Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 16, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | ADM ENDEAVORS, INC. | ||
Entity Central Index Key | 0001588014 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 128,020,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 31,199 | $ 45,589 |
Accounts receivable, net | 237,586 | 284,071 |
Inventory | 92,646 | 13,679 |
Other receivable | 19,226 | 11,333 |
Total current assets | 380,657 | 354,672 |
Fixed assets, net | 223,549 | 117,261 |
Goodwill | 688,778 | |
Total assets | 1,292,984 | 471,933 |
Current liabilities | ||
Convertible note payable, net of discounts | 89,544 | |
Note payable | 4,581 | |
Capital leases, current portion | 26,684 | 47,378 |
Accounts payable | 92,060 | 78,551 |
Accounts payable to related parties | 50,401 | 23,978 |
Accrued expenses | 492,117 | 100,787 |
Due to related party | 50,000 | |
Income tax payable | 33,500 | |
Derivative liabilities | 197,572 | |
Total current liabilities | 1,002,959 | 284,194 |
Non-current liabilities | ||
Capital leases, net of current portion | 26,684 | |
Note payable, net of current portion | 6,007 | |
Total non-current liabilities | 6,007 | 26,684 |
Total liabilities | 1,008,966 | 310,878 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of December 31, 2018 and 2017, respectively | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 128,020,000 and 0 shares issued, issuable, and outstanding at December 31, 2018 and 2017, respectively | 128,020 | |
Additional paid-in capital | 427,880 | 79,900 |
Accumulated deficit | (273,882) | 79,155 |
Total stockholders' deficit | 284,018 | 161,055 |
Total liabilities and stockholders' deficit | $ 1,292,987 | $ 471,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 128,020,000 | 0 |
Common stock, shares issuable | 128,020,000 | 0 |
Common stock, shares outstanding | 128,020,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue, net | $ 3,617,771 | $ 3,240,005 |
Cost of Goods Sold | 2,165,917 | 2,117,485 |
Gross Profit | 1,451,854 | 1,122,520 |
Operating expenses | ||
General and administrative | 1,486,029 | 754,181 |
Marketing and selling | 96,661 | 176,075 |
Total operating expenses | 1,582,690 | 930,256 |
Operating income (loss) | (130,836) | 192,264 |
Other income (expense) | ||
Change in fair value of embedded conversion feature | (116,203) | |
Interest expense | (105,998) | (6,103) |
Total other income (expense) | (222,201) | (6,103) |
Loss before tax provision | (353,037) | 186,161 |
Provision for income taxes | 33,500 | |
Net income (loss) | $ (353,037) | $ 152,661 |
Net loss per share - basic | ||
Net loss per share - diluted | $ 0.01 | |
Weighted average number of shares outstanding - basic | 96,102,685 | |
Weighted average number of shares outstanding - diluted | 96,102,685 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (353,037) | $ 152,661 |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 33,697 | 36,532 |
Amortization of debt discount | 64,387 | |
Bad debt expense | 26,767 | 10,358 |
Change in fair value of embedded conversion features | 116,203 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19,718 | (188,414) |
Inventory | (78,967) | 33,885 |
Prepaid expenses and other assets | (7,893) | (11,333) |
Accounts payable | (94,687) | 5,131 |
Accounts payable - related party | 26,423 | 23,978 |
Income taxes payable | (33,500) | 33,500 |
Accrued expenses | 391,330 | (66,603) |
Net cash provided by operating activities | 110,441 | 29,695 |
Cash flows used in investing activities | ||
Assets and liabilities acquired, net, in reverse acquisition | 8,411 | |
Purchase of assets | (139,570) | (15,330) |
Net cash used in investing activities | (131,159) | (15,330) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 57,395 | |
Repayments on notes payable | (30,373) | |
Repayments on capitalized leases | (20,694) | (50,450) |
Net cash provided by financing activities | 6,328 | (50,450) |
Net increase in cash | (14,390) | (36,085) |
Cash at beginning of period | 45,589 | 81,674 |
Cash at end of period | 31,199 | 45,589 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,103 | |
Cash paid for taxes | 33,500 | |
Non-cash investing and financing activities: | ||
Derivatives liability | $ 7,739 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock Issuable [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 2,000 | $ 79,900 | $ (73,506) | $ 8,394 | ||
Balance, shares at Dec. 31, 2016 | 2,000,000 | |||||
Issuance of common stock for services | ||||||
Issuance of common stock for services, shares | ||||||
Net income/loss | 152,661 | 152,661 | ||||
Balance at Dec. 31, 2017 | $ 2,000 | 79,900 | 79,155 | $ 161,055 | ||
Balance, shares at Dec. 31, 2017 | 2,000,000 | |||||
Issuance of common stock for services, shares | ||||||
Common stock issued in connection with reverse acquisition | $ 128,020 | 347,980 | $ 476,000 | |||
Common stock issued in connection with reverse acquisition, shares | 128,020,000 | |||||
Net income/loss | (353,037) | (353,037) | ||||
Balance at Dec. 31, 2018 | $ 2,000 | $ 128,020 | $ 427,880 | $ (273,882) | $ 284,018 | |
