Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | HOME BISTRO, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 30,657,032 | |
Amendment Flag | false | |
Entity Central Index Key | 0001489588 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56222 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 27-1517938 | |
Entity Address, Address Line One | 4014 Chase Avenue | |
Entity Address, Address Line Two | #212 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33140 | |
City Area Code | (631) | |
Local Phone Number | 964-1111 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 1,410,236 | $ 447,354 |
Inventory | 14,120 | |
Prepaid expenses and other current assets | 120,578 | 28,588 |
Note receivable | 5,000 | |
Total Current Assets | 1,544,934 | 480,942 |
OTHER ASSETS: | ||
Property and equipment, net | 110,189 | 2,728 |
Finance right-of-use assets, net | 186,585 | |
Operating lease right-of-use assets, net | 287,643 | |
Intangible assets, net of accumulated amortization $6,628 | 607,570 | |
Deposits | 10,000 | |
Goodwill | 1,780,964 | |
Total Assets | 4,527,885 | 483,670 |
CURRENT LIABILITIES: | ||
Accounts payable | 486,074 | 352,466 |
Accrued expenses and other liabilities | 165,368 | 126,273 |
Liabilities to be settled with common stock | 244,563 | |
Convertible notes payable, net of debt discount | 657,911 | 141,476 |
Convertible notes payable - related party, net of debt discount | 35,915 | |
Notes payable - current portion | 11,028 | 20,068 |
Advances payable | 117,175 | 78,497 |
Derivative liabilities | 144,117 | 180,029 |
Unredeemed gift cards | 159,872 | 48,311 |
Financing lease liability - current portion | 61,596 | |
Operating lease liabilities - current portion | 114,216 | |
Total Current Liabilities | 2,197,835 | 947,120 |
LONG-TERM LIABILITIES: | ||
Financing lease liability - long-term portion | 130,164 | |
Operating lease liability- long-term portion | 173,939 | |
Notes payable - long-term portion | 295,872 | 151,544 |
Common stock repurchase obligation | 711,275 | 1,300,000 |
Total Liabilities | 3,509,085 | 2,398,664 |
Commitments and contingency (Note 11): | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock value | ||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 27,925,989 and 19,123,768 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 27,925 | 19,123 |
Additional paid-in capital | 11,057,754 | 4,399,272 |
Accumulated deficit | (10,066,879) | (6,333,389) |
Total Stockholders' Equity (Deficit) | 1,018,800 | (1,914,994) |
Total Liabilities and Stockholders' Equity (Deficit) | 4,527,885 | 483,670 |
Convertible Series B Preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Net of accumulated amortization (in Dollars) | $ 6,628 | $ 6,628 |
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 27,925,989 | 19,123,768 |
Common stock, shares outstanding | 27,925,989 | 19,123,768 |
Convertible Series B Preferred stock | ||
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Product sales, net | $ 703,364 | $ 299,178 | $ 1,362,999 | $ 964,944 |
Cost of sales | 625,767 | 176,155 | 1,164,694 | 594,875 |
Gross profit | 77,597 | 123,023 | 198,305 | 370,069 |
Operating Expenses: | ||||
Compensation and related expenses | 238,912 | 66,581 | 409,826 | 477,381 |
Professional and consulting expenses | 691,422 | 157,173 | 1,660,792 | 353,670 |
Product development expense | 360,000 | 360,000 | ||
Selling and marketing expenses | 324,478 | 50,638 | 522,351 | 135,520 |
General and administrative expenses | 196,631 | 51,596 | 377,108 | 129,409 |
Total Operating Expenses | 1,451,443 | 685,988 | 2,970,077 | 1,455,980 |
Operating Loss from Continuing Operations | (1,373,846) | (562,965) | (2,771,772) | (1,085,911) |
Other Income (Expense): | ||||
Interest expense, net | (433,688) | (7,279) | (1,235,742) | (8,812) |
Change in fair value of derivative liabilities | 1,528 | 232,641 | ||
Gain on extinguishment of debt | 26,629 | |||
Gain on forgiveness of debt | 14,754 | |||
Other income | 5,000 | |||
Total Other Expense, net | (432,160) | (7,279) | (961,718) | (3,812) |
Loss from Continuing Operations | (1,806,006) | (570,244) | (3,733,490) | (1,089,723) |
Discontinued Operations: | ||||
Income from Disposal of Discontinued Operations Before Provision for Income Taxes | 91,750 | 38,203 | ||
Income from Discontinued Operations | 91,750 | 38,203 | ||
Net Loss | $ (1,806,006) | $ (478,494) | $ (3,733,490) | $ (1,051,520) |
BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||
Continuing operations - basic and diluted (in Dollars per share) | $ (0.07) | $ (0.03) | $ (0.17) | $ (0.06) |
Discontinued operations - basic (in Dollars per share) | 0 | 0 | ||
Discontinued operations - diluted (in Dollars per share) | $ 0 | $ 0 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in Shares) | 25,195,498 | 19,004,233 | 22,061,952 | 16,839,250 |
Diluted (in Shares) | 25,195,498 | 29,957,928 | 22,061,952 | 27,762,175 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 419,254 | $ 4,400,795 | $ (5,091,728) | $ (271,679) | |
Balance (in Shares) at Dec. 31, 2019 | 419,254,217 | ||||
Common stock issued a related party for cash | 25,000 | 25,000 | |||
Accretion of stock-based compensation | 45,824 | 45,824 | |||
Net loss | (79,991) | (79,991) | |||
Balance at Mar. 31, 2020 | $ 419,254 | 4,471,619 | (5,171,719) | (280,846) | |
Balance (in Shares) at Mar. 31, 2020 | 419,254,217 | ||||
Recapitalization of the Company | $ 250 | $ 60,728 | (255,702) | (194,724) | |
Recapitalization of the Company (in Shares) | 250,000 | 60,727,607 | |||
Common stock and warrants a related party issued for cash | $ 48 | 74,958 | 75,006 | ||
Common stock and warrants a related party issued for cash (in Shares) | 47,749 | ||||
Common stock repurchase obligation (see Note 3) | (1,300,000) | (1,300,000) | |||
Common stock issued as stock-based compensation | $ 127,943 | 110,325 | 238,268 | ||
Common stock issued as stock-based compensation (in Shares) | 127,942,741 | ||||
Accretion of stock-based compensation | 168,017 | 168,017 | |||
Net loss | (493,035) | (493,035) | |||
Balance at Jun. 30, 2020 | $ 250 | $ 607,973 | 3,269,217 | (5,664,754) | (1,787,314) |
Balance (in Shares) at Jun. 30, 2020 | 250,000 | 607,972,315 | |||
Disposal of a component with related party (see Note 3) | $ (250) | 131,471 | 131,221 | ||
Disposal of a component with related party (see Note 3) (in Shares) | (250,000) | ||||
Warrant issued pursuant to an agreement | 360,000 | 360,000 | |||
Net loss | (478,494) | (478,494) | |||
Balance at Sep. 30, 2020 | $ 607,973 | 3,760,688 | (6,143,248) | (1,774,587) | |
Balance (in Shares) at Sep. 30, 2020 | 607,972,315 | ||||
Balance at Dec. 31, 2020 | $ 19,123 | 4,399,272 | (6,333,389) | (1,914,994) | |
Balance (in Shares) at Dec. 31, 2020 | 19,123,767 | ||||
Common stock issued as commitment fee | $ 405 | 206,388 | 206,793 | ||
Common stock issued as commitment fee (in Shares) | 404,385 | ||||
Warrants stock issued as commitment fee | 76,667 | 76,667 | |||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 145,634 | 145,634 | |||
Net loss | (521,534) | (521,534) | |||
Balance at Mar. 31, 2021 | $ 19,528 | 4,827,961 | (6,854,923) | (2,007,434) | |
Balance (in Shares) at Mar. 31, 2021 | 19,528,152 | ||||
Common stock issued as stock-based compensation | $ 25 | 24,725 | 24,750 | ||
Common stock issued as stock-based compensation (in Shares) | 25,000 | ||||
Common stock issued for prepaid services | $ 2,000 | 380,500 | 382,500 | ||
Common stock issued for prepaid services (in Shares) | 2,000,000 | ||||
Common stock issued for cash | $ 379 | 284,026 | 284,405 | ||
Common stock issued for cash (in Shares) | 379,207 | ||||
Common stock issued as commitment fee | $ 285 | 125,131 | 125,416 | ||
Common stock issued as commitment fee (in Shares) | 285,000 | ||||
Warrants stock issued as commitment fee | 49,762 | 49,762 | |||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 99,272 | 99,272 | |||
Net loss | (1,405,950) | (1,405,950) | |||
Balance at Jun. 30, 2021 | $ 22,217 | 5,791,377 | (8,260,873) | (2,447,279) | |
Balance (in Shares) at Jun. 30, 2021 | 22,217,359 | ||||
Common stock issued for prepaid services | $ 100 | (100) | |||
Common stock issued for prepaid services (in Shares) | 100,000 | ||||
Common stock issued for cash | $ 3,436 | 2,425,487 | 2,428,923 | ||
Common stock issued for cash (in Shares) | 3,436,320 | ||||
Accretion of deferred compensation | 382,500 | 382,500 | |||
Common stock issued for acquisition of subsidiary (see Note 3) | $ 2,008 | 1,997,992 | 2,000,000 | ||
Common stock issued for acquisition of subsidiary (see Note 3) (in Shares) | 2,008,310 | ||||
Common stock issued as commitment fee | $ 164 | 86,181 | 86,345 | ||
Common stock issued as commitment fee (in Shares) | 164,000 | ||||
Warrants stock issued as commitment fee | 30,497 | 30,497 | |||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 343,820 | 343,820 | |||
Net loss | (1,806,006) | (1,806,006) | |||
Balance at Sep. 30, 2021 | $ 27,925 | $ 11,057,754 | $ (10,066,879) | $ 1,018,800 | |
Balance (in Shares) at Sep. 30, 2021 | 27,925,989 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Loss from continuing operations | $ (3,733,490) | $ (1,051,520) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 91,085 | 176 |
Stock-based compensation | 24,750 | 213,841 |
Common stock and warrant issued for services | 765,000 | 598,268 |
Gain on extinguishment of debt | (26,629) | |
Gain on forgiveness of debt | (14,754) | |
Amortization of debt discount | 1,042,694 | |
Change in fair value of derivative liabilities | (232,641) | |
Inventory | 6,643 | |
Prepaid expenses and other current assets | (86,990) | (1,698) |
Accounts payable | 47,161 | (23,298) |
Accrued expense and other liabilities | (74,374) | 127,079 |
Unredeemed gift cards | 24,301 | 1,386 |
Net cash used in operating activities | (2,167,244) | (135,766) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds for acquisition of a subsidiaries | (60,000) | 4,917 |
Acquisition of property and equipment | (137,772) | (3,168) |
Net cash (used by) provided by investing activities | (197,772) | 1,749 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of issuance cost | 2,713,328 | 100,006 |
Proceeds from notes payable | 164,612 | |
Proceeds from convertible note payable, net of debt discount | 1,581,450 | |
Proceeds from convertible note payable - related party, net of debt discount | 100,000 | |
Advance payable | 442,900 | 59,000 |
Repayment of convertible notes payable | (1,067,649) | |
Repayment of note payable - in default | (3,738) | |
Repayments of advance payable | (407,522) | (36,015) |
Repayment of convertible notes payable - related party | (34,609) | |
Net cash provided by financing activities | 3,327,898 | 283,865 |
Net Change in Cash | 962,882 | 149,848 |
Cash - beginning of period | 447,354 | 7,137 |
Cash - end of period | 1,410,236 | 156,985 |
Cash paid during the period for: | ||
Interest | 150,721 | 7,670 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Initial amount of ROU asset and related liability | 540,041 | 32,444 |
Reduction of the ROU asset and related liability | 4,232 | |
Termination of the ROU asset and related liability | 25,426 | |
Repurchase obligation pursuant to the Put Option Agreement | 1,300,000 | |
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 588,725 | |
Common stock issued as commitment fee | 418,554 | |
Warrants issued as commitment fee | 156,926 | |
Fair value of true-up shares in connection with the commitment fee | 244,563 | |
Initial derivative liability recorded in connection with convertible notes payable | 223,358 | |
Net Assets and Liabilities Assumed in Acquisition: | ||
Cash | 4,917 | |
Prepaid expenses and other assets | 241 | 9,776 |
Inventory | 20,763 | |
Operating right-of-use asset | 76,136 | 32,444 |
Computer software | 66,198 | |
Customer relationships | 43,000 | |
Trademark | 505,000 | |
Goodwill | 1,780,964 | |
Accounts payable and accrued liabilities | (203,348) | (209,417) |
Operating right-of-use liability | (79,054) | (32,444) |
Note Payable | (149,900) | |
Net assets acquired (liabilities) assumed | $ 2,060,000 | $ (194,724) |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) (the “Company”) was incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the Company changed its name from Vapir Enterprises Inc. to Gratitude Health, Inc. On September 14, 2020, the Company changed its name from Gratitude Health, Inc. to Home Bistro, Inc. The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal delivery, and preparation services. The Company’s primary former operations were in the business of manufacturing, selling, and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademark (the “RTD Business”). The RTD Business was disposed on September 25, 2020 as discussed below. On April 7, 2020, the Board of Directors of the Company approved the increase of authorized shares of common stock from 600,000,000 to 1,000,000,000 (see Note 10). On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company (“Merger Sub”), and Home Bistro, Inc., a privately-held Delaware corporation formed on April 9, 2013, engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation) and now wholly-owned subsidiary of the Company (“Home Bistro Holdings”) (see Note 3), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger (the “Merger”). Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 3). On April 20, 2020, pursuant to the terms of the Merger Agreement, Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of the Company and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to the Company’s operations, policies, or practices. Furthermore, on April 20, 2020, Mr. Zalmi Duchman, the Chief Executive Officer of Home Bistro Holdings, Michael Finkelstein and Michael Novielli were appointed as directors of the Company. In addition, Mr. Duchman was appointed Chief Executive Officer. The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger and approximately 51% of voting control. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business, this transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings. The consolidated financial statements are those of Home Bistro Holdings (the accounting acquirer) prior to the Merger and include the activity of the Company (the accounting acquiree) from the date of the Merger (see Note 3). On September 14, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effect (i) a 1 for 31.993 reverse stock split of its common stock, par value $0.001 per share, with fractional shares rounding up to the nearest whole share (the “Reverse Stock Split”), and (ii) the change of the Company’s name from “Gratitude Health, Inc.” to “Home Bistro, Inc.”. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split (see Note 3). On September 14, 2020, the Financial Industry Regulatory Authority approved the Company’s symbol change from “GRTD” to “HBIS”, effective twenty (20) business days from the approval date (see Note 3). On September 25, 2020, the Company entered into, and closed the transactions contemplated by, that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, Gratitude Keto Holdings, Inc., a Florida corporation (the “Buyer” or “Gratitude Keto”), and the holder of 250,000 of the Company’s issued and outstanding shares of Series B Preferred Stock, $0.001 par value per share (such stock, the “Series B Preferred Stock”, and such stockholder, the “Stockholder”). Pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell to the Buyer all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD Business, and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. Furthermore, in connection with the Asset Purchase Agreement, the Buyer returned the 250,000 shares of Series B Preferred Stock held by the Stockholder which was then cancelled by the Company upon return. As a result, the Company has no outstanding shares of preferred stock. Additionally, the RTD Business activities were reclassified and reported as part of “discontinued operations” for all periods presented on the consolidated statements of operations. In addition, the Company assumed an accounts payable liability in the amount of $14,000 related to accounting expenses of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for the accounting expenses in amount of $14,000, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears an interest rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through maturity (see Note 3). The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has applied for and received certain financial assistance under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U.S. Government in response to COVID-19 (see Note 5). On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, LLC (“Model Meals”), acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock and were paid $60,000 in cash. Pursuant to the Acquisition, the Company issued on a pro rata VWAP |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited condensed consolidated financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021. These interim unaudited condensed consolidated financial statements for the period ending September 30, 2021 consist of the interim unaudited condensed consolidated balance sheets of the Company as of September 30, 2021 and the related interim unaudited condensed consolidated statements of operations, changes in stockholders’ equity deficit and cash flows for the three and nine month periods ended September 30, 2021 and 2020, and the related notes, and reflect the acquisition of the Company’s wholly-owned subsidiaries, Home Bistro Holdings and Model Meals which are fully disclosed in Note 3. Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, for the nine months ended September 30, 2021, the Company had net loss and cash used in operations of $3,733,490 and $2,167,244, respectively. At September 30, 2021, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $10,066,879, $1,018,800 and $652,901, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds in 2021 was primarily from the third-party advances and convertible notes payable and sale of common stock through private placements. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of September 30, 2021 and December 31, 2020 include the assumptions used in the redemption recognition method for unredeemed gift cards, collectability of receivables and note receivable, value of inventory, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of September 30, 2021 and December 31, 2020, the bank balance was in excess of FDIC insured levels by approximately $1,160,000 and $197,000, respectively. The Company has not experienced any losses in such accounts through September 30, 2021. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt (see Note 4) and were as follows at September 30, 2021: September 30, 2021 December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 144,117 $ — $ — $ 180,029 A roll forward of the level 3 valuation financial instruments is as follows: Nine Months (Unaudited) Balance at December 31, 2020 $ 180,029 Initial valuation of derivative liabilities included in debt discount 223,358 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (232,641 ) Balance at September 30, 2021 $ 144,117 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity Goodwill and Other Intangible Assets In accordance with ASC 350-30-65, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of September 30, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred, It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Breakage revenue is included in product sales and the Company recorded nil Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $317,844 and $79,563 for the nine months ended September 30, 2021 and 2020, respectively, and 168,331 and $22,709 for the three months ended September 30, 2021 and 2020, respectively. Shipping and handling costs charged to customers are included in sales. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $520,776 and $135,520, for the nine months ended September 30, 2021 and 2020, respectively, and $330,803 and $50,638 for the three months ended September 30, 2021 and 2020, respectively, are presented on the accompanying condensed consolidated statement of operations as selling and marketing expenses. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the nine months ended September 30, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of September 30, 2021 and 2020 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. September 30, 2021 2020 Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 12,235,462 11,267,571 Convertible Notes 1,204,192 — Total 13,439,654 11,328,209 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. |
Acquisitions and Disposal of Th
Acquisitions and Disposal of The Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS AND DISPOSAL OF THE DISCONTINUED OPERATIONS | NOTE 3 – ACQUISITIONS AND DISPOSAL OF THE DISCONTINUED OPERATIONS Acquisition of Home Bistro Holdings and Disposal of The Discontinued Operations of the RTD Business Home Bistro, Inc. was formed on April 9, 2013 as a Delaware corporation, under the name DineWise, LLC. On December 1, 2014, it underwent a statutory conversion filed under Section 8-265 of the Delaware Code to convert from a limited liability company to a corporation and changed its name to Home Bistro, Inc. On September 22, 2020, Home Bistro, Inc. filed a Certificate of Conversion under Section 266 of the Delaware General Corporation Law to convert its state of domicile from Delaware to Nevada and simultaneously filed an Articles of Conversion with the Nevada Secretary of State for the same and changed its name from Home Bistro, Inc. (the now wholly-owned subsidiary of the Company) to Home Bistro Holdings, Inc., each effective as of September 30, 2020. Home Bistro manufactures, packages, and sells, direct-to-consumer, gourmet meals under the Home Bistro brand and markets restaurant quality meats and seafood under the Prime Chop and Colorado Prime brands. The Company’s meals are freshly prepared, flash-frozen, to preserve freshness, and packaged in its facility located in Miami, Florida. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products frozen during transport. Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brands are processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders. Agreement and Plan of Merger On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company, also referred to herein as Merger Sub, and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation), also referred to herein also Home Bistro Holdings, entered into an Agreement and Plan of Merger, also referred to herein as the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger, also referred to herein as the Merger. Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 1). Prior to the effective time of the Merger, the Company and certain of its existing securityholders entered into an Exchange Agreement providing for, among other things, the exchange (the “Exchange”) of securities held by such securityholders for shares of common stock, as more fully detailed therein. As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,222 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock. The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger. After the Exchange, a total of 1,899,094 shares of common stock, warrants to purchase 4,041,258 shares of common stock and 60,638 stock options were deemed issued and outstanding. At the effective time of the Merger, and subject to the terms and conditions of the Merger Agreement, each outstanding share of common stock of Home Bistro Holdings was converted into the right to receive approximately four hundred seventy-three (473) shares of common stock. Accordingly, the aggregate shares of the Company’s common stock issued in the Merger to the former securityholders of Home Bistro Holdings is 24,031,453 shares of common stock on a fully diluted basis consisting of 17,105,139 shares of common stock and warrants to purchase up to 6,926,314 shares of common stock. Subsequent to the Merger, the Company had an aggregate of 30,031,501 shares of common stock issued and outstanding on a fully diluted basis consisting of 19,004,233 shares of common stock, 60,638 stock options and warrants to purchase up to 10,967,572 shares of common stock. On April 20, 2020, pursuant to the terms of the Merger Agreement, Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of the Company and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to the Company’s operations, policies, or practices. Furthermore, on April 20, 2020, Mr. Zalmi Duchman, the Chief Executive Officer of Home Bistro Holdings, Michael Finkelstein and Michael Novielli were appointed as directors of the Company. In addition, Mr. Duchman was appointed Chief Executive Officer (see Note 1). In connection with the Merger, certain Company stockholders entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such stockholders agreed to certain restrictions regarding the resale of common stock for a period of two years from the date of the Merger Agreement, as more fully detailed therein. Additionally, on April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 11), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement (the “Market Period”). Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars (the “Total Investment”) in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded an initial common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as a long-term liability, Common stock repurchase obligation Effective April 20, 2020, the Company acquired all the issued and outstanding shares of Home Bistro Holdings pursuant to the Merger Agreement and Home Bistro Holdings became a wholly owned subsidiary of the Company. As a result of the Merger, for financial statement reporting purposes, the Merger between the Company and Home Bistro Holdings has been treated as a reverse acquisition and recapitalization with Home Bistro Holdings deemed the accounting acquirer and the Company deemed the accounting acquiree in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. At the time of the Merger, both the Company and Home Bistro Holdings had their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Merger are those of Home Bistro Holdings and are recorded at the historical cost basis of Home Bistro Holdings. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Home Bistro Holdings which are recorded at historical cost. The results of operations of the Company are consolidated with results of operations of Home Bistro Holdings starting on the date of the Merger Agreement. The equity of the consolidated entity is the historical equity of Home Bistro Holdings retroactively restated to reflect the number of shares deemed issued by the Company in the reverse acquisition. The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business as discussed below, this transaction was accounted for as a reverse recapitalization of Home Bistro Holdings where Home Bistro Holdings is considered the historical registrant and the historical operations presented will be those of Home Bistro Holdings. The following assets and liabilities were assumed in the Merger Cash $ 4,917 Prepaid expense 9,776 Operating right-of-use asset 32,444 Total assets acquired 47,137 Accounts payable and accrued expenses (209,417 ) Operating right-of-use liability (32,444 ) Total liabilities assumed $ (241,861 ) Net liability assumed $ (194,724 ) Disposal of Discontinued Operations of the RTD Business On September 25, 2020, pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD (Ready to Drink) beverage segment (the “RTD Business”), and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. The Company assumed an accounts payable liability in the amount of $14,000 related to accounting expense of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for accounting expenses in amount of $14,000 incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears interest at a rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. As of December 31, 2020, $5,000 remained due on the promissory note. The Company received the $7,000 cash portion of the consideration as of December 31, 2020. The $14,000 reimbursement was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. The Asset Purchase Agreement, discussed above under Agreement and Plan of Merger The following table set forth the selected financial data of the net liabilities recorded to additional paid in capital as of September 24, 2020. September 24, Assets: Other assets: Operating lease right-of-use assets, net $ 2,417 Total assets $ 2,417 Liabilities: Current liabilities: Accounts payable $ 112,212 Accrued expenses and other liabilities 5,009 Operating lease liabilities, current portion 2,417 Total current liabilities 119,638 Total liabilities $ 119,638 Net liabilities $ 117,221 Expense reimbursement by Buyer 14,000 Disposal of net liabilities to a related party $ 131,221 Acquisition of Model Meals Model Meals, LLC (the “Model Meals”) was formed on May 1, 2015. Model Meals provides prepackaged and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal planning, delivery, and preparation services. Products are customized meal solutions, delivered fresh directly to the home and utilizes third-party food delivery services to fulfill customers’ orders. On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock and were paid $60,000 in cash. Pursuant to the Acquisition, the Company issued on a pro rata VWAP Further, on August 12, 2021, the Company filed, in an amended current report Form 8-K/A, Model Meals’; (i) audited balance sheets and audited statement of operations as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, respectively,; (ii) balance sheet and statement of operations as of March 31, 2021 and for the three months ended March 31, 2021, respectively, and; (iii) unaudited pro forma combined financial information derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company and Model Meals which gives effect to the Acquisition between the Company and Model Meals as if the Acquisition had occurred on January 1, 2020 with respect to the unaudited annual pro forma combined statement of operation, and as of January 1, 2021 for the three months ended March 31, 2021 unaudited pro forma combined statement of operation, and as of March 31, 2021 with respect to the unaudited pro forma combined balance sheets. In connection with the Acquisition, the assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The fair values are s ubject to adjustment during measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,780,964 Total assets acquired at fair value 2,492,302 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,060,000 Purchase consideration paid: Fair value of common shares issued $ 2,000,000 Cash consideration 60,000 Total purchase consideration paid $ 2,060,000 Intangible assets, acquired during the three months ended September 30, 2021, net consisted of the following: Estimated September 30, (Unaudited) Computer software 3.5 years $ 66,198 Customer relationships 7 years 43,000 Trademark Indefinite 505,000 Less: Accumulated amortization (6,628 ) $ 607,570 During the three months ended September 30, 2021, the Company recorded a total of $6,628 of amortization expense related to the intangible assets acquired. The following unaudited pro forma consolidated results of operations for the nine months ended September 30, 2021 and 2020 have been prepared as if the acquisition of Model Meals had occurred as of the beginning of the following periods: Nine Months Ended Nine Months Ended September 30, September 30, Net Revenues $ 2,472,073 $ 2,697,311 Net Loss $ (3,733,490 ) $ (1,079,842 ) Net Loss per Share $ (0.17 ) $ (0.06 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 4 – CONVERTIBLE NOTES At September 30, 2021, the convertible debt consisted of the following: September 30, (Unaudited) Principal amount $ 1,156,351 Less: debt discount (498,440 ) Convertible notes payable, net $ 657,911 Principal amount – related party $ 75,391 Less: debt discount – related party (39,479 ) Convertible notes payable - related party, net $ 35,915 Total convertible notes payable balance, net $ 693,826 December 2020 Financing December 2020 Note I: On December 18, 2020, the Company entered a Securities Purchase Agreement (the “December 2020 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the December 2020 SPA I, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note I”, and together with the December 2020 SPA I, the “December 2020 Agreements I”) in the aggregate principal amount of $275,000, and (ii) issued a total of 75,546 shares of common stock, as a commitment fee and 183,866 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 75,546 shares of common stock were recorded as a debt discount of $23,546 based on the relative fair value method. Pursuant to the December 2020 Note I, the Company received net proceeds of $234,100, net of $27,500 OID and $13,400 of issuance costs. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The December 2020 Note I bears an interest rate of 12% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the December 2020 Note I) and shall mature on December 18, 2021. