Grand Havana (GHAV) 10-Q 20 Oct 20 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Oct. 20, 2020
Document And Entity Information
Entity Registrant Name	GRAND HAVANA INC.
Entity Central Index Key	0001514113
Entity File Number	000-55037
Entity's Reporting Status Current	No
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	false
Entity Incorporation State Country Code	NV
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,224,189
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 1,351	$ 1,463
Accounts receivable, net	3,783	4,302
Inventory, net	7,697	1,549
Prepaid expenses and other current assets	16,292	10,514
Total Current Assets	29,123	17,828
Property and equipment, net	255,275	224,219
Right-or-use asset - operatiing lease	51,862
Security deposits	1,400	1,400
Intangible assets, net	16,660	16,978
Certificate of deposit	5,300	5,300
TOTAL ASSETS	359,620	265,725
CURRENT LIABILITIES
Accounts payable and accrued expenses	462,657	390,569
Accrued interest	228,680	180,684
Convertible notes, net	891,392	755,043
Notes payable	152,842	102,188
Loans payable - related parties	417,018	417,018
Right-of-use liabilities - operating lease	32,021
Line of Credit	4,946	4,995
Derivative liabilities	13,291,640	12,244,301
Payroll liabilities - related parties	287,995	282,543
Payroll liabilities	64,165	52,160
Preferred stock liability		125,000
Total Current Liabilities	15,833,356	14,554,501
Long term portion of convertible loans, net	170,000	170,000
Long term portion of notes payable	79,936	83,486
Long term Right-of-use liabilities - operating lease	19,996
TOTAL LIABILITIES	16,103,288	14,807,987
STOCKHOLDERS' DEFICIT
Undesignated preferred stock, $0.001 par value, 19,999,800 and 19,999,900 shares authorized; no shares issued and outstanding, as of March 31, 2019 and December 31, 2018, respectively
Preferred Series A stock, $0.001 par value, 200 and 100 shares authorized, respectively; 105 and 100 shares issued and outstanding, respectively	1	1
Preferred Series B stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding, respectively
Common stock, $0.001 par value, 400,000,000 shares authorized; 76,569,065 and 74,116,845 shares issued and outstanding, respectively	76,569	74,117
Additional paid in capital	2,830,315	2,567,250
Accumulated deficit	(18,814,226)	(17,347,076)
Total Grand Havana stockholders' deficit	(15,907,341)	(14,705,708)
Non-controlling interest	163,673	163,446
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(15,743,668)	(14,542,262)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 359,620	$ 265,725

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Undesignated Preferred Stock, par value	$ 0.001	$ 0.001
Undesignated Preferred Stock, shares authorized	19,999,800	19,999,900
Undesignated Preferred Stock, outstanding
Undesignated Preferred Stock shares issued
Preferred Series A stock, par value	$ 0.001	$ 0.001
Preferred Series A stock, shares authorized	200	100
Preferred Series A stock, shares outstanding	105	100
Preferred Series A stock, shares issued	105	100
Preferred Series B stock, par value	$ 0.001	$ 0.001
Preferred Series B stock, authorized	$ 10,000,000	$ 10,000,000
Preferred Series B stock, shares outstanding
Preferred Series B stock, shares issued
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	76,569,065	74,116,845
Common Stock, shares outstanding	76,569,065	74,116,845

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
NET REVENUES:
Revenues, net	$ 42,835	$ 50,627
TOTAL NET REVENUES	42,835	50,627
COST OF GOODS SOLD:
Cost of goods sold	28,637	27,026
TOTAL COST OF GOODS SOLD	28,637	27,026
GROSS PROFIT	14,198	23,601
OPERATING EXPENSES:
General and administrative expenses	178,427	138,913
Depreciation and amortization	11,996	4,269
Payroll and related expenses	103,395	194,800
TOTAL OPERATING EXPENSES	293,818	337,982
(LOSS) FROM OPERATIONS	(279,620)	(314,381)
OTHER INCOME (EXPENSE):
Interest expense, net	(236,733)	(281,552)
Change in derivative liabilities	(950,570)	3,503,047
Other income		190
TOTAL OTHER INCOME (EXPENSE)	(1,187,303)	3,221,685
NET INCOME (LOSS)	(1,466,923)	2,907,304
LESS: NET (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST	(227)	(189)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,467,150)	$ 2,907,115
NET LOSS PER COMMON SHARES:
Basic	$ (0.02)	$ 0.05
Diluted	$ (0.02)	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	75,442,347	64,505,244
Diluted	75,442,347	223,484,612