Balance, shares at Dec. 31, 2018 | 2,000,000 | 128,020,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly-owned subsidiary of the Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises on July 1, 2008. ADM provides installation services to grocery décor and design companies primarily in North Dakota. In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share. On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares represents 61% of voting shares, thus there is a change of voting control. The transaction was accounted for as a reverse acquisition, whereby the financial statements are those of JRP’s and include ADM from the date of the transaction. JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiaries, AMD Enterprises and Just Right Products, Inc., at December 31, 2018. All significant intercompany balances and transactions have been eliminated. Going Concern The accompanying unaudited financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of $353,037 and had cash provided by operating activities of $110,441 for the year ended December 31, 2018. As of December 31, 2018, the Company had a working capital deficit of $622,302. The Company’s negative working capital, loss from operations, and its need for additional financing in order to fund its projected loss in 2019 raise substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts 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 the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, the reverse acquisition and deferred tax valuations. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2018 and 2017, the Company had no cash equivalents. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach. On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The Company has enhanced its disclosures of revenue to comply with the new guidance. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, “Revenue Recognition.” We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our guest. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales. We provide consulting services which were minimal for the years ended December 31, 2018 and 2017, respectively. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at December 31, 2018 or 2017. The Company had bad debt expense of $26,767 and $10,358 for the year ended December 31, 2018 and 2017, respectively. Inventory Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has no reserve as of December 31, 2018 and 2017, respectively. One vendor accounted for approximately 27% and 36% of inventory purchases in fiscal year ended December 31, 2018 and 2017, respectively. This same vendor made up 23% and 64% of our accounts payable as of December 31, 2018 and 2017, respectively. Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes Merton option pricing model. Changes in fair value are recorded in the statements of operations. Fair value of financial instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at December 31, 2018 or 2017. Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Classification Estimated Useful Lives Equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 to 7 years Websites 3 years Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. Impairment of long-lived assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets at December 31, 2018 and 2017. Net Income (Loss) per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017: For the Year Ended December 31, 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ (353,037 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Basic earnings (loss) per common share $ (0.00 ) $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ (353,037 ) $ 152,661 Add convertible debt interest 39,966 - Net income (loss) available to common shareholders $ (313,071 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Preferred shares 20,000,000 20,000,000 Convertible debt 1,632,185 - Adjusted weighted average common shares outstanding 117,734,870 20,000,000 Diluted earnings (loss) per common share $ (0.00 ) $ 0.01 Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2018 and 2017. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended December 31, 2018 and 2017. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of December 31, 2018 and 2017. Effect of Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect the ASU to have a material effect on the Company’s results of operations, and the ASU will have no effect on cash flows. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 3 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of April 16, 2019, there were no pending or threatened lawsuits. Operating Lease Commitment The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a lease that will expire on June 1, 2020. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company. Additionally, the Company has approximately 6,000 square feet of space in Arlington, Texas which serves as an academic showroom, pursuant to a lease that will expire on June 1, 2020. Future minimum lease payments under these leases are as follows: Related Non-related 2019 $ 78,000 $ 69,096 2020 39,000 28,790 Total $ 117,000 $ 97,886 The ADM office totals approximately 550 square feet in area and is provided by the CEO at no cost to the Company. The space is suitable for our current administrative needs, although we anticipate that we will require additional space in order to support the planned expansion of our workforce in sales, marketing and administration. Rent expense for the operating leases for the years ended December 31, 2018 and 2017 was $173,084 and $160,890, respectively. Included in rent expense was $78,000 and $78,000 for the years ended December 31, 2108 and 2017, respectively, to M & M Real Estate, Inc. (“M & M”). M & M is owned by the majority shareholder, director and officer of the Company. Capital Leases The Company leases equipment under leases classified as capital leases. The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments and of December 31, 2018. The interest rates related to the lease obligations are minimal, and the leases mature through November 2019. Future minimum lease payments under these capital leases are as follows: Non-related 2019 $ 26,684 Total 26,684 Less amount representing interest - Present value of minimum lease payments $ 26,684 Franchise Agreement The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with a right to renew for an additional 5 years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use of systems and manuals. During the years ended December 31, 2018 and 2017, the Company paid $57,446 and $62,030 for the franchise agreement. Uniform Supply Agreement The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31, 2019. During the years ended December 31, 2018 and 2017, the Company paid $22,440 and $29,286 for the uniform supply agreement. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 4 – FIXED ASSETS Fixed assets, stated at cost, less accumulated depreciation at December 31, 2018 and 2017 consisted of the following: December 31, 2018 December 31, 2017 Equipment $ 353,539 $ 244,649 Furniture and equipment 25,819 15,330 Autos and trucks 65,680 - Less: accumulated depreciation (221,489 ) (142,718 ) Property and equipment, net $ 223,549 $ 117,261 Depreciation expense Depreciation expense for the years ended December 31, 2018 and 2017 was $33,697 and $36,532, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 5 – NOTE PAYABLE As of December 31, 2018, and 2017, the Company has a note payable balance of $10,588 and $0, respectively. On April 1, 2018, the Company assumed a note payable in connection with the reverse acquisition. The loan is for $34,628 including finance charges and is secured by a vehicle. The Company will make 84 payments of $412 during the term of the loan. The loan term ends on March 10, 2021. The current portion of the loan is $4,581. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 6 – CONVERTIBLE NOTE PAYABLE On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The funding was in tranches whereby the Company assumed the first tranche of $48,697. The Company received the remaining tranches totaling $57,395 during the year ended December 31, 2018. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The Company recorded interest expense of $39,966 during the year ended December 31, 2018. The note balance was $106,092, less a discount of $16,548 or $89,544 as of December 31, 2018. Derivative liabilities The conversion features embedded in the convertible notes were evaluated to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. In the convertible notes with variable conversion terms, the conversion feature was accounted for as a derivative liability. The derivatives associated with the term convertible notes wert recognized as a discount to the debt instrument and the discount is amortized over the expected life of the notes with any excess of the derivative value over the note payable value recognized as additional interest expense at the issuance date. Amortization of the debt discount totaled $64,387 and $- during the years ended December 31, 2018 and 2017, respectively. The derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt, with a risk free rate of 2.45% and volatility of 100% as of December 31, 2018. Included in Derivative Income in the accompanying consolidated statements of operations is expense arising from the change in fair value of the derivatives of $116,203 during the year ended December 31, 2018. The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES The Company had total accrued expenses of $492,117 and $100,787 as of December 31, 2018 and December 31, 2017. See breakdown below of accrued expenses as follows: December 31, 2018 December 31, 2017 Credit cards payable $ 197,153 $ 86,892 Accrued stock compensation 131,250 - Accrued officer salary 85,000 - Accrued interest 43,745 - Other accrued expenses 34,969 13,895 $ 492,117 $ 100,787 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS The majority shareholder and director and officer of the Company has receivables due from him of $0 and $11,333 as of December 31, 2018 and 2017, respectively. The majority shareholder, director and officer is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment is currently $6,500. The Company incurred rent expense of $78,000 and $78,000, respectively, to M & M for the years ended December 31, 2018 and 2017, respectively. The Company has accounts payable to M&M of $50,401 and $23,978 as of December 31, 2018 and 2017, respectively. The accounts payable is related to products the Company purchased from M&M during the year ended December 31, 2018 and 2017, respectively. The Company purchased approximately $223,000 and $100,000, respectively. M&M marks up these purchases 10%. The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. As of December 31, 2018 the Company owes Ardell Mees, CEO $50,000 from expenses assumed in connection with the reverse acquisition. Employment and Consulting Agreements In April 2018, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $60,000. The amount payable to Mr. Mees at December 31, 2018 and 2017 was $42,500 and $0 respectively. In April 2018, the Company executed a two-year employment agreement with Marc Johnson, the Company’s Chief Operating Officer. As compensation for services, Mr. Johnson is to receive an annual base salary of $60,000. The amount payable to Mr. Johnson at December 31, 2018 and 2017 was $42,500 and $0 respectively. On May 1, 2018, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on a monthly basis to an officers family member. As of December 31, 2018, the Company has not issued any common shares and accrued $131,250 as consulting expense. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock with $0.001 par values per share. There were 128,020,000 and 0 outstanding shares of common stock at December 31, 2018 and December 31, 2017, respectively. There were 2,000,000 outstanding shares of preferred stock as of December 31, 2018 and December 31, 2017, repectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stock holders. Common shares issued and to be issued On May 1, 2018, the Company entered into a consulting agreement for 1 year and agreed to issue 2,250,000 common shares vesting on a monthly basis. As of December 31, 2018, the Company has not issued any common shares and accrued $131,250 as consulting expense. |
