Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 13, 2020 | Jun. 30, 2019 | |
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, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 138,020,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 275,422 | $ 22,914 |
Accounts receivable, net | 76,200 | 237,586 |
Inventory | 138,693 | 92,646 |
Other receivable | 1,816 | 19,226 |
Assets attributable to discontinued operations | 13,175 | 8,700 |
Total current assets | 505,305 | 381,072 |
Fixed assets and finance lease right of use assets, net | 217,373 | 223,134 |
Other asset | 28,328 | |
Goodwill | 688,778 | 688,778 |
Total assets | 1,439,784 | 1,292,984 |
Current liabilities | ||
Operating lease obligation, current portion | 28,328 | |
Finance lease liability, current portion | 26,684 | |
Accounts payable | 19,257 | 60,993 |
Accounts payable to related parties | 50,401 | |
Accrued expenses | 201,790 | 306,006 |
Liabilities attributable to discontinued operations | 107,556 | 277,766 |
Derivative liabilties | 197,464 | 197,572 |
Total current liabilities | 554,395 | 919,422 |
Non-current liabilities | ||
Convertible note payable, net of discounts | 106,092 | 89,544 |
Total non-current liabilities | 106,092 | 89,544 |
Total liabilities | 660,487 | 1,008,966 |
Commitments and contingencies (see Note 4) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 and 2,000,000 shares outstanding as of December 31, 2019 and 2018, respectively | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 136,270,000 and 128,020,000 shares issued, issuable, and outstanding at December 31, 2019 and 2018, respectively | 136,270 | 128,020 |
Additional paid-in capital | 539,629 | 427,880 |
Retained earnings | 101,398 | (273,882) |
Total stockholders' equity | 779,297 | 284,018 |
Total liabilities and stockholders' equity | $ 1,439,784 | $ 1,292,984 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 136,270,000 | 128,020,000 |
Common stock, shares issuable | 136,270,000 | 128,020,000 |
Common stock, shares outstanding | 136,270,000 | 128,020,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 3,821,106 | $ 3,558,483 |
Operating expenses | ||
Direct costs of revenue | 2,042,422 | 2,141,722 |
General and administrative | 1,357,256 | 1,327,790 |
Marketing and selling | 149,494 | 95,652 |
Total operating expenses | 3,549,172 | 3,565,164 |
Operating income (loss) | 271,934 | (6,681) |
Other income (expense) | ||
Change in fair value of embedded conversion feature | 108 | (116,203) |
Interest expense | (9,379) | (105,998) |
Total other income (expense) | (9,271) | (222,201) |
Income (loss) before tax provision | 262,663 | (228,882) |
Provision for income taxes | 31,000 | |
Net income (loss) from continuing operations | 231,663 | (228,882) |
Net income (loss) from discontinued operations | 143,617 | (124,155) |
Net income (loss) | $ 375,280 | $ (353,037) |
Net income (loss) per share for continuing operations - basic | $ 0 | $ 0 |
Net income (loss) per share for continuing operations - diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic | 134,607,671 | 96,102,685 |
Weighted average number of shares outstanding - diluted | 169,763,671 | 96,102,685 |
School Uniform Sales [Member] | ||
Total revenue | $ 1,144,429 | $ 1,111,069 |
Promotional Sales [Member] | ||
Total revenue | $ 2,676,677 | $ 2,447,414 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) from continuing operations | $ 375,280 | $ (353,037) |
Adjustments to reconcile net loss to net cash provided by continuing operations: | ||
Depreciation and amortization | 47,978 | 33,697 |
Amortization of discount | 16,548 | 64,387 |
Issuance of common stock for services | 119,999 | |
Bad debt expense | 7,994 | 26,767 |
Change in fair value of embedded conversion features | (108) | 116,203 |
Change in derivative liability | (108) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 153,392 | 19,718 |
Inventory | (46,047) | (78,967) |
Prepaid expenses and other assets | 17,410 | (7,893) |
Accounts payable | (70,549) | (94,687) |
Accounts payable to related party | (50,401) | 26,423 |
Accrued expenses | (253,492) | 391,330 |
Federal income tax payable | 12,825 | (33,500) |
Net cash provided by operating activities | 330,829 | 110,441 |
Cash flows used in investing activities | ||
Assets and liabilities acquired, net, in reverse acquisition | 8,411 | |
Purchase of assets | (42,217) | (139,570) |
Net cash used in investing activities | (42,217) | (131,159) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from notes payable | 57,395 | |
Repayments on notes payable | (4,947) | (30,373) |
Repayments on capitalized leases | (26,684) | (20,694) |
Net cash provided by (used in) financing activities | (31,631) | 6,328 |
Net increase (decrease) in cash | 256,981 | (14,390) |
Cash at beginning of period | 31,199 | 45,589 |
Cash at end of period | 288,180 | 31,199 |
Included in discontinued operations | (12,758) | (8,285) |
Adjusted cash and cash equivalents at end of period | 275,422 | 22,914 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 105 | |
Cash paid for taxes | 18,175 | |
Non-cash investing and financing activities: | ||
Derivative liability | $ 185,120 | $ 7,739 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 2,000 | $ 79,900 | $ 79,155 | $ 161,055 | |
Balance, shares at Dec. 31, 2017 | 2,000,000 | ||||