Shareholders Equity (Unaudited)

Shareholders Equity (Unaudited) - USD ($)	Preferred Stock Class A	Preferred Stock Class B	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, shares at Dec. 31, 2017	100		61,125,687
Beginning Balance, amount at Dec. 31, 2017	$ 1		$ 61,126	$ 1,991,817	$ (8,776,179)	$ 167,435	$ (6,555,800)
Issuance of shares for cash, shares			460,000
Issuance of shares for cash, amount			$ 400	$ 20,540			$ 21,000
Issuance of common stock as settlement of accounts payable- related party, shares			500,000
Issuance of common stock as settlement of accounts payable - related party, amount			$ 500	$ 39,500			$ 40,000
Shares issued as compensation, shares			3,500,000
Shares issued as compensation, amount			$ 3,500	$ 189,750			$ 193,250
Issuance of Series A preferred stock for cash, shares
Issuance of Series A preferred stock for cash, amount
Issuance of shares as settlement of debt, shares
Issuance of shares as settlement of debt, amount
Resolution of derivative liability through APIC
Net Income (Loss)					$ 2,907,115	$ 189	$ 2,907,304
Ending Balance, shares at Mar. 31, 2018	100		65,585,678
Ending Balance, amount at Mar. 31, 2018	$ 1		$ 65,586	$ 2,241,607	$ (5,869,064)	$ 167,624	$ (3,394,246)
Beginning Balance, shares at Dec. 31, 2018	100		74,116,845
Beginning Balance, amount at Dec. 31, 2018	$ 1		$ 74,117	$ 2,567,250	$ (17,347,076)	$ 163,446	$ (14,542,262)
Issuance of shares for cash, shares			500,000
Issuance of shares for cash, amount			$ 500	$ 19,000			$ 19,500
Issuance of common stock as settlement of accounts payable- related party, shares
Issuance of common stock as settlement of accounts payable - related party, amount
Shares issued as compensation, shares			1,551,820
Shares issued as compensation, amount			$ 1,552	$ 67,425			$ 68,977
Issuance of Series A preferred stock for cash, shares	5
Issuance of Series A preferred stock for cash, amount				$ 125,000			$ 125,000
Issuance of shares as settlement of debt, shares			400,400
Issuance of shares as settlement of debt, amount			$ 400	$ 1,600			$ 2,000
Resolution of derivative liability through APIC				50,040			50,040
Net Income (Loss)					$ (1,467,150)	$ 227	$ (1,466,923)
Ending Balance, shares at Mar. 31, 2019	105		76,569,065
Ending Balance, amount at Mar. 31, 2019	$ 1		$ 76,569	$ 2,830,315	$ (18,814,226)	$ 163,673	$ (15,743,668)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before non-controlling interest	$ (1,466,923)	$ 2,907,304
Adjustments to reconcile change in net loss to net cash and cash equivalents used in operating activities:
Depreciation expense	11,678	3,102
(Gain) on sale of equipment		(190)
Amortization of intangibles	318	1,167
Loss on settlement of accounts payable - related party		2,000
Default interest capitalized into convertible note payable	47,875
Amortization of debt discount	138,974	266,269
Change in derivative liabilities	950,570	(3,503,047)
Stock-based compensation	68,977	193,250
Amortization of right-of-use assets - operating lease	6,128
Changes in operating assets and liabilities
Accounts receivable	519	1,909
Inventory	(6,148)	9,766
Prepaid expenses and other current assets	(5,778)
Accounts payable and accrued expenses	72,088	57,047
Accrued interest	47,996	(38,108)
Lease liability	(5,973)
Payroll and related liabilities	12,005	(3,412)
Payroll and related liabilities - related parties	5,452	43,877
NET CASH USED IN OPERATING ACTIVITIES	(122,242)	(59,066)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(42,734)	(5,022)
Proceeds from sale of equipment		499
NET CASH USED IN INVESTING ACTIVITIES	(42,734)	(4,523)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	98,309	13,500
Net proceeds from notes payables	47,104
Net (repayments towards) advances from line of credit	(49)	54
Proceeds from sale of common stock	19,500	21,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	164,864	34,554
Net decrease in cash	(112)	(29,035)
Cash, beginning of the year	1,463	30,185
Cash, end of the period	1,351	1,150
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	1,895
Cash paid for taxes
NON-CASH ACTIVITIES:
Initial Recognition of ROU Asset and Lease Liability	57,990
Debt discounts on convertible notes payable	146,809	316,112
Resolution of derivative liability through APIC	50,040
Issuance of preferred stock for settlement of preferred stock liability	125,000
Conversion of debt and accrued interest into common stock	2,000
Common stock issued for settlement of accounts payable		38,000
Increase in principal of convertible notes due to default provisions		$ 53,362