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date ($1.04) or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note I is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in December 2020 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The obligations of the Company under the December 2020 Note I rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note I contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements I, which the Company also believes are customary for transactions of this type. The December 2020 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. As of December 31, 2020, the December 2020 Note I had outstanding principal and accrued interest of $275,000 and $1,175, respectively. On March 18, 2021 (the “Redemption Date”), the Company elected, pursuant to terms of payment as described in the December 2020 Note I, to pay an aggregate amount of 283,615.75 (the “Payoff Amount”) consisting of $275,000 of principal, $7,865.75 of accrued interest and $750.00 in administrative fees (the “Redemption Amount”).The December 2020 Note I is deemed to have been paid in full; the lender will not exercise any of its rights relating to any potential default that may have occurred after the issue date of the December 2020 Note I and the Second Commitment Shares were returned by the lender to the Company’s transfer agent for cancellation as provided for in the December 2020 Agreements I. The fair value of the derivative liability associated with the December 2020 Note I at Redemption Date amounted to $26,629 and was reclassified to gain on debt extinguishment in the accompanying condensed consolidated statement of operation upon redemption. Any remaining unamortized debt discounts were recognized as interest expense on the Redemption Date. As of September 30, 2021, the December 2020 Note I had no outstanding balance. December 2020 Note II: On December 28, 2020, the Company entered into a Securities Purchase Agreement (the “December 2020 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the SPA II, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note II”, and together with the December 2020 SPA II, the “December 2020 Agreements II”) in the aggregate principal amount of $172,000, and (ii) issued 45,989 shares of common stock as a commitment fee and 114,667 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 45,989 shares of common stock issued were recorded as a debt discount of $14,720 based on the relative fair value method. Pursuant to the December 2020 Note II, the Company received net proceeds of $150,000, net of $15,500 OID and $6,500 of issuance costs. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The December 2020 Note II matures on December 28, 2021 and bears an interest rate of 12% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the December 2020 Note II). The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $19,264 beginning at the end of the third month from the issuance date of the note. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the Amortization Payment due date and pay an extension fee of $1,926, provided that the note is not in default. The first twelve months of interest (equal to $20,640) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. As of December 31, 2020, the December 2020 Note II had outstanding principal and accrued interest of $172,000 and $0, respectively. During the nine months ended September 30, 2021, the Company fully paid the December 2020 Note II. As of September 30, 2021, the December 2020 Note II had had no outstanding balance. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date ($1.00) or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note II is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in the December 2020 Note II), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note II becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The December 2020 Note II rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note II contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements II, which the Company also believes are also customary for transactions of this type. The December 2020 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. The Company also entered into a Registration Rights Agreement (“Registration Agreement”) in connection with the December 2020 Agreements II (see Note 11). Pursuant to which the Company is required to prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) covering the resale of all of the Registrable Securities , which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Securities as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registerable Securities, or an amount equal to the maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC. In the event the Company cannot register sufficient shares of Securities, due to the remaining number of authorized shares of Securities being insufficient, the Company will use its best efforts to register the maximum number of shares it can base on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. The Company shall use its best efforts to have the Registration Statement filed with the SEC within 60 or 120 days following the closing date of the December 2020 Agreements II (collectively as “Filing Deadline”). The Company shall pay the holder the sum of 1% of the purchase amount of the December 2020 Note II as liquidated damages, and not as a penalty for each time it fails to meet the Filing Deadline. The liquidated damages set forth in the Registration Agreement shall be paid, at the holder’s option, in cash or securities priced at the share price, or portion thereof. Failure of the Company to make payment within five business days of the Filing Date shall be considered a breach of the Registration Agreement. On March 24, 2021, the December 2020 Note II was amended (“Amendment”) pursuant to which, the Company issued a warrant to purchase up to 78,250 shares of common stock (“December 2020 Warrant II”) as additional commitment fee. The December 2020 Warrant II; (i) was valued at $4,227 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. In addition, the Amendment also provided for a Commitment Share True-Up provision (as discussed below under Commitment Share True-Up Provision) The Amendment was accounted for as a debt modification in accordance with ASC 470-50-40-10 - Debt Modification and Extinguishment January 2021 Financings January 2021 Note I: On January 12, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA I, the Company; (i) issued a self-amortization promissory note (the “January 2021 Note I”, and together with the January 2021 SPA I, the “January 2021 Agreements I”) in the aggregate principal amount of $120,000; (ii) issued a total of 29,385 shares of common stock as a commitment fee and; (iii) shall issue 73,269 shares of common stock which is returnable pursuant to the terms of the January 2021 Agreements I (the “Second Commitment Shares”). The 29,385 shares of common stock issued were recorded as a debt discount of $17,297 based on the relative fair value method. The Company received net proceeds of $105,000, net of $10,000 OID and $5,000 issuance cost. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The January 2021 Note I matures on January 12, 2022 and bears an interest rate of 10% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the January 2021 Note I)). The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $14,666.66 beginning April 12, 2021. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the due date and pay an extension fee of $3,080, provided that the note is not in default. The first twelve months of interest (equal to $12,000) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. During the nine months ended September 30, 2021, the Company fully paid the January 2021 Note I. As of September 30, 2021, the January 2021 Note I had no outstanding balance. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the January 2021 Note I is fully repaid and satisfied on or prior to the maturity date. Upon the occurrence and during the continuation of any Event of Default (as defined in the January 2021 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the January 2021 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The January 2021 Note I rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with e-commerce platform provider and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the January 2021 Note I contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The January 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The January 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. On March 31, 2021, the January 2021 Note I was amended (“Amendment”) pursuant to which, the Company issued a warrant to purchase up to 55,000 shares of common stock (“January 2021 Warrant I”) as additional commitment fee. The January 2021 Warrant I; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. In addition, the Amendment also provided for a Commitment Share True-Up provision as discussed below under Commitment Share True-Up Provision The Amendment was accounted for as a debt modification in accordance with ASC 470-50-40-10 - Debt Modification and Extinguishment January 2021 Note II: On January 27, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $330,000 (the “January 2021 Note II”) with the Company receiving $300,000 in net proceeds, net of $33,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 150,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The January 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Financings March 2021 Note I: On March 22, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II: On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party: On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV: On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V: On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the nine months ended September 30, 2021, the Company paid $50,824 of principal and $8,576 of accrued interest. As of September 30, 2021, the April 2021 Note had outstanding principal and accrued interest of $114,176 and $0, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I: On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the nine months ended September 30, 2021, the Company paid $25,532 of principal and $4,802 of accrued interest. As of September 30, 2021, the May 2021 Note I had outstanding principal and accrued interest of $105,468 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II: On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE Notes payable is summarized below: September 30, (Unaudited) Principal amount $ 306,900 Less: current portion (11,028 ) Notes payable - long term portion $ 295,872 Minimum principal payments under notes payable are as follows: Remaining in December 31, 2021 $ 7,988 Year ended December 31, 2022 6,170 Year ended December 31, 2023 6,405 Year ended December 31, 2024 6,649 Year ended December 31, 2025 6,902 Thereafter 272,786 Total principal payments $ 306,900 Paycheck Protection Program Loan On April 8, 2020, the Company received federal funding in the amount of $14,612 through the Paycheck Protection Program (the “PPP”) of the CARES Act, administered by the U.S. Small Business Administration (“SBA”). The PPP note bears an interest rate 0.98% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP note, the Company is required to pay the lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP note (the “Maturity Date”). The Maturity Date can be extended to five years if mutually agreed upon by both the lender and the Company. The PPP note contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the lender, or breaching the terms of the PPP note. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP note, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP note. No assurance can be given that the Company will be successful in obtaining forgiveness of the loan in whole or in part. On April 28, 2021, the SBA authorized forgiveness of the outstanding principal balance of $14,612 and $142 of accrued interest payable of the Company’s PPP loan which has been recorded as a gain on debt forgiveness in the accompanying condensed consolidated statements of operations. As of September 30, 2021, the PPP note had no outstanding balance. Economic Injury Disaster Loan On May 20, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $149,900, net of $100 processing fee, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Installment payments in the amount of $731, including principal and interest, are due monthly beginning May 20, 2021 (twelve months from the date of the SBA Note). The balance of principal and interest is payable thirty years from the date of the SBA Note. As of September 30, 2021, the SBA Note had an outstanding principal balance of $149,900 and $7,675 of accrued interest, reflected in the accompanying condensed consolidated balance sheet as long-term note payable and accrued expense and other liabilities, respectively. On June 17, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments, including principal and interest, are due monthly beginning June 17, 2021 (twelve months from the date of the SBA Note) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Note. As of September 30, 2021, the SBA Note had an outstanding principal balance of $150,000 and accrued interest of $7,243, reflected in the accompanying condensed consolidated balance sheets under accrued expense and other liabilities. On June 26, 2020, in connection SBA Loan Agreement, the Company received a grant that does not have to be repaid, in the amount of $5,000 which was recorded as other income in the accompanying condensed consolidated statements of operations. November Note Payable On November 12, 2020, the Company entered into a Note Agreement with an investor for the sale of the Company’s note (the “Note”). Pursuant to the terms provided for in the Note Agreement, the Company issued to the investor a Note and the Company received proceeds in the amount of $7,000. The Note bears an interest of 5% per annum and matures on November 12, 2021. The Company may prepay all or any portion of the interest and the unpaid principal balance of this Note at any time, or from time to time, without penalty or premium. As of September 30, 2021, the Note had an outstanding principal balance of $7,000 and accrued interest of $308, reflected in the accompanying condensed consolidated balance sheets under accrued expense and other liabilities. |
Advance Payable
Advance Payable | 9 Months Ended |
Sep. 30, 2021 | |
Advance Payable Disclosure [Abstract] | |
ADVANCE PAYABLE | NOTE 6 – ADVANCE PAYABLE On August 5, 2020, the Company entered into a capital advance agreement (the “Third Advance Agreement”) with Shopify. Under the terms of the Third Advance Agreement, the Company has received $49,000 of principal and will repay $55,370 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. In 2020, the Company paid $47,328 of the principal balance and the advance had an outstanding balance $1,672. During the nine months ended September 30, 2021, the Company paid the advance in full and there was no balance outstanding as of September 30, 2021. On November 17, 2020, the Company entered into a capital advance agreement (the “Fourth Advance Agreement”) with Shopify. Under the terms of the Fourth Advance Agreement, the Company has received $63,000 of principal and will repay $71,190 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. As of December 31, 2020, the advance had outstanding principal balance of $63,000. During the nine months ended September 30, 2021, the Company paid the advance in full and there was no balance outstanding as of September 30, 2021. On December 10, 2020, the Company entered into a working capital agreement (the “First PayPal Advance Agreement”) with PayPal. Under the terms of the Fifth Advance Agreement, the Company received net proceeds of $17,000, net of $1,840 loan fee for a total principal amount of $18,840. and will repay the principal and by remitting The Company shall pay a minimum payment every 90-days beginning at the end of the Cancellation Period and ending when the Total Payment Amount has been delivered to Lender. The minimum payment is due in each 90-day period, irrespective of the amount paid in any previous 90-day period. The minimum payment is 5% of the principal amount for loans expected to be repaid in 12 months or more and 10% of the principal amount for loans expected to be repaid in less than 12 months (based on the Company’s account history). In 2020, the Company paid $5,015 of principal balance and the advance had an outstanding balance of $13,825 as of December 31, 2020. During the nine months ended September 30, 2021, the Company paid the advance in full and there was no balance outstanding as of September 30, 2021. On March 29, 2021, the Company entered into a capital advance agreement (the “Fifth Advance Agreement”) with Shopify. Under the terms of the Fifth Advance Agreement, the Company has received $23,000 of principal and will repay $25,990 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the nine months ended September 30, 2021, the Company paid the advance in full and there was no balance outstanding as of September 30, 2021. On March 30, 2021, the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121 st On July 9, 2021, the Company entered into a capital advance agreement (the “Sixth Advance Agreement”) with Shopify. Under the terms of the Sixth Advance Agreement, the Company has received $95,000 of principal and will repay $107,350 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the nine months ended September 30, 2021, the Company paid $11,825 of the outstanding balance. The advance had $83,175 of outstanding balance as of September 30, 2021, reflected as advance payable on the accompanying condensed consolidated balance sheets. On August 31, 2021, the Company entered into a capital advance agreement (the “Seventh Advance Agreement”) with Shopify. Under the terms of the Seventh Advance Agreement, the Company has received $34,000 of principal and will repay $38,420 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The advance has an outstanding balance of $34,000 as of September 30, 2021, reflected as advance payable on the accompanying condensed consolidated balance sheets. On September 1, 2021, the Company entered into a capital advance agreement (the “First Advance Agreement”) with Liberty Funding. Under the terms of the First Advance Agreement, the Company has received $110,000 of principal and will repay $132,000 by making weekly installments of $5,500 until the advance is repaid in full. During the three months ended September 30, 2021, the Company paid the advance in full and there was no balance outstanding as of September 30, 2021. |
