Silo Pharma (SILO) 10-Q 12 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 12, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	Uppercut Brands, Inc.
Entity Central Index Key	0001514183
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		83,141,956
Entity Filer Number	000-54872
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 9,143	$ 111,752
Equity investments, at cost	9,394	9,394
Notes receivable, net	200,000	200,000
Prepaid expenses and other current assets	29,367	16,333
Inventory	155,913	156,366
Total Current Assets	403,817	493,845
Total Assets	403,817	493,845
CURRENT LIABILITIES:
Convertible note payable, net of discount	144,375	61,875
Accounts payable and accrued expenses	106,159	54,862
Note payable - related party	15,000
Accrued interest payable - related party	52
Total Current Liabilities	265,586	116,737
Redeemable Series A, Convertible Preferred stock, $0.0001 par value, 1,000,000 shares shares designated; 4,000 shares issued and outstanding at March 31, 2020 and December 31, 2019 ($100 per share redemption value)	400,000	400,000
STOCKHOLDERS' DEFICIT:
Preferred stock, value
Common stock, $0.0001 par value, 100,000,000 shares authorized; 23,604,207 and 23,604,207 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	2,361	2,361
Additional paid-in capital	2,630,551	2,630,551
Accumulated deficit	(2,894,681)	(2,655,804)
Total Stockholders' Deficit	(261,769)	(22,892)
Total Liabilities and Stockholders' Deficit	403,817	493,845
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Preferred stock, value
Total Stockholders' Deficit

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Redeemable Series A, Convertible Preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable Series A, Convertible Preferred stock, shares designated	1,000,000	1,000,000
Redeemable Series A, Convertible Preferred stock, shares issued	4,000	4,000
Redeemable Series A, Convertible Preferred stock, shares outstanding	4,000	4,000
Redeemable Series A, Convertible Preferred stock,100 per share redemption and liquidation value	$ 100	$ 100
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	23,604,207	23,604,207
Common stock, shares outstanding	23,604,207	23,604,207
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000	2,000
Preferred stock shares issued	115	115
Preferred stock shares outstanding	115	115
Preferred stock redemption price per share	$ 1,000	$ 1,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
SALES	$ 294
COST OF SALES	84
GROSS PROFIT	210
OPERATING EXPENSES:
Compensation expense	30,578	30,000
Professional fees	77,933	128,102
Product development	35,019
Insurance expense		8,174
Bad debt recovery	(1,000)	(4,000)
Selling, general and administrative expenses	17,038	12,289
Total operating expenses	159,568	174,565
LOSS FROM OPERATIONS	(159,358)	(174,565)
OTHER INCOME (EXPENSE):
Interest income	3,033	3,003
Interest expense	(82,500)	(454)
Interest expense - related party	(52)
Net unrealized gain on equity investments (non-controlled/non-affiliated investments)		48,493
Total other income (expense)	(79,519)	51,042
NET LOSS	$ (238,877)	$ (123,523)
NET LOSS PER COMMON SHARE:
Basic and diluted	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	23,604,207	23,417,818

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Series B Preferred Stock	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2018		$ 2,342	$ 2,047,610	$ (1,642,510)	$ 407,442
Balance, shares at Dec. 31, 2018		23,417,540
Common stock issued for services		$ 2	8,748		8,750
Common stock issued for services, shares		25,000
Net loss				(123,523)	(123,523)
Balance at Mar. 31, 2019		$ 2,344	2,056,358	(1,766,033)	292,669
Balance, shares at Mar. 31, 2019		23,442,540
Balance at Dec. 31, 2019		$ 2,631	2,630,551	(2,655,804)	(22,892)
Balance, shares at Dec. 31, 2019	115	23,604,207
Net loss				(238,877)	(238,877)
Balance at Mar. 31, 2020		$ 2,631	$ 2,630,551	$ (2,894,681)	$ (261,769)
Balance, shares at Mar. 31, 2020	115	23,604,207

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (238,877)	$ (123,523)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		8,750
Amortization of debt discount to interest expense	82,500
Net unrealized gain on equity investments		(48,493)
Change in operating assets and liabilities:
Decrease in inventory	453
(Increase) in prepaid expenses and other current assets	(13,034)	(6,277)
Increase in accounts payable and accrued expenses	51,297	20,019
Increase in accrued interest payable - related party	52
NET CASH USED IN OPERATING ACTIVITIES	(117,609)	(149,524)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party	15,000
Repayment of insurance finance loan		(9,809)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	15,000	(9,809)
NET DECREASE IN CASH AND CASH EQUIVALENTS:	(102,609)	(159,333)
CASH AND CASH EQUIVALENTS - beginning of period	111,752	336,679
CASH AND CASH EQUIVALENTS - end of period	9,143	177,346
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest
Income taxes