NOTE 1 - ORGANIZATION

NOTE 1 - ORGANIZATION	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 - ORGANIZATION	NOTE 1 - ORGANIZATION Grand Havana Inc. f/k/a Junkiedog.com, Inc. (the “Company”) was incorporated in the State of Texas in 2009 as Unique Underwriters, Inc. On April 25, 2017, the Company entered into an agreement to purchase 70% of the issued and outstanding capital stock of Cafesa Co., a Florida corporation that is a coffee wholesaler. Cafesa became a majority owned subsidiary of Grand Havana Master LLC. During the fourth quarter of 2019, the Company determined to shut down Cafesa Co. and started to build up customer base on its own effort for the same coffee distribution business in the same geographical area. After analyzing the affect by the criteria provided by ASC 205-20-55, the Company has concluded that the abandonment of Cafesa Co. should not be considered as “discontinued operations” since the abandonment does not represent a strategic shift that has (or will have) a major affect on the Company’s operations and financial results. On June 3, 2019, the Company filed Articles of Organization as a Domestic Limited Liability Company with the Florida Secretary of State creating a new wholly-owned subsidiary, Grand Master Brands LLC (“GMB”). The business purpose of GMB is to provide marketing and sales services for the Company’s products to retail businesses. Grand Havana, Inc. and its subsidiaries, Grand Havana Master LLC, Cafesa Co., Grand Master Brands LLC, Unique Underwriters, Inc., are hereinafter referred to as the “Company”.