Unredeemed Gift Cards
Unredeemed Gift Cards | 9 Months Ended |
Sep. 30, 2021 | |
Unredeemed Gift Card Disclosure [Abstract] | |
UNREDEEMED GIFT CARDS | NOTE 7 – UNREDEEMED GIFT CARDS Unredeemed gift cards activities as of September 30, 2021 and December 31, 2020 are summarized as follows: September 30, December 31, (Unaudited) Beginning balance $ 48,311 $ 10,365 Acquired gift card liability (see Note 3) 87,260 — Sale of gift cards 104,950 99,322 Revenue from breakage — (17,114 ) Total gift card redemptions (80,649 ) (44,262 ) Ending balance $ 159,872 $ 48,311 |
Lease Liabilities
Lease Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
LEASE LIABILITIES | NOTE 8 – LEASE LIABILITIES Operating Lease Right-of-Use (“ROU”) Asset and Operating Lease Liabilities On July 6, 2021, the Company acquired Model Meals (see Note 3), which had a lease agreement for its facility in Santa Ana, California. On July 06, 2021, the lease expires in December 2021 and had remaining operating right-of-use asset and liability of $76,136 and $79,054, respectively. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $14,140 for the remainder of the lease term June 1, 2021, the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. For the nine months ended September 31, 2021, total rent expense amounted to $58,542 which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations. The significant assumption used to determine the present value of the operating lease liabilities was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Operating right-of-use (“Operating ROU”) asset is summarized below: September 30, 2021 (Unaudited) Operating ROU assets $ 336,614 Less accumulated reductions (48,971 ) Balance of Operating ROU assets, net $ 287,643 Operating lease liabilities related to the Operating ROU assets is summarized below: September 30, (Unaudited) Operating lease liabilities $ 339,532 Total operating lease liabilities 339,532 Reduction of operating lease liabilities (51,377 ) Total 288,155 Less: short term portion (114,216 ) Long term portion $ 173,939 Future minimum operating lease payments under the operating lease agreements at September 30, 2021 are as follows: Year ending December 31, Amount 2021 $ 62,459 2022 98,755 2023 103,692 2024 62,215 Total minimum non-cancelable operating lease payments 327,121 Less: discount to fair value (38,967 ) Total operating lease payable at September 30, 2021 $ 288,154 Financing Lease Right-of-Use (“ROU”) Assets and Financing Lease Liability On July 13, 2021, the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying balance sheet under accrued liabilities. At the effective date of the financing agreement, the Company recorded a financing lease payable of $200,509. The significant assumption used to determine the present value of the financing lease liability was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Financing right-of-use (“Financing ROU”) asset is summarized below: September 30, 2021 (Unaudited) Financing ROU assets $ 200,509 Less accumulated depreciation (13,924 ) Balance of financing ROU assets, net $ 186,585 For the three months ended September 30, 2021, depreciation expense related to Financing ROU assets amounted to $13,924. Financing lease liability related to the Financing ROU assets is summarized below: September 30, 2021 (Unaudited) Financing lease payables for equipment $ 200,509 Total financing lease payables 200,509 Reduction of financing lease liability (8,748 ) Total 191,761 Less: short term portion (61,596 ) Long term portion $ 130,164 Future minimum lease payments under the financing lease agreement at September 30, 2021 are as follows: Year ending December 31, Amount 2021 $ 19,500 2022 78,000 2023 78,000 2024 45,500 Total minimum non-cancelable financing lease payments 221,000 Less: discount to fair value (29,239 ) Total financing lease payable at September 30, 2021 $ 191,761 |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 9 – RELATED PARTY TRANSACTION The Company utilizes the shipping carrier account of a related entity, owned 50% by the Company’s current chief executive officer and principal stockholder for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 10% fee. The total amount paid to the related entity during the nine months ended September 30, 2021 and 2020 were $120,778 and $75,832, respectively, which is included in cost of goods sold on the statement of operations. See also disposal of the RTD Business with related party in Note 3 – Acquisition of Home Bistro Holdings and Disposal of the Discontinued Operations of the RTD Business. See also related party convertible note in Note 4 – March 2021 Note III – Related Party. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10 – STOCKHOLDERS’ DEFICIT On September 14, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effect a 1 for 31.993 reverse stock split of its common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, stock warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the condensed consolidated financial statements to reflect the reverse stock split (see Note 1 and Note 3). Shares Authorized On April 7, 2020, the Board of Directors of the Company approved the increase of the authorized shares of the common stock to 1,000,000,000 from 600,000,000 (see Note 1). Preferred Stock As of September 30, 2021, there were no outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (see above Stocks Issued Pursuant to Recapitalization On September 25, 2020, in connection with the Asset Purchase Agreement between the Company and Gratitude Keto, the Company repurchased the 250,000 shares of Series B Preferred Stock (see above Stocks Issued Pursuant to Recapitalization Common Stock and Warrants Issued Pursuant to Recapitalization On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3): ● 519,000 shares of Series A Preferred stock, were exchanged for aggregate of 42,395,542 shares of common stock and 87,354,458 of stock warrants. The 87,354,458 stock warrants issued are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series A Preferred stock. ● 250,000 shares of Series B Convertible Preferred stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and the remaining 250,000 shares of Series B Convertible Preferred stock remain issued and outstanding as of September 30, 2020. ● 2,250 and 250 of the Company’s shares of Series C Preferred stock, were exchanged for 11,250,000 of stock warrants and 1,250,000 shares of common stock, respectively, for an aggregate of 2,500 shares of Series C Preferred exchanged. The 11,250,000 stock warrants are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series C Preferred stock. ● a lender converted $1,127,500 of outstanding convertible note balance into 28,187,500 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. ● 2,500,000 shares of commons stock held by a stockholder were exchanged for 2,500,000 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. As a result, in connection with the Exchange Agreement and Merger (see Note 3), Gratitude Health, Inc is deemed to have issued a total of 250,000 shares of Series B Convertible Preferred stock, 60,727,607 shares of common stock, 1,940,000 stock options, 129,291,958 stock warrants which represent the outstanding preferred stock, common stock (issued and issuable), stock options and stock warrants of the Company on the date of the Merger. ● On April 20, 2020, pursuant to the Merger (see Note 3), the Company issued 129,291,958 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030 (see above Stocks Issued Pursuant to Recapitalization ● On April 20, 2020, pursuant to the Exchange Agreement (see Note 3), the Company issued 221,593,553 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030 in exchange for certain outstanding common stock shares of Home Bistro on the date of the Merger. Common Stock Common stock issued for cash: ● During the nine months ended September 30, 2021, the Company issued an aggregate of 3,815,527 shares of common stock, to non-affiliate investors for aggregate net cash proceeds of $2,713,238. ● During the nine months ended September 30, 2020, the Company issued an aggregate of 47,749 shares of common stock, to a related party for aggregate cash proceeds of $100,006. Common stock issued for services: ● On April 20, 2021, the Company issued an aggregate of 2,000,000 shares of common stock with an aggregate grant date fair value of $1,530,000 or $0.765 per share based on the market price of common stock on grant date, to two consultants pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the twelve-month service period. During the nine months ended September 30, 2021, $382,500 of the deferred compensation was amortized which was charged to professional and consulting fee in the accompanying condensed consolidated statements of operations. ● On September 29, 2021, the Company issued 100,000 shares of common stock with fair value of $135,000 of $1.35 per share based on the market price of common stock on grant date, to a consultant pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the six-month service period. Stock-based compensation: ● On April 29, 2021, the Company issued 25,000 shares of common stock with an aggregate grant date fair value of $24,750 or $0.99 per share based on the market price of common stock on grant date, to a board member for services rendered and was charged to compensation and related expenses in the accompanying condensed consolidated statements of operations. ● During the nine months ended September 30, 2020, the Company recorded stock-based compensation of $213,841, related to common stock issued to an executive pursuant to an employment agreement and was charged as compensation and related expenses in the accompanying statements of operations. As of September 30, 2020, there was no unamortized compensation expense related to these common shares. ● During the nine months ended September 30, 2020, the Company recorded stock-based compensation of $238,268 related to an aggregate of 127,942,741 shares of common stock issued to employees and various consultants, of which $102,332 was charged as compensation and related expenses, $124,219 as professional and consulting expenses and $11,717 as selling and marketing expenses in the accompanying condensed consolidated statements of operations. Common stock issued for commitment fee with convertible notes payable: ● On January 12, 2021, the Company issued 29,385 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement (see Note 4), valued at $17,297 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On January 27, 2021, the Company issued 150,000 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement (see Note 4), valued at $85,981 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 22, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $6,949 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 29, 2021, the Company issued 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $24,504 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 50,000 shares of common stock to a related party investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $23,718 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $11,845 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 31, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $36,499 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On April 7, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $30,947 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 17, 2021, the Company granted 60,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $26,824 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 28, 2021, the Company granted 150,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $67,645 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On September 1, 2021, the Company granted 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $26,877 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On September 8, 2021, the Company granted 114,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 4), valued at $59,468 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. Cancellation of common stock issuable: ● On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3), 2,600,000 shares of common stock issuable at the closing of the acquisition were cancelled during the nine months ended September 30, 2020. As of September 30, 2020, the Company did not have any common stock issuable. Common stock issued for acquisition of subsidiary: ● On July 6, 2021, the Company granted an aggregate of 2,008,310 shares of common stock on a pro rata Stock Options A summary of the Company’s outstanding stock options as of September 30, 2021 and changes during the period ended are presented below: Number of Weighted Weighted Aggregate Balance at December 31, 2020 60,638 $ 3.20 0.03 $ — Expired (60,368 ) $ — — — Balance at September 30, 2021 — $ — — $ — Stock Warrants Warrants issued pursuant to an agreement (see Note 11): On September 22, 2020, the Company issued a warrant to purchase up to 300,000 shares of the Company’s common stock to a third-party entity in connection with the Joint Product Development and Distribution Agreement (see Note 11). This warrant is exercisable, in whole or in part, upon issuance at $0.001 per share, and expires on September 22, 2030. This warrant has a grant date fair value of $360,000 recorded as product development expense on the condensed consolidated statements of operations. Warrants issued for commitment fee with convertible notes payable (see Note 4): ● On January 27, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 22, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 25, 2021, the Company issued warrant to purchase up to 78,250 shares of common to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $4,744 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a related party investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 30, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 55,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On April 7, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 17, 2021, the Company issued a warrant to purchase up to 60,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 28, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $1.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On September 1, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On September 8, 2021, the Company issued a warrant to purchase up to 114,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 4). The warrant; (i) was valued at $21,004 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. A summary of the Company’s outstanding stock warrants as of September 30, 2021 and changes during the period ended are presented below: Number of Weighted Weighted Balance on December 31, 2020 11,278,212 $ 0.03 9.3 Issued pursuant to convertible debt (see Note 4) 957,250 2.34 4.6 Balance on September 30, 2021 12,235,462 $ 0.21 8.3 Stock warrants exercisable on September 30, 2021 12,235,462 $ 0.21 8.3 Certain exercisable stock warrants had per share intrinsic value of $1.20 at September 30, 2021, totaling $13,507,927. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Lease Obligation Settlement On February 22, 2018, the Company entered into a Surrender Agreement with a former landlord for rental obligations dating back to the year ended December 31, 2017 until the space was vacated by the Company on March 31, 2017. Upon executing the Surrender Agreement, the former landlord and the Company agreed that the total rental obligation due was $109,235. The former landlord agreed to $50,000 as full satisfaction of all obligations owed at the time of the Surrender Agreement. The Company agreed to make regular payments on the outstanding rental obligation until paid in full through September 2019; however, there is no penalty if the obligation is not fully paid by such date. As of September 30, 2021 and December 31, 2020, the balance remaining due on this obligation were $22,900 and $26,400, respectively, included in accounts payable on the accompanying condensed consolidated balance sheets. Put Option Agreement On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying condensed consolidated balance sheets as a long-term liability, Common stock repurchase obligation Joint Product Development and Distribution Agreement Corlich Enterprises, Inc On September 22, 2020, the Company and Corlich Enterprises, Inc., a New Jersey corporation (“Corlich”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date, pursuant to which, among other things, Corlich agreed to provide certain commercial services (the “Services”) of Cat Cora, an American professional chef, in order for the Company and Corlich to collaboratively develop a brand of meals (the “Cat Cora Meals”). In consideration for the Services, the Company agreed to (i) pay Corlich a royalty on net revenues generated from (A) the Cat Cora Meals, and (B) Home Bistro and Prime Chop brand orders where a dedicated code is used at purchase, and (ii) issue a warrant to purchase up to 300,000 shares of common stock. The Development Agreement has a three-year term, unless sooner terminated pursuant to its terms. During the first year of the Development Agreement’s term, Corlich is guaranteed a minimum royalty payment of $109,210. For the second and third year of the Development Agreement’s term, the Development Agreement estimates that Corlich will be guaranteed a minimum royalty payment of $218,380 and $436,770, respectively, subject to the achievement of the prior year’s guaranteed minimum royalty payment and the parties’ agreement to negotiate in good faith a lower guaranteed minimum royalty if such guaranteed minimum royalty payment is not achieved or to otherwise terminate the Development Agreement. Royalties above the guaranteed minimum royalty are based on an increasing percentage of net revenues generated from the sale of Cat Cora Meals as certain revenue milestones are met as defined in the Distribution Agreement. Royalties will be accrued over the term of the Development Agreement, to be included in cost of sale. In 2020, the Company accrued $36,403 of royalty fee. During the nine months ended September 30, 2021, the Company accrued $93,284 of royalty fee and paid an aggregate of $72,800. As of September 30, 2021 and December 31, 2020, a total of $56,887 and $36,403 of accrued royalty fee, respectively, was reflected as accrued expense and other liabilities in the accompanying condensed consolidated balance sheets. Red Velvet XOXO, LLC On March 19, 2021, the Company and Red Velvet XOXO LLC, a New York corporation (“Red Velvet”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective date unless sooner terminated as hereinafter provided, or unless extended by mutual agreement of the Parties. Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts, marketed and sold exclusively utilizing Red Velvet’s recipes (the “Red Velvet Desserts”) under the Home Bistro label, under the terms and conditions of the Development Agreement. For the use of Red Velvet Desserts and all associated intellectual property for the benefit of the Red Velvet Desserts, Bistro shall pay to Red Velvet the following: (i) 10% of all Net Revenue generated from the sale of the Red Velvet Desserts (the “Velvet Desserts Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Red Velvet Desserts less discounts and returns. The Velvet Desserts Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Red Velvet Desserts dedicated code was used at the time of purchase (“Velvet Desserts Commission”). The Velvet Desserts Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Commission was earned. As of September 30, 2021, there were no payments accrued or paid under the Development Agreement. Chef Roblé & Co. On April 13, 2021, the Company and Roblé Ali (“Roblé”), celebrity chef and reality TV personality “Chef Roblé & Co.” (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for two years from the effective date unless sooner terminated as defined in the agreement. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Roblé Meals, under the terms and conditions of the Development Agreement. For the use of Roblé Meals and all associated intellectual property for the benefit of the Roblé Meals, the Company shall pay to Roblé the following: (i) 10% of all Net Revenue generated from the sale of the Roblé Meals (the “Roblé Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Roblé Meals less discounts and returns. The Roblé Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Roblé dedicated code was used at the time of purchase (“Roblé Commission”). Upon execution of the Development Agreement, the Company shall provide Roblé with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire Term. The Roblé Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. As of September 30, 2021, the first condition of the GMC has been satisfied by both parties. Hungry Fan Brand, LLC On February 18, 2021, the Company and Hungry Fan Brand, LLC (“Hungry Fan”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months form the effective date unless sooner terminated as defined in the agreement. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Hungry Fan Meals, under the terms and conditions of the Development Agreement. For the use of Hungry Fan Meals and all associated intellectual property for the benefit of the Hungry Fan Meals, the Company shall pay to Hungry Fan the following: (i) 10% of all Net Revenue generated from the sale of the Hungry Fan Meals (the “Hungry Fan Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Hungry Fan Meals less discounts and returns. The Hungry Fan Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Hungry Fan Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Hungry Fan dedicated code was used at the time of purchase (“Hungry Fan Commission”). Upon execution of the Development Agreement, the Company shall provide Hungry Fan with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire Term. The Hungry Fan Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Hungry Fan a guaranteed minimum compensation of $24,000 over twelve months (the “GMC”), to be paid in installments of $2,000 per month, by the 10 th License Intellectual Agreement On April 25, 2021, the Company entered into a nonexclusive and nontransferable License Intellectual Agreement (“License”) with Homemade Meals, LL C (“Homemade Meals”) to sublicense or use in design, promotion, production, marketing, selling, and distribution of meal kits, and other similar and related goods and products, the trade name “Homemade Meals” (“Licensed Intellectual Property”). Pursuant to the License the Company shall pay Homemade Meals a license fee equal to 4% of the Company’s total revenue generated from the use and/or sublicense of the Licensed Intellectual Property and the license shall be perpetual, commencing upon the Effective Date unless terminated in accordance the provisions of the License Agreement. As of September 30, 2021, there were no payments accrued or paid under the License. Membership Interest Purchase Agreement On July 12, 2021, the Company entered into a Membership Interest Purchase Agreement (“Agreement”) with the members of Homemade Meals, LLC (“Homemade Meals”), a, Delaware limited liability company, whereby the Company agreed to issue to 4,266,666 shares of the Company’s common stock which shall be valued based on the market price of common stock on the acquisition date, in exchange for 100% of the membership interests of Homemade Meals. As of September 30, 2021, no consideration has been transferred and the Company does not consider the Agreement closed as of September 30, 2021. Registration Rights Agreement The Company also entered into a Registration Rights Agreement (“Registration Agreement”) in connection with the December 2020 Agreements II (see Note 4). Pursuant to which the Company is required to prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Securities as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registerable Securities, or an amount equal to the maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC. In the event the Company cannot register sufficient shares of Securities, due to the remaining number of authorized shares of Securities being insufficient, the Company will use its best efforts to register the maximum number of shares it can base on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. The Company shall use its best efforts to have the Registration Statement filed with the SEC within 60 or 120 days following the closing date of the December 2020 Agreements II (collectively as “Filing Deadline”). The Company shall pay the holder the sum of 1% of the purchase amount of the December 2020 Note II as liquidated damages, and not as a penalty for each time it fails to meet the Filing Deadline. The liquidated damages set forth in the Registration Agreement shall be paid, at the holder’s option, in cash or securities priced at the share price, or portion thereof. Failure of the Company to make payment within five business days of the Filing Date shall be considered a breach of the Registration Agreement. On March 18, 2021, the December 2020 Note I was paid in full; the lender did not exercise any of its rights relating to any potential default that may have occurred after the issue date of the December 2020 Note. As of September 30, 2021, the December 2020 Note I had no outstanding balance. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Sale of Common Stock Subsequent to September 30, 2021, the Company issued and aggregate of 2,731,016 common stock in exchange for $1,973,510 of net proceeds. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited condensed consolidated financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021. These interim unaudited condensed consolidated financial statements for the period ending September 30, 2021 consist of the interim unaudited condensed consolidated balance sheets of the Company as of September 30, 2021 and the related interim unaudited condensed consolidated statements of operations, changes in stockholders’ equity deficit and cash flows for the three and nine month periods ended September 30, 2021 and 2020, and the related notes, and reflect the acquisition of the Company’s wholly-owned subsidiaries, Home Bistro Holdings and Model Meals which are fully disclosed in Note 3. |
Going Concern | Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, for the nine months ended September 30, 2021, the Company had net loss and cash used in operations of $3,733,490 and $2,167,244, respectively. At September 30, 2021, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $10,066,879, $1,018,800 and $652,901, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds in 2021 was primarily from the third-party advances and convertible notes payable and sale of common stock through private placements. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of September 30, 2021 and December 31, 2020 include the assumptions used in the redemption recognition method for unredeemed gift cards, collectability of receivables and note receivable, value of inventory, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. |
Cash | Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of September 30, 2021 and December 31, 2020, the bank balance was in excess of FDIC insured levels by approximately $1,160,000 and $197,000, respectively. The Company has not experienced any losses in such accounts through September 30, 2021. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt (see Note 4) and were as follows at September 30, 2021: September 30, 2021 December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 144,117 $ — $ — $ 180,029 A roll forward of the level 3 valuation financial instruments is as follows: Nine Months (Unaudited) Balance at December 31, 2020 $ 180,029 Initial valuation of derivative liabilities included in debt discount 223,358 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (232,641 ) Balance at September 30, 2021 $ 144,117 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In accordance with ASC 350-30-65, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Inventory | Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of September 30, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. |
Revenue Recognition | Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred, It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Breakage revenue is included in product sales and the Company recorded nil |
Cost of Sales | Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $317,844 and $79,563 for the nine months ended September 30, 2021 and 2020, respectively, and 168,331 and $22,709 for the three months ended September 30, 2021 and 2020, respectively. Shipping and handling costs charged to customers are included in sales. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
Advertising costs | Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $520,776 and $135,520, for the nine months ended September 30, 2021 and 2020, respectively, and $330,803 and $50,638 for the three months ended September 30, 2021 and 2020, respectively, are presented on the accompanying condensed consolidated statement of operations as selling and marketing expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the nine months ended September 30, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of September 30, 2021 and 2020 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. September 30, 2021 2020 Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 12,235,462 11,267,571 Convertible Notes 1,204,192 — Total 13,439,654 11,328,209 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of assets or liabilities measured at fair value | September 30, 2021 December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 144,117 $ — $ — $ 180,029 |
Schedule of a roll forward of the level 3 valuation financial instruments | Nine Months (Unaudited) Balance at December 31, 2020 $ 180,029 Initial valuation of derivative liabilities included in debt discount 223,358 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (232,641 ) Balance at September 30, 2021 $ 144,117 |
Schedule of computation of diluted shares outstanding and all dilutive securities | September 30, 2021 2020 Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 12,235,462 11,267,571 Convertible Notes 1,204,192 — Total 13,439,654 11,328,209 |
Acquisitions and Disposal of _2
Acquisitions and Disposal of The Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities | Cash $ 4,917 Prepaid expense 9,776 Operating right-of-use asset 32,444 Total assets acquired 47,137 Accounts payable and accrued expenses (209,417 ) Operating right-of-use liability (32,444 ) Total liabilities assumed $ (241,861 ) Net liability assumed $ (194,724 ) |
Schedule of set forth the selected financial data of the net liabilities recorded to additional paid in capital | September 24, Assets: Other assets: Operating lease right-of-use assets, net $ 2,417 Total assets $ 2,417 Liabilities: Current liabilities: Accounts payable $ 112,212 Accrued expenses and other liabilities 5,009 Operating lease liabilities, current portion 2,417 Total current liabilities 119,638 Total liabilities $ 119,638 Net liabilities $ 117,221 Expense reimbursement by Buyer 14,000 Disposal of net liabilities to a related party $ 131,221 |
Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,780,964 Total assets acquired at fair value 2,492,302 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,060,000 Purchase consideration paid: Fair value of common shares issued $ 2,000,000 Cash consideration 60,000 Total purchase consideration paid $ 2,060,000 |
Schedule of intangible assets, net consisted | Estimated September 30, (Unaudited) Computer software 3.5 years $ 66,198 Customer relationships 7 years 43,000 Trademark Indefinite 505,000 Less: Accumulated amortization (6,628 ) $ 607,570 |
Schedule of consolidated results of operations | Nine Months Ended Nine Months Ended September 30, September 30, Net Revenues $ 2,472,073 $ 2,697,311 Net Loss $ (3,733,490 ) $ (1,079,842 ) Net Loss per Share $ (0.17 ) $ (0.06 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | September 30, (Unaudited) Principal amount $ 1,156,351 Less: debt discount (498,440 ) Convertible notes payable, net $ 657,911 Principal amount – related party $ 75,391 Less: debt discount – related party (39,479 ) Convertible notes payable - related party, net $ 35,915 Total convertible notes payable balance, net $ 693,826 |
Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model | September 30, Dividend rate — % Term 2.5 year s Volatility 60% to 70 % Risk—free interest rate 0.14 to 0.24 % |