Organization and Business

Organization and Business	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1 – ORGANIZATION AND BUSINESS Uppercut Brands, Inc. (formerly Point Capital, Inc.) (the "Company") was incorporated in the State of New York on July 13, 2010. On January 24, 2013, the Company changed its state of incorporation from New York to Delaware. On September 29, 2018, the Company entered into an Asset Purchase Agreement ("APA") with Blind Faith Concepts Holdings, Inc. a Nevada corporation (the "Seller") whereby the Company completed the acquisition of 100% of the assets of "NFID" from the Seller. The Company is developing NFID as an exclusive brand of apparel consisting initially of sweatshirts, hoodies, pants, t-shirts, jackets and hats. On October 4, 2013, the Company filed a Form N-54A and elected to become a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company previously elected to be treated for federal income tax purpose as a regulated investment company, or ("RIC"), under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"). Through September 29, 2018, the Company met the definition of an investment company in accordance with the guidance under Accounting Standards Codification Topic 946 " Financial Services – Investment Companies On May 21, 2019, the Company amended its articles of incorporation with the State of Delaware to change the Company's name to Uppercut Brands, Inc.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the "U.S. GAAP") for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended December 31, 2019 and 2018 of the Company which were included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 20, 2020. Going Concern These 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 financial statements, the Company had a net loss and cash used in operations of $238,877 and $117,609 for the three months ended March 31, 2020. Additionally, the Company had an accumulated deficit and stockholders' deficit of $2,894,681 and $261,769 at March 31, 2020, and has generated minimal revenues under its new business plan. 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. 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. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future to fund its business plan, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the 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 financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the three months ended March 31, 2020 and 2019 include the collectability of notes receivable, the valuation of the Company's equity investments, amortization period and valuation of intangibles, estimates for obsolete inventory, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares issued for services. Fair Value of Financial Instruments and Fair Value Measurements The Company uses the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value 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 balance sheets for cash, notes receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses, notes payable – related party and accrued interest – related party approximate their fair market value based on the short-term maturity of these instruments. 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 instruments. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 or by the Securities Investor Protection Corporation ("SIPC") up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. At March 31, 2020 and December 31, 2019, the Company had no cash in excess of FDIC limits, respectively. Notes Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. No allowance was required for March 31, 2020 or December 31, 2019. Inventory Inventory, consisting of raw materials and finished goods, 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 shall be recorded based on estimates and included in cost of sales. No allowance was required at March 31, 2020 and December 31, 2019. Equity Investments, at Cost Equity investments, at cost comprised mainly of non-marketable capital stock and stock warrants, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. Prior to September 29, 2018, equity investments, at cost were recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation. The fair value of equity investments, at cost that had no ready market were determined in good faith by the Board of Directors, based upon the financial condition and operating performance of the underlying investee companies as well as general market trends for businesses in the same industry. At March 31, 2020 and December 31, 2019, equity investments, at cost of $9,394 and $9,394, respectively, comprised mainly of non-marketable capital stock, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. 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. Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net change in unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment, including any reversal of previously recorded unrealized appreciation/depreciation when gains or losses are realized. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Product sales are recognized when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation – Stock Compensation Improvements to Employee Share-Based Payment Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes". Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. The Company does not believe it has any uncertain tax positions as of March 31, 2020 and December 31, 2019 that would require either recognition or disclosure in the accompanying financial statements. Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which included convertible preferred shares and stock options are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company's net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the three months ended March 31, 2020 and 2019: March 31, March 31, Series A convertible preferred stock 2,000,000 2,000,000 Series B convertible preferred stock 575,000 - Convertible notes 1,650,000 - Stock options 300,000 - Warrants 2,225,000 - Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842)" Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. For the Company's administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. New Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
INVENTORY	NOTE 3 – INVENTORY At March 31, 2020 and December 31, 2019, inventory, including jackets. t-shirts, sweatshirts, hats and fabric, consisted of the following: March 31, December 31, Raw materials $ 41,231 $ 41,231 Finished goods 114,682 115,135 Inventory $ 155,913 $ 156,366

Notes Receivable

Notes Receivable	3 Months Ended
	Mar. 31, 2020
Receivables [Abstract]
NOTES RECEIVABLE	NOTE 4 – NOTES RECEIVABLE On September 28, 2018, the Company and the Seller executed a two-year promissory note receivable agreement with a principal balance of $200,000 of which $100,000 was funded to the Seller in September 2018 and the remaining $100,000 was funded in October 2018. The terms of the promissory note include an interest rate of 6% and the Company shall be repaid in interest only payments on a quarterly basis, until the maturity date of September 27, 2020, at which time the full principal and any interest payments will be due to the Company. At the time the promissory note receivable agreement was executed, the Company also executed a Security Interest and Pledge Agreement with the borrower. Pursuant to the Security Interest and Pledge Agreement, the borrower has pledged all of the assets of its company as security for the performance of the note obligations. On November 2, 2018, the Company and Seller entered into a Promissory Note Agreement with a principal balance of $50,000. Pursuant to the Promissory Note, the $50,000 note was a deposit and credit towards the acquisition of the assets of Lust for Life Group such as inventory, trademarks and logos. Pursuant to this promissory note agreement, since the purchase did not close within 30 days from the note date, the note receivable became immediately due. Through the date of default, the outstanding principal balance bore interest at an annual interest rate of 10% payable on a monthly basis. Upon default, the interest rate increased to 18% per annum. As of December 31, 2018, the Company determined that this note receivable was doubtful and accordingly, recorded an allowance for doubtful account and bad debt expense of $50,000. In December 2019, pursuant to Claim Purchase Agreements, the Company sold its notes receivable and related interest receivable balances in the aggregate amount of $277,305 to an investor. Pursuant to the Claim Purchase Agreements, the investor shall pay the Company the purchase price of $277,305 on the earlier of the payment of six-monthly installments or upon the liquidation of settlement securities of the Seller pursuant to Section 3(a)(10) of the Securities Act, whichever occurs first. The first installment shall be made following entry and full effectuation of a court order approving the settlement of the claim which occurred on March 6, 2020 in the United States district court for the District of Maryland Northern Division. Additionally, on January 6, 2020, the Company and the Seller entered into a Settlement Agreement related to notes receivable. In lieu of the Company seeking default and foreclosure against the Seller pursuant to the Note agreements, the Company received 10,420 shares of the Seller's convertible Series B preferred stock. Since these Series B preferred shares have limited marketability, no value was placed on these shares. Subsequent to March 31, 2020, the Company collected $5,000 on the notes receivable balance. At March 31, 2020 and December 31, 2019, notes receivable, net consisted of the following: March 31, 2020 December 31, 2019 Principal amounts of notes receivable $ 250,000 $ 250,000 Less: allowance for doubtful accounts (50,000 ) (50,000 ) Notes receivable, net $ 200,000 $ 200,000