NOTE 2 - SUMMARY OF SIGNIFICANT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on a Form 10-K filed on February 10, 2020. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods shown have been reflected herein. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 have been omitted. PRINCIPLES OF CONSOLIDATION The accompanying unaudited financial statements reflect the consolidation of the individual unaudited financial statements of Grand Havana, Inc., Grand Havana Master LLC, Unique Underwriters, Inc, and Cafesa Co. All significant intercompany accounts and transactions have been eliminated. RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and the financial position of the Company. FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair Value Measurements at March 31, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable $ 12,488,225 $ — $ — $ 12,488,225 Warrants $ 803,415 $ — $ — $ 803,415 Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Convertible notes payable $ 11,418,125 $ — $ — $ 11,418,125 Warrants $ 826,176 $ — $ — $ 826,176 The Company uses a multinomial lattice model that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: As of March 31, 2019 Conversion Warrants Option Volatility 126.00%-486.65% 225.42%-748.56% Dividend Yield 0% 0% Risk-free rate 2.27%-2.44% 2.21%-2.40% Expected term 0.11-1.58 years 0.87-3.98 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.072 $ 0.01-0.13 Derivative liability fair value $ 12,488,225 $ 803,415 As of December 31, 2018 Conversion Warrants Option Volatility 207.03%-699.96% 339.96%-982.13% Dividend Yield 0% 0% Risk-free rate 2.48%-2.63% 2.46%-2.63% Expected term 0.18-1.82 years 1.12-4.23 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.083 $ 0.012-0.10 Derivative liability fair value $ 11,418,125 $ 826,176 The following table presents a summary of the Company’s derivative liabilities as of March 31, 2019 and 2018: March 31, March 31, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions 96,769 316,112 Total change in fair value 950,570 (3,503,047 ) Ending balance $ 13,291,640 $ 1,773,805 LEASES On January 1, 2019, the Company adopted ASU 2016-02 ( Topic 842 EARNINGS (LOSS) PER SHARE The Company utilizes the guidance per ASC 260, Earnings Per Share The reconciliation of basic and diluted earnings (loss) per share is as follows: For three months ended March 31, 2019 2018 Basic net income (loss) $ (1,467,150 ) $ 2,907,115 (Less) Back: Change in derivative liabilities — (3,503,047 ) Add Back: Amortization of Debt discount — 266,269 Diluted Net Income (Loss) $ (1,467,150 ) $ (329,663 ) Basic and dilutive shares Weight average basic shares outstanding 75,442,347 64,505,244 Shares issuable from Convertible notes — 25,161,417 Shares issuable from Warrants — 2,646,577 Shares issuable from Series A Preferred Stock — 131,171,374 Dilutive Shares 75,442,347 223,484,612 Income (Loss) Per Share: Basic $ (0.02 ) $ 0.05 Diluted $ (0.02 ) $ (0.00 ) NEW ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued guidance within ASU 2017-04, Intangibles-Goodwill and Other. The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 3 - GOING CONCERN	NOTE 3 - GOING CONCERN The Company’s unaudited consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net loss of $1,467,150 for the three months ended March 31, 2019. Cash on hand will not be sufficient to cover debt repayments, operating expenses and capital expenditure requirements for at least twelve months from the consolidated balance sheet date. As of March 31, 2019 and December 31, 2018, the Company had working capital deficits $15,804,233 and $14,536,673, respectively. Our historical operating results raise substantial doubt exists related to the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - FIXED ASSET

NOTE 4 - FIXED ASSET	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
NOTE 4 - FIXED ASSET	NOTE 4 - FIXED ASSET Property and equipment consisted of the following as of March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 Equipment $ 193,910 $ 151,177 Vehicles 106,081 106,080 Less: Accumulated depreciation (44,716 ) (33,038 ) Property and equipment, net $ 255,275 $ 224,219 Depreciation expense for the three months ended March 31, 2019 and 2018 were $11,678 and $3,102, respectively. During the first quarter of 2019, the Company purchased property and equipment for $42,734.

NOTE 5 - CONVERTIBLE NOTES

NOTE 5 - CONVERTIBLE NOTES	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
NOTE 5 - CONVERTIBLE NOTES	NOTE 5 - CONVERTIBLE NOTES On February 13, 2017, the Company entered into an unsecured convertible promissory note for $25,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal increased by $2,500 as a result of default penalty. As of March 31, 2019 and December 31, 2018, the outstanding balance of the note was $27,500 and $25,000, respectively and the related accrued interest was $8,850 and $7,200, respectively. This note is currently in default bearing a default interest rate of 24%. On February 13, 2017, the Company entered into an unsecured convertible promissory note for $95,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal increased by $9,500 as a result of default penalty. As of March 31, 2019 and December 31, 2018, the outstanding balance of the note was $104,500 and $95,000, respectively, and the related accrued interest was $31,603 and $25,333, respectively. This note is currently in default bearing a default interest rate of 24%. On March 15, 2017, the Company entered into a secured convertible promissory note for $60,000, due on March 15, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal increased by $6,000 as a result of default penalty. As of March 31, 2019 and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $20,200 and $16,240, respectively. This note is currently in default bearing a default interest rate of 24%. On March 17, 2017, the Company entered into an unsecured convertible promissory note for $60,000, due on March 17, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $6,000 as a result of default penalty. As of March 31, 2019 and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $11,680 and $9,040, respectively. This note is currently in default bearing a default interest rate of 24%. On April 7, 2017, the Company entered into an unsecured convertible promissory note for $20,000, due on April 7, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $2,000 as a result of default penalty. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $22,000 and $20,000, respectively, and the related accrued interest was $6,413 and $5,093, respectively. This note is currently in default bearing a default interest rate of 24%. On May 3, 2017, the Company entered into an unsecured convertible promissory note for $20,000, due on May 3, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $2,000 as a result of default penalty . On May 3, 2017, the Company entered into a secured convertible promissory note for $60,000, due on May 3, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $6,000 as a result of default penalty . On August 7, 2017, the Company entered into a secured convertible promissory note for $78,750, due on August 7, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $7,875 as a result of default penalty and the company converted $2,000 of the principal to 400,400 shares of common stock at $0.005 per shares. Please refer to note 8 for further discussion. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $84,625 and $78,750, respectively, and the related accrued interest was $15,221 and $12,600, respectively. This note is currently in default bearing a default interest rate of 24%. On December 13, 2017, the Company entered into a secured convertible promissory note for $60,000, due on September 14, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $6,000 as a result of default penalty. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $7,938 and $5,520, respectively. This note is currently in default bearing a default interest rate of 24%. On January 8, 2019, the Company entered into a secured convertible promissory note for $35,000, due on December 31, 2019, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. As of March 31, 2019, the outstanding balance of the note was $35,000, and the related accrued interest was $667. As of filling date, this note is in default bearing a default interest rate of 16%. On January 3, 2019, the Company entered into a secured convertible promissory note for $63,309, due on January 3, 2020, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. In connection with the issuance of convertible notes, the Company also granted 73,046 warrants to acquire common stock at $0.13 per share, please refer to Note 9 for further discussion. As of March 31, 2019, the outstanding balance of the note was $63,309, and the related accrued interest was $1,221. As of filling date, this note is in default bearing a default interest rate of 16%. As of March 31, 2019 and December 31, 2018, the Company has outstanding convertible notes, net of debt discount, in the amount of $1,061,392 and $925,043, respectively. During the three months ended March 31, 2019, the Company amortized $138,974 of debt discount while recognizing $146,809 in additional debt discount on convertible notes payable.