Schedule of fair value of the derivative liabilities | September 30, Dividend rate — % Term (in years) 0.33 to 0.84 Volatility 90 % Risk—free interest rate 0.04 to 0.11 % Default probability 25 % |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of note payable | September 30, (Unaudited) Principal amount $ 306,900 Less: current portion (11,028 ) Notes payable - long term portion $ 295,872 |
Schedule of minimum principal payments under notes payable | Remaining in December 31, 2021 $ 7,988 Year ended December 31, 2022 6,170 Year ended December 31, 2023 6,405 Year ended December 31, 2024 6,649 Year ended December 31, 2025 6,902 Thereafter 272,786 Total principal payments $ 306,900 |
Unredeemed Gift Cards (Tables)
Unredeemed Gift Cards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Unredeemed Gift Card Disclosure [Abstract] | |
Schedule of unredeemed gift cards activities | September 30, December 31, (Unaudited) Beginning balance $ 48,311 $ 10,365 Acquired gift card liability (see Note 3) 87,260 — Sale of gift cards 104,950 99,322 Revenue from breakage — (17,114 ) Total gift card redemptions (80,649 ) (44,262 ) Ending balance $ 159,872 $ 48,311 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of operating right-of-use asset | September 30, 2021 (Unaudited) Operating ROU assets $ 336,614 Less accumulated reductions (48,971 ) Balance of Operating ROU assets, net $ 287,643 September 30, 2021 (Unaudited) Financing ROU assets $ 200,509 Less accumulated depreciation (13,924 ) Balance of financing ROU assets, net $ 186,585 |
Schedule of operating lease liabilitiese | September 30, (Unaudited) Operating lease liabilities $ 339,532 Total operating lease liabilities 339,532 Reduction of operating lease liabilities (51,377 ) Total 288,155 Less: short term portion (114,216 ) Long term portion $ 173,939 September 30, 2021 (Unaudited) Financing lease payables for equipment $ 200,509 Total financing lease payables 200,509 Reduction of financing lease liability (8,748 ) Total 191,761 Less: short term portion (61,596 ) Long term portion $ 130,164 |
Schedule of future minimum operating lease payments | Year ending December 31, Amount 2021 $ 62,459 2022 98,755 2023 103,692 2024 62,215 Total minimum non-cancelable operating lease payments 327,121 Less: discount to fair value (38,967 ) Total operating lease payable at September 30, 2021 $ 288,154 Year ending December 31, Amount 2021 $ 19,500 2022 78,000 2023 78,000 2024 45,500 Total minimum non-cancelable financing lease payments 221,000 Less: discount to fair value (29,239 ) Total financing lease payable at September 30, 2021 $ 191,761 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activity | Number of Weighted Weighted Aggregate Balance at December 31, 2020 60,638 $ 3.20 0.03 $ — Expired (60,368 ) $ — — — Balance at September 30, 2021 — $ — — $ — |
Schedule of outstanding stock warrants | Number of Weighted Weighted Balance on December 31, 2020 11,278,212 $ 0.03 9.3 Issued pursuant to convertible debt (see Note 4) 957,250 2.34 4.6 Balance on September 30, 2021 12,235,462 $ 0.21 8.3 Stock warrants exercisable on September 30, 2021 12,235,462 $ 0.21 8.3 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - USD ($) | Jul. 12, 2021 | Jul. 06, 2021 | Sep. 14, 2020 | Sep. 29, 2021 | Sep. 25, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 07, 2020 |
Organization and Nature of Operations (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||
Subsidiary shares of preferred stock percentage | 80.00% | |||||||||
Percentage of voting control | 51.00% | |||||||||
Reverse stock split | 31.993 | |||||||||
Common stock, par value | $ 0.001 | $ 1.35 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Cash payable | $ 7,000 | |||||||||
Promissory note | $ 7,000 | |||||||||
Interest rate | 5.00% | |||||||||
Monthly installments | $ 1,000 | |||||||||
Aggregate shares | 2,008,310 | |||||||||
Paid cash amount | $ 60,000 | $ 2,428,923 | $ 284,405 | |||||||
Common stock, shares issued | 4,266,666 | 2,008,310 | 100,000 | |||||||
Fair value amount | $ 2,000,000 | |||||||||
RTD [Member] | ||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||
Preferred stock, shares outstanding | 250,000 | |||||||||
Accounting expense | $ 14,000 | |||||||||
Maturity date | The promissory note bears an interest rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through maturity (see Note 3). | |||||||||
Board of Directors Chairman [Member] | Minimum [Member] | ||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 600,000,000 | |||||||||
Board of Directors Chairman [Member] | Maximum [Member] | ||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||
Preferred stock, shares outstanding | 250,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Accounting expense | $ 14,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Net loss | $ 3,733,490 | ||||
Cash used in operations | 2,167,244 | ||||
Accumulated deficit | $ (10,066,879) | (10,066,879) | $ (6,333,389) | ||
Stockholders' deficit | 1,018,800 | 1,018,800 | |||
Working capital deficit | 652,901 | 652,901 | |||
FDIC insured amount | 1,160,000 | 1,160,000 | $ 197,000 | ||
Breakage revenue included in product sales | |||||
Shipping and handling costs | 168,331 | $ 22,709 | 317,844 | $ 79,563 | |
Advertising costs | $ 330,803 | $ 50,638 | $ 520,776 | $ 135,520 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | $ 144,117 | $ 180,029 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of a roll forward of the level 3 valuation financial instruments | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of a roll forward of the level 3 valuation financial instruments [Abstract] | |
Balance at beginning of year | $ 180,029 |
Initial valuation of derivative liabilities included in debt discount | 223,358 |
Reclassification of derivative liability to gain on debt extinguishment | (26,629) |
Change in fair value of derivative liabilities | (232,641) |
Balance at end of year | $ 144,117 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding and all dilutive securities - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,439,654 | 11,328,209 |
Stock Options [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 60,638 | |
Stock Warrants [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,235,462 | 11,267,571 |
Convertible Preferred Stock [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,204,192 |
Acquisitions and Disposal of _3
Acquisitions and Disposal of The Discontinued Operations (Details) - USD ($) | Jul. 06, 2021 | Sep. 25, 2020 | Apr. 20, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||
After the exchange, description | After the Exchange, a total of 1,899,094 shares of common stock, warrants to purchase 4,041,258 shares of common stock and 60,638 stock options were deemed issued and outstanding. | |||||
Accounts payable | $ 14,000 | |||||
Accounting expenses | 14,000 | |||||
Cash | 7,000 | |||||
Promissory note | $ 7,000 | |||||
Interest rate | 5.00% | |||||
Installments payable | $ 1,000 | |||||
Due on promissory note | $ 5,000 | |||||
Cash consideration | 7,000 | |||||
Reimbursement to additional paid in capital | $ 14,000 | |||||
Aggregate shares (in Shares) | 2,008,310 | |||||
Paid cash amount | $ 60,000 | $ 2,428,923 | $ 284,405 | |||
Shares of common stock (in Shares) | 2,008,310 | |||||
Weighted average price | $ 2,000,000 | |||||
Amortization expense | $ 6,628 | |||||
Agreement and Plan of Merger [Member] | ||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||
Exchange agreement, description | As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,222 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock. The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger. | |||||
Common stock shares (in Shares) | 5,405,479 | |||||
Proceeds from sale shareholder | $ 1,300,000 | |||||
Repurchase obligation | $ 1,300,000 | |||||
Common stock and stock warrants, percentage | 80.00% | |||||
Home Bistro [Member] | Agreement and Plan of Merger [Member] | ||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||
Stock options (in Shares) | 24,031,453 | |||||
Diluted basis common stock (in Shares) | 17,105,139 | |||||
Warrants shares (in Shares) | 6,926,314 | |||||
Time of Merger [Member] | Agreement and Plan of Merger [Member] | ||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||
Common stock shares (in Shares) | 19,004,233 | |||||
Stock options (in Shares) | 60,638 | |||||
Warrants shares (in Shares) | 10,967,572 | |||||
Common stock issued and outstanding (in Shares) | 30,031,501 |
Acquisitions and Disposal of _4
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of assets and liabilities | Sep. 30, 2021USD ($) |
Schedule of assets and liabilities [Abstract] | |
Cash | $ 4,917 |
Prepaid expense | 9,776 |
Operating right-of-use asset | 32,444 |
Total assets acquired | 47,137 |
Accounts payable and accrued expenses | (209,417) |
Operating right-of-use liability | (32,444) |
Total liabilities assumed | (241,861) |
Net liability assumed | $ (194,724) |
Acquisitions and Disposal of _5
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of set forth the selected financial data of the net liabilities recorded to additional paid in capital | Sep. 24, 2020USD ($) |
Other assets: | |
Operating lease right-of-use assets, net | $ 2,417 |
Total assets | 2,417 |
Current liabilities: | |
Accounts payable | 112,212 |
Accrued expenses and other liabilities | 5,009 |
Operating lease liabilities, current portion | 2,417 |
Total current liabilities | 119,638 |
Total liabilities | 119,638 |
Net liabilities | 117,221 |
Expense reimbursement by Buyer | 14,000 |
Disposal of net liabilities to a related party | $ 131,221 |
Acquisitions and Disposal of _6
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Assets acquired: | |
Current assets | $ 97,140 |
Computer software | 66,198 |
Customer relationships | 43,000 |
Trademark | 505,000 |
Goodwill | 1,780,964 |
Total assets acquired at fair value | 2,492,302 |
Less: total liabilities assumed | (432,302) |
Net asset acquired | 2,060,000 |
Purchase consideration paid: | |
Fair value of common shares issued | 2,000,000 |
Cash consideration | 60,000 |
Total purchase consideration paid | $ 2,060,000 |
Acquisitions and Disposal of _7
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of intangible assets, net consisted | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of intangible assets, net consisted [Abstract] | |
Computer software | 3 years 6 months |
Computer software estimated Life | $ 66,198 |
Customer relationships | 7 years |
Customer relationships estimated Life | $ 43,000 |
Trademark | Indefinite |
Trademark estimated Life | $ 505,000 |
Less: Accumulated amortization | (6,628) |
Total | $ 607,570 |
Acquisitions and Disposal of _8
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of consolidated results of operations - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of consolidated results of operations [Abstract] | ||
Net Revenues | $ 2,472,073 | $ 2,697,311 |
Net Loss | $ (3,733,490) | $ (1,079,842) |
Net Loss per Share (in Dollars per share) | $ (0.17) | $ (0.06) |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | May 28, 2021 | Apr. 07, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 22, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Aug. 05, 2020 | May 31, 2021 | May 17, 2021 | Apr. 30, 2021 | Mar. 29, 2021 | Mar. 18, 2021 | Jan. 27, 2021 | Dec. 28, 2020 | Dec. 18, 2020 | Nov. 17, 2020 | Sep. 25, 2020 | Mar. 24, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 22, 2021 | Mar. 24, 2021 | Jan. 31, 2021 | Sep. 22, 2020 | Apr. 20, 2020 |
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 165,000 | $ 165,000 | |||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 300,000 | 2,600,000 | |||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 537,916 | $ 537,916 | $ 305,524 | $ 537,916 | $ 537,916 | ||||||||||||||||||||||||||||||
Received net proceeds | $ 150,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 15,000 | ||||||||||||||||||||||||||||||||||
Interest rate per annum | 5.00% | ||||||||||||||||||||||||||||||||||
Increase decrease in interest rate per annum | 5.00% | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note I is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in December 2020 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. | ||||||||||||||||||||||||||||||||||
Accrued interest | 10,893 | ||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 26,629 | 26,629 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. | ||||||||||||||||||||||||||||||||||
Sum of percentage | 1.00% | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 300,000 | ||||||||||||||||||||||||||||||||||
Fair value of warrants | 575,480 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Amended terms, percentage | 10.00% | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||
Principal payments | $ 49,000 | $ 23,000 | $ 63,000 | 49,609 | |||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Aggregate fixed monetary value | 224,563 | ||||||||||||||||||||||||||||||||||
Embedded conversion option | $ 223,358 | ||||||||||||||||||||||||||||||||||
Debt modification, description | Company issued an aggregate of 853,385 shares of common stock and an aggregate of 824,000 warrants as commitment fees (see Note 10). The Company also issued additional 133,250 warrants as commitment fees (see Note 10), in connection with a debt modification of the December Note II and January Note I | ||||||||||||||||||||||||||||||||||
Change in fair value of derivative liability | $ 232,641 | ||||||||||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 328,068 | 1,042,694 | |||||||||||||||||||||||||||||||||
May 2021 Note II [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | 20,300 | 20,300 | 20,300 | 20,300 | |||||||||||||||||||||||||||||||
Debt conversion, description | The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). | ||||||||||||||||||||||||||||||||||
Accrued interest | 3,431 | $ 11,050 | |||||||||||||||||||||||||||||||||
Cash payments, description | Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||
December 2020 Note I [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 275,000 | ||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 75,546 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 183,866 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 75,546 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 23,546 | ||||||||||||||||||||||||||||||||||
Received net proceeds | 234,100 | ||||||||||||||||||||||||||||||||||
Net of OID | 27,500 | ||||||||||||||||||||||||||||||||||
Issuance costs | $ 13,400 | ||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.00% | ||||||||||||||||||||||||||||||||||
Increase decrease in interest rate per annum | 16.00% | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 275,000 | ||||||||||||||||||||||||||||||||||
Accrued interest | 1,175 | ||||||||||||||||||||||||||||||||||
Term of payment, description | the Company elected, pursuant to terms of payment as described in the December 2020 Note I, to pay an aggregate amount of 283,615.75 (the “Payoff Amount”) consisting of $275,000 of principal, $7,865.75 of accrued interest and $750.00 in administrative fees (the “Redemption Amount”).The December 2020 Note I is deemed to have been paid in full; the lender will not exercise any of its rights relating to any potential default that may have occurred after the issue date of the December 2020 Note I and the Second Commitment Shares were returned by the lender to the Company’s transfer agent for cancellation as provided for in the December 2020 Agreements | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Two [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 172,000 | ||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 45,989 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 114,667 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 45,989 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 14,720 | ||||||||||||||||||||||||||||||||||
Received net proceeds | 150,000 | ||||||||||||||||||||||||||||||||||
Net of OID | 15,500 | ||||||||||||||||||||||||||||||||||
Issuance costs | $ 6,500 | ||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.00% | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note II is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in the December 2020 Note II), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note II becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. | ||||||||||||||||||||||||||||||||||