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) for continuing operations for the period | (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 | |||
Common stock issued for services | $ 8,250 | 111,749 | 119,999 | ||
Common stock issued for services, shares | 8,250,000 | ||||
Net income (loss) for continuing operations for the period | 375,280 | 375,280 | |||
Balance at Dec. 31, 2019 | $ 2,000 | $ 136,270 | $ 539,629 | $ 101,398 | $ 779,297 |
Balance, shares at Dec. 31, 2019 | 2,000,000 | 136,270,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
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. 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. On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company. The Company’s receivable collection has been affected negatively by COVID-19 as a significant portion of the Company’s sales are for school uniforms which, due to COVID-19 and the closing of schools nationwide, should have a negative impact on the Company’s financials. Additionally, delivery delays have been seen in the first quarter of 2020 due to slowed production in China due to COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 JRP, at December 31, 2019. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with U.S. 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, reverse acquisition, derivative liability 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, 2019 and 2018, the Company had no cash equivalents. Included in assets attributable to discontinued operations is $12,758 and $8,285 of cash as of December 31, 2019 and 2018, 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 an allowance at December 31, 2019 and 2018 of $0. The Company had bad debt expense of $7,994 and $26,767 for the years ended December 31, 2019 and 2018, 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 inventory of $138,693 and $92,646 as of December 31, 2019 and 2018, respectively. Three vendors accounted for approximately 74.6% of inventory purchases during the years ended December 31, 2019 and 2018, respectively. These same vendors made up 0% and 23% of our accounts payable as of December 31, 2019 and 2018, 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 consolidated statements of operations. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with U.S. GAAP. 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 U.S. 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, 2019 and 2018. Fixed Assets and Finance Lease Right of Use Assets Fixed assets and finance lease right of use 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 consolidated 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. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2018 or 2019 as a result of our qualitative assessments over our single reporting segment. 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, 2019 and 2018. 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, which is our only performance obligation. 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, 2019 and 2018, respectively and are included in discontinued operations Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers. 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, 2019 and 2018: For the Years ended December 31, 2019 2018 Basic earnings per common share Numerator: Net earnings (loss) available to common shareholders $ 375,280 $ (353,037 ) Denominator: Weighted average common shares outstanding 134,607,671 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 $ 375,280 $ (353,037 ) Add convertible debt interest 9,301 105,334 Net income (loss) available to common shareholders $ 384,581 $ (247,703 ) Denominator: Weighted average common shares outstanding 134,607,671 96,102,685 Preferred shares 20,000,000 20,000,000 Convertible debt 15,156,000 30,312,000 Adjusted weighted average common shares outstanding 169,763,671 146,414,685 Diluted earnings (loss) per common share $ 0.00 $ (0.00 ) 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 carryforwards 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, 2019 and 2018. 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, 2019 and 2018. 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, 2019 and 2018. Effect of Recent Accounting Pronouncements Accounting Standards Adopted During the Year Ended December 31, 2019 The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2018, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. The most significant impact from the adoption of the new standard was the recognition of operating lease right-of-use assets and operating lease liabilities. Adoption of the new standard resulted in the recording of additional lease assets and liabilities of $198,566 as of January 1, 2019. The standard did not materially impact the consolidated net income and had no impact on cash flows. Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying 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. As of December 31, 2018, the Company had certain conditions that raised substantial doubt about the Company’s ability to continue as a going concern. These conditions included a net loss of $353,000 and a working capital deficit of $622,302. During 2019, the Company had net income from continuing operations of $231,665, positive cash flow from operations of $330,000 and working capital of $242,757 (excludes the assets and liabilities from discontinued operations and the non-cash derivative liability). The assets and liabilities from discontinued operations will be assumed by Mr. Mees. While conditions have improved over 2018, the impact of the COVID 19 pandemic continues to raise substantial doubt about the Company’s 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 – 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 May 14, 2020, there were no pending or threatened lawsuits. 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, 2019 and 2018, the Company paid $57,780 and $57,446 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, 2021. During the years ended December 31, 2019 and 2018, the Company paid $16,618 and $22,440 for the uniform supply agreement, respectively. |