NOTE 6 - NOTE PAYABLE

NOTE 6 - NOTE PAYABLE	3 Months Ended
	Mar. 31, 2019
Notes Payable [Abstract]
NOTE 6 - NOTE PAYABLE	NOTE 6 - NOTE PAYABLE During 2018, the Company entered into four loans for the purchase of and secured by vehicles with terms of 72 to 75 months and interest rates ranging from 6.99% to 8.94%. The combining outstanding balance on these notes is $93,821 and $96,717 as of March 31, 2019 and December 31, 2018, respectively. On March 12, 2019, the Company entered into a secured promissory note for $50,000, due on October 11, 2019, bearing interest at 8% per annum and secured by the assets of the Company. As of March 31, 2019, the outstanding balance of the note was $50,000, and the related accrued interest was $219. This note was repaid subsequent to period end.

NOTE 7 - RELATED PARTY TRANSACT

NOTE 7 - RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
NOTE 7 - RELATED PARTY TRANSACTIONS	NOTE 7 - RELATED PARTY TRANSACTIONS During 2018, the Company entered into various stock purchase agreements with various members of the Board of Directors to issue a total of 137,000 share of common stock for $0.05 per share and 5 shares of Preferred Series A stock for $25,000 per share for a total of $131,850. During the first quarter of 2019, the Company entered into various stock purchase agreements with various members of the Board of Directors to issue a total of 300,000 share of common stock for totaling $14,500. During 2017, the Company received loans totaling $102,018, from related parties for working capital purposes. These unsecured loans bear interest at a rate of 6% per annum and have no repayment terms. These notes are due on demand and bear no interest. As of March 31, 2019 and December 31, 2018, the outstanding balance on these related party notes were $102,018, and the related accrued interest was $11,216 and $9,703, respectively. As part of the Cafesa acquisition on April 25, 2017, the Company is required to make cash and stock payments totaling $315,000 to a related party. No repayments or borrowings were made during the first quarter of 2019 and the full year of 2018. As of March 31, 2019 and December 31, 2018, the outstanding balance due to this related party was $315,000. The Company is currently involved in a lawsuit with the note holder. Please refer to Note 10 for further discussion.

