Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Silo Pharma, Inc. |
Entity Central Index Key | 0001514183 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation State Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,645,712 | $ 111,752 | $ 336,679 |
Equity investments, at fair value | 215,528 | ||
Equity investments, at cost | 9,394 | 9,394 | 12,766 |
Notes receivable, net | 90,000 | 200,000 | |
Prepaid expenses and other current assets | 310,984 | 16,333 | 34,031 |
Inventory - current | 30,744 | 156,366 | 26,973 |
Total Current Assets | 2,086,834 | 493,845 | 625,977 |
Inventory - non-current | 117,347 | ||
OTHER ASSETS: | |||
Notes receivable, net | 200,000 | ||
Intangible asset | 29,440 | ||
Total Other Assets | 229,440 | ||
Total Assets | 2,204,181 | 493,845 | 855,417 |
CURRENT LIABILITIES: | |||
Convertible note payable, net of discount | 61,875 | ||
Accounts payable and accrued expenses | 114,772 | 54,862 | 25,631 |
Note payable - current portion | 7,258 | ||
Insurance finance loan | 22,344 | ||
Total Current Liabilities | 122,030 | 116,737 | 47,975 |
LONG TERM LIABILITIES: | |||
Note payable - long-term portion | 11,642 | ||
Total Long Term Liabilities | 11,642 | ||
Total Liabilities | 133,672 | 116,737 | |
Commitment and Contingencies (see Note 9) | |||
Redeemable Series A, Convertible Preferred stock, $0.0001 par value, 1,000,000 shares designated; None and 4,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively ($100 per share redemption value) | 400,000 | 400,000 | |
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized Series B convertible preferred stock, $0.0001 par value, 2,000 shares designated; none and 115 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively ($1,000 per share liquidation value) | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 85,141,956 and 23,604,207 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 8,514 | 2,361 | 2,342 |
Additional paid-in capital | 7,034,502 | 2,630,551 | 2,047,610 |
Accumulated deficit | (4,972,507) | (2,655,804) | (1,642,510) |
Total Stockholders’ Equity (Deficit) | 2,070,509 | (22,892) | 407,442 |
Total Liabilities and Stockholders’ Equity (Deficit) | 2,204,181 | 493,845 | 855,417 |
Series B Preferred Stock | |||
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized Series B convertible preferred stock, $0.0001 par value, 2,000 shares designated; none and 115 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively ($1,000 per share liquidation value) | |||
Total Stockholders’ Equity (Deficit) |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity investments cost | $ 0 | $ 45,336 | |
Redeemable Series A, Convertible Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable Series A, Convertible Preferred stock, shares designated | 1,000,000 | 1,000,000 | 1,000,000 |
Redeemable Series A, Convertible Preferred stock, shares issued | 4,000 | 4,000 | 4,000 |
Redeemable Series A, Convertible Preferred stock, shares outstanding | 4,000 | 4,000 | 4,000 |
Redeemable Series A, Convertible Preferred stock,100 per share redemption and liquidation value | $ 100 | $ 100 | $ 100 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 85,141,956 | 23,604,207 | 23,417,450 |
Common stock, shares outstanding | 85,141,956 | 23,604,207 | 23,417,450 |
Series B Preferred Stock | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock shares issued | 115 | 115 | 0 |
Preferred stock shares outstanding | 115 | 115 | 0 |
Preferred stock redemption price per share | $ 1,000 | $ 1,000 | $ 1,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
SALES | $ 16,285 | $ 268 | $ 18,795 | $ 268 | $ 40,569 | |
COST OF SALES | 29,449 | 82 | 30,866 | 82 | 27,387 | |
GROSS PROFIT (LOSS) | (13,164) | 186 | (12,071) | 186 | 13,182 | |
OPERATING EXPENSES: | ||||||
Compensation expense | 37,308 | 87,485 | 717,198 | 203,722 | 319,587 | 145,000 |
Professional fees | 441,409 | 108,481 | 831,665 | 314,702 | 431,015 | 203,559 |
Product development | 17,364 | 53,689 | 63,465 | |||
Insurance expense | 13,578 | 8,174 | 17,560 | 24,521 | 26,565 | 35,195 |
Bad debt (recovery) | 85,000 | (6,000) | 84,000 | (11,500) | (13,500) | 35,000 |
Selling, general and administrative expenses | 28,397 | 44,553 | 76,088 | 75,687 | 87,013 | 76,076 |
Impairment loss | 29,440 | 99,412 | ||||
Total operating expenses | 623,056 | 242,693 | 1,780,200 | 607,132 | 943,585 | 594,242 |
LOSS FROM OPERATIONS | (636,220) | (242,507) | (1,792,271) | (606,946) | (930,403) | (594,242) |
OTHER INCOME (EXPENSE): | ||||||
Interest income | 2,818 | 3,083 | 8,788 | 9,129 | 12,196 | 4,218 |
Other income | 3,000 | |||||
Interest expense | (393) | (94) | (268,996) | (864) | (62,739) | |
Interest expense - related party | (375) | (224) | (375) | (189) | ||
Loss on debt extinguishment | (198,000) | |||||
Net realized gain on equity investments (non-controlled/non-affiliated investments) | 92,264 | 138,032 | 138,032 | (100,759) | ||
Net unrealized loss on equity investments (non-controlled/non-affiliated investments) | (117,852) | (170,191) | (170,191) | (278,680) | ||
Total other expense, net | 2,425 | (22,974) | (455,432) | (24,269) | (82,891) | (375,221) |
NET LOSS | (633,795) | (265,481) | (2,247,703) | (631,215) | $ (1,013,294) | $ (969,463) |
Deemed dividend | (69,000) | |||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (633,795) | $ (265,481) | $ (2,316,703) | $ (631,215) | ||
NET LOSS PER COMMON SHARE: | ||||||
Basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.03) | $ (0.04) | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||
Basic and diluted | 84,416,681 | 23,467,632 | 59,512,252 | 23,442,998 | 23,468,522 | 49,101,419 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Series B Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Net Investment Loss | Accumulated Undistributed Net Realized Gain (Loss) On Investments | Unrealized Appreciation (Depreciation) on Investments | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 5,009 | $ 1,871,080 | $ (470,388) | $ (651,530) | $ 448,871 | $ 1,203,042 | ||
Balance, shares at Dec. 31, 2017 | 50,082,441 | |||||||
Common stock issued for asset acquisition | $ 200 | 152,035 | 152,235 | |||||
Common stock issued for asset acquisition, shares | 2,000,000 | |||||||
Common stock issued for cash | $ 7 | 24,493 | 24,500 | |||||
Common stock issued for cash, shares | 70,000 | |||||||
Common stock repurchased for cash and cancelled | $ (2,874) | 2 | (2,872) | |||||
Common stock repurchased for cash and cancelled, shares | (28,734,901) | |||||||
Adoption of corporation accounting | 470,388 | 651,530 | (448,871) | (673,047) | ||||
Net loss | (969,463) | (969,463) | ||||||
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, 2018 | $ 2,342 | 2,047,610 | (1,642,510) | 407,442 | ||||
Balance, shares at Dec. 31, 2018 | 23,417,540 | |||||||
Series B preferred stock issued for cash, net of costs | 110,000 | 110,000 | ||||||
Series B preferred stock issued for cash, net of costs, shares | 115 | |||||||
Common stock issued for services | $ 10 | 34,990 | 35,000 | |||||
Common stock issued for services, shares | 100,000 | |||||||
Common stock issued for due diligence fee | $ 9 | 41,991 | 42,000 | |||||
Common stock issued for due diligence fee,shaes | 86,667 | |||||||
Accretion of stock options for services | 142,960 | 142,960 | ||||||
Warrants issued in connection with convertible debt | 253,000 | 253,000 | ||||||
Warrants issued in connection with convertible debt,shares | ||||||||
Net loss | (1,013,294) | (1,013,294) | ||||||
Balance at Dec. 31, 2019 | $ 2,361 | 2,630,551 | (2,655,804) | (22,892) | ||||
Balance, shares at Dec. 31, 2019 | 115 | 23,604,207 | ||||||
Balance at Mar. 31, 2019 | $ 2,344 | 2,056,358 | (1,766,033) | 292,669 | ||||
Balance, shares at Mar. 31, 2019 | 23,442,540 | |||||||
Common stock issued for services | $ 3 | 8,747 | 8,750 | |||||
Common stock issued for services, shares | 25,000 | |||||||
Accretion of stock options for services | 43,737 | 43,737 | ||||||
Net loss | (242,211) | (242,211) | ||||||
Balance at Jun. 30, 2019 | $ 2,347 | 2,108,842 | (2,008,244) | 102,945 | ||||
Balance, shares at Jun. 30, 2019 | 23,467,540 | |||||||
Common stock issued for services | $ 2 | 8,748 | 8,750 | |||||
Common stock issued for services, shares | 25,000 | |||||||
Accretion of stock options for services | 52,485 | 52,485 | ||||||
Net loss | (265,481) | (265,481) | ||||||
Balance at Sep. 30, 2019 | $ 2,349 | 2,170,075 | (2,273,725) | (101,301) | ||||
Balance, shares at Sep. 30, 2019 | 23,492,540 | |||||||
Balance at Dec. 31, 2019 | $ 2,361 | 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 | $ 2,361 | 2,630,551 | (2,894,681) | (261,769) | ||||
Balance, shares at Mar. 31, 2020 | 115 | 23,604,207 | ||||||
Common Stock issued for cash, net of offering cost | $ 3,775 | 2,111,958 | 2,115,733 | |||||
Common Stock issued for cash, net of offering cost, Shares | 37,758,116 | |||||||
Common Stock issued for future services | $ 859 | 686,036 | 686,895 | |||||
Common Stock issued for future services, shares | 8,586,184 | |||||||
Preferred Shares Exchanged for Common Stock | $ 144 | (144) | ||||||
Preferred Shares Exchanged for Common Stock, Shares | (115) | 1,437,500 | ||||||
Common Stock issued in connection with employment agreement | $ 763 | 609,713 | 610,476 | |||||
Common Stock issued in connection with employment agreement, Shares | 7,630,949 | |||||||
Common Stock issued for Exchange of Notes | $ 412 | 527,588 | 528,000 | |||||
Common Stock issued for Exchange of Notes, Shares | 4,125,000 | |||||||
Deemed dividend on Preferred Stock Exchange | 69,000 | (69,000) | ||||||
Net loss | (1,375,031) | (1,375,031) | ||||||
Balance at Jun. 30, 2020 | $ 8,314 | 6,634,702 | (4,338,712) | 2,304,304 | ||||
Balance, shares at Jun. 30, 2020 | 83,141,956 | |||||||
Common Stock issued for conversion of Redeemable Series A Preferred stock | $ 200 | 399,800 | 400,000 | |||||
Common Stock issued for conversion of Redeemable Series A Preferred stock, Shares | 2,000,000 | |||||||
Net loss | (633,795) | (633,795) | ||||||
Balance at Sep. 30, 2020 | $ 8,514 | $ 7,034,502 | $ (4,972,507) | $ 2,070,509 | ||||
Balance, shares at Sep. 30, 2020 | 85,141,956 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (2,247,703) | $ (631,215) | $ (1,013,294) | $ (969,463) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Bad debt expense | 90,000 | |||
Stock-based compensation | 717,198 | 203,722 | 319,587 | 145,000 |
Amortization of prepaid stock-based expense | 460,289 | |||
Amortization of debt discount to interest expense | 268,125 | 61,875 | ||
Inventory write-down | 19,879 | |||
Net realized gain on equity investments | (138,032) | (138,032) | 100,759 | |
Net unrealized loss on equity investments | 170,191 | 170,191 | 278,680 | |
Loss from debt extinguishment | 198,000 | |||
Amortization | 17,550 | |||
Impairment loss | 29,440 | 99,412 | ||
Proceeds from sale of equity investments | 727,496 | |||
Bad debt expense | 35,000 | |||
Change in operating assets and liabilities: | ||||
(Increase) decrease in inventory - current | 105,743 | (72,607) | (129,393) | (26,973) |
(Increase) decrease in prepaid expenses and other current assets | (68,045) | 10,471 | 17,698 | 22,888 |
(Increase) in inventory - non-current | (117,347) | |||
Increase in accounts payable and accrued expenses | 59,910 | 36,825 | 29,231 | (12,712) |
Increase in accrued interest payable - related party | 375 | |||
NET CASH USED IN OPERATING ACTIVITIES | (620,673) | (501,520) | (794,324) | 272,637 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from sale of equity investments | 191,938 | 191,938 | ||
Purchase of equity investment | (5,197) | (5,197) | ||
Collection on note receivable | 20,000 | |||
Cash disbursements related to notes receivable | (250,000) | |||