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2020
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5 – CONVERTIBLE NOTES PAYABLE In October 2019, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with accredited investors. Pursuant to the terms of the Purchase Agreements, the Company issued and sold to investors convertible promissory notes in the aggregate principal amount of $330,000 (the "Notes") and warrants to purchase up to 1,650,000 shares of the Company's common stock (the "Warrants"). The Company received net proceeds of $295,000, net of origination issue discount of $30,000 and fees of $5,000. The Notes are due and payable in October 2020. Prior to an Event of Default, no interest shall accrue on these Notes. At any time after the Original Issue Date, until the respective Note is no longer outstanding, the Notes shall be convertible, in whole or in part, into shares of the Company's common stock at the option of the Holder, at any time and from time to time. In accordance with the Purchase Agreements and the Notes, subject to adjustments as defined in the Purchase Agreements and Notes. The conversion price (the "Conversion Price") shall be equal to $0.20. The Company may prepay the Notes at any time prior to its six-month anniversary, subject to pre-payment charges as detailed in the Note. Upon every conversion, the Company shall deliver an additional $1,250 worth of shares (as calculated by the Conversion Price in effect on the conversion notice being honored) to cover the Holder's expenses and deposit fees associated with each notice of conversion. The Purchase Agreements and Notes contain customary representations, warranties and covenants, including certain restrictions on the Company's ability to sell, lease or otherwise dispose of any significant portion of its assets. The Investor also will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights that the Holder could have acquired if the Holder had held the number of shares of common stock acquirable upon complete conversion of the Note. The Investor's also has the right of first refusal with respect to any future equity (or debt with an equity component) offerings conducted by the Company until the 12-month anniversary of the Closing. The Purchase Agreements and the Notes also provide for certain events of default, including, among other things, payment defaults, breaches of representations and warranties, bankruptcy or insolvency proceedings, and delinquency in periodic report filings with the Securities and Exchange Commission. Upon the occurrence of an event of default, the Investor's may declare the outstanding obligations due and payable at significant applicable default rates and take such other actions as set forth in the Note. The Company shall issue to each investor at the closing, that number of shares of its common stock equal to 14% of the aggregate amount paid by the Investor for the Notes purchased, priced at the closing price of the Company's common stock on the day prior to the closing, as a due diligence fee. In connection with due diligence fee, during 2019, the Company shall issue 86,667 shares of its common stock to the investors. These shares were valued at $42,000 using the closing price of the Company's common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. The Warrants are exercisable at any time on or after the date of the issuance and entitles the investors to purchase shares of the Company's common stock for a period of five years from the initial date the warrants become exercisable. Under the terms of the Warrant, the holders are entitled to exercise the Warrant to purchase up to 1,650,000 shares of the Company's common stock at an exercise price of $0.20, subject to customary adjustments as detailed in the Warrant. This Note and related Warrants include a down-round provision under which the Note conversion price and warrant exercise price could be affected on a full-ratchet basis by future equity offerings undertaken by the Company. In connection with the issuance of the Note and Warrants, the Company determined that the terms of the Notes and Warrants contain terms that are fixed monetary amounts at inception and accordingly, were not considered derivatives. The fair value of the warrants was determined using the Binomial valuation model. In connection with the issuance of the warrants, on the measurement date, the relative fair value of the warrants and the beneficial conversion feature of $253,000 was recorded as a debt discount and an increase in paid-in capital. For the three months ended March 31, 2020 and 2019, interest expense related to convertible notes and warrants amounted to $82,500 and $0, which consisted of amortization of debt discount. At March 31, 2020 and December 31, 2019, convertible notes payable consisted of the following: March 31, December 31, Principal amount $ 330,000 $ 330,000 Less: unamortized debt discount (185,625 ) (268,125 ) Convertible notes payable, net $ 144,375 $ 61,875