Concentration of Customer
Concentration of Customer | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customer | NOTE 10 – CONCENTRATION OF CUSTOMER For the years ended December 31, 2018 and 2017, one customer made up 15% and 14% of revenues, respectively. No customers accounted for more than 10% of accounts receivable as of December 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2018 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs;” and repeal of the federal Alternative Minimum Tax (“AMT”). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company’s deferred tax assets and liabilities was offset by a change in the valuation allowance. At December 31, 2018 and 2017 respectively, the Company had net operating loss carryforwards for income tax purposes of $150,000 and $0 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2018 through 2038. Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization. The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation for the year ended December 31, 2018 and 2017: 2018 2017 Tax benefit computed at U.S. Statutory rate $ (75,000 ) $ 78,000 Increase (decrease) in taxes resulting from: Utilization of net operating loss - (44,500 ) Change in valuation allowance 75,000 - Total $ - $ 33,500 The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended December 31, 2018 and 2017: 2018 2017 Deferred tax assets Net operating loss carryforward $ 75,000 $ - Accrued compensation - - Total deferred tax assets 75,000 - Less valuation allowance (75,000 ) - Net deferred tax asset $ - $ - A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31, 2018 and 2017: 2018 2017 Federal statutory taxes (21 )% (34 )% Utilization of net operating loss - % 19 % Change in valuation allowance 21 % - % — % (15 )% Because of the Company’s lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction, and other required state jurisdictions. The Company’s periodic tax returns filed in 2012 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Reverse Acquisition | NOTE 12 – REVERSE ACQUISITION On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. The acquisition of 100% of JRP from its sole shareholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares represents 61% of voting shares, thus there is a change of voting control and the transaction will be accounted for as a reverse acquisition. The purchase price was estimated to be $476,000 based on a valuation of the equity interest of JRP which was transferred to the owners of ADM in the reverse acquisition (39% of JRP). The purchase price was allocated to the fair value of the assets and liabilities acquired including goodwill of $688,778. The following summarizes the allocation of the fair values assigned to assets and liabilities assumed: Amount Cash $ 8,411 Non-current assets 4,905 Goodwill 688,778 Current liabilities (226,094 ) Total purchase price $ 476,000 Pro-Forma Financial Information The following unaudited pro-forma data provides the balance sheet as of December 31, 2017 and summarizes the result of the operations for the years ended December 31, 2017 and 2016 as if the acquisition of Just Right Products, Inc. (“Just Right Products”) had been completed on January 1, 2016. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2016. December 31, 2017 ADM Just Right Pro-forma Endeavors Products (a) Adjustments Combined ASSETS Current assets Cash $ 9,356 $ 45,589 $ - $ 54,945 Accounts receivable, net - 284,071 - 284,071 Inventory - 13,679 - 13,679 Other receivable - 11,333 - 11,333 Total current assets 9,356 354,672 - 364,028 Fixed assets, net 7,180 117,261 - 124,441 Goodwill - - 936,760 936,760 Total assets $ 16,536 $ 471,933 $ 936,760 $ 1,425,229 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Note payable $ 4,606 $ - $ - $ 4,606 Capital leases, current portion - 47,378 - 47,378 Accounts payable 112,689 78,551 - 191,240 Accounts payable to related parties - 23,978 - 23,978 Accrued expenses 90,015 100,787 - 190,802 Due to related party 137,885 - - 137,885 Income tax payable - 33,500 - 33,500 Total current liabilities 345,195 284,194 - 629,389 Non-current liabilities Capital leases, net of current portion - 26,684 - 26,684 Note payable, net of current portion 10,328 - - 10,328 Total non-current liabilities 10,328 26,684 - 37,012 Total liabilities 355,523 310,878 - 666,401 Stockholders’ equity (deficit) Preferred stock - - 2,000 2,000 Common stock 129,316 5,100 (5,100 ) 129,316 Additional paid-in capital 15,464,309 76,800 (14,992,752 ) 548,357 Retained earnings (accumulated deficit) (15,932,612 ) 79,155 15,932,612 79,155 Total stockholders’ equity (deficit) (338,987 ) 161,055 936,760 758,828 Total liabilities and stockholders’ equity (deficit) $ 16,536 $ 471,933 $ 936,760 $ 1,425,229 For the Year Ended December 31, 2017 ADM Just Right Products (a) Pro-forma Adjustments Combined Revenue, net $ 159,836 $ 3,240,005 $ - $ 3,399,841 Operating expenses 835,169 3,047,741 - 3,882,910 Income (loss) from operations (675,333 ) 192,264 - (483,069 ) Other income (expense) (12,832 ) (6,103 ) - (18,935 ) Income before income taxes (688,165 ) 186,161 - (502,004 ) Net income (loss) $ (688,165 ) $ 152,661 $ - $ (535,504 ) Net income (loss) per common share - basic and diluted $ (0.01 ) $ (0.00 ) Weighted average number of common shares outstanding during the period - basic and diluted 128,272,703 128,272,703 For the Year Ended December 31, 2016 Just Right Pro-forma ADM Products (a) Adjustments Combined Revenue, net $ 189,406 $ 2,821,942 $ - $ 3,011,348 Operating expenses 954,201 2,790,245 - 3,744,446 Income (loss) from operations (764,795 ) 31,697 - (733,098 ) Other income (expense) (7,151 ) (772 ) - (7,923 ) Income before income taxes (771,946 ) 30,925 - (741,021 ) Net income (loss) $ (771,946 ) $ 30,925 $ - $ (741,021 ) Net income (loss) per common share - basic and diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and diluted 125,908,651 125,908,651 (a) Reflects 2017 and 2016 results of operations prior to the acquisition date. Just Right Products was acquired on April 1, 2018. Both entities are using their respective audited financials for the periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiaries, AMD Enterprises and Just Right Products, Inc., at December 31, 2018. All significant intercompany balances and transactions have been eliminated. |
Going Concern | Going Concern The accompanying unaudited financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of $353,037 and had cash provided by operating activities of $110,441 for the year ended December 31, 2018. As of December 31, 2018, the Company had a working capital deficit of $622,302. The Company’s negative working capital, loss from operations, and its need for additional financing in order to fund its projected loss in 2019 raise substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts 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 the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, the reverse acquisition and deferred tax valuations. |
Stock-based Compensation | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2018 and 2017, the Company had no cash equivalents. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach. On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The Company has enhanced its disclosures of revenue to comply with the new guidance. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, “Revenue Recognition.” We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our guest. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales. We provide consulting services which were minimal for the years ended December 31, 2018 and 2017, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at December 31, 2018 or 2017. The Company had bad debt expense of $26,767 and $10,358 for the year ended December 31, 2018 and 2017, respectively. |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has no reserve as of December 31, 2018 and 2017, respectively. One vendor accounted for approximately 27% and 36% of inventory purchases in fiscal year ended December 31, 2018 and 2017, respectively. This same vendor made up 23% and 64% of our accounts payable as of December 31, 2018 and 2017, respectively. |
Derivative Instruments | Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes Merton option pricing model. Changes in fair value are recorded in the statements of operations. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at December 31, 2018 or 2017. |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Classification Estimated Useful Lives Equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 to 7 years Websites 3 years |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets at December 31, 2018 and 2017. |
Net Income (Loss) Per Share | Net Income (Loss) per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017: For the Year Ended December 31, 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ (353,037 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Basic earnings (loss) per common share $ (0.00 ) $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ (353,037 ) $ 152,661 Add convertible debt interest 39,966 - Net income (loss) available to common shareholders $ (313,071 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Preferred shares 20,000,000 20,000,000 Convertible debt 1,632,185 - Adjusted weighted average common shares outstanding 117,734,870 20,000,000 Diluted earnings (loss) per common share $ (0.00 ) $ 0.01 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2018 and 2017. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended December 31, 2018 and 2017. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of December 31, 2018 and 2017. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect the ASU to have a material effect on the Company’s results of operations, and the ASU will have no effect on cash flows. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Classification Estimated Useful Lives Equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 to 7 years Websites 3 years |