NET CASH PROVIDED BY INVESTING ACTIVITIES | 20,000 | 186,741 | 186,741 | (250,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from note payable - related party | 35,000 | 25,000 | 25,000 | |
Proceeds from note payable | 18,900 | |||
Repayment of note payable - related party | (35,000) | (25,000) | ||
Net proceeds from sale of common stock | 2,115,733 | 24,500 | ||
Repayment of insurance finance loan | (22,344) | (22,344) | (2,177) | |
Redemption of common stock | (2,872) | |||
Proceeds from sale of series B preferred stock, net | 110,000 | |||
Net proceeds from convertible debt | 295,000 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,134,633 | 2,656 | 382,656 | 19,451 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: | 1,533,960 | (312,123) | (224,927) | 42,088 |
CASH AND CASH EQUIVALENTS - beginning of period | 111,752 | 336,679 | 336,679 | 294,591 |
CASH AND CASH EQUIVALENTS - end of period | 1,645,712 | 24,556 | 111,752 | 336,679 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest | 224 | |||
Income taxes | ||||
Non-Cash investing and financing activities: | ||||
Common stock issued for prepaid services | 686,895 | |||
Common Stock issued for Exchange of Notes | 528,000 | |||
Common Stock issued for conversion of Redeemable Series A Preferred stock | $ 400,000 | |||
Common stock issued for acquisition of intangible assets and prepaid expenses | 300,000 | 152,235 | ||
Increase in prepaid expenses and accrued expenses for insurance finance loan | 24,521 | |||
Common stock issued for due diligence fee and related increase in debt discount | 42,000 | |||
Warrants issued in connection with convertible debt and related increase in debt discount | $ 253,000 |
Organization and Business
Organization and Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Silo Pharma, Inc. (formerly Uppercut Brands, 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 had amended its articles of incorporation with the State of Delaware to change the Company’s name to Uppercut Brands, Inc. On September 24, 2020, the Company amended its articles of incorporation with the State of Delaware to change the Company’s name to Silo Pharma, Inc. On April 8, 2020, the Company incorporated a new wholly owned subsidiary, Silo Pharma Inc., in the State of Florida. The Company has also secured the domain name www.silopharma.com. In July 2020, through the Company’s newly formed subsidiary, the Company entered into a commercial evaluation license and option agreement with a university (see Note 9). Recently, management has been exploring opportunities to expand the Company’s business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. The new subsidiary had no operations during the nine months ended September 30, 2020. | 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"). At March 31, 2017, the Company determined that it failed the RIC diversification test since one of the Company's investments accounted for approximately 78% of the Company's total assets. The Company did not cure its failure to retain its status as a RIC and the Company will not seek to obtain RIC status again. Accordingly, the Company is subject to income taxes at corporate tax rates. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 $2,247,703 and $620,673 for the nine months ended September 30, 2020. Additionally, the Company had an accumulated deficit of $4,972,507 at September 30, 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 additional 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. Between April 9, 2020 to April 18, 2020, the Company received gross proceeds of $75,644 and subscription receivable of $2,000 (collected in July 2020) or $0.01 per share from the sale of an aggregate of 7,764,366 shares of the Company’s common stock. Additionally, on April 28, 2020, the Company received gross proceeds of $2,399,500, before deducting placement agent and other offering expenses of $361,410, from the sale of an aggregate of 29,993,750 shares of the Company’s common stock at a price of approximately $0.08 per share (see Note 7). 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 nine months ended September 30, 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 and slow moving 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 and in settlements. 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 September 30, 2020, the Company had cash in excess of FDIC limits of approximately $1,396,000 and at December 31, 2019, the Company had no cash in excess of FDIC limits. 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. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets of $310,984 and $16,333 at September 30, 2020 and December 31, 2019, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, business advisory, legal services, and insurance which are being amortized over the terms of their respective agreements. 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. The Company recorded an inventory write-down of its raw material of $19,879 during the nine months ended September 30, 2020 and was included in cost of sales as reflected in the accompanying unaudited condensed statements of operations. No allowance was required at September 30, 2020 and December 31, 2019. Additionally, the Company shall make an analysis of its inventory for any slow-moving inventory. Accordingly, the Company shall reclass sellable inventories that may not be sold within one year to non-current assets (see Note 3). 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 September 30, 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. Cost of Sales The primary components of cost of sales include the cost of the product, production costs, warehouse storage costs and shipping fees. 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 September 30, 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 six months ended September 30, 2020 and 2019: September 30, September 30, Series A convertible preferred stock - 2,000,000 Stock options 300,000 300,000 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. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation Effective September 29, 2018, following authorization by its shareholders, the Company withdrew its previous election to be regulated as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act. Prior to such time, the Company was a closed-end, non-diversified management investment company that had elected to be treated as a BDC under the 1940 Act. The Company discontinued applying the guidance in FASB Accounting Standards Codification (ASC) Topic 946 - Financial Services – Investment Company and shall account for the change in its status prospectively by accounting for its equity investments in accordance with ASC Topics 320 - Investments—Debt and Equity Securities as of the date of the change in status. Additionally, the presentation of the financial statements will be that of a commercial company rather than that of an investment company. In accordance with ASC 946, the Company is making this change to it financial reporting prospectively, and not restating periods prior to the Company's change in status to a non-investment company effective September 29, 2018. Accordingly, in this report, the Company refers to both accounting in accordance with U.S. generally accepted accounting principles (GAAP) applicable to corporations (Corporation Accounting), which applies commencing September 29, 2018 and to that applicable to investment companies under the 1940 Act (Investment Company Accounting) which applies to prior periods. However, pursuant to ASC 205 – Presentation of Financial Statements, Section 205-10-50-1, "Changes Affecting Comparability", certain amounts in the 2018 financial statements have been reclassified to conform to the 2019 presentation. These reclassifications primarily effect the presentation of revenues and expenses in the statements of operations. The schedules of investments are not presented for the year ended December 31, 2018. The Company determined that there is no cumulative effect of the change from Investment Company Accounting to Corporation Accounting on periods prior to those presented and that there is no effect on the Company's financial position or results of operations as a result of this change. In order to maintain its status as a non-investment company, the Company will now operate so as to fall outside the definition of an "Investment Company" or within an applicable exception. The Company expects to continue to operate outside the definition of an "Investment Company" as a company primarily engaged in the business of developing and selling apparel products. 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 $1,013,294 and $794,324 for the year ended December 31, 2019. Additionally, the Company had an accumulated deficit and a stockholders' deficit of $2,655,804 and $22,892 at December 31, 2019, 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 years ended December 31, 2019 and 2018 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. 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. During 2019 and 2018, the Company had cash balances exceeding the FDIC and SIPC insurance limit on interest bearing accounts. 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 December 31, 2019 and 2018, the Company had approximately $0 and $86,700 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 2019 and 2018. 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 for 2019 and 2018. Securities Transactions Securities transactions are recorded on a trade date basis. Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Commissions and other costs associated with transactions involving securities, including legal costs, are included in the cost basis of purchases and deducted from the proceeds of sales. 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. Equity Investments, at Fair Value Through September 29, 2018, on a quarterly basis, the Board of Directors of the Company (the "Board"), in good faith, determined the fair value of equity investments, at fair value in the following manner: Equity securities which are listed on a recognized stock exchange were valued at the adjusted closing trade price on the last trading day of the valuation period. For equity securities that carry a restriction inherent to the security, a restriction discount was applied, as appropriate. Investments in warrants were valued at fair value using the Black-Scholes option pricing model. Investments in securities, which were convertible at a date in the future, were valued assuming a full conversion into common shares and valued based on the methodology for equity securities described above, or at the respective investment's face value, whichever is a better indicator of fair value. Investments in unlisted securities were valued using a market approach net of the appropriate discount for lack of marketability. Investments without a readily determined market value were primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company took into account in fair value pricing the Company's investments included, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. Because there was not a readily available market value for some of the investments in its portfolio, the Company valued certain of its portfolio investments at fair value as determined in good faith by the Board, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments fluctuated from period to period. Additionally, the fair value of the Company's investments differed significantly from the values that would have been used had a readily available market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it. Subsequent to September 29, 2018, pursuant to ASC 320 – Investments – Debt and Equity Securities, the Company categorizes its equity investments, fair value as an available for sale security since there is an active market in such equity investments. Available for sale securities are carried at fair value with unrealized gains or losses included in income (expense). Realized gains and losses are determined on a specific identification basis and are included in other income (expense). The Company reviews equity investments for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. Intangible Assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful lives. Intangible assets consisted of a brand ambassador agreement which were being amortized over a period of one year and trademarks which were recorded at cost and have an indefinite useful life and were not amortized. For the year ended December 31, 2018, the Company recorded an impairment loss of $87,745 related to the impairment of the brand ambassador agreement. For the year ended December 31, 2019, the Company recorded an impairment loss of $29,440 related to the impairment of trademarks. Management determined that there was a significant adverse change in the extent or manner in which these long-lived assets were being used. 