Note Payable - Related Party

Note Payable - Related Party	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
NOTE PAYABLE – RELATED PARTY	NOTE 6 - NOTE PAYABLE – RELATED PARTY On March 11, 2020, the Company entered into a Promissory Note Agreement (the "Note") with the Company's chief executive officer in the amount of $15,000. The Note bearing at 6% per annum, was unsecured, and all principal and interest amounts outstanding was due on April 10, 2020. In April 2020, this Note was repaid (see Note 9). At March 31, 2020, notes payable – related party amounted to $15,000. For the three months ended March 31, 2020, interest expense related to this Note amounted to $52.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7 – STOCKHOLDERS' DEFICIT Preferred stock The Company has authorized the issuance of 5,000,000 shares of preferred stock, $0.0001 par value. The Company's board of directors is authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred Stock or any series thereof. In April 2013, 1,000,000 shares were designated as Series A Convertible Preferred Stock and in November 2019, 2,000 shares were designated as Series B Convertible Preferred Stock. Series A redeemable convertible preferred stock In April 2013, pursuant to a Series A Preferred Stock Purchase Agreement (the "Preferred Stock Agreement"), the Company issued 4,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") for $400,000. Holders of Series A Preferred Stock vote together with holders of Common Stock on an as-converted basis. Each share of Series A Preferred Stock is currently convertible into 500 shares of common stock at the option of the holder (subject to a 9.99% beneficial ownership limitation) based on a conversion formula (the Stated Value, currently $100, divided by the Conversion Rate, currently $0.20). The Conversion Rate may be adjusted upon the occurrence of stock dividends or stock splits or subsequent equity sales at a price lower than the current conversion rate. Each share has a $100 liquidation value. The holders of Series A Preferred Stock are entitled to receive dividends on an as-converted basis if paid on Common Stock. The Series A Convertible Preferred Stock is redeemable at the option of the holder upon the occurrence of certain "triggering events." In case of a triggering event, the holder has the right to redeem each share held for cash (currently $100/share) or impose a dividend rate on all of the outstanding Preferred Stock at 6% per annum thereafter. A triggering event occurs if the Company fails to deliver certificates representing conversion shares, fails to pay the amount due pursuant to a Buy-In, fails to have available a sufficient number of authorized shares, fails to observe any covenant in the Certificate of Designation unless cured within 30 calendar days, shall be party to a Change in Control Transaction, sustains a bankruptcy event, fails to list or quote its common stock for more than 20 trading days in a twelve-month period, sustains any monetary judgment, writ or similar final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days, or fails to comply with the Asset Coverage requirement. Because certain of these "triggering events" are outside the control of the Company, the Preferred Stock is classified within the temporary equity section of the accompanying balance sheets. The Series A Preferred Stock has forced conversion rights where the Company may force the conversion of the Series A Preferred Stock if certain conditions are met. Additionally, the Company may elect to redeem some or all of the outstanding Series A Preferred Stock for the Stated Value (currently $100/share) provided that proper notice is provided to the holders and that a number of conditions (the "Equity Conditions") have been met. The Company believes the carrying amount reported in the balance sheets for the Series A Preferred Stock of $400,000 approximates the fair market value of such Preferred Stock based on the short-term maturity of these instruments which also equals the redemption value reflected as on the balance sheets. On March 31, 2017, the Board approved the amendment and restatement of the original Certificate of Designation in order to expressly ensure that holders of the Company's Series A Preferred Stock have the right to elect at least two directors at all times, have complete priority over any other class as to distribution of assets and payments of dividends, and have equal voting rights with every other outstanding voting stock. On May 11, 2017, the Company filed the amendment and restatement with the State of Delaware. Series B convertible preferred stock In November 2019, the Company filed an Amendment to its Articles of Incorporation to designate a series of preferred stock, the Series B Convertible Preferred Stock, with the Secretary of State of the State of Delaware. The Certificate of Designations established 2,000 shares of the Series B Preferred Stock, par value $0.0001, having such designations, preferences, and rights as determined by the Company's Board of Directors in its sole discretion, in accordance with the Company's Articles of Incorporation and Amended and Restated Bylaws. The Certificate of Designations, Preferences, Rights, and Limitations of Series B Convertible Preferred Stock ("Certificate of Designations") provides that the Series B Convertible Preferred Stock shall have no right to vote on any matters on which the common shareholders are permitted to vote. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. The Series B Convertible Preferred Stock ranks senior with respect to dividends and right of liquidation to the Company's common stock and junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company. Each share of Series B Preferred Stock shall have a stated value of $1,000 (the "Stated Value"). Except for stock dividends or distributions for which adjustments are to be made pursuant to the certificate of designation, Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Company's common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B Preferred Stock. The Holder of Series B Preferred stock shall have the right from time to time, and at any time after the original issue date, to convert all or any part of the outstanding Series B Preferred Stock into the Company's common stock. The conversion price (the "Conversion Price") shall equal $0.20 per share (subject to equitable adjustments by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). If, at any time while the Series B Preferred Stock is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any Person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower price, the "Base Conversion Price" and such issuances, collectively, a "Dilutive Issuance"), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. In addition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of common stock acquirable upon complete conversion of such Holder's Series A Preferred Stock. On November 29, 2019, the Company entered into Series B Preferred Stock Purchase Agreements with accredited investors whereby the investors agreed to purchase an aggregate of 115 unregistered shares of the Company's Series B Preferred stock for $115,000, or $1,000 per share. In November 2019, the Company received the cash proceeds of $110,000, net of fees of $5,000 which was charged to additional paid in capital. In connection with the sale of Series B preferred shares, the Company issued 575,000 warrants to purchase 575,000 common shares at $0.20 per share. subject to adjustment on terms similar to the Series B preferred shares. In connection with the issuance of these Series B preferred shares and Warrants, the Company determined that the terms of the Series B preferred shares and related warrants contain terms that are fixed monetary amounts at inception and accordingly, were not considered derivatives. Stock options Stock option activities for the three months ended March 31, 2020 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 Granted - - Forfeited - - Balance Outstanding, March 31, 2020 300,000 $ 0.0001 4.3 $ 89,970 Exercisable, March 31, 2020 300,000 $ 0.0001 4.3 $ 89,970 Warrants Warrant activities for the three months ended March 31, 2020 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 Granted - - Forfeited - - Balance Outstanding, March 31, 2020 2,225,000 $ 0.20 4.6 $ 222,500 Exercisable, March 31, 2020 2,225,000 $ 0.20 4.6 $ 222,500