Schedule of Basic and Diluted Earnings Per Common Share | The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017: For the Year Ended December 31, 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ (353,037 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Basic earnings (loss) per common share $ (0.00 ) $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ (353,037 ) $ 152,661 Add convertible debt interest 39,966 - Net income (loss) available to common shareholders $ (313,071 ) $ 152,661 Denominator: Weighted average common shares outstanding 96,102,685 - Preferred shares 20,000,000 20,000,000 Convertible debt 1,632,185 - Adjusted weighted average common shares outstanding 117,734,870 20,000,000 Diluted earnings (loss) per common share $ (0.00 ) $ 0.01 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these leases are as follows: Related Non-related 2019 $ 78,000 $ 69,096 2020 39,000 28,790 Total $ 117,000 $ 97,886 |
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under these capital leases are as follows: Non-related 2019 $ 26,684 Total 26,684 Less amount representing interest - Present value of minimum lease payments $ 26,684 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets, stated at cost, less accumulated depreciation at December 31, 2018 and 2017 consisted of the following: December 31, 2018 December 31, 2017 Equipment $ 353,539 $ 244,649 Furniture and equipment 25,819 15,330 Autos and trucks 65,680 - Less: accumulated depreciation (221,489 ) (142,718 ) Property and equipment, net $ 223,549 $ 117,261 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The Company had total accrued expenses of $492,117 and $100,787 as of December 31, 2018 and December 31, 2017. See breakdown below of accrued expenses as follows: December 31, 2018 December 31, 2017 Credit cards payable $ 197,153 $ 86,892 Accrued stock compensation 131,250 - Accrued officer salary 85,000 - Accrued interest 43,745 - Other accrued expenses 34,969 13,895 $ 492,117 $ 100,787 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provisions | The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation for the year ended December 31, 2018 and 2017: 2018 2017 Tax benefit computed at U.S. Statutory rate $ (75,000 ) $ 78,000 Increase (decrease) in taxes resulting from: Utilization of net operating loss - (44,500 ) Change in valuation allowance 75,000 - Total $ - $ 33,500 |
Schedule of Deferred Tax Asset and Liabilities | The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended December 31, 2018 and 2017: 2018 2017 Deferred tax assets Net operating loss carryforward $ 75,000 $ - Accrued compensation - - Total deferred tax assets 75,000 - Less valuation allowance (75,000 ) - Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31, 2018 and 2017: 2018 2017 Federal statutory taxes (21 )% (34 )% Utilization of net operating loss - % 19 % Change in valuation allowance 21 % - % — % (15 )% |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Assets and Liabilities Assumed | The following summarizes the allocation of the fair values assigned to assets and liabilities assumed: Amount Cash $ 8,411 Non-current assets 4,905 Goodwill 688,778 Current liabilities (226,094 ) Total purchase price $ 476,000 |
Schedule of Pro-Forma Financial Information | The following unaudited pro-forma data provides the balance sheet as of December 31, 2017 and summarizes the result of the operations for the years ended December 31, 2017 and 2016 as if the acquisition of Just Right Products, Inc. (“Just Right Products”) had been completed on January 1, 2016. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2016. December 31, 2017 ADM Just Right Pro-forma Endeavors Products (a) Adjustments Combined ASSETS Current assets Cash $ 9,356 $ 45,589 $ - $ 54,945 Accounts receivable, net - 284,071 - 284,071 Inventory - 13,679 - 13,679 Other receivable - 11,333 - 11,333 Total current assets 9,356 354,672 - 364,028 Fixed assets, net 7,180 117,261 - 124,441 Goodwill - - 936,760 936,760 Total assets $ 16,536 $ 471,933 $ 936,760 $ 1,425,229 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Note payable $ 4,606 $ - $ - $ 4,606 Capital leases, current portion - 47,378 - 47,378 Accounts payable 112,689 78,551 - 191,240 Accounts payable to related parties - 23,978 - 23,978 Accrued expenses 90,015 100,787 - 190,802 Due to related party 137,885 - - 137,885 Income tax payable - 33,500 - 33,500 Total current liabilities 345,195 284,194 - 629,389 Non-current liabilities Capital leases, net of current portion - 26,684 - 26,684 Note payable, net of current portion 10,328 - - 10,328 Total non-current liabilities 10,328 26,684 - 37,012 Total liabilities 355,523 310,878 - 666,401 Stockholders’ equity (deficit) Preferred stock - - 2,000 2,000 Common stock 129,316 5,100 (5,100 ) 129,316 Additional paid-in capital 15,464,309 76,800 (14,992,752 ) 548,357 Retained earnings (accumulated deficit) (15,932,612 ) 79,155 15,932,612 79,155 Total stockholders’ equity (deficit) (338,987 ) 161,055 936,760 758,828 Total liabilities and stockholders’ equity (deficit) $ 16,536 $ 471,933 $ 936,760 $ 1,425,229 For the Year Ended December 31, 2017 ADM Just Right Products (a) Pro-forma Adjustments Combined Revenue, net $ 159,836 $ 3,240,005 $ - $ 3,399,841 Operating expenses 835,169 3,047,741 - 3,882,910 Income (loss) from operations (675,333 ) 192,264 - (483,069 ) Other income (expense) (12,832 ) (6,103 ) - (18,935 ) Income before income taxes (688,165 ) 186,161 - (502,004 ) Net income (loss) $ (688,165 ) $ 152,661 $ - $ (535,504 ) Net income (loss) per common share - basic and diluted $ (0.01 ) $ (0.00 ) Weighted average number of common shares outstanding during the period - basic and diluted 128,272,703 128,272,703 For the Year Ended December 31, 2016 Just Right Pro-forma ADM Products (a) Adjustments Combined Revenue, net $ 189,406 $ 2,821,942 $ - $ 3,011,348 Operating expenses 954,201 2,790,245 - 3,744,446 Income (loss) from operations (764,795 ) 31,697 - (733,098 ) Other income (expense) (7,151 ) (772 ) - (7,923 ) Income before income taxes (771,946 ) 30,925 - (741,021 ) Net income (loss) $ (771,946 ) $ 30,925 $ - $ (741,021 ) Net income (loss) per common share - basic and diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and diluted 125,908,651 125,908,651 (a) Reflects 2017 and 2016 results of operations prior to the acquisition date. Just Right Products was acquired on April 1, 2018. Both entities are using their respective audited financials for the periods. |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Apr. 19, 2018 | Jul. 01, 2008 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2013 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Business acquisition, percentage | 50.00% | ||||