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 Effective January 1, 2017, the Company adopted Accounting Standards Update No. 2016-09 ("ASU 2016-09 "), Improvements to Employee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 on January 1, 2019 and there was no cumulative effect of adoption. Upon exercise of the stock options by the holder using the exercise methods delineated in the option contract, the Company issues new shares from its unissued authorized shares. 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 December 31, 2019 and 2018 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 years ended December 31, 2019 and 2018: December 31, December 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 - 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. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 3 – ACQUISITION On September 29, 2018 (the "Closing Date"), 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 which consisted of three trademarks related to the NFID brand, the NFID website, shoe designs and samples, and the assumption of a one-year Brand Ambassador Agreement in exchange for 2,000,000 shares of common capital stock of the Company. NFID is a recently developed unisex apparel brand. The Company plans on continuing product development to fully launch the product. The Company's acquisition of the NFID assets gives the Company access to the growing market for unisex products. As a result of the APA, the Company has elected to no longer be deemed a "Business Development Company" as defined by the Investment Company Act of 1940, as amended from time to time (the "Act"). The withdrawal was generally approved by the shareholders of the Company on April 11, 2017, as evidenced on the Definitive Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 filed on June 5, 2017. The Board, under authority granted by the shareholders, approved the withdrawal on September 27, 2018. On September 28, 2018, the Company filed Form N-54C, officially withdrawing its election to be subject to sections 55 through 65 of the Act. Pursuant to ASU 2017-01 and ASC 805, the Company analyzed the ASA to determine if the Company acquired a business or acquired assets. Based on this analysis, it was determined that the Company acquired assets. Pursuant to the terms of the APA, the Company issued 2,000,000 shares of common capital stock of the Company in exchange for 100% of the NFID assets. The shares were valued at $152,235, or $0.08 per share, the fair value of the Company's common stock based on the fair value of assets acquired. No goodwill should be recorded since the APA was accounted for as an asset purchase. The relative fair value of the assets acquired were based on management's estimates of the fair values on September 29, 2018. Based upon the purchase price allocation, the following table summarizes the estimated relative fair value of the assets acquired at the date of acquisition: Prepaid expenses $ 17,500 Intangible assets 134,735 Total assets acquired at fair value 152,235 Total purchase consideration $ 152,235 The Company valued the three trademarks acquired at their historical cost of $29,440 which approximates fair market value. The Company valued the Brand Ambassador Agreement at $105,295 using the estimated fair value of required social media posts by the artist/singer Max Schneider, known as Max ("MAX"). MAX is considered a social media influencer with over 600,000 Instagram followers and over 1.5 million YouTube subscribers. Pursuant to the Brand Ambassador Agreement, the Company was to incur a minimum cash payment of $35,000 related to a minimum royalty payment of which $17,500 was paid prior to the Closing Date. The remaining $17,500 was due on January 27, 2019 and was not paid due to cancellation of the agreement. At December 31, 2018, based on management's impairment analysis, the Company recorded an impairment loss of $99,412 due to the write off the remaining unamortized carrying value of its intangible asset of $87,745 and the remaining prepaid expense of $11,667 related to the brand ambassador agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments And Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 4 – 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, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses, and insurance finance loan approximate their fair market value based on the short-term maturity of these instruments. Equity investments, at fair value The Company accounted for certain equity investments at fair value using level 1, level 2 and level 3 valuations. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2019 and 2018: At December 31, 2019 At December 31, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Equity investments, at fair value $ — — — $ 215,528 — — 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. At December 31, 2018, equity investments, at fair value consisted of common equity securities of one entity. Equity investments, at fair value are treated as available for sale securities and are carried at fair value with unrealized gains or losses included in income (expense). Realized gains and losses are determined on a specific identification basis and are included in other income (expense). The Company reviews equity investments, at fair value for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The following are the Company's equity investments, at fair value owned by levels within the fair value hierarchy at December 31, 2018: Level 1 Level 2 Level 3 Total Common Stock $ 215,528 $ - $ - $ 215,528 Total Investments $ 215,528 $ - $ - $ 215,528 At December 31, 2019 and 2018, equity investments, at fair value consisted of the following components: December 31, 2019 December 31, 2018 Equity investments, at original cost $ - $ 45,336 Gross unrealized appreciation - 170,192 Equity investments, at fair market value $ - $ 215,528 The following additional disclosures relate to the changes in fair value of the Company's Level 3 investments during the years ended December 31, 2019 and 2018: Years Ended 2019 2018 Balance at beginning of year $ - $ 464,466 Net change in unrealized depreciation on investments - (414,730 ) Net transfers out of Level 3 - (49,736 ) Balance at end of year $ - $ - Equity investments, at cost At December 31, 2019 and 2018, equity investments, at cost of $9,394 and $12,766, 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. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 3 – INVENTORY At September 30, 2020 and December 31, 2019, inventory, including jackets, t-shirts, sweatshirts, hats and fabric, consisted of the following: September 30, December 31, (Unaudited) Raw materials $ 23,705 $ 41,231 Finished goods 124,386 115,135 Total 148,091 156,366 Less: inventory – current (30,744 ) - Inventory – non-current $ 117,347 $ - During the nine months ended September 30, 2020, the Company made an analysis of its inventory and determined that certain sellable inventories may not be sold within one year. Accordingly, the Company reclass such slow moving inventory to non-current assets. | NOTE 5 – INVENTORY At December 31, 2019 and 2018, inventory, including leather footwear finished goods, fabric, jackets. t-shirts and hats and fabric, consisted of the following: December 31, December 31, Raw materials $ 41,231 $ - Finished goods 115,135 26,973 Inventory $ 156,366 $ 26,973 |
Notes Receivable
Notes Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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. Between April 2020 and September 2020, the Company collected an aggregate of $20,000 on the notes receivable balance. During the three and nine months ended September 30, 2020, the Company recorded an allowance for doubtful account and bad debt expense of $90,000 due to slow collection of the installment payments pursuant to the agreement. At September 30, 2020 and December 31, 2019, notes receivable, net consisted of the following: September 30, December 31, (Unaudited) Principal amounts of notes receivable $ 230,000 $ 250,000 Less: allowance for doubtful accounts (140,000 ) (50,000 ) Notes receivable, net $ 90,000 $ 200,000 | NOTE 6 – 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 , 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, effective January 6, 2020, the Company entered into a settlement agreement with the Seller (see Note 12 – Subsequent Events). At December 31, 2019 and 2018, notes receivable, net consisted of the following: December 31, 2019 December 31, 2018 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 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS In connection with an APA (See Note 3), the Company valued the three trademarks acquired at their historical cost of $29,440 which approximated fair market value. The Company valued the Brand Ambassador Agreement at $105,295 using the estimated fair value of required social media posts by the artist/singer Max Schneider, known as Max ("MAX"). At December 31, 2018, based on management's impairment analysis, the Company wrote off the remaining unamortized carrying value of its intangible asset related to the brand ambassador agreement and recorded an impairment loss of $87,745. Management determined that there was a significant adverse change in the extent or manner in which this long-lived asset was being used. For the year ended December 31, 2019, the Company recorded an impairment loss of $29,440 related to the impairment of its trademarks. Management determined that there was a significant adverse change in the extent or manner in which its trademarks were being used. Trademarks were treated as indefinite long-lived assets and therefore were not amortized. At December 31, 2019 and 2018, intangible assets consisted of the following: Useful life December 31, December 31, Trademarks N/A $ - $ 29,440 For the years ended December 31, 2019 and 2018, amortization of intangible assets amounted to $0 and $17,550, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 were 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”) was 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 would 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 was 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 had the right of first refusal with respect to any future equity (or debt with an equity component) offering conducted by the Company until the 12-month anniversary of the Closing. The Purchase Agreements and the Notes also provided 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 would 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 were 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 included 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. On April 15, 2020, the Company entered into Exchange Agreements with the holders of these convertible promissory notes. 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. at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the nine months ended September 30, 2020. For the three and nine months ended September 30, 2020, interest expense related to convertible notes and warrants amounted to $268,125 and $185,625, which consisted of amortization of debt discount, respectively. There was no amortization of debt discount during the prior period. At September 30, 2020 and December 31, 2019, convertible notes payable consisted of the following: September 30, December 31, Principal amount $ - $ 330,000 Less: unamortized debt discount - (268,125 ) Convertible notes payable, net $ - $ 61,875 | NOTE 8 – 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, 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. During the year ended December 31, 2019, the fair value of the warrants was estimated using the Binomial valuation model with the following assumptions: 2019 Dividend rate — % Term (in years) 5.00 years Volatility 158.6 % Risk—free interest rate 1.48% to 1.66 % For the year ended December 31, 2019 and 2018, interest expense related to convertible notes and warrants amounted to $61,875 and $0, which consisted of amortization of debt discount. At December 31, 2019 and 2018, convertible notes payable consisted of the following: December 31, December 31, Principal amount $ 330,000 $ - Less: unamortized debt discount (268,125 ) - Convertible notes payable, net $ 61,875 $ - |