Concentrations

Concentrations	3 Months Ended
	Mar. 31, 2020
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 8 – CONCENTRATIONS Customer concentration For the three months ended March 31, 2020, no customer accounted for over 10% of total sales. Vendor concentrations Generally, the Company purchases substantially all of its raw materials and inventory from two suppliers. The loss of these suppliers may have a material adverse effect on the Company's results of operations and financial condition. However, the Company believes that, if necessary, alternate vendors could supply similar products in adequate quantities to avoid material disruptions to operations.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS Note payable – related party On April 1, 2020, the Company entered into a Promissory Note Agreement (the "Note") with a company owned by the Company's chief executive officer in the amount of $20,000. The Note bearing at 6% per annum, was unsecured, and all principal and interest amounts outstanding was due on June 30, 2020. On April 30, 2020, the Company repaid payable – related party and all interest due. On April 30, 2020, the Company repaid payable – related party of $15,000 and all interest due (see Note 6). Exchange of convertible notes for common shares On April 15, 2020, the Company entered into Exchange Agreements with the holders of its convertible promissory notes, which notes were originally issued in October 2019 (see Note 5). Pursuant to these Exchange Agreements, the holders agreed to exchange their convertible promissory notes of $330,000 and 1,650,000 warrants issued in connection with this debt for an aggregate of 4,125,000 shares of the Company's common stock. as a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. In connection with this debt extinguishment, the Company recorded a loss on debt extinguishment of $198,000. Exchange of Series B Preferred Stock for common shares On April 15, 2020, the Company entered into Exchange Agreements with the holders of its Series B Convertible Preferred Stock, which shares of Series B Convertible Preferred Stock were originally issued in November 2019 (see Note 7). Pursuant to the Exchange Agreements, the holders agreed to exchange their 115 shares of Series B Convertible Preferred Stock with a stated value of $115,000 and 575,000 warrants issued in connection with the Series B convertible preferred stock for an aggregate of 1,437,500 shares of the Company's common stock. as a price of $0.08 per share. After the exchanges, there are no shares of the Company's Series B Convertible Preferred Stock outstanding. In connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69.000. Subscription agreements On April 17, 2020, the Company entered into subscription agreements with certain accredited investors pursuant to which it issued an aggregate of 7,764,366 shares of the Company's common stock for proceeds of $77,644, or $0.01 per share. Consulting agreement On April 10, 2020, the Company entered into a six-month consulting agreement with an accredited investor pursuant to which it agreed to issue an aggregate of 3,468,841 shares of the Company's common stock to the consultant for consulting services to be rendered. These shares were valued at $277,507, or $0.08 per common share, based on contemporaneous common share sales (see below), which was amortized over the term of the agreement. Advisory agreements On April 7, 2020, the Company entered into a one-year advisory agreements with certain accredited investors pursuant to which it agreed to issue an aggregate of 5,117,343 shares of the Company's common stock, par value $0.0001 per share, to the advisors for advisory services to be rendered. These shares were valued at $409,387, or $0.08 per common share, based on contemporaneous common share sales (see below), which was amortized over the term of the agreement. Employment agreement On April 17, 2020, the Company entered into an Employment Agreement with the Company's chief executive officer ("CEO") pursuant to which CEO will continue to serve as chief executive officer and chief financial officer of the Company. The term of the agreement will continue for a period of one year from the date of execution and automatically renews for successive one-year periods at the end of each term until either party delivers written notice of their intent not to review at least 6 months prior to the expiration of the then effective term. Pursuant to the terms of the agreement, CEO's base salary was increased to $120,000, and Mr. Weisblum shall continue be entitled to earn a bonus, subject to the sole discretion of the Company's Board. In addition, CEO was granted 7,630,949 shares of the Company's common stock. These shares were valued at $370,476, or $0.08 per common share, based on contemporaneous common share sales (see below). The agreement may be terminated by either the Company or CEO at any time and for any reason upon 60 days prior written notice. Upon termination of the agreement, CEO shall be entitled to (i) any equity award that has vested prior to the termination date, (ii) reimbursement of expenses incurred on or prior to such termination date and (iii) such employee benefits to which CEO may be entitled as of the termination date (collectively, the "Accrued Amounts"). The agreement shall also terminate upon CEO's death or the Company may terminate CEO's employment upon his disability (as defined in the agreement). Upon the termination of CEO's employment for death or disability, CEO shall be entitled to receive the Accrued Amounts. The agreement also contains covenants prohibiting CEO from disclosing confidential information with respect to the Company. Sale of common stock On April 28, 2020 (the "Closing Date"), the Company entered into securities purchase agreements (collectively, the "Purchase Agreement") with certain institutions and accredited investors (each an "Investor" and collectively, the "Investors") for the sale of an aggregate 29,993,750 shares of the Company's common stock at a price of $0.08 per share for gross proceeds of $2,399,500, before deducting placement agent fees of $173,950 and other offering expenses of $118,460 (the "Private Placement"). The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Purchase Agreement also provides that until the six (6) month anniversary of the date of the Purchase Agreement, in the event of a subsequent financing (except for certain exempt issuances as provided in the Purchase Agreement) by the Company, each Investor that invested over $100,000 pursuant to the Purchase Agreement will have the right to participate in such subsequent financing up to an amount equal to 50% of the subsequent financing on the same terms, conditions and price provided for in the subsequent financing. In connection with the Private Placement, the Company entered into separate Registration Rights Agreements with the Investors, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares underlying the Registrable Securities (as defined therein) within thirty (30) calendar days following the Closing Date, and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144. If the Company fails to file the registration statement or have it declared effective by the dates set forth above, amongst other things, the Company is obligated to pay the investors liquidated damages in the amount of 1% of their subscription amount, per month, until such events are satisfied, subject to a cap of 6%. In conjunction with the Private Placement, all officers and directors of the Company have entered into lock-up agreements pursuant to which they have agreed not to sell their shares of common stock or common stock equivalents in the Company until the twelve-month anniversary of the Closing Date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the "U.S. GAAP") for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended December 31, 2019 and 2018 of the Company which were included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 20, 2020.
Going Concern	Going Concern These 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 financial statements, the Company had a net loss and cash used in operations of $238,877 and $117,609 for the three months ended March 31, 2020. Additionally, the Company had an accumulated deficit and stockholders' deficit of $2,894,681 and $261,769 at March 31, 2020, and has generated minimal revenues under its new business plan. 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. 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. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future to fund its business plan, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the 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 financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the three months ended March 31, 2020 and 2019 include the collectability of notes receivable, the valuation of the Company's equity investments, amortization period and valuation of intangibles, estimates for obsolete inventory, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares issued for services.
Fair Value of Financial Instruments and Fair Value Measurements	Fair Value of Financial Instruments and Fair Value Measurements The Company uses the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value 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 balance sheets for cash, notes receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses, notes payable – related party and accrued interest – related party approximate their fair market value based on the short-term maturity of these instruments. 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 instruments.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 or by the Securities Investor Protection Corporation ("SIPC") up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. At March 31, 2020 and December 31, 2019, the Company had no cash in excess of FDIC limits, respectively.
Notes Receivable	Notes Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. No allowance was required for March 31, 2020 or December 31, 2019.
Inventory	Inventory Inventory, consisting of raw materials and finished goods, 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 shall be recorded based on estimates and included in cost of sales. No allowance was required at March 31, 2020 and December 31, 2019.
Equity Investments, at Cost	Equity Investments, at Cost Equity investments, at cost comprised mainly of non-marketable capital stock and stock warrants, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. Prior to September 29, 2018, equity investments, at cost were recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation. The fair value of equity investments, at cost that had no ready market were determined in good faith by the Board of Directors, based upon the financial condition and operating performance of the underlying investee companies as well as general market trends for businesses in the same industry. At March 31, 2020 and December 31, 2019, equity investments, at cost of $9,394 and $9,394, respectively, comprised mainly of non-marketable capital stock, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically.
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.
Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value	Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net change in unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment, including any reversal of previously recorded unrealized appreciation/depreciation when gains or losses are realized.
Revenue Recognition	Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Product sales are recognized when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances.
Stock-based compensation	Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation – Stock Compensation Improvements to Employee Share-Based Payment
Income Taxes	Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes". Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. The Company does not believe it has any uncertain tax positions as of March 31, 2020 and December 31, 2019 that would require either recognition or disclosure in the accompanying financial statements.
Net (Loss) Income per Common Share	Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which included convertible preferred shares and stock options are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company's net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the three months ended March 31, 2020 and 2019: March 31, March 31, Series A convertible preferred stock 2,000,000 2,000,000 Series B convertible preferred stock 575,000 - Convertible notes 1,650,000 - Stock options 300,000 - Warrants 2,225,000 -
Leases	Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842)" Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. For the Company's administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.
New Accounting Pronouncements	New Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of anti-dilutive net loss per share	March 31, March 31, Series A convertible preferred stock 2,000,000 2,000,000 Series B convertible preferred stock 575,000 - Convertible notes 1,650,000 - Stock options 300,000 - Warrants 2,225,000 -