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||||
Just Right Products, Inc. [Member] | |||||
Business acquisition, percentage | 100.00% | ||||
Acquisition percentage of voting shares | 61.00% | ||||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | |||||
Issuance of restricted shares | 2,000,000 | ||||
Preferred stock voting rights description | Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. | ||||
Acquisition percentage of voting shares | 39.00% | ||||
ADM Enterprises, Inc [Member] | |||||
Entity incorporation, date of incorporation | Jan. 4, 2001 | ||||
Just Right Products, Inc. [Member] | |||||
Entity incorporation, date of incorporation | Jan. 17, 2010 | ||||
Common Stock [Member] | |||||
Shares issued for assets acquired | 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)Integer | Dec. 31, 2017USD ($)Integer | |
Net income (loss) | $ (353,037) | $ 152,661 |
Cash provided by operating activities | 110,441 | 29,695 |
Working capital deficit | 622,302 | |
Cash equivalents | ||
Allowance for doubtful accounts receivable | ||
Bad debt expenses | 26,767 | 10,358 |
Inventory reserve | ||
Impairments of long-lived assets | ||
Income tax examination, description | On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. | |
Corporate tax rate | 21.00% | 34.00% |
Number of reporting segments | Integer | 1 | 1 |
Accounts Payable [Member] | ||
Concentration risk percentage | 23.00% | 64.00% |
One Vendor [Member] | ||
Concentration risk percentage | 27.00% | 36.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Equipment [Member] | Minimum [Member] | |
Fixed assets estimated useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Fixed assets estimated useful life | 7 years |
Leasehold Improvements [Member] | |
Estimated useful life of asset, description | Shorter of useful life or lease term |
Furniture and Fixtures [Member] | Minimum [Member] | |
Fixed assets estimated useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Fixed assets estimated useful life | 7 years |
Websites [Member] | |
Fixed assets estimated useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Numerator: Net earnings (loss) available to common shareholders | $ (353,037) | $ 152,661 |
Numerator: Add convertible debt interest | 39,966 | |
Numerator: Net income (loss) available to common shareholders | $ (313,071) | $ 152,661 |
Denominator: Weighted average common shares outstanding, Basic | 96,102,685 | |
Denominator: Basic earnings (loss) per common share | ||
Denominator: Weighted average common shares outstanding, Diluted | 96,102,685 | 20,000,000 |
Denominator: Preferred shares | 20,000,000 | 20,000,000 |
Denominator: Convertible debt | 1,632,185 | |
Denominator: Adjusted weighted average common shares outstanding, Diluted | 117,734,870 | 20,000,000 |
Denominator: Diluted earnings (loss) per common share | $ 0.01 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | |
Office area | ft² | 550 | |
Rent expense | $ 173,084 | $ 160,890 |
Franchise Agreement [Member] | ||
Lease expiration date | Feb. 29, 2024 | |
Lease renewal term | 5 years | |
Lease description | The Company is obligated to pay 5% of gross revenue for use of systems and manuals. | |
Amount paid under agreement | $ 57,446 | 62,030 |
Uniform Supply Agreement [Member] | ||
Lease description | The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31, 2019. | |
Amount paid under agreement | $ 22,440 | 29,286 |
M&M Real Estate, Inc [Member] | ||
Rent expense | $ 78,000 | $ 78,000 |
Haltom City [Member] | ||
Office area | ft² | 18,000 | |
Lease expiration date | Jun. 1, 2020 | |
Arlington [Member] | ||
Office area | ft² | 6,000 | |
Lease expiration date | Jun. 1, 2020 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2018USD ($) |
Related [Member] | |
2019 | $ 78,000 |
2020 | 39,000 |
Total | 117,000 |
Non-Related [Member] | |
2019 | 69,096 |
2020 | 28,790 |
Total | $ 97,886 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) - Non-Related [Member] | Dec. 31, 2018USD ($) |
2019 | $ 26,684 |
Total | 26,684 |
Less amount representing interest | |
Present value of minimum lease payments | $ 26,684 |
Fixes Assets (Details Narrative
Fixes Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 33,697 | $ 36,532 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Less: accumulated depreciation | $ (221,489) | $ (142,718) |
Property and equipment, net | 223,549 | 117,261 |
Equipment [Member] | ||
Property and Equipment, Gross | 353,539 | 244,649 |
Furniture and Equipment [Member] | ||
Property and Equipment, Gross | 25,819 | 15,330 |
Autos and Trucks [Member] | ||
Property and Equipment, Gross | $ 65,680 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Apr. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Note payable | $ 10,588 | $ 0 | |
Debt instrument, loan amount | $ 4,581 | ||
Debt instrument, monthly payment | $ 412 | ||