Note Payable
Note Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
NOTE PAYABLE | NOTE 6 - NOTE PAYABLE 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 and related accrued interest of $126 was repaid. At September 30, 2020, notes payable – related party amounted to $0. For the three and nine months ended September 30, 2020, interest expense related to this Note amounted to $0 and $126, respectively. 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 September 30, 2020. On April 30, 2020, the Company repaid this note payable – related party and all interest due. For the three and nine months ended September 30, 2020, interest expense related to this Note amounted to $0 and $99, respectively. Note payable- unrelated party Paycheck Protection Program Funding On April 30, 2020, the Company received federal funding in the amount of $18,900 through the Paycheck Protection Program (the “PPP”). PPP funds have certain restrictions on use of the funding proceeds, and generally must be repaid within two (2) years at 1% interest. The PPP loan may, under circumstances, be forgiven. There shall be no payment due by the Company during the nine months period beginning on the date of this note (“Deferral Period”). Commencing one month after the expiration of the Deferral Period, the Company shall pay the lender monthly payments of principal and interest, each in equal amount required to fully amortize by the maturity date. If a payment on this note is more than ten days late, the lender shall charge a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. As of September 30, 2020, the principal balance of this note amounted to $18,900 and accrued interest of $80. During the three and nine months ended September 30, 2020, the Company recognized $48 and $80 of interest expense, respectively. As of As of December 31, (Unaudited) Principal amount $ 18,900 $ - Less: current portion (7,258 ) - Note payable - long term portion $ 11,642 $ - Minimum principal payments under note payable to unrelated parties at September 30, 2020 are as follows: Year ended December 31, 2020 $ 2,001 Year ended December 31, 2021 12,653 Year ended December 31, 2022 4,246 Total principal payments $ 18,900 | NOTE 9 - NOTE PAYABLE – RELATED PARTY On September 16, 2019, the Company entered into a Promissory Note Agreement (the "Note") with the Company's chief executive officer in the amount of $25,000. The Note bearing at 6% per annum, was unsecured, and all principal and interest amounts outstanding was repaid in November 2019. For the year ended December 31, 2019 and 2018, interest expense related to this Note amounted to $189 and $0, respectively. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY (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 was 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 had a $100 liquidation value. The holders of Series A Preferred Stock were entitled to receive dividends on an as-converted basis if paid on Common Stock. The Series A Convertible Preferred Stock was redeemable at the option of the holder upon the occurrence of certain “triggering events.” In case of a triggering event, the holder had 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” were outside the control of the Company, the Preferred Stock was 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 as of December 31, 2019. 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. Conversion of Series A Preferred Stock into common shares On August 3, 2020, at the request of the investor, the Company converted 4,000 Series A Preferred Stock into 2,000,000 shares of common stock. After such conversion, the Company reclassed the $400,000 redemption value of the Series A preferred stock to additional paid in capital. Accordingly, there are no shares of Series A preferred stock issued and outstanding as of September 30, 2020. 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 were fixed monetary amounts at inception and accordingly, were not considered derivatives. 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. 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 at a price of $0.08 per share. After the exchanges, there are no shares of the Company’s Series B Convertible Preferred Stock outstanding. The Company issued 1,437,500 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 575,000 shares of common stock, an excess of 862,500 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, in connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69,000. Common stock Sale of common stock Between April 9, 2020 to April 18, 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 $75,644, and subscription receivable of $2,000 or $0.01 per share, for a total of $77,644. The Company collected the subscription receivable of $2,000 on July 6, 2020. 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 $242,950 and other offering expenses of $118,460 (the “Private Placement”) for total net proceeds of $2,038,090. 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. Common stock issued for future services On April 17, 2020, the Company entered into 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 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 which are being amortized over the term of the agreements. On April 17, 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 $277,508, or $0.08 per common share, based on contemporaneous common share sales which is being amortized over the term of the agreement. During the nine months ended September 30, 2020, the Company recognized stock-based consulting of $460,289 and prepaid expense of $226,806 to be amortized over the remaining service period. Common stock issued for 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. In connection with this employment agreement, the CEO was granted 7,630,949 shares of the Company’s common stock. These shares were valued at $610,476, or $0.08 per common share, based on contemporaneous common share sales. During the nine months ended September 30, 2020, the Company recognized stock-based compensation of $610,476. Common stock issued for conversion of Series A Preferred Stock On August 3, 2020, at the request of the investor, the Company converted 4,000 Series A Preferred Stock into 2,000,000 shares of common stock. After such conversion, the Company reclassed the $400,000 redemption value of the Series A preferred stock to additional paid in capital. Stock options Stock option activities for the nine months ended September 30, 2020 are summarized as follows: Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 Granted - - Forfeited - - Balance Outstanding, September 30, 2020 300,000 $ 0.0001 3.79 $ 104,970 Exercisable, September 30, 2020 300,000 $ 0.0001 4.79 $ 104,970 Warrants Warrant activities for the nine months ended September 30, 2020 are summarized as follows: Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 Granted - - Cancelled (2,225,000 ) 0.20 Balance Outstanding, September 30, 2020 - $ - - $ - Exercisable, September 30, 2020 - $ - - $ - On April 15, 2020, the Company entered into Exchange Agreements with the holders of convertible promissory notes (see Note 5). Pursuant to these Exchange Agreements, the noteholders 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 at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the nine months ended September 30, 2020. | NOTE 10 – STOCKHOLDERS' EQUITY (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. Common stock Common stock issued for asset acquisition On September 29, 2018 (the "Closing Date"), pursuant to an APA (See Note 3), the Company issued 2,000,000 shares of common stock of the Company. Common stock issued for cash On December 4, 2018, the Company issued 70,000 shares of its common stock for cash proceeds of $24,500, or $0.35 per share. Common stock redemption In December 2018, the Company executed 14 separate Return to Treasury Agreements, whereby certain shareholders holding an aggregate of 28,734,901 shares of common stock of the Company agreed to return a portion of their respective holdings to treasury in exchange for cash payments aggregating $2,872. As a result, the total issued and outstanding number of shares of common stock of the Company was reduced by 28,734,901. Common stock issued for services On January 22, 2019, the Company entered into a consulting agreement with a consultant in connection with the Company's marketing and branding of its NFID products. The agreement ended on December 31, 2019. For services rendered, the Company paid the consultant an initial payment of $25,000 and, beginning on April 1, 2019, the Company paid the consultant $5,000 per month through December 2019. Additionally, the Company issued 100,000 shares of common stock of the Company to the consultant on a quarterly basis in tranches of 25,000 shares per quarter, commencing on March 31, 2019, and continuing on to the last day of each subsequent quarter in the year 2019. These shares were valued on the January 22, 2019 grant date at $35,000, or $0.35 per common share, based on recent common share sales which shall be amortized over the vesting period. For the year ended December 31, 2019, the Company recorded stock-based professional fees of $35,000. Through December 31, 2019, the Company issued 100,000 shares of its common stock to the consultant. Stock options Pursuant to a six month employment agreement with the Company's chief executive officer (the "Executive") dated April 15, 2019 (the "Effective Date"), the Company agreed to grant to Executive an option (the "Option'') to purchase up to 200,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock of $0.0001 per share, of which 100,000 vested on April 15, 2019 and 100,000 vested on July 15, 2019. On October 15, 2019, the Company granted to this same Executive an option to purchase 100,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock of $0.0001 per share. Should the Company terminate this employment agreement, the right to purchase shares shall cease as of the date of termination. Pursuant to a six month