Fixed Assets and Finance Lease
Fixed Assets and Finance Lease Right of Use Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Finance Lease Right of Use Assets | NOTE 5 – FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation for continuing operations at December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 Equipment $ 368,868 $ 353,539 Furniture and fixtures - 25,819 Autos and trucks 72,898 65,680 Less: accumulated depreciation (224,393 ) (221,489 ) Property and equipment, net $ 217,373 $ 223,549 Depreciation expense for continuing operations for the years ended December 31, 2019 and 2018 was $47,978 and $33,697, respectively. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
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 $9,301 and $43,745 during the years ended December 31, 2019 and 2018, respectively. The original maturity of the note was March 5, 2019. At that time, the note was extended to March 5, 2020. Subsequent to March 5, 2020, the note was extended to March 5, 2021. 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 or 35% of an estimated fair value if not traded. The note balance was $106,092 and $89,544 as of December 31, 2019 and 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 were 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 $16,548 and $64,387 during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2018, 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%. 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. As of December 31, 2019, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt, with a risk-free rate of 1.51% and volatility of 100%. Included in Derivative Income in the accompanying consolidated statements of operations is expense arising from the change in fair value of the derivatives of $108 during the year ended December 31, 2019. |
Finance Leases
Finance Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Finance Leases | NOTE 7 – FINANCE LEASES On November 17, 2016, the Company obtained a finance lease for equipment. Payments are $2,667 per month for three years and the amount of the finance lease obligation was $26,684 at December 31, 2018. The lease was paid off in 2019. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 8 – ACCRUED EXPENSES The Company had total accrued expenses for continuing operations of $201,790 and $306,006 as of December 31, 2019 and 2018, respectively. See breakdown below of accrued expenses as follows: December 31, 2019 December 31, 2018 Credit cards payable $ 75,301 $ 102,925 Accrued stock compensation - 131,250 Accrued officer salary - - Accrued interest 53,046 43,745 Other accrued expenses 73,443 28,086 $ 201,790 $ 306,006 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS 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 lease expense of $71,500 and $67,000, respectively, to M & M for the years ended December 31, 2019 and 2018.. The Company incurred equipment rental expense to M&M of $7,750 and $11,000 for the years ended December 31, 2019 and 2018, respectively. The Company has accounts payable to M&M of $0 and $50,401 as of December 31, 2019 and 2018, respectively. The accounts payable is for unpaid lease obligations and products the Company purchased from M&M during the year ended December 31, 2019 and 2018, respectively. The Company purchased approximately $27,000 and $145,000, respectively. M&M marks up their sales to JRP by 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. The Company had expenses of approximately $86,000 and $69,000 related to Ardell Mees and family for the years ended December 31, 2019 and 2018, respectively. These expenses are considered compensation and are included in discontinued operations. As of December 31, 2018, the Company owed Ardell Mees, CEO, $50,000 from expenses assumed in connection with the reverse acquisition. An additional $5,200 was added during 2019. The total amount owed of $55,200 was forgiven effective December 31, 2019 and the gain from forgiveness is included in discontinued operations in 2019. 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. On December 31, 2019, Mr. Mees waived all balances due to him. The amount payable to Mr. Mees at December 31, 2019 and 2018 was $0 and $42,500, 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. On December 31, 2019, Mr. Johnson waived all balances due to him. The amount payable to Mr. Johnson at December 31, 2019 and 2018 was $0 and $42,500 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 officer’s family member. This agreement was renewed on May 1, 2019 for the same terms. On January 9, 2019, the Company issued 2,250,000 shares of common stock under these agreements. The Company incurred stock compensation expense of $54,375 and $131,250 for the years ended December 31, 2019 and 2018, respectively. 