Increase interest rate | 16.00% | ||||||||||||||||||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $19,264 beginning at the end of the third month from the issuance date of the note. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the Amortization Payment due date and pay an extension fee of $1,926, provided that the note is not in default. The first twelve months of interest (equal to $20,640) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. As of December 31, 2020, the December 2020 Note II had outstanding principal and accrued interest of $172,000 and $0, respectively. During the nine months ended September 30, 2021, the Company fully paid the December 2020 Note II. As of September 30, 2021, the December 2020 Note II had had no outstanding balance. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 78,250 | ||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,227 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Commitment fair value | $ 22,995 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Three [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 120,000 | ||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 73,269 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 29,385 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 29,385 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 17,297 | ||||||||||||||||||||||||||||||||||
Received net proceeds | 105,000 | ||||||||||||||||||||||||||||||||||
Net of OID | 10,000 | ||||||||||||||||||||||||||||||||||
Issuance costs | $ 5,000 | ||||||||||||||||||||||||||||||||||
Interest rate per annum | 10.00% | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the January 2021 Note I is fully repaid and satisfied on or prior to the maturity date. Upon the occurrence and during the continuation of any Event of Default (as defined in the January 2021 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the January 2021 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125% | ||||||||||||||||||||||||||||||||||
Increase interest rate | 16.00% | ||||||||||||||||||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $14,666.66 beginning April 12, 2021. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the due date and pay an extension fee of $3,080, provided that the note is not in default. The first twelve months of interest (equal to $12,000) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 55,000 | 55,000 | |||||||||||||||||||||||||||||||||
Fair value of warrants | $ 6,173 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||
Commitment fair value | $ 13,223 | $ 13,223 | |||||||||||||||||||||||||||||||||
Amended terms, percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement Four [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | 22,463 | 22,463 | $ 330,000 | 22,463 | $ 22,463 | ||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 31,821 | ||||||||||||||||||||||||||||||||||
Received net proceeds | $ 300,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 33,000 | ||||||||||||||||||||||||||||||||||
Interest rate per annum | 8.00% | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The January 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||
Outstanding principal | 154,463 | 154,463 | 154,463 | 154,463 | |||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||||||
Increase interest rate | 140.00% | ||||||||||||||||||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $39,600 beginning May 1, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 31,821 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Commitment fair value | $ 93,750 | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Shares of common stock value | $ 85,981 | ||||||||||||||||||||||||||||||||||
Maturity date | Feb. 1, 2022 | ||||||||||||||||||||||||||||||||||
Principal payments | 175,537 | ||||||||||||||||||||||||||||||||||
March 2021 Note I [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 25,000 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 1,346 | ||||||||||||||||||||||||||||||||||
Received net proceeds | 50,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 5,000 | ||||||||||||||||||||||||||||||||||
Outstanding principal | 37,693 | 37,693 | 37,693 | 37,693 | |||||||||||||||||||||||||||||||
Accrued interest | 0 | 2,058 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | ||||||||||||||||||||||||||||||||||
Principal payments | 17,307 | ||||||||||||||||||||||||||||||||||
March 2021 Note II [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 8,350 | 8,350 | $ 8,350 | $ 8,350 | |||||||||||||||||||||||||||||||
Received net proceeds | $ 100,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | ||||||||||||||||||||||||||||||||||
Debt conversion, description | As of September 30, 2021, the March 2021 Note II had outstanding principal and accrued interest of $3,44 and $0, respectively. | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | $ 6,199 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||
Principal payments | $ 106,556 | ||||||||||||||||||||||||||||||||||
March 2021 Note III – Related Party [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 7,924 | ||||||||||||||||||||||||||||||||||
Received net proceeds | 100,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 75,390 | $ 75,390 | $ 75,390 | 75,390 | |||||||||||||||||||||||||||||||
Accrued interest | 0 | 4,124 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
Principal payments | 34,610 | ||||||||||||||||||||||||||||||||||
March 2021 Note IV [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 25,000 | ||||||||||||||||||||||||||||||||||
Debt discount | 3,957 | 3,957 | 3,957 | 3,957 | |||||||||||||||||||||||||||||||
Received net proceeds | $ 50,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 5,000 | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 1,015 | 1,015 | $ 1,015 | 1,015 | |||||||||||||||||||||||||||||||
Accrued interest | $ 0 | $ 3,100 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | ||||||||||||||||||||||||||||||||||
Principal payments | $ 53,985 | ||||||||||||||||||||||||||||||||||
March 2021 Note V [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt discount | $ 12,352 | $ 12,352 | $ 12,352 | 12,352 | |||||||||||||||||||||||||||||||
Outstanding principal | $ 115,392 | 115,392 | $ 115,392 | $ 115,392 | |||||||||||||||||||||||||||||||
Accrued interest | $ 0 | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | 75,000 | 75,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||
April Financing [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 165,000 | $ 165,000 | |||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | ||||||||||||||||||||||||||||||||||
Received net proceeds | $ 146,500 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 15,000 | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 114,176 | $ 114,176 | $ 114,176 | $ 114,176 | |||||||||||||||||||||||||||||||
Accrued interest | 0 | 8,576 | |||||||||||||||||||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | ||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 9,669 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||
Principal payments | 50,824 | ||||||||||||||||||||||||||||||||||
Legal fees | $ 3,500 | ||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Ten [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | 25,532 | 25,532 | $ 132,000 | 25,532 | 25,532 | ||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 165,000 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 60,000 | ||||||||||||||||||||||||||||||||||
Received net proceeds | $ 111,700 | ||||||||||||||||||||||||||||||||||
Net of OID | 12,000 | ||||||||||||||||||||||||||||||||||
Outstanding principal | 105,468 | 105,468 | 105,468 | 105,468 | |||||||||||||||||||||||||||||||
Accrued interest | $ 4,802 | ||||||||||||||||||||||||||||||||||
Cash payments, description | The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the nine months ended September 30, 2021, the Company paid $25,532 of principal and $4,802 of accrued interest. As of September 30, 2021, the May 2021 Note I had outstanding principal and accrued interest of $105,468 and $0, respectively.The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II: On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 60,000 | ||||||||||||||||||||||||||||||||||
Legal fees | $ 8,300 | ||||||||||||||||||||||||||||||||||
Purchase shares of common stock (in Shares) | 60,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Ten [Member] | May 2021 Note II [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Outstanding principal | 264,700 | 264,700 | 264,700 | $ 264,700 | |||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 30,326 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||||||||||||||
Commitment fair value | $ 9,767 | ||||||||||||||||||||||||||||||||||
September 2021 Note I [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | ||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
Debt discount | 9,493 | 9,493 | 9,493 | 9,493 | |||||||||||||||||||||||||||||||
Received net proceeds | $ 100,000 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 110,000 | 110,000 | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 1,222 | ||||||||||||||||||||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021 | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||
September 2021 Note II [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | ||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 114,000 | ||||||||||||||||||||||||||||||||||
Received net proceeds | $ 218,250 | ||||||||||||||||||||||||||||||||||
Net of OID | $ 25,000 | ||||||||||||||||||||||||||||||||||
Outstanding principal | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 2,778 | ||||||||||||||||||||||||||||||||||
Cash payments, description | The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. | ||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 114,000 | 114,000 | 114,000 | 114,000 | |||||||||||||||||||||||||||||||
Fair value of warrants | $ 21,004 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||
Legal fees | $ 6,750 | ||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||
Purchase shares of common stock (in Shares) | 114,000 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of convertible debt | Sep. 30, 2021USD ($) |
Schedule of convertible debt [Abstract] | |
Principal amount | $ 1,156,351 |
Less: debt discount | (498,440) |
Convertible notes payable, net | 657,911 |
Principal amount – related party | 75,391 |
Less: debt discount – related party | (39,479) |
Convertible notes payable - related party, net | 35,915 |
Total convertible notes payable balance, net | $ 693,826 |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes (Details) - Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model [Line Items] | |
Dividend rate | |
Term | 2 years 6 months |
Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model [Line Items] | |
Volatility | 60.00% |
Risk—free interest rate | 0.14% |
Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model [Line Items] | |
Volatility | 70.00% |
Risk—free interest rate | 0.24% |
Convertible Notes (Details) -_3
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Default probability | 25.00% |
Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Risk—free interest rate | 0.14% |
Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Risk—free interest rate | 0.24% |
Convertible Debt [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Volatility | 90.00% |
Convertible Debt [Member] | Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 3 months 29 days |
Risk—free interest rate | 0.04% |
Convertible Debt [Member] | Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 10 months 2 days |
Risk—free interest rate | 0.11% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 12, 2020 | Sep. 30, 2021 | Jun. 26, 2020 | May 20, 2020 | Apr. 28, 2021 | Jun. 17, 2020 | Apr. 08, 2020 |
Notes Payable (Details) [Line Items] | |||||||
Federal funding | $ 14,612 | ||||||
Bears interest rate | 5.00% | 0.98% | |||||
Outstanding principal balance | $ 7,000 | ||||||
Accrued interest | 308 | ||||||
Other income | $ 5,000 | ||||||
Proceeds received from issuance of note | $ 7,000 | ||||||
Note maturity date | Nov. 12, 2021 | ||||||
PPP Note [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Outstanding principal balance | $ 14,612 | ||||||
Accrued interest payable | $ 142 | ||||||
SBA Loan Agreement [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Bears interest rate | 3.75% | ||||||
Working capital | $ 149,900 | ||||||
Net of processing fee | $ 100 | ||||||
Installment payments amount | $731 | ||||||
Outstanding principal balance amount | 149,900 | ||||||
Accrued interest | 7,675 | ||||||
Company received in advanced | $ 150,000 | ||||||
Interest rate per annum | 3.75% | ||||||
Installment payments | $ 731 | ||||||
SBA Note [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Outstanding principal balance | 150,000 | ||||||
Accrued interest | $ 7,243 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of note payable - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of note payable [Abstract] | ||
Principal amount | $ 306,900 | |
Less: current portion | (11,028) | |
Notes payable - long term portion | $ 295,872 | $ 151,544 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of minimum principal payments under notes payable | Sep. 30, 2021USD ($) |
Schedule of minimum principal payments under notes payable [Abstract] | |
Remaining in December 31, 2021 | $ 7,988 |
Year ended December 31, 2022 | 6,170 |
Year ended December 31, 2023 | 6,405 |
Year ended December 31, 2024 | 6,649 |
Year ended December 31, 2025 | 6,902 |
Thereafter | 272,786 |
Total principal payments | $ 306,900 |
Advance Payable (Details)
Advance Payable (Details) - USD ($) | Jul. 09, 2021 | Dec. 10, 2020 | Aug. 05, 2020 | Aug. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Nov. 17, 2020 | Sep. 30, 2021 | Sep. 01, 2021 | Dec. 31, 2020 |
Advance Payable (Details) [Line Items] | ||||||||||
Principal amount | $ 49,000 | $ 23,000 | $ 63,000 | $ 49,609 | ||||||
Repayment of notes payable | $ 55,370 | $ 25,990 | $ 71,190 | |||||||
Remitting percentage | 17.00% | 17.00% | 17.00% | |||||||
Revenue share agreement description | the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121st day from and including the closing date (“Applicable Percentage”) until the lender receive the specified Amount and; (b) the Company acknowledge that good, sufficient and valuable consideration has been received. The Company will only use the Advance for the purchase of products or services necessary to operate its business as defined in the Agreement. On April 1, 2021, an advance of $74,200 of which $70,000 was made available to the Company and $4,200 OID was charged to interest expense. | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. | ||||||||
Principal amount received | $ 95,000 | $ 34,000 | $ 110,000 | |||||||
Advance repaid | $ 107,350 | $ 38,420 | ||||||||
Total customer payments percentage | 17.00% | 17.00% | ||||||||
Outstanding balance | $ 11,825 | |||||||||
Outstanding balance advance | 83,175 | |||||||||
Principal amount repaid | 132,000 | |||||||||
Advance amount repaid | $ 5,500 | |||||||||
Third Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Advance outstanding balance | $ 47,328 | |||||||||
Principal outstanding balance | 1,672 | |||||||||
Fourth Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Principal outstanding balance | 63,000 | |||||||||
Working Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Capital advance agreement, description | the Company entered into a working capital agreement (the “First PayPal Advance Agreement”) with PayPal. Under the terms of the Fifth Advance Agreement, the Company received net proceeds of $17,000, net of $1,840 loan fee for a total principal amount of $18,840. and will repay the principal and by remitting The Company shall pay a minimum payment every 90-days beginning at the end of the Cancellation Period and ending when the Total Payment Amount has been delivered to Lender. The minimum payment is due in each 90-day period, irrespective of the amount paid in any previous 90-day period. The minimum payment is 5% of the principal amount for loans expected to be repaid in 12 months or more and 10% of the principal amount for loans expected to be repaid in less than 12 months (based on the Company’s account history). | |||||||||
First Paypal Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Advance outstanding balance | 13,825 | |||||||||
Principal outstanding balance | $ 5,015 | |||||||||
First Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Advance outstanding balance | $ 9 | |||||||||
Fifth Advance Agreement [Member] | ||||||||||
Advance Payable (Details) [Line Items] | ||||||||||
Outstanding balance advance | $ 34,000 |
Unredeemed Gift Cards (Details)
Unredeemed Gift Cards (Details) - Schedule of unredeemed gift cards activities - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of unredeemed gift cards activities [Abstract] | ||
Beginning balance | $ 48,311 | $ 10,365 |
Acquired gift card liability (see Note 3) | 87,260 | |
Sale of gift cards | 104,950 | 99,322 |
Revenue from breakage | (17,114) | |
Total gift card redemptions | (80,649) | (44,262) |
Ending balance | $ 159,872 | $ 48,311 |
Lease Liabilities (Details)
Lease Liabilities (Details) - USD ($) | Jul. 13, 2021 | Jul. 06, 2021 | Jun. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Disclosure Text Block [Abstract] | |||||
Operating right-of-use asset | $ 76,136 | $ 287,643 | $ 287,643 | ||
Operating right-of-use liability | 79,054 | ||||
Lease and rental expense | $ 14,140 | ||||