employment agreement dated April 15, 2019 (the "Effective Date"), the Company agreed that an executive officer of the Company will be granted an option (the "Option'') to purchase up to 100,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock of $0.0001 per share, of which 50,000 vested on April 15, 2019 and 50,000 vested on July 15, 2019. Should the Company terminate this agreement, the right to purchase shares shall cease as of the date of termination. This employment was terminated in October 2019 and accordingly, the 100,000 stock options were forfeited. The options were valued at the grant date using a Black-Scholes option pricing model with the following assumptions; risk-free interest rate of 2.37%, expected dividend yield of 0%, expected option term of 5 years using the simplified method and expected volatility ranging from 74% to 158.6% based on comparable and calculated volatility. The aggregate grant date fair value of these awards amounted to $142,960 as of December 31, 2019. For the year ended December 31, 2019, the Company recorded $142,960 of compensation expense related these stock options. Total unrecognized compensation expense related to stock options at December 31, 2019 amounted to $0. The Company did not have any outstanding options during the year ended December 31, 2018. Stock option activities for the year ended December 31, 2019 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 400,000 0.0001 Forfeited (100,000 ) (0.0001 ) Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 Exercisable, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 Warrants In October 2019, in connection with the convertible notes Securities Purchase Agreements with accredited investors (see Note 8), the Company issued five-year warrants to purchase up to 1,650,000 shares of the Company's common stock at $0.20 per share. In connection with the sale of Series B preferred shares as discussed above, 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. Warrant activities for the year ended December 31, 2019 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 2,225,000 0.20 Forfeited - - Balance Outstanding, December 31, 2019 2,225,000 $ 0.20 4.8 $ 333,750 Exercisable, December 31, 2019 2,225,000 $ 0.20 4.8 $ 333,750 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES Through March 31, 2017, the Company elected to be treated as a RIC under Subchapter M of the Code and operated in a manner so as to qualify for the tax treatment applicable to RICs. Since March 31, 2017, the Company failed a diversification test since the Company’s investment in one stock accounted for over 25% of the Company’s total assets. This discrepancy was not caused by the acquisition of any security. The failure was not a result of willful neglect. As of December 31, 2017, the Company had not cured its failure to retain its status as a RIC and the Company does not intend to retain its RIC status. Accordingly, since 2017, the Company did not qualify as a RIC and is subject to income taxes at corporate tax rates. The loss of the Company’s status as a RIC did not have any impact on the Company’s financial position or results of operations. The Company evaluates tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of December 31, 2019 and 2018, the Company had not recorded a liability for any unrecognized tax positions. Taxable income (loss) generally differs from the change in net income (loss) for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as unrealized gains or losses are not included in taxable income (loss) until they are realized. Effective in 2017, the Company accounts for income taxes pursuant to ASC 740 “Accounting for Income Taxes” that requires the recognition of deferred tax assets and liabilities for the differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. Additionally, the accounting standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the net operating loss carry forwards for income tax purposes as compared to financial statement purposes, are dependent upon future taxable income and timing of reversals of future taxable differences along with any other positive and negative evidence during the periods in which those temporary differences become deductible or are utilized. The deferred tax assets at December 31, 2019 and 2018 consist of net operating and capital loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income and capital gains. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2019 and 2018 was as follows: Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (212,792 ) $ (203,587 ) Income tax benefit – state (65,864 ) (63,015 ) Permanent differences 103,132 76,637 True up 59,266 - Change in valuation allowance 116,258 189,965 Total provision for income tax $ - $ - The Company’s approximate net deferred tax asset as of December 31, 2019 and 2018 was as follows: December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 490,819 $ 291,614 Net capital loss carryforward 123,932 206,879 Total deferred tax asset before valuation allowance 614,751 498,493 Valuation allowance (614,751 ) (498,493 ) Net deferred tax asset $ - $ - At December 31, 2019, the Company had a net capital loss carryforward of approximately $450,663, which can be used to offset future capital gains for a period of four years. Due to the loss of its RIC status in 2017, any net tax operating losses generated as a RIC cannot be used to offset any future taxable income. As of December 31, 2019, the Company incurred an aggregate estimated net operating loss of approximately $1,785,000 for income taxes, respectively. These net operating loss carries forwards may be available to reduce future years’ taxable income. The 2017 carryforward will expire, if not utilized, through 2037. The 2019 and 2018 carryforwards shall be carried over indefinitely, subject to annual usage limits. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s continuing losses for income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss and capital loss carry forwards to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. |
Concentrations
Concentrations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 8 – CONCENTRATIONS Customer concentration For the nine months ended September 30, 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. | NOTE 12 – CONCENTRATIONS Customer concentration For the year ended December 31, 2019, one customer accounted for approximately 98.6% of total sales and consisted of the sales of its inventory of shoes. The Company does not expect any sales from this customer in the future and is no longer selling shoes. A reduction in future sales from this customer will have a material adverse effect on the Company's results of operations and financial condition. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES 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 the CEO 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 vested shares of the Company's common stock (see Note 7). 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. Commercial Evaluation License and Option Agreement with the University of Baltimore, Maryland Recently, management has been exploring opportunities to expand its business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers. Effective as of July 15, 2020, through the Company's subsidiary, Silo Pharma Inc. (see Note 1), the Company entered into a commercial evaluation license and option agreement with the University of Maryland, Baltimore ("UMD"), pursuant to which, UMD has granted the Company an exclusive, non-sublicenseable, non-transferable license to with respect to the exploration of the potential use of central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology. In addition, UMB granted the Company an exclusive, option to negotiate and obtain an exclusive, sublicenseable, royalty-bearing license to with respect to the subject technology. This agreement shall be effective on the effective date and shall expire six months from July 15, 2020 unless sooner terminated. Both parties may terminate this agreement within thirty days by giving a written notice. Pursuant to the agreement, the Company paid the initial fee of $10,000 to UMD in July 2020 which was recorded in professional fees during the three and nine months ended September 30, 2020 since the Company could not conclude that such costs would be recoverable for this early stage venture. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On January 6, 2020, the Company and the Seller entered into a Settlement Agreement related to notes receivable (See Note 6). 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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. | Basis of presentation and principles of consolidation Effective September 29, 2018, following authorization by its shareholders, the Company withdrew its previous election to be regulated as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act. Prior to such time, the Company was a closed-end, non-diversified management investment company that had elected to be treated as a BDC under the 1940 Act. The Company discontinued applying the guidance in FASB Accounting Standards Codification (ASC) Topic 946 - Financial Services – Investment Company and shall account for the change in its status prospectively by accounting for its equity investments in accordance with ASC Topics 320 - Investments—Debt and Equity Securities as of the date of the change in status. Additionally, the presentation of the financial statements will be that of a commercial company rather than that of an investment company. In accordance with ASC 946, the Company is making this change to it financial reporting prospectively, and not restating periods prior to the Company's change in status to a non-investment company effective September 29, 2018. Accordingly, in this report, the Company refers to both accounting in accordance with U.S. generally accepted accounting principles (GAAP) applicable to corporations (Corporation Accounting), which applies commencing September 29, 2018 and to that applicable to investment companies under the 1940 Act (Investment Company Accounting) which applies to prior periods. However, pursuant to ASC 205 – Presentation of Financial Statements, Section 205-10-50-1, "Changes Affecting Comparability", certain amounts in the 2018 financial statements have been reclassified to conform to the 2019 presentation. These reclassifications primarily effect the presentation of revenues and expenses in the statements of operations. The schedules of investments are not presented for the year ended December 31, 2018. The Company determined that there is no cumulative effect of the change from Investment Company Accounting to Corporation Accounting on periods prior to those presented and that there is no effect on the Company's financial position or results of operations as a result of this change. In order to maintain its status as a non-investment company, the Company will now operate so as to fall outside the definition of an "Investment Company" or within an applicable exception. The Company expects to continue to operate outside the definition of an "Investment Company" as a company primarily engaged in the business of developing and selling apparel products. |