4,500,000 shares of common stock were issued in 2020 related to the current and prior agreements. On February 28, 2019, the Company entered into a consulting agreement for financial services and business development for a term of six months and issued 1,500,000 common shares earned on a monthly basis. On February 28, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $30,000 for the year ended December 31, 2019 See Note 15. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – 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 136,270,000 and 128,020,000 outstanding shares of common stock at December 31, 2019 and 2018, respectively. There were 2,000,000 outstanding shares of preferred stock as of December 31, 2019 and 2018, respectively. 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 stockholders. On January 9, 2019, 2,250,000 common shares valued at $90,000 were issued to a consultant. See Note 9. On February 29, 2019, 1,500,000 shares valued at $30,000 were issued to a consultant. See Note 9. |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | NOTE 11 – CUSTOMER CONCENTRATION For the year ended December 31, 2019, one customer made up approximately 20% and for the year ended December 31, 2018 one customer made up 15% of revenues, respectively. No customers accounted for more than 10% of accounts receivable as of December 31, 2019 or 2018. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Lease Liability
Lease Liability | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Liability | NOTE 13 – LEASE LIABILITY Finance Leases Finance leases are included in finance lease right-of-use lease assets and finance lease liability current and long-term debt on the consolidated balance sheets. The associated amortization expense and interest expense are included in depreciation and amortization and interest expense, respectively, on the consolidated income statements. Operating Leases The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a lease that was cancelled during 2019. Going forward, the facility will be leased on a month to month basis. . 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. Lease expense related to this facility was $71,500 and $67,000 for the years ended December 31, 2019 and 2018, respectively. 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. As of December 31, 2019, the operating lease right-of-use asset and operating lease liability was $28,328. Operating lease expense related to this lease during the years ended December 31, 2019 and 2018 was $67,506 and $67,844, respectively, was included as part of operating expenses. As of December 31, 2019, the remaining lease term for operating leases was .5 years. As of December 31, 2019, the discount rate for this operating lease was 6.5%. Operating lease future minimum payments together with their present values as of December 31, 2019 are summarized as follows: 2020 $ 28,790 Total lease payments 28,790 Less: interest (462 ) Present value of lease liabilities 28,328 Current-portion operating lease liability 28,328 Long-term portion operating lease liability $ - |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 14 – DISCONTINUED OPERATIONS On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company. The Disposed Company reported net income of $143,617 and a net loss of $124,155 for December 31, 2019 and 2018, respectively. Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations For the Years Ended December 31, (unaudited) 2019 2018 Revenue $ 89,591 $ 59,288 Direct costs of revenue 13,127 24,195 General and administrative 72,021 158,239 Marketing and selling 1,026 1,009 Income (loss) from operations 3,417 (124,155 ) Gain from forgiveness of debt 140,200 - Net income (loss) $ 143,617 $ (124,155 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 – INCOME TAXES The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2019 and 2018), as follows: December 31, 2019 December 31, 2018 Tax expense (benefit) at the statutory rate $ 85,000 $ (75,000 ) Permanent differences (32,000 ) 53,000 Change in valuation allowance (22,000 ) 22,000 Total $ 31,000 $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2019 and 2018 remains open to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018, are as follows: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforward $ - $ 22,000 Timing differences - - Total gross deferred tax assets - 22,000 Less: Deferred tax asset valuation allowance - (22,000 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of 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 the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2018 were fully offset by a 100% valuation allowance. The net operating loss carry forward was fully utilized in 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – 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. On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company. On January 9, 2020, Motasem Khanfur, the controller of the Company, was appointed as chief financial officer of the Company. As part of his compensation, Mr. Khanfur was awarded 500,000 shares of common stock. On January 9, 2020, Sarah Nelson was appointed as