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of inventory, including leather footwear finished goods, fabric, and t-shirts.	March 31, December 31, Raw materials $ 41,231 $ 41,231 Finished goods 114,682 115,135 Inventory $ 155,913 $ 156,366

Notes Receivable (Tables)

Notes Receivable (Tables)	3 Months Ended
	Mar. 31, 2020
Receivables [Abstract]
Schedule of notes receivable	March 31, 2020 December 31, 2019 Principal amounts of notes receivable $ 250,000 $ 250,000 Less: allowance for doubtful accounts (50,000 ) (50,000 ) Notes receivable, net $ 200,000 $ 200,000

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2020
Convertible Notes Payable [Abstract]
Schedule of convertible notes payable	March 31, December 31, Principal amount $ 330,000 $ 330,000 Less: unamortized debt discount (185,625 ) (268,125 ) Convertible notes payable, net $ 144,375 $ 61,875

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of stock options activities	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 Granted - - Forfeited - - Balance Outstanding, March 31, 2020 300,000 $ 0.0001 4.3 $ 89,970 Exercisable, March 31, 2020 300,000 $ 0.0001 4.3 $ 89,970
Schedule of warrant activities	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 Granted - - Forfeited - - Balance Outstanding, March 31, 2020 2,225,000 $ 0.20 4.6 $ 222,500 Exercisable, March 31, 2020 2,225,000 $ 0.20 4.6 $ 222,500