NOTE 8 - EQUITY

NOTE 8 - EQUITY	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
NOTE 8 - EQUITY	NOTE 8 - EQUITY Preferred Stock As of March 31, 2019, and December 31, 2018, the Company has 19,999,900 During 2018, the Company entered stock purchase agreements to sell 5 Preferred Series A shares for $25,000 per share, totaling $125,000 to related parties. Payment for the shares was received during 2018. These shares of Preferred Series A were issued during the first quarter of 2019. Common Stock As of March 31, 2019, and December 31, 2018, the Company has 400,000,000 authorized shares of common stock, par value $0.001, of which 76,569,065 and 74,116,845 shares are issued and outstanding, respectively. During 2018, the Company issued a total of 3,500,000 shares of common stock totaling $193,250 for services rendered. In addition, the Company issued 500,000 shares as settlement of $40,000 of accounts payable with a current director. The Company issued 460,000 shares of common stock in exchange for cash totaling $21,000. During the first quarter of 2019, the Company issued 1,551,820 shares of common stock totaling $68,977 for services rendered, of which 342,143 shares totaling $59,232 were issued to related parties. In addition, 500,000 shares of common stock were issued in exchange for cash totaling $19,500, of which 300,000 shares were issued to a related party for $14,500. There were 400,400 shares of common stock issued for conversion of convertible notes and accrued interest valued at $2,000, and as a result settled $50,400 of derivative liabilities through additional paid in capital. Please refer to Note 5 for further discussion.

NOTE 9 - WARRANTS

NOTE 9 - WARRANTS	3 Months Ended
	Mar. 31, 2019
Warrants and Rights Note Disclosure [Abstract]
NOTE 9 - WARRANTS	NOTE 9 - WARRANTS During the year ended December 31, 2018, the Company granted a total of 4,088,874 warrants to acquire shares of common stock at a range of $0.015 to $0.13 per share, respectively. All tranches of stock purchase warrants were issued to various note holders in connection with the issuance of convertible debt. During the first quarter of March 31, 2019, the Company granted 73,046 warrants to acquire shares of common stock from $0.13 per share. These tranches of stock purchase warrant were issued to note holder in connection with the issuance of convertible notes. A summary of the status of the Company’s warrants as of March 31, 2019 is presented below: Number of Options and Warrants Range of Exercise Prices Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Outstanding at December 31, 2018 6,481,258 $0.01 to $0.10 2.27 0.05 Warrants granted 73,046 $ 0.13 2.76 0.13 Warrants exercised — — — — Warrants forfeited or expired — — — — Outstanding as of March 31, 2019 6,554,304 $0.01 to $0.13 2.03 0.05 Exercisable as of March 31, 2019 6,554,304 $0.01 to $0.13 2.03 0.05 As of March 31, 2019, all of the 6,554,304 outstanding warrants are exercisable.

NOTE 10 - COMMITMENTS AND CONTI

NOTE 10 - COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
NOTE 10 - COMMITMENTS AND CONTINGENCIES	NOTE 10 - COMMITMENTS AND CONTINGENCIES Luis Ravelo and Lucia Ravelo v. Grand Havana Inc. and Grand Havana Master LLC William Graubard v. Grand Havana Inc., th

NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
NOTE 11 - SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS The Company entered into various, convertible or promissory notes totaling $383,815. The notes bear interest rate ranging from 0% to 12%. The due dates for these notes are range from due on demand to May 20, 2022. The company entered into various agreements to issue an aggregate of 41 shares of Class A preferred stocks and 10,758,780 shares of common stocks for services rendered to the Company. In addition, the Company entered into several subscription agreements to issue 5 shares of Class A preferred stocks and 19,347,619 shares of common stock for $684,750. A total of 25,159,417 shares of common stock were also issued for various debt conversion. The Company issued 289,318 shares of common stocks for cashless exercised of warrant. And 100,000 shares of common stock are issued for settlement of accounts payables. On June 2, 2020, the Company entered into an agreement with third party to grant options to purchase up to 10 million shares of the Company’s common stock at $0.015 per share for an aggregate amount of $150,000. These options are granted in lieu of services rendered to the Company.