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 $2,247,703 and $620,673 for the nine months ended September 30, 2020. Additionally, the Company had an accumulated deficit of $4,972,507 at September 30, 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 additional 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. Between April 9, 2020 to April 18, 2020, the Company received gross proceeds of $75,644 and subscription receivable of $2,000 (collected in July 2020) or $0.01 per share from the sale of an aggregate of 7,764,366 shares of the Company’s common stock. Additionally, on April 28, 2020, the Company received gross proceeds of $2,399,500, before deducting placement agent and other offering expenses of $361,410, from the sale of an aggregate of 29,993,750 shares of the Company’s common stock at a price of approximately $0.08 per share (see Note 7). 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. | 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 $1,013,294 and $794,324 for the year ended December 31, 2019. Additionally, the Company had an accumulated deficit and a stockholders' deficit of $2,655,804 and $22,892 at December 31, 2019, 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 nine months ended September 30, 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 and slow moving 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 and in settlements. | 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 years ended December 31, 2019 and 2018 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 September 30, 2020, the Company had cash in excess of FDIC limits of approximately $1,396,000 and at December 31, 2019, the Company had no cash in excess of FDIC limits. | 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. During 2019 and 2018, the Company had cash balances exceeding the FDIC and SIPC insurance limit on interest bearing accounts. 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 December 31, 2019 and 2018, the Company had approximately $0 and $86,700 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. | 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 2019 and 2018. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets of $310,984 and $16,333 at September 30, 2020 and December 31, 2019, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, business advisory, legal services, and insurance which are being amortized over the terms of their respective agreements. | |
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. The Company recorded an inventory write-down of its raw material of $19,879 during the nine months ended September 30, 2020 and was included in cost of sales as reflected in the accompanying unaudited condensed statements of operations. No allowance was required at September 30, 2020 and December 31, 2019. Additionally, the Company shall make an analysis of its inventory for any slow-moving inventory. Accordingly, the Company shall reclass sellable inventories that may not be sold within one year to non-current assets (see Note 3). | 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 for 2019 and 2018. |
Securities Transactions | Securities Transactions Securities transactions are recorded on a trade date basis. Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Commissions and other costs associated with transactions involving securities, including legal costs, are included in the cost basis of purchases and deducted from the proceeds of sales. | |
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 September 30, 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. | 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. |
Equity Investments, at Fair Value | Equity Investments, at Fair Value Through September 29, 2018, on a quarterly basis, the Board of Directors of the Company (the "Board"), in good faith, determined the fair value of equity investments, at fair value in the following manner: Equity securities which are listed on a recognized stock exchange were valued at the adjusted closing trade price on the last trading day of the valuation period. For equity securities that carry a restriction inherent to the security, a restriction discount was applied, as appropriate. Investments in warrants were valued at fair value using the Black-Scholes option pricing model. Investments in securities, which were convertible at a date in the future, were valued assuming a full conversion into common shares and valued based on the methodology for equity securities described above, or at the respective investment's face value, whichever is a better indicator of fair value. Investments in unlisted securities were valued using a market approach net of the appropriate discount for lack of marketability. Investments without a readily determined market value were primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company took into account in fair value pricing the Company's investments included, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. Because there was not a readily available market value for some of the investments in its portfolio, the Company valued certain of its portfolio investments at fair value as determined in good faith by the Board, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments fluctuated from period to period. Additionally, the fair value of the Company's investments differed significantly from the values that would have been used had a readily available market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it. Subsequent to September 29, 2018, pursuant to ASC 320 – Investments – Debt and Equity Securities, the Company categorizes its equity investments, fair value as an available for sale security since there is an active market in such equity investments. Available for sale securities are carried at fair value with unrealized gains or losses included in income (expense). Realized gains and losses are determined on a specific identification basis and are included in other income (expense). The Company reviews equity investments for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. | |
Intangible Assets | Intangible Assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful lives. Intangible assets consisted of a brand ambassador agreement which were being amortized over a period of one year and trademarks which were recorded at cost and have an indefinite useful life and were not amortized. For the year ended December 31, 2018, the Company recorded an impairment loss of $87,745 related to the impairment of the brand ambassador agreement. For the year ended December 31, 2019, the Company recorded an impairment loss of $29,440 related to the impairment of trademarks. Management determined that there was a significant adverse change in the extent or manner in which these long-lived assets were being used. | |
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. | 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. | 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. | 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. |
Cost of Sales | Cost of Sales The primary components of cost of sales include the cost of the product, production costs, warehouse storage costs and shipping fees. | |
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 | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation–Stock Compensation Effective January 1, 2017, the Company adopted Accounting Standards Update No. 2016-09 ("ASU 2016-09 "), Improvements to Employee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 on January 1, 2019 and there was no cumulative effect of adoption. Upon exercise of the stock options by the holder using the exercise methods delineated in the option contract, the Company issues new shares from its unissued authorized shares. |
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 September 30, 2020 and December 31, 2019 that would require either recognition or disclosure in the accompanying financial statements. | 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 December 31, 2019 and 2018 that would require either recognition or disclosure in the accompanying financial statements. |
Net Loss 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 six months ended September 30, 2020 and 2019: September 30, September 30, Series A convertible preferred stock - 2,000,000 Stock options 300,000 300,000 | 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 years ended December 31, 2019 and 2018: December 31, December 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. | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of anti-dilutive net loss per share | September 30, September 30, Series A convertible preferred stock - 2,000,000 Stock options 300,000 300,000 | December 31, December 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 - |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of estimated fair value of the assets acquired | Prepaid expenses $ 17,500 Intangible assets 134,735 Total assets acquired at fair value 152,235 Total purchase consideration $ 152,235 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of the fair value of assets and liabilities on recurring basis | At December 31, 2019 At December 31, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Equity investments, at fair value $ — — — $ 215,528 — — |
Schedule of equity investments at fair value owned by levels within the fair value hierarchy | Level 1 Level 2 Level 3 Total Common Stock $ 215,528 $ - $ - $ 215,528 Total Investments $ 215,528 $ - $ - $ 215,528 |
Schedule of equity investments at fair value | December 31, 2019 December 31, 2018 Equity investments, at original cost $ - $ 45,336 Gross unrealized appreciation - 170,192 Equity investments, at fair market value $ - $ 215,528 |
Schedule of changes in fair value of the Level 3 investments | Years Ended 2019 2018 Balance at beginning of year $ - $ 464,466 Net change in unrealized depreciation on investments - (414,730 ) Net transfers out of Level 3 - (49,736 ) Balance at end of year $ - $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory, including leather footwear finished goods, fabric, and t-shirts. | September 30, December 31, (Unaudited) Raw materials $ 23,705 $ 41,231 Finished goods 124,386 115,135 Total 148,091 156,366 Less: inventory – current (30,744 ) - Inventory – non-current $ 117,347 $ - | December 31, December 31, Raw materials $ 41,231 $ - Finished goods 115,135 26,973 Inventory $ 156,366 $ 26,973 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Schedule of notes receivable | September 30, December 31, (Unaudited) Principal amounts of notes receivable $ 230,000 $ 250,000 Less: allowance for doubtful accounts (140,000 ) (50,000 ) Notes receivable, net $ 90,000 $ 200,000 | December 31, 2019 December 31, 2018 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful life December 31, December 31, Trademarks N/A $ - $ 29,440 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable [Abstract] | ||
Schedule of fair value of the warrants was estimated using the Binomial valuation model | 2019 Dividend rate — % Term (in years) 5.00 years Volatility 158.6 % Risk—free interest rate 1.48% to 1.66 % | |
Schedule of convertible notes payable | September 30, December 31, Principal amount $ - $ 330,000 Less: unamortized debt discount - (268,125 ) Convertible notes payable, net $ - $ 61,875 | December 31, December 31, Principal amount $ 330,000 $ - Less: unamortized debt discount (268,125 ) - Convertible notes payable, net $ 61,875 $ - |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of interest expense | As of As of December 31, (Unaudited) Principal amount $ 18,900 $ - Less: current portion (7,258 ) - Note payable - long term portion $ 11,642 $ - |
Schedule of minimum principal payments under note payable | Year ended December 31, 2020 $ 2,001 Year ended December 31, 2021 12,653 Year ended December 31, 2022 4,246 Total principal payments $ 18,900 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of stock options activities | Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 Granted - - Forfeited - - Balance Outstanding, September 30, 2020 300,000 $ 0.0001 3.79 $ 104,970 Exercisable, September 30, 2020 300,000 $ 0.0001 4.79 $ 104,970 | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 400,000 0.0001 Forfeited (100,000 ) (0.0001 ) Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 Exercisable, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 |