Organization and Business (Deta

Organization and Business (Details)	Sep. 29, 2018
Organization and Business (Textual)
Percentage of acquisition	100.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Warrants [Member]
Anti-dilutive net loss per share	2,225,000
Stock options [Member]
Anti-dilutive net loss per share	300,000
Convertible Notes [Member]
Anti-dilutive net loss per share	1,650,000
Series A convertible preferred stock [Member]
Anti-dilutive net loss per share	2,000,000	2,000,000
Series B convertible preferred stock [Member]
Anti-dilutive net loss per share	575,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Summary of Significant Accounting Policies (Textual)
Federal deposit insurance corporation (''FDIC'')	$ 250,000
Securities investor protection corporation ("SIPC")	250,000
Net loss	(238,877)	$ (123,523)
Accumulated deficit	(2,894,681)		$ (2,655,804)
Cash used in operations	(117,609)	(149,524)
Stockholders' deficit	(261,769)	$ 292,669	(22,892)	$ 407,442
Equity investments cost	$ 9,394		$ 9,394

Inventory (Details)

Inventory (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Inventory (Textual)
Raw materials	$ 41,231	$ 41,231
Finished goods	114,682	115,135
Inventory	$ 155,913	$ 156,366

Notes Receivable (Details)

Notes Receivable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Receivables [Abstract]
Principal amounts of notes receivable	$ 250,000	$ 250,000
Less: allowance for doubtful accounts	(50,000)	(50,000)
Notes receivable, net	$ 200,000	$ 200,000

Notes Receivable (Details Textu

Notes Receivable (Details Textual) - USD ($)	Jan. 06, 2020	Nov. 02, 2018	Oct. 31, 2018	Sep. 28, 2018	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Note Receivable (Textual)
Principal balance					$ 200,000	$ 200,000
Maturity date					Oct. 31, 2020
Purchase Agreement [Member]
Note Receivable (Textual)
Notes receivable and related interest receivable aggregate balances						277,305
Notes receivable purchase price					$ 5,000	$ 277,305
Convertible Series B preferred stock	10,420
Promissory note receivable agreement [Member]
Note Receivable (Textual)
Term of note receivable		30 days		2 years
Principal balance		$ 50,000		$ 200,000
Funded to seller				$ 100,000
Interest rate				6.00%
Maturity date				Sep. 27, 2020
Remaining balance of promissory note receivable			$ 100,000
Allowance for doubtful account and bad debt							$ 50,000
Deposit and credit towards the acquisition of the assets		$ 50,000
Promissory note receivable agreement [Member] | Maximum [Member]
Note Receivable (Textual)
Interest rate		18.00%
Promissory note receivable agreement [Member] | Minimum [Member]
Note Receivable (Textual)
Interest rate		10.00%

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Convertible Notes Payable [Abstract]
Principal amount	$ 330,000	$ 330,000
Less: unamortized debt discount	(185,625)	(268,125)
Convertible notes payable, net	$ 144,375	$ 61,875

Convertible Notes Payable (De_2

Convertible Notes Payable (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Convertible Notes Payable (Textual)
Warrants purchase to shares		1,650,000
Convertible notes payable, description		The Company shall issue to each investor at the closing, that number of shares of its common stock equal to 14% of the aggregate amount paid by the Investor for the Notes purchased, priced at the closing price of the Company's common stock on the day prior to the closing, as a due diligence fee. In connection with due diligence fee, during 2019, the Company shall issue 86,667 shares of its common stock to the investors. These shares were valued at $42,000 using the closing price of the Company's common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity.
Common stock warrants exercise price		$ 0.20
Additional expenses and deposit fees		$ 1,250
Warrants of beneficial conversion feature		253,000
Amortization of debt discount		$ 82,500	$ 0
Notes due and payable		Oct. 31, 2020
Purchase Agreement [Member]
Convertible Notes Payable (Textual)
Issued and sale of convertible promissory aggregate principal amount	$ 330,000
Warrants purchase to shares	1,650,000
Net proceeds	$ 295,000
Net of origination issue discount	30,000
Net of origination fees	$ 5,000
Common stock warrants exercise price		$ 0.20

Note Payable - Related Party (D

Note Payable - Related Party (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 11, 2020
Note Payable - Related Party (Textual)
Notes payable, related parties	$ 15,000
Interest expense, related party	$ 52
Promissory Note Agreement [Member] | Chief Executive Officer [Member]
Note Payable - Related Party (Textual)
Notes payable, related parties		$ 15,000
Interest-bearing unsecured		6.00%

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Warrants [Member]
Number of Options
Balance Outstanding, December 31, 2019 | shares	2,225,000
Granted | shares
Forfeited | shares
Balance Outstanding, March 31, 2020 | shares	2,225,000
Exercisable, March 31, 2020 | shares	2,225,000
Weighted Average Exercise Price
Balance Outstanding, December 31, 2019 | $ / shares	$ 0.20
Granted | $ / shares
Forfeited | $ / shares
Balance Outstanding, March 31, 2020 | $ / shares	0.20
Exercisable, March 31, 2020 | $ / shares	$ 0.20
Weighted Average Remaining Contractual Term (Years)
Balance Outstanding, December 31, 2019	4 years 9 months 18 days
Balance Outstanding, March 31, 2020	4 years 7 months 6 days
Exercisable, March 31, 2020	4 years 7 months 6 days
Aggregate Intrinsic Value
Balance Outstanding, March 31, 2020 | $	$ 222,500
Exercisable, March 31, 2020 | $	$ 222,500
Stock Options [Member]
Number of Options
Balance Outstanding, December 31, 2019 | shares	300,000
Granted | shares
Forfeited | shares
Balance Outstanding, March 31, 2020 | shares	300,000
Exercisable, March 31, 2020 | shares	300,000
Weighted Average Exercise Price
Balance Outstanding, December 31, 2019 | $ / shares	$ 0.0001
Granted | $ / shares
Forfeited | $ / shares
Balance Outstanding, March 31, 2020 | $ / shares	0.0001
Exercisable, March 31, 2020 | $ / shares	$ 0.0001
Weighted Average Remaining Contractual Term (Years)
Balance Outstanding, December 31, 2019	4 years 6 months
Balance Outstanding, March 31, 2020	4 years 3 months 19 days
Exercisable, March 31, 2020	4 years 3 months 19 days
Aggregate Intrinsic Value
Balance Outstanding, March 31, 2020 | $	$ 89,970
Exercisable, March 31, 2020 | $	$ 89,970