chief operating officer and director of the Company. As part of her compensation, Ms. Nelson was awarded 1,000,000 shares of common stock. On January 9, 2020, Andreana McKelvey resigned as director. She was awarded 250,000 shares of common stock of the Company. On January 24, 2020, 4,500,000 shares of common stock were issued which had previously been issuable. See Note 9. The worldwide outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could further prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. On April 5, 2020, the Company received a Small Business Administration (“SBA”) loan under the government’s assistance related to COVID-19. The SBA loan was for $169,495 with an interest rate of 0.98% and due in eight weeks. The SBA loan is to assist the Company in payroll during the COVID-19 period. The SBA loan is forgivable if the Company payroll during this time utilizes all of the monies provided. On April 29, 2020, the Company received the government assistance check of $10,000 through the Economic Injury Disaster Loan Program (EIDL) related to the COVID-19, a response by the government to assist companies during the pandemic. In April 2020, Marc Johnson advanced $40,000 to the Company. The advance has no formal terms and bears no interest. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 JRP, at December 31, 2019. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in accordance with U.S. 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, reverse acquisition, derivative liability 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, 2019 and 2018, the Company had no cash equivalents. Included in assets attributable to discontinued operations is $12,758 and $8,285 of cash as of December 31, 2019 and 2018, 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 an allowance at December 31, 2019 and 2018 of $0. The Company had bad debt expense of $7,994 and $26,767 for the years ended December 31, 2019 and 2018, 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 inventory of $138,693 and $92,646 as of December 31, 2019 and 2018, respectively. Three vendors accounted for approximately 74.6% of inventory purchases during the years ended December 31, 2019 and 2018, respectively. These same vendors made up 0% and 23% of our accounts payable as of December 31, 2019 and 2018, 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 consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with U.S. GAAP. 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 U.S. 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, 2019 and 2018. |
Fixed Assets and Finance Lease Right of Use Assets | Fixed Assets and Finance Lease Right of Use Assets Fixed assets and finance lease right of use 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 consolidated 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. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2018 or 2019 as a result of our qualitative assessments over our single reporting segment. 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, 2019 and 2018. |
Revenue Recognition | 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, which is our only performance obligation. 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, 2019 and 2018, respectively and are included in discontinued operations |
Cost of Sales | Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers. |
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, 2019 and 2018: For the Years ended December 31, 2019 2018 Basic earnings per common share Numerator: Net earnings (loss) available to common shareholders $ 375,280 $ (353,037 ) Denominator: Weighted average common shares outstanding 134,607,671 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 $ 375,280 $ (353,037 ) Add convertible debt interest 9,301 105,334 Net income (loss) available to common shareholders $ 384,581 $ (247,703 ) Denominator: Weighted average common shares outstanding 134,607,671 96,102,685 Preferred shares 20,000,000 20,000,000 Convertible debt 15,156,000 30,312,000 Adjusted weighted average common shares outstanding 169,763,671 146,414,685 Diluted earnings (loss) per common share $ 0.00 $ (0.00 ) |
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 carryforwards 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, 2019 and 2018. 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, 2019 and 2018. |
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, 2019 and 2018. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements Accounting Standards Adopted During the Year Ended December 31, 2019 The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2018, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. The most significant impact from the adoption of the new standard was the recognition of operating lease right-of-use assets and operating lease liabilities. Adoption of the new standard resulted in the recording of additional lease assets and liabilities of $198,566 as of January 1, 2019. The standard did not materially impact the consolidated net income and had no impact on cash flows. Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018: For the Years ended December 31, 2019 2018 Basic earnings per common share Numerator: Net earnings (loss) available to common shareholders $ 375,280 $ (353,037 ) Denominator: Weighted average common shares outstanding 134,607,671 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 $ 375,280 $ (353,037 ) Add convertible debt interest 9,301 105,334 Net income (loss) available to common shareholders $ 384,581 $ (247,703 ) Denominator: Weighted average common shares outstanding 134,607,671 96,102,685 Preferred shares 20,000,000 20,000,000 Convertible debt 15,156,000 30,312,000 Adjusted weighted average common shares outstanding 169,763,671 146,414,685 Diluted earnings (loss) per common share $ 0.00 $ (0.00 ) |