Schedule of warrant activities | Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 Granted - - Cancelled (2,225,000 ) 0.20 Balance Outstanding, September 30, 2020 - $ - - $ - Exercisable, September 30, 2020 - $ - - $ - | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 2,225,000 0.20 Forfeited - - Balance Outstanding, December 31, 2019 2,225,000 $ 0.20 4.8 $ 333,750 Exercisable, December 31, 2019 2,225,000 $ 0.20 4.8 $ 333,750 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and provision for income taxes | Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (212,792 ) $ (203,587 ) Income tax benefit – state (65,864 ) (63,015 ) Permanent differences 103,132 76,637 True up 59,266 - Change in valuation allowance 116,258 189,965 Total provision for income tax $ - $ - |
Schedule of net deferred tax asset | December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 490,819 $ 291,614 Net capital loss carryforward 123,932 206,879 Total deferred tax asset before valuation allowance 614,751 498,493 Valuation allowance (614,751 ) (498,493 ) Net deferred tax asset $ - $ - |
Organization and Business (Deta
Organization and Business (Details) | Sep. 29, 2018 | Mar. 31, 2017 |
Organization and Business (Textual) | ||
Investments total assets percentage | 78.00% | |
Percentage of acquisition | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants [Member] | ||||
Anti-dilutive net loss per share | 2,225,000 | |||
Stock options [Member] | ||||
Anti-dilutive net loss per share | 300,000 | 300,000 | 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 | 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 ($) | Apr. 28, 2020 | Apr. 18, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017 |
Summary of Significant Accounting Policies (Textual) | |||||||||||||
Federal deposit insurance corporation (''FDIC'') | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||
Securities investor protection corporation ("SIPC") | 250,000 | 250,000 | 250,000 | ||||||||||
Net loss | (633,795) | $ (265,481) | (2,247,703) | $ (631,215) | (1,013,294) | $ (969,463) | |||||||
Accumulated deficit | (4,972,507) | (4,972,507) | (2,655,804) | (1,642,510) | |||||||||
FDIC cash limits | 0 | 86,700 | |||||||||||
Cash used in operations | (620,673) | (501,520) | (794,324) | 272,637 | |||||||||
Stockholders’ deficit | 2,070,509 | $ (101,301) | 2,070,509 | (101,301) | (22,892) | 407,442 | $ 2,304,304 | $ (261,769) | $ 102,945 | $ 292,669 | $ 1,203,042 | ||
Equity investments cost | 9,394 | 9,394 | |||||||||||
Cash in excess of FDIC limits of approximately. | 1,396,000 | 1,396,000 | |||||||||||
Prepaid expenses and other current assets | $ 310,984 | 310,984 | 16,333 | ||||||||||
Subscription receivable | $ 2,000 | ||||||||||||
Gross proceeds of shares issued | $ 2,399,500 | $ 75,644 | |||||||||||
Number of shares issued | 29,993,750 | 7,764,366 | |||||||||||
Share price | $ 0.08 | $ 0.01 | |||||||||||
Placement agent and other offering expenses | $ 361,410 | ||||||||||||
Impairment loss | $ 19,879 | $ 29,440 | $ 87,745 |
Acquisition (Details)
Acquisition (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Prepaid expenses | $ 17,500 |
Intangible assets | 134,735 |
Total assets acquired at fair value | 152,235 |
Total purchase consideration | $ 152,235 |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Issued value of common capital stock | $ 152,235 | ||||
Trademarks acquired at their historical cost | $ 29,440 | ||||
Description of social media influencer | MAX is considered a social media influencer with over 600,000 Instagram followers and over 1.5 million YouTube subscribers. | ||||
Impairment loss | $ 29,440 | 99,412 | |||
Intangible asset | $ 19,879 | $ 29,440 | 87,745 | ||
Prepaid expense | $ 11,667 | ||||
Description of royalty | Pursuant to the Brand Ambassador Agreement, the Company was to incur a minimum cash payment of $35,000 related to a minimum royalty payment of which $17,500 was paid prior to the Closing Date. The remaining $17,500 was due on January 27, 2019 and was not paid due to cancellation of the agreement. | ||||
Fair value of intangible assets acquired | $ 134,735 | ||||
Asset Purchase Agreement [Member] | |||||
Issued value of common capital stock | $ 152,235 | ||||
Description of business acquisition | The Company completed the acquisition of 100% of the assets of “NFID” from the Seller which consisted of three trademarks related to the NFID brand, the NFID website, shoe designs and samples, and the assumption of a one-year Brand Ambassador Agreement in exchange for 2,000,000 shares of common capital stock of the Company. | ||||
Percentage of business acquisition | 100.00% | ||||
Business acquisition share price | $ 0.08 | ||||
Fair value of intangible assets acquired | $ 105,295 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity investments, at fair value | $ 464,466 | ||
Level 1 [Member] | |||
Equity investments, at fair value | 215,528 | ||
Level 2 [Member] | |||
Equity investments, at fair value | |||
Level 3 [Member] | |||
Equity investments, at fair value |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Fair Value Measurements (Details 1) | Dec. 31, 2018USD ($) |
Total Investments | $ 215,528 |
Level 1 [Member] | |
Total Investments | 215,528 |
Level 2 [Member] | |
Total Investments | |
Level 3 [Member] | |
Total Investments | |
Common Stock [Member] | |
Total Investments | 215,528 |
Common Stock [Member] | Level 1 [Member] | |
Total Investments | 215,528 |
Common Stock [Member] | Level 2 [Member] | |
Total Investments | |
Common Stock [Member] | Level 3 [Member] | |
Total Investments |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments and Fair Value Measurements (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Equity investments, at original cost | $ 45,336 | |
Gross unrealized appreciation | 170,192 | |
Equity investments, at fair market value | $ 215,528 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments and Fair Value Measurements (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of year | $ 464,466 | |
Net change in unrealized depreciation on investments | (414,730) | |
Net transfers out of Level 3 | (49,736) | |
Balance at end of year |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments and Fair Value Measurements (Details Textual) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments and Fair Value Measurements (Textual) | |||
Equity investments, at cost | $ 9,394 | $ 9,394 | $ 12,766 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 23,705 | $ 41,231 | |
Finished goods | 124,386 | 115,135 | 26,973 |
Inventory | 30,744 | 156,366 | $ 26,973 |
Less: inventory – current | (30,744) | ||
Inventory – non-current | $ 117,347 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | |||
Principal amounts of notes receivable | $ 230,000 | $ 250,000 | $ 250,000 |
Less: allowance for doubtful accounts | (140,000) | (50,000) | (50,000) |
Notes receivable, net | $ 90,000 | $ 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 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Note Receivable (Textual) | |||||||
Principal balance | $ 90,000 | $ 200,000 | |||||
Maturity date | Oct. 31, 2020 | ||||||
Note receivable related to promissory note | 250,000 | ||||||
Purchase Agreement [Member] | |||||||
Note Receivable (Textual) | |||||||
Allowance for doubtful account and bad debt | $ 90,000 | ||||||
Notes receivable and related interest receivable aggregate balances | 277,305 | ||||||
Notes receivable purchase price | $ 20,000 | $ 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% |
Intangible Assets (Details)
Intangible Assets (Details) - Trademarks [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets | $ 29,440 | |
Useful life | 0 years |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||
Impairment loss | $ 29,440 | $ 87,745 |
Amortization of intangible assets | 0 | $ 17,550 |
Brand Ambassador Agreement [Member] | ||
Intangible Assets (Textual) | ||
Historical cost | 105,295 | |
Trademarks [Member] | ||
Intangible Assets (Textual) | ||
Historical cost | $ 29,440 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Dividend rate | |
Term (in years) | 5 years |
Volatility | 158.60% |
Minimum [Member] | |
Risk—free interest rate | 1.48% |
Maximum [Member] | |
Risk—free interest rate | 1.66% |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable [Abstract] | |||
Principal amount | $ 330,000 | ||
Less: unamortized debt discount | (268,125) | ||
Convertible notes payable, net | $ 61,875 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Textual) - USD ($) | Apr. 15, 2020 | Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable (Textual) | ||||||
Warrants purchase to shares | 1,650,000 | 1,650,000 | ||||
Convertible Notes Payable,description | The Company entered into Exchange Agreements with the holders of these convertible promissory notes. 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. at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. | The Company would 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 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, 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 | $ 0.20 | $ 0.20 | |||
Additional expenses and deposit fees | $ 1,250 | $ 1,250 | $ 1,250 | |||
Warrnts of beneficial conversion feature | $ 253,000 | 253,000 | ||||
Notes due and payable | Oct. 31, 2020 | |||||
Loss on debt extinguishment | $ 198,000 | |||||
Amortization of debt discount | $ 268,125 | $ 185,625 | $ 61,875 | $ 0 | ||
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 | $ 0.20 | $ 0.20 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Principal amount | $ 18,900 | |
Less: current portion | (7,258) | |
Note payable - long term portion | $ 11,642 |
Note Payable (Details 1)
Note Payable (Details 1) | Sep. 30, 2020USD ($) |
Related Party Transactions [Abstract] | |
Year ended December 31, 2020 | $ 2,001 |
Year ended December 31, 2021 | 12,653 |
Year ended December 31, 2022 | 4,246 |
Total principal payments | $ 18,900 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 10, 2020 | Apr. 01, 2020 | Mar. 11, 2020 | Sep. 16, 2019 | |
Note Payable (Textual) | |||||||||||
Interest expense, related party | $ 375 | $ 224 | $ 375 | $ 189 | |||||||
Accrued interest | 80 | ||||||||||
Principal amount | $ 18,900 | 18,900 | |||||||||
Interest expense | 393 | $ 94 | 268,996 | $ 864 | $ 62,739 | ||||||
Paycheck Protection Program [Member] | |||||||||||
Note Payable (Textual) | |||||||||||
Interest-bearing unsecured | 5.00% | ||||||||||
Interest rate | 1.00% | ||||||||||
Note payable useful life | 2 years | ||||||||||
Principal amount | $ 18,900 | ||||||||||
Interest expense | 48 | 80 | |||||||||
Promissory Note Agreement [Member] | |||||||||||
Note Payable (Textual) | |||||||||||
Notes payable, related parties | 0 | 0 | |||||||||
Interest expense, related party | $ 0 | $ 126 | |||||||||
Accrued interest | $ 126 | ||||||||||
Promissory Note Agreement [Member] | Chief Executive Officer [Member] | |||||||||||
Note Payable (Textual) | |||||||||||
Notes payable, related parties | $ 20,000 | $ 15,000 | $ 25,000 | ||||||||
Interest-bearing unsecured | 6.00% | 6.00% | 6.00% | ||||||||
Interest expense, related party | $ 0 | $ 99 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants [Member] | ||
Number of Options | ||
Balance Outstanding December 31, 2018 | 2,225,000 | |
Granted | 2,225,000 | |
Forfeited | (2,225,000) | |
Balance Outstanding, December 31, 2019 | 2,225,000 | |
Exercisable, December 31, 2019 | 2,225,000 | |
Weighted Average Exercise Price | ||
Balance Outstanding December 31, 2018 | $ 0.20 | |