NOTE 2 - SUMMARY OF SIGNIFICA_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on a Form 10-K filed on February 10, 2020. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods shown have been reflected herein. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 have been omitted.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION The accompanying unaudited financial statements reflect the consolidation of the individual unaudited financial statements of Grand Havana, Inc., Grand Havana Master LLC, Unique Underwriters, Inc, and Cafesa Co. All significant intercompany accounts and transactions have been eliminated.
RECLASSIFICATION	RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and the financial position of the Company.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair Value Measurements at March 31, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable $ 12,488,225 $ — $ — $ 12,488,225 Warrants $ 803,415 $ — $ — $ 803,415 Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Convertible notes payable $ 11,418,125 $ — $ — $ 11,418,125 Warrants $ 826,176 $ — $ — $ 826,176 The Company uses a multinomial lattice model that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: As of March 31, 2019 Conversion Warrants Option Volatility 126.00%-486.65% 225.42%-748.56% Dividend Yield 0% 0% Risk-free rate 2.27%-2.44% 2.21%-2.40% Expected term 0.11-1.58 years 0.87-3.98 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.072 $ 0.01-0.13 Derivative liability fair value $ 12,488,225 $ 803,415 As of December 31, 2018 Conversion Warrants Option Volatility 207.03%-699.96% 339.96%-982.13% Dividend Yield 0% 0% Risk-free rate 2.48%-2.63% 2.46%-2.63% Expected term 0.18-1.82 years 1.12-4.23 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.083 $ 0.012-0.10 Derivative liability fair value $ 11,418,125 $ 826,176 The following table presents a summary of the Company’s derivative liabilities as of March 31, 2019 and 2018: March 31, March 31, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions 96,769 316,112 Total change in fair value 950,570 (3,503,047 ) Ending balance $ 13,291,640 $ 1,773,805
LEASE	LEASES On January 1, 2019, the Company adopted ASU 2016-02 ( Topic 842 , used for this calculation, which is the rate of interest that a lessee would have to pay to borrow the funds to acquire a similar underlying asset, is 15.27%. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption under which leases with a lease term of 12 months or less are not recorded on the Consolidated Balance Sheet, but rather, lease expense is recognized over the lease term on a straight-line basis. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. As of March 31, 2019, the ROU asset is $51,862. As of March 31, 2019, the current and long-term portion of lease liabilities are $32,021, and $19,996, respectively. For the three months ended March 31, 2019, the Company recognized amortization of ROU assets of $6,128 and reduction of lease related liability in the amount of $5,973.
EARNINGS (LOSS) PER SHARE	EARNINGS (LOSS) PER SHARE The Company utilizes the guidance per ASC 260, Earnings Per Share The reconciliation of basic and diluted earnings (loss) per share is as follows: For three months ended March 31, 2019 2018 Basic net income (loss) $ (1,467,150 ) $ 2,907,115 (Less) Back: Change in derivative liabilities — (3,503,047 ) Add Back: Amortization of Debt discount — 266,269 Diluted Net Income (Loss) $ (1,467,150 ) $ (329,663 ) Basic and dilutive shares Weight average basic shares outstanding 75,442,347 64,505,244 Shares issuable from Convertible notes — 25,161,417 Shares issuable from Warrants — 2,646,577 Shares issuable from Series A Preferred Stock — 131,171,374 Dilutive Shares 75,442,347 223,484,612 Income (Loss) Per Share: Basic $ (0.02 ) $ 0.05 Diluted $ (0.02 ) $ (0.00 )
NEW ACCOUNTING PRONOUNCEMENTS	NEW ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued guidance within ASU 2017-04, Intangibles-Goodwill and Other. The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.

NOTE 2 - SUMMARY OF SIGNIFICA_3

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule Fair Value Measurements	Fair Value Measurements at March 31, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable $ 12,488,225 $ — $ — $ 12,488,225 Warrants $ 803,415 $ — $ — $ 803,415
Derivative liability related to convertible notes	March 31, March 31, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions 96,769 316,112 Total change in fair value 950,570 (3,503,047 ) Ending balance $ 13,291,640 $ 1,773,805

NOTE 7 - RELATED PARTY TRANSA_2

NOTE 7 - RELATED PARTY TRANSACTIONS (Details Narrative)	Mar. 31, 2019USD ($)
Related Party Transactions [Abstract]
Outstanding loans balance	$ 315,000