Debt instrument, maturity date | Mar. 10, 2021 | ||
Vehicle [Member] | |||
Debt instrument, loan amount | $ 34,628 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Apr. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt instrument, fee amount | $ 53,046 | ||
Interest expense debt | 39,966 | ||
Note balance | 106,092 | ||
Debt discount | 16,548 | ||
Convertible note payable, net of discounts | 89,544 | ||
Amortization of debt discount | 64,387 | ||
Change in fair value of derivative income | $ 116,203 | ||
Common stock lowest percentage | 35.00% | ||
Risk Free Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 2.45% | ||
Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 100.00% | ||
First Tranche [Member] | |||
Proceeds from convertible promissory note payable | $ 48,697 | $ 106,092 | |
Additional Tranche [Member] | |||
Proceeds from convertible promissory note payable | $ 57,395 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 492,117 | $ 100,787 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Credit cards payable | $ 197,153 | $ 86,892 |
Accrued stock compensation | 131,250 | |
Accrued officer salary | 85,000 | |
Accrued interest | 43,745 | |
Other accrued expenses | 34,969 | 13,895 |
Accrued expenses | $ 492,117 | $ 100,787 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 01, 2018 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Due from shareholder, director and officer | $ 0 | $ 11,333 | ||
Accounts payable | 92,060 | 78,551 | ||
Due to related party | $ 50,000 | |||
Number of shares issued for services, shares | ||||
Consulting expense | $ 131,250 | |||
Consulting Agreement [Member] | ||||
Term of agreement | 1 year | |||
Number of shares issued for services, shares | 2,250,000 | |||
Ardell D. Mees [Member] | ||||
Due to related party | 50,000 | |||
Ardell D. Mees [Member] | Employment Agreement [Member] | ||||
Due to related party | 42,500 | 0 | ||
Term of agreement | 2 years | |||
Annual base salary | $ 60,000 | |||
Marc Johnson [Member] | Employment Agreement [Member] | ||||
Due to related party | 42,500 | 0 | ||
Term of agreement | 2 years | |||
Annual base salary | $ 60,000 | |||
M&M Real Estate, Inc [Member] | ||||
Rent expense | 78,000 | 78,000 | ||
Accounts payable | 50,401 | 23,978 | ||
Purchases from related party | $ 223,000 | $ 100,000 | ||
Purchase percentage | 10.00% | |||
Haltom City [Member] | ||||
Monthly lease payment | $ 6,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2013 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 128,020,000 | 0 | ||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | ||
Preferred stock shares voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | |||
Number of preferred stock shares converted | 10 | |||
Stock issued for services, shares | ||||
Consulting expense | $ 131,250 | |||
Consulting Agreement [Member] | ||||
Term of agreement | 1 year | |||
Stock issued for services, shares | 2,250,000 |
Concentration of Customer (Deta
Concentration of Customer (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
One Customer [Member] | Revenues [Member] | ||
Concentration risk percentage | 15.00% | 14.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax description | On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. | |
Income tax corporate, percentage | 21.00% | 34.00% |
Limitation of deduction for operating losses percentage | 80.00% | |
Income tax reserve, percentage | 21.00% | |
Net operating loss carryforwards | $ 150,000 | $ 0 |
Net operating loss carryforwards description | expire at various times from 2018 through 2038 | |
Ownership percentage | 50.00% | |
Tax Cuts and Jobs Act [Member] | ||
Income tax description | The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provisions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at U.S. Statutory rate | $ (75,000) | $ 78,000 |
Increase (decrease) in taxes resulting from: Utilization of net operating loss | (44,500) | |
Increase (decrease) in taxes resulting from: Change in valuation allowance | 75,000 | |
Total | $ 33,500 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 75,000 | |
Accrued compensation | ||
Total deferred tax assets | 75,000 | |
Less valuation allowance | (75,000) | |
Net deferred tax asset |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory taxes | (21.00%) | (34.00%) |
Utilization of net operating loss | 0.00% | 19.00% |
Change in valuation allowance | 21.00% | 0.00% |
Total | 0.00% | (15.00%) |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - USD ($) | Apr. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business acquisition, percentage | 50.00% | ||
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||
Goodwill | $ 688,778 | ||
Just Right Products, Inc. [Member] | |||
Business acquisition, percentage | 100.00% | ||
Acquisition percentage of voting shares | 61.00% | ||
Fair value of the assets and liabilities acquired | $ 476,000 | ||
Goodwill | $ 688,778 | ||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | |||
Number of shares issued | 2,000,000 | ||
Preferred stock voting rights description | Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. | ||
Acquisition percentage of voting shares | 39.00% |
Reverse Acquisition - Summary o
Reverse Acquisition - Summary of Assets and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2018 | Apr. 19, 2018 | Dec. 31, 2017 |
Goodwill | $ 688,778 | ||
Just Right Products, Inc. [Member] | |||
Cash | $ 8,411 | ||
Non-current assets | 4,905 | ||
Goodwill | 688,778 | ||
Current liabilities | (226,094) | ||
Total purchase price | $ 476,000 |