Granted | 0.20 | |
Forfeited | 0.20 | |
Balance Outstanding, December 31, 2019 | 0.20 | |
Exercisable, December 31, 2019 | $ 0.20 | |
Weighted Average Remaining Contractual Term (Years) | ||
Balance Outstanding, December 31, 2019 | 4 years 9 months 18 days | 4 years 9 months 18 days |
Exercisable, December 31, 2019 | 4 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Balance Outstanding, December 31, 2019 | $ 333,750 | |
Exercisable, December 31, 2019 | $ 333,750 | |
Stock Options [Member] | ||
Number of Options | ||
Balance Outstanding December 31, 2018 | 300,000 | |
Granted | 400,000 | |
Forfeited | (100,000) | |
Balance Outstanding, December 31, 2019 | 300,000 | 300,000 |
Exercisable, December 31, 2019 | 300,000 | 300,000 |
Weighted Average Exercise Price | ||
Balance Outstanding December 31, 2018 | $ 0.0001 | |
Granted | 0.0001 | |
Forfeited | (0.0001) | |
Balance Outstanding, December 31, 2019 | 0.0001 | 0.0001 |
Exercisable, December 31, 2019 | $ 0.0001 | $ 0.0001 |
Weighted Average Remaining Contractual Term (Years) | ||
Balance Outstanding, December 31, 2019 | 4 years 6 months | 4 years 6 months |
Exercisable, December 31, 2019 | 3 years 9 months 14 days | 4 years 6 months |
Aggregate Intrinsic Value | ||
Balance Outstanding, December 31, 2019 | $ 104,970 | $ 104,970 |
Exercisable, December 31, 2019 | $ 104,970 | $ 104,970 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details Textual) - USD ($) | Aug. 03, 2020 | Apr. 18, 2020 | Apr. 17, 2020 | Apr. 15, 2020 | Nov. 29, 2019 | Oct. 15, 2019 | Apr. 15, 2019 | Dec. 04, 2018 | Apr. 28, 2020 | Nov. 30, 2019 | Jan. 22, 2019 | Apr. 30, 2013 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 06, 2020 | Jul. 15, 2019 | Sep. 29, 2018 |
Shareholders' Equity (Textual) | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock value | ||||||||||||||||||||
Common stock, shares issued | 70,000 | 85,141,956 | 85,141,956 | 23,604,207 | 23,417,450 | 2,000,000 | ||||||||||||||
Common stock, shares outstanding | 85,141,956 | 85,141,956 | 23,604,207 | 23,417,450 | ||||||||||||||||
Common stock, par value | $ 0.35 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Percentage of beneficial ownership limitation | 9.99% | |||||||||||||||||||
Description of preferred stock conversion | The Company entered into Exchange Agreements with the holders of convertible promissory notes (see Note 5). Pursuant to these Exchange Agreements, the noteholders 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 at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. | |||||||||||||||||||
Proceeds from issuance of series B preferred stock | $ 110,000 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 24,500 | $ 2,115,733 | $ 24,500 | |||||||||||||||||
Prepaid expense of amortized | 226,806 | |||||||||||||||||||
Stock-based compensation | $ 610,476 | |||||||||||||||||||
Convertible promissory notes, description | The Company entered into Exchange Agreements with the holders of these convertible promissory notes. 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. at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. | The Company would 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 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, 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. | |||||||||||||||||
Purchase agreement, description | 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. | |||||||||||||||||||
Subscription amount, description | 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%. | |||||||||||||||||||
Amortization of prepaid stock-based expense | $ 460,289 | |||||||||||||||||||
Loss on debt extinguishment | 198,000 | |||||||||||||||||||
Prepaid expens | $ 226,806 | $ 226,806 | ||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Preferred stock, shares issued | 575,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Common stock, shares issued | 28,734,901 | |||||||||||||||||||
Common stock, shares outstanding | 28,734,901 | |||||||||||||||||||
Shares of its common stock | 28,734,901 | |||||||||||||||||||
Redemption of common stock | $ 2,872 | |||||||||||||||||||
Stock options [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||
Expected option term | 5 years | |||||||||||||||||||
Aggregate grant date fair value of awards | $ 142,960 | |||||||||||||||||||
Total unrecognized compensation expense | $ 0 | |||||||||||||||||||
Shares of its common stock | 100,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Expected volatility | 74.00% | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Expected volatility | 158.60% | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
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% | |||||||||||||||||||
Description of preferred stock conversion | The Series A Convertible Preferred Stock was redeemable at the option of the holder upon the occurrence of certain “triggering events.” In case of a triggering event, the holder had 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. | 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. | ||||||||||||||||||
Convertible into shares of common stock | 500 | |||||||||||||||||||
Preferred stock, redemption per share | $ 0.20 | |||||||||||||||||||
Preferred stock stated value | $ 100 | |||||||||||||||||||
Description of preferred stock outstanding | 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. | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Preferred stock, par value | $ 1,000 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | 115,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||||||||
Preferred stock, shares issued | 115 | 115 | 115 | 115 | 0 | |||||||||||||||
Preferred stock value | ||||||||||||||||||||
Warrants to purchase of common stock | 575,000 | |||||||||||||||||||
Common stock, shares issued | 575,000 | |||||||||||||||||||
Preferred stock, redemption per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||
Preferred stock stated value | $ 100 | $ 100 | $ 1,000 | |||||||||||||||||
Incorporation state country name | State of Delaware | |||||||||||||||||||
Conversion price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||
Proceeds from issuance of series B preferred stock | $ 110,000 | $ 110,000 | ||||||||||||||||||
Net of conversion fees | $ 5,000 | $ 5,000 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Convertible promissory notes, description | The Company converted 4,000 Series A Preferred Stock into 2,000,000 shares of common stock. After such conversion, the Company reclassed the $400,000 redemption value of the Series A preferred stock to additional paid in capital. | |||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Initial payment | $ 25,000 | |||||||||||||||||||
Common stock, description | Beginning on April 1, 2019, the Company paid the consultant $5,000 per month through December 2019. Additionally, the Company issued 100,000 shares of common stock of the Company to the consultant on a quarterly basis in tranches of 25,000 shares per quarter, commencing on March 31, 2019, and continuing on to the last day of each subsequent quarter in the year 2019. These shares were valued on the January 22, 2019 grant date at $35,000, or $0.35 per common share, based on recent common share sales which shall be amortized over the vesting period. | |||||||||||||||||||
Stock-based professional fees | $ 35,000 | |||||||||||||||||||
Common stock, par value | $ 0.08 | |||||||||||||||||||
Shares of its common stock | 3,468,841 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 277,508 | |||||||||||||||||||
Employment agreement [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Options to purchase common stock | $ 100,000 | $ 200,000 | ||||||||||||||||||
Common stock, par value | $ 0.08 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Number of options vested | 100,000 | 100,000 | ||||||||||||||||||
Common stock conversion, description | Pursuant to a six month employment agreement dated April 15, 2019 (the “Effective Date”), the Company agreed that an executive officer of the Company will be granted an option (the “Option’’) to purchase up to 100,000 shares of the Company’s common stock at an exercise price equal to par value of the Company’s common stock of $0.0001 per share, of which 50,000 vested on April 15, 2019 and 50,000 vested on July 15, 2019. Should the Company terminate this agreement, the right to purchase shares shall cease as of the date of termination. | |||||||||||||||||||
Shares of its common stock | 7,630,949 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 610,476 | |||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Common stock, par value | $ 0.08 | |||||||||||||||||||
Shares of its common stock | 7,764,366 | 29,993,750 | ||||||||||||||||||
Conversion price per share | $ 0.01 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 75,644 | $ 2,399,500 | ||||||||||||||||||
Total net proceeds | 2,038,090 | |||||||||||||||||||
Subscription receivable | 2,000 | $ 2,000 | ||||||||||||||||||
Total subscription receivable value | $ 77,644 | |||||||||||||||||||
Other offering expenses | 118,460 | |||||||||||||||||||
Placement agent fees | $ 242,950 | |||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Description of preferred stock conversion | 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. 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 at a price of $0.08 per share. After the exchanges, there are no shares of the Company’s Series B Convertible Preferred Stock outstanding. The Company issued 1,437,500 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 575,000 shares of common stock, an excess of 862,500 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, in connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69,000. | |||||||||||||||||||
Advisory Agreements [Member] | ||||||||||||||||||||
Shareholders' Equity (Textual) | ||||||||||||||||||||
Common stock, par value | $ 0.08 | |||||||||||||||||||
Shares of its common stock | 5,117,343 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 409,387 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate | $ (212,792) | $ (203,587) |
Income tax benefit – state | (65,864) | (63,015) |
Permanent differences | 103,132 | 76,637 |
True up | 59,266 | |
Change in valuation allowance | 116,258 | 189,965 |
Total provision for income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Asset: | ||
Net operating loss carryforward | $ 490,819 | $ 291,614 |
Net capital loss carryforward | 123,932 | 206,879 |
Total deferred tax asset before valuation allowance | 614,751 | 498,493 |
Valuation allowance | (614,751) | (498,493) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax (Textual) | |
Net capital loss carryforward | $ 450,663 |
Aggregate estimated net operating loss | $ 1,785,000 |
Valuation allowance on deferred tax asset benefit, description | Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss and capital loss carry forwards to reduce the asset to zero. |
Income tax expiration, description | The 2017 carryforward will expire, if not utilized, through 2037. The 2019 and 2018 carryforwards shall be carried over indefinitely, subject to annual usage limits. |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Concentrations (Textual) | ||
Percentage of total sales | 10.00% | 98.60% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 15, 2020 | Apr. 17, 2020 |
Commitments and Contingencies (Textual) | ||
Salary was increased | $ 120,000 | |
Common stock shares | 10,000 | 7,630,949 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jan. 06, 2020 | Sep. 30, 2020 |
Subsequent Events (Textual) | ||
Notes due and payable | Oct. 31, 2020 | |
Subsequent Event [Member] | Convertible Series B preferred stock [Member] | ||
Subsequent Events (Textual) | ||
Shares recevied | 10,420 |