Fixed Assets and Finance Leas_2
Fixed Assets and Finance Lease Right of Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation for continuing operations at December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 Equipment $ 368,868 $ 353,539 Furniture and fixtures - 25,819 Autos and trucks 72,898 65,680 Less: accumulated depreciation (224,393 ) (221,489 ) Property and equipment, net $ 217,373 $ 223,549 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The Company had total accrued expenses for continuing operations of $201,790 and $306,006 as of December 31, 2019 and 2018, respectively. See breakdown below of accrued expenses as follows: December 31, 2019 December 31, 2018 Credit cards payable $ 75,301 $ 102,925 Accrued stock compensation - 131,250 Accrued officer salary - - Accrued interest 53,046 43,745 Other accrued expenses 73,443 28,086 $ 201,790 $ 306,006 |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Lease Liability (Tables)
Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments of Operating Lease | Operating lease future minimum payments together with their present values as of December 31, 2019 are summarized as follows: 2020 $ 28,790 Total lease payments 28,790 Less: interest (462 ) Present value of lease liabilities 28,328 Current-portion operating lease liability 28,328 Long-term portion operating lease liability $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Reconciliation of Items Constituting Profit and Loss from Discontinued Operations | The Disposed Company reported net income of $143,617 and a net loss of $124,155 for December 31, 2019 and 2018, respectively. Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations For the Years Ended December 31, (unaudited) 2019 2018 Revenue $ 89,591 $ 59,288 Direct costs of revenue 13,127 24,195 General and administrative 72,021 158,239 Marketing and selling 1,026 1,009 Income (loss) from operations 3,417 (124,155 ) Gain from forgiveness of debt 140,200 - Net income (loss) $ 143,617 $ (124,155 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provisions | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2019 and 2018), as follows: December 31, 2019 December 31, 2018 Tax expense (benefit) at the statutory rate $ 85,000 $ (75,000 ) Permanent differences (32,000 ) 53,000 Change in valuation allowance (22,000 ) 22,000 Total $ 31,000 $ - |
Schedule of Deferred Tax Asset and Liabilities | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018, are as follows: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforward $ - $ 22,000 Timing differences - - Total gross deferred tax assets - 22,000 Less: Deferred tax asset valuation allowance - (22,000 ) Total net deferred taxes $ - $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Apr. 19, 2018 | Jul. 01, 2008 | Dec. 31, 2019 | Dec. 31, 2018 | 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 | ||
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||||
Common Stock [Member] | |||||
Shares issued for assets acquired | 10,000,000 | 128,020,000 | |||
Just Right Products, Inc. [Member] | |||||
Entity incorporation, date of incorporation | Jan. 17, 2010 | ||||
Business acquisition, percentage | 100.00% | ||||
Acquisition percentage of voting shares | 61.00% | ||||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | |||||
Shares issued for assets acquired | 2,000,000 | ||||
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. | ||||
ADM Enterprises, Inc [Member] | |||||
Entity incorporation, date of incorporation | Jan. 4, 2001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($)Integer | Jan. 02, 2019USD ($) | |
Cash equivalents | |||
Assets attributable to discontinued operations | 12,758 | 8,285 | |
Allowance for doubtful accounts receivable | 0 | 0 | |
Bad debt expenses | 7,994 | 26,767 | |
Inventory | 138,693 | 92,646 | |
Assets or liabilities other than derivative liabilities measured at fair value | |||
Impairments of long-lived assets | |||
Uncertain tax positions | |||
Accrued interest or penalties | |||
Number of reporting segments | Integer | 1 | 1 | |
Operating lease, assets | $ 28,328 | ||
Operating lease, liabilities | $ 28,328 | ||
ASU 2016-02 [Member] | |||
Operating lease, assets | $ 198,566 | ||
Operating lease, liabilities | $ 198,566 | ||
Revenues [Member] | Three Vendor [Member] | |||
Concentration risk, percentage | 74.60% | 74.60% | |
Accounts Payable [Member] | Three Vendor [Member] | |||
Concentration risk, percentage | 0.00% | 23.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset, description | Shorter of useful life or lease term |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Websites [Member] | |
Property, Plant and Equipment [Line Items] | |
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, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Net income (loss) | $ 375,280 | $ (353,037) |