Stockholders' Deficit (Details

Stockholders' Deficit (Details Textual) - USD ($)	Nov. 29, 2019	Apr. 30, 2013	Mar. 31, 2020	Dec. 31, 2019	Nov. 30, 2019
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares authorized			5,000,000	5,000,000
Preferred stock value
Series B Preferred Stock [Member]
Preferred stock, par value	$ 1,000		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	115,000		2,000	2,000	2,000
Preferred stock, shares issued	115		115	115
Preferred stock value
Warrants to purchase of common stock	575,000
Preferred stock, redemption per share			$ 1,000	$ 1,000
Conversion price per share	$ 0.20
Proceeds from issuance of series B preferred stock			$ 110,000
Net of conversion fees	$ 5,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized		1,000,000
Preferred stock, shares issued		4,000
Preferred stock value		$ 400,000	$ 400,000
Preferred stock liquidation value		$ 100
Percentage of beneficial ownership limitation		9.99%
Convertible into shares of common stock		500
Preferred stock, redemption per share		$ 0.20
Preferred stock stated value		$ 100
Warrants [Member]
Preferred stock, shares issued	575,000

Concentrations (Details)

Concentrations (Details)	3 Months Ended
	Mar. 31, 2020
Concentrations (Textual)
Percentage of total sales	10.00%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)

Apr. 15, 2020

Apr. 10, 2020

Apr. 07, 2020

Apr. 01, 2020

Apr. 28, 2020

Apr. 17, 2020

Oct. 31, 2019

Mar. 31, 2020

Jun. 30, 2020

Apr. 30, 2020

Mar. 11, 2020

Dec. 31, 2019

Nov. 29, 2019

Subsequent Events (Textual)

Notes payable, related parties

$ 15,000

Warrants purchase to shares

1,650,000

Common stock, par value

$ 0.0001

$ 0.0001

Rights Agreements [Member]

Subsequent Events (Textual)

Subsequent event, description

If the Company fails to file the registration statement or have it declared effective by the dates set forth above, amongst other things, the Company is obligated to pay the investors liquidated damages in the amount of 1% of their subscription amount, per month, until such events are satisfied, subject to a cap of 6%.

Series B Preferred Stock [Member]

Subsequent Events (Textual)

Preferred stock shares issued

115

115

115

Subsequent Event [Member]

Subsequent Events (Textual)

Shares issued

29,993,750

Proceeds from issuance of common stock

$ 2,399,500

Common stock, par value

$ 0.08

Other expenses

$ 118,460

Deducting amount

173,950

Subsequent Event [Member] | Purchase Agreement[Member]

Subsequent Events (Textual)

Invested amount

$ 100,000

Subsequent event, description

The Purchase Agreement will have the right to participate in such subsequent financing up to an amount equal to 50% of the subsequent financing on the same terms, conditions and price provided for in the subsequent financing.

Subsequent Event [Member] | Employment agreement [Member] | Mr. Weisblum [Member]

Subsequent Events (Textual)

Salary increased amount

$ 120,000

Subsequent Event [Member] | Subscription Arrangement [Member]

Subsequent Events (Textual)

Share price

$ 0.01

Shares issued

7,764,366

Proceeds from issuance of common stock

$ 77,644

Subsequent Event [Member] | Consulting agreement [Member]

Subsequent Events (Textual)

Share price

$ 0.08

Shares issued

3,468,841

Stock-based consulting fee

$ 277,507

Subsequent Event [Member] | Advisory agreements [Member]

Subsequent Events (Textual)

Share price

$ 0.08

Shares issued

5,117,343

Stock-based consulting fee

$ 409,387

Common stock, par value

$ 0.0001

Subsequent Event [Member] | Series B Preferred Stock [Member]

Subsequent Events (Textual)

Warrants purchase to shares

575,000

Common stock share issue

1,437,500

Share price

$ 0.08

Convertible Preferred Stock value

$ 115,000

Dividend amount

$ 69,000

Chief Executive Officer [Member] | Subsequent Event [Member]

Subsequent Events (Textual)

Aggregate principal amount

$ 20,000

Chief Executive Officer [Member] | Subsequent Event [Member] | Employment agreement [Member]

Subsequent Events (Textual)

Common stock share issue

7,630,949

Stock-based consulting fee

$ 370,476

Common stock, par value

$ 0.08

Promissory Note Agreement [Member] | Chief Executive Officer [Member]

Subsequent Events (Textual)

Interest-bearing unsecured

6.00%

Notes payable, related parties

$ 15,000

Promissory Note Agreement [Member] | Chief Executive Officer [Member] | Subsequent Event [Member]

Subsequent Events (Textual)

Interest-bearing unsecured

6.00%

Notes payable, related parties

$ 15,000

Purchase Agreement[Member]

Subsequent Events (Textual)

Issued and sale of convertible promissory aggregate principal amount

$ 330,000

Warrants purchase to shares

1,650,000

Common stock share issue

4,125,000

Share price

$ 0.08

Debt Loss

$ 198,000