Operating Lease description | the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. | ||||
Operating Leases Rent Expenses Net | $ 58,542 | ||||
Operating lease liabilities discount rate | 10.00% | 10.00% | |||
Financing lease description | the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying balance sheet under accrued liabilities. | ||||
Financing lease payable | $ 200,509 | ||||
Financing lease liability discount rate | 10.00% | ||||
Depreciation expense | $ 13,924 |
Lease Liabilities (Details) - S
Lease Liabilities (Details) - Schedule of operating right-of-use asset | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of operating right-of-use asset [Abstract] | |
Operating ROU assets | $ 336,614 |
Less accumulated reductions | (48,971) |
Balance of Operating ROU assets, net | 287,643 |
Financing ROU assets | 200,509 |
Less accumulated depreciation | (13,924) |
Balance of financing ROU assets, net | $ 186,585 |
Lease Liabilities (Details) -_2
Lease Liabilities (Details) - Schedule of operating lease liabilitiese | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of operating lease liabilitiese [Abstract] | |
Operating lease liabilities | $ 339,532 |
Total operating lease liabilities | 339,532 |
Reduction of operating lease liabilities | (51,377) |
Total | 288,155 |
Less: short term portion | (114,216) |
Long term portion | 173,939 |
Financing lease payables for equipment | 200,509 |
Total financing lease payables | 200,509 |
Reduction of financing lease liability | (8,748) |
Total | 191,761 |
Less: short term portion | (61,596) |
Long term portion | $ 130,164 |
Lease Liabilities (Details) -_3
Lease Liabilities (Details) - Schedule of future minimum operating lease payments | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of future minimum operating lease payments [Abstract] | |
2021 | $ 62,459 |
2022 | 98,755 |
2023 | 103,692 |
2024 | 62,215 |
Total minimum non-cancelable operating lease payments | 327,121 |
Less: discount to fair value | (38,967) |
Total operating lease payable at September 30, 2021 | 288,154 |
2021 | 19,500 |
2022 | 78,000 |
2023 | 78,000 |
2024 | 45,500 |
Total minimum non-cancelable financing lease payments | 221,000 |
Less: discount to fair value | (29,239) |
Total financing lease payable at September 30, 2021 | $ 191,761 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transaction, Rate | 50.00% | |
Shipping charges | 10.00% | |
Related Party Costs | $ 120,778 | $ 75,832 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Jul. 12, 2021 | Jul. 06, 2021 | Sep. 14, 2020 | Sep. 29, 2021 | Apr. 20, 2021 | Apr. 29, 2020 | Apr. 20, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 22, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | May 28, 2021 | May 17, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Jan. 27, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Sep. 25, 2020 | Sep. 22, 2020 | Apr. 07, 2020 |
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Reverse stock split, description | On September 14, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effect a 1 for 31.993 reverse stock split of its common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, stock warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the condensed consolidated financial statements to reflect the reverse stock split (see Note 1 and Note 3). Shares Authorized On April 7, 2020, the Board of Directors of the Company approved the increase of the authorized shares of the common stock to 1,000,000,000 from 600,000,000 (see Note 1). Preferred Stock As of September 30, 2021, there were no outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (see above Stocks Issued Pursuant to Recapitalization). On September 25, 2020, in connection with the Asset Purchase Agreement between the Company and Gratitude Keto, the Company repurchased the 250,000 shares of Series B Preferred Stock (see above Stocks Issued Pursuant to Recapitalization) held by a stockholder (see Note 3). Common Stock and Warrants Issued Pursuant to Recapitalization On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3): ● 519,000 shares of Series A Preferred stock, were exchanged for aggregate of 42,395,542 shares of common stock and 87,354,458 of stock warrants. The 87,354,458 stock warrants issued are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series A Preferred stock. ● 250,000 shares of Series B Convertible Preferred stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and the remaining 250,000 shares of Series B Convertible Preferred stock remain issued and outstanding as of September 30, 2020. ● 2,250 and 250 of the Company’s shares of Series C Preferred stock, were exchanged for 11,250,000 of stock warrants and 1,250,000 shares of common stock, respectively, for an aggregate of 2,500 shares of Series C Preferred exchanged. The 11,250,000 stock warrants are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series C Preferred stock. ● a lender converted $1,127,500 of outstanding convertible note balance into 28,187,500 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. ● 2,500,000 shares of commons stock held by a stockholder were exchanged for 2,500,000 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. As a result, in connection with the Exchange Agreement and Merger (see Note 3), Gratitude Health, Inc is deemed to have issued a total of 250,000 shares of Series B Convertible Preferred stock, 60,727,607 shares of common stock, 1,940,000 stock options, 129,291,958 stock warrants which represent the outstanding preferred stock, common stock (issued and issuable), stock options and stock warrants of the Company on the date of the Merger. ● On April 20, 2020, pursuant to the Merger (see Note 3), the Company issued 129,291,958 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030 (see above Stocks Issued Pursuant to Recapitalization), in exchange for certain outstanding shares of the Company’s common stock on the date of the Merger. ● On April 20, 2020, pursuant to the Exchange Agreement (see Note 3), the Company issued 221,593,553 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030 in exchange for certain outstanding common stock shares of Home Bistro on the date of the Merger. Common Stock | |||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 250,000 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||
Common stock, shares issued | 27,925,989 | 19,123,768 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||
Stock warrants issued | 300,000 | |||||||||||||||||||||||||
Common stock for services (in Dollars) | $ 382,500 | |||||||||||||||||||||||||
Common shares issued | 4,266,666 | 2,008,310 | 100,000 | |||||||||||||||||||||||
Common share fair value (in Dollars) | $ 2,000,000 | $ 135,000 | ||||||||||||||||||||||||
Share per value (in Dollars per share) | $ 0.001 | $ 1.35 | ||||||||||||||||||||||||
Stock-based compensation (in Dollars) | $ 24,750 | $ 213,841 | ||||||||||||||||||||||||
Issued share | 2,600,000 | 300,000 | ||||||||||||||||||||||||
Membership exchange rate | 100.00% | |||||||||||||||||||||||||
Fair value (in Dollars) | $ 360,000 | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Issued share | 114,000 | 50,000 | 150,000 | 60,000 | 75,000 | 75,000 | 25,000 | 50,000 | 25,000 | 150,000 | 29,385 | |||||||||||||||
Fair value (in Dollars) | $ 59,468 | $ 26,877 | $ 67,645 | $ 26,824 | $ 30,947 | $ 36,499 | $ 11,845 | $ 24,504 | $ 6,949 | $ 85,981 | $ 17,297 | |||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||
Stock warrants issued | 221,593,553 | |||||||||||||||||||||||||
Securities purchase agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Issued share | 50,000 | |||||||||||||||||||||||||
Fair value (in Dollars) | $ 23,718 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 519,000 | |||||||||||||||||||||||||
Aggregate of common stock shares | 42,395,542 | |||||||||||||||||||||||||
Common stock, shares issued | 87,354,458 | |||||||||||||||||||||||||
Conversion expire date | The 87,354,458 stock warrants issued are exercisable at $0.001 and expire on April 20, 2030. | |||||||||||||||||||||||||
Warrants exercisable | 87,354,458 | |||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||
Series B Convertible Preferred stock [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 250,000 | |||||||||||||||||||||||||
Preferred stock, shares oustanding | 250,000 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Stockholders equity, description | 2,250 and 250 of the Company’s shares of Series C Preferred stock, were exchanged for 11,250,000 of stock warrants and 1,250,000 shares of common stock, respectively, for an aggregate of 2,500 shares of Series C Preferred exchanged. The 11,250,000 stock warrants are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series C Preferred stock. ●a lender converted $1,127,500 of outstanding convertible note balance into 28,187,500 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Per share intrinsic value (in Dollars) | $ 1.2 | |||||||||||||||||||||||||
Maximum [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Per share intrinsic value (in Dollars) | $ 13,507,927 | |||||||||||||||||||||||||
Minimum [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 600,000,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000 | |||||||||||||||||||||||||
Aggregate of common stock shares | 2,000,000 | |||||||||||||||||||||||||
Common stock, shares issued | 3,815,527 | 47,749 | ||||||||||||||||||||||||
Warrants conversion shares | 2,500,000 | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||
Cash proceeds (in Dollars) | $ 2,713,238 | $ 100,006 | ||||||||||||||||||||||||
Aggregate grant date fair value | 1,530,000 | |||||||||||||||||||||||||
Aggregate of common stock price,per share (in Dollars per share) | $ 0.765 | |||||||||||||||||||||||||
Stock Warrants [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | $ 2.5 | $ 2.5 | $ 1.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | ||||||||||||||
Stock warrants issued | 129,291,958 | 114,000 | 50,000 | 150,000 | 60,000 | 75,000 | 55,000 | 25,000 | 50,000 | 78,250 | 25,000 | 150,000 | ||||||||||||||
Fair value (in Dollars) | $ 21,004 | $ 9,493 | $ 30,326 | $ 9,767 | $ 9,669 | $ 6,173 | $ 3,957 | $ 8,350 | $ 4,744 | $ 1,346 | $ 31,821 | |||||||||||||||
Ownership percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||
Stock Warrants [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||
Stock warrants issued | 75,000 | 50,000 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 12,352 | $ 7,924 | ||||||||||||||||||||||||
Ownership percentage | 4.99% | 4.99% | ||||||||||||||||||||||||
Deferred Compensation, Share-based Payments [Member] | ||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate of common stock shares | 24,750 | 127,942,741 | ||||||||||||||||||||||||
Common stock, shares issued | 238,268 | |||||||||||||||||||||||||
Aggregate grant date fair value | 25,000 | |||||||||||||||||||||||||
Share per value (in Dollars per share) | $ 0.99 | |||||||||||||||||||||||||
Common stock related expenses (in Dollars) | $ 102,332 | |||||||||||||||||||||||||
Common stock professional and consulting expenses (in Dollars) | 124,219 | |||||||||||||||||||||||||
Common stock selling and marketing expenses (in Dollars) | $ 11,717 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Options, Beginning Balance | shares | 60,638 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.2 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 10 days |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Number of Options, Expired | shares | (60,368) |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Remaining Contractual Life (Years), Expired | |
Aggregate Intrinsic Value, Expired | $ | |
Number of Options, Ending Balance | shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | |
Weighted Average Remaining Contractual Life (Years), Ending Balance | |
Aggregate Intrinsic Value, Ending Balance | $ |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Schedule of outstanding stock warrants | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule of outstanding stock warrants [Abstract] | |
Number of Stock Warrants, Beginning Balance | shares | 11,278,212 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.03 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 9 years 3 months 18 days |
Number of Stock Warrants, Issued pursuant to convertible debt (see Note 4) | shares | 957,250 |
Weighted Average Exercise Price, Issued pursuant to convertible debt (see Note 4) | $ / shares | $ 2.34 |
Weighted Average Remaining Contractual Life (Years),Issued pursuant to convertible debt (see Note 4) | 4 years 7 months 6 days |
Number of Stock Warrants, Ending Balance | shares | 12,235,462 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.21 |
Weighted Average Remaining Contractual Life (Years), Edding Balance | 8 years 3 months 18 days |
Number of Stock Warrants, Stock warrants exercisable | shares | 12,235,462 |
Weighted Average Exercise Price, Stock warrants exercisable | $ / shares | $ 0.21 |
Weighted Average Remaining Contractual Life (Years), Stock warrants exercisable | 8 years 3 months 18 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 12, 2021 | Jul. 06, 2021 | Sep. 29, 2021 | Apr. 25, 2021 | Mar. 30, 2021 | Sep. 22, 2020 | Apr. 20, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 18, 2021 | Feb. 22, 2018 |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Rental obligation | $ 109,235 | ||||||||||
Payment of obligation | $ 50,000 | ||||||||||
Remaining due lease obligation, amount | $ 22,900 | $ 26,400 | |||||||||
Put option agreement, description | the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying condensed consolidated balance sheets as a long-term liability, Common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the nine months ended September 30, 2021, the Company re-assessed the repurchase obligation and pursuant to the agreement recorded a reduction of $588,725 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of September 30, 2021 and December 31, 2020, the Company had $0.7 and $1.3 million of common stock repurchase obligation outstanding, respectively. | ||||||||||
Warrants issued (in Shares) | 300,000 | 2,600,000 | |||||||||
Accrued royalty fee | 93,284 | 36,403 | |||||||||
Aggregate Paid | 72,800 | ||||||||||
Total accrued royalty fee | $ 56,887 | $ 36,403 | |||||||||
Red velvet, description | i) 10% of all Net Revenue generated from the sale of the Red Velvet Desserts (the “Velvet Desserts Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Red Velvet Desserts less discounts and returns. The Velvet Desserts Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Red Velvet Desserts dedicated code was used at the time of purchase (“Velvet Desserts Commission”). The Velvet Desserts Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Commission was earned. | ||||||||||
Chef Roble, description | (i) 10% of all Net Revenue generated from the sale of the Roblé Meals (the “Roblé Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Roblé Meals less discounts and returns. The Roblé Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Roblé dedicated code was used at the time of purchase (“Roblé Commission”). Upon execution of the Development Agreement, the Company shall provide Roblé with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire Term. The Roblé Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Commission was earned. | ||||||||||
Revenue share agreement, description | the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121st day from and including the closing date (“Applicable Percentage”) until the lender receive the specified Amount and; (b) the Company acknowledge that good, sufficient and valuable consideration has been received. The Company will only use the Advance for the purchase of products or services necessary to operate its business as defined in the Agreement. On April 1, 2021, an advance of $74,200 of which $70,000 was made available to the Company and $4,200 OID was charged to interest expense. | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. | |||||||||
Net revenue percentage | 10.00% | ||||||||||
Guaranteed minimum compensation amount | $ 24,000 | ||||||||||
Paid Installments Amount | $ 2,000 | ||||||||||
License fees | 4.00% | ||||||||||
Common stock share issued (in Shares) | 4,266,666 | 2,008,310 | 100,000 | ||||||||
Exchange membership interest percentage | 100.00% | ||||||||||
1 Year [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Royalty payment | $ 109,210 | ||||||||||
2 Year [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Royalty payment | 218,380 | ||||||||||
3 Year [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Royalty payment | $ 436,770 | ||||||||||
Home Bistro and Prime Chop [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Net revenue percentage | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Subsequent Events [Abstract] | |
Aggregate share issued | shares | 2,731,016 |
Net proceeds | $ | $ 1,973,510 |