Numerator: Add convertible debt interest | 9,301 | 105,334 |
Numerator: Net income (loss) available to common shareholders | $ 384,581 | $ (247,703) |
Denominator: Weighted average common shares outstanding, Basic | 134,607,671 | 96,102,685 |
Denominator: Basic earnings (loss) per common share | $ 0 | $ 0 |
Denominator: Weighted average common shares outstanding, Diluted | 169,763,671 | 96,102,685 |
Denominator: Preferred shares | 20,000,000 | 20,000,000 |
Denominator: Convertible debt | 15,156,000 | 30,312,000 |
Denominator: Adjusted weighted average common shares outstanding | 169,763,671 | 146,414,685 |
Denominator: Diluted earnings (loss) per common share | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) | $ 375,280 | $ (353,037) |
Working capital deficit | 242,757 | 622,302 |
Net income from continuing operations | 231,663 | (228,882) |
Cash provided by operating activities | $ 330,829 | $ 110,441 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | $ 57,780 | $ 57,446 |
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, 2021. | |
Amount paid under agreement | $ 16,618 | $ 22,440 |
Fixed Assets and Finance Leas_3
Fixed Assets and Finance Lease Right of Use Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 47,978 | $ 33,697 |
Fixed Assets and Finance Leas_4
Fixed Assets and Finance Lease Right of Use Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (224,393) | $ (221,489) |
Property and equipment, net | 217,373 | 223,549 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 368,869 | 353,539 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 25,819 | |
Autos and Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 72,898 | $ 65,680 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) | Apr. 02, 2018USD ($) | Mar. 05, 2020 | Dec. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Proceeds from convertible promissory note payable | ||||
Debt instrument, fee amount | 53,046 | |||
Interest expense debt | $ 9,301 | 43,745 | ||
Debt instrument maturity date | Mar. 5, 2020 | |||
Common stock lowest percentage | 35.00% | |||
Threshold trading days | Integer | 10 | |||
Note balance | $ 106,092 | 89,544 | ||
Amortization of debt discount | 16,548 | 64,387 | ||
Change in fair value of derivative liability | $ 108 | $ (116,203) | ||
Risk Free Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded derivative liability, measurement input | 1.51 | 2.45 | ||
Volatility [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded derivative liability, measurement input | 100 | 100 | ||
Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Mar. 5, 2021 | |||
First Tranche [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from convertible promissory note payable | $ 48,697 | |||
Remaining Tranche [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from convertible promissory note payable | $ 57,395 |
Finance Leases - (Details Narra
Finance Leases - (Details Narrative) - USD ($) | Nov. 17, 2016 | Dec. 31, 2018 |
Leases [Abstract] | ||
Finance lease payment | $ 2,667 | |
Finance lease payment term | 3 years | |
Finance lease obligation reduced amount | $ 26,684 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 201,790 | $ 306,006 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Credit cards payable | $ 75,301 | $ 102,925 |
Accrued stock compensation | 131,250 | |
Accrued officer salary | ||
Accrued interest | 53,046 | 43,745 |
Other accrued expenses | 73,443 | 28,086 |
Accrued expenses | $ 201,790 | $ 306,006 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 28, 2019 | Feb. 28, 2019 | Jan. 09, 2019 | May 01, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Lease expense | $ 67,506 | $ 67,844 | |||||
Accounts payable | 19,257 | 60,993 | |||||
Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued for services, shares | 1,500,000 | 2,250,000 | |||||
Consulting Agreement [Member] | 1 Year Term [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of agreement | 1 year | ||||||
Number of shares issued for services, shares | 2,250,000 | ||||||
Number of shares issued | 2,250,000 | ||||||
Stock-based compensation | $ 54,375 | 131,250 | |||||
Consulting Agreement [Member] | 2020 Related to Current [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 4,500,000 | ||||||
Consulting Agreement [Member] | 6 Months [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of agreement | 6 months | ||||||
Number of shares issued for services, shares | 1,500,000 | ||||||
Stock-based compensation | $ 30,000 | ||||||
Ardell D. Mees and Family [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | 86,000 | 69,000 | |||||
Ardell D. Mees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 5,200 | 50,000 | |||||
Gain from forgiveness | 55,200 | ||||||
Ardell D. Mees [Member] | Employment Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 42,500 | |||||
Term of agreement | 2 years | ||||||
Annual base salary | $ 60,000 | ||||||
Marc Johnson [Member] | Employment Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 42,500 | |||||
Term of agreement | 2 years | ||||||
Annual base salary | $ 60,000 | ||||||
M&M Real Estate, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lease expense | 71,500 | 67,000 | |||||
Rent expense | 7,750 | 11,000 | |||||
Accounts payable | 0 | 50,401 | |||||
Purchases from related party | $ 27,000 | $ 145,000 | |||||
Markup Percentage of sales | 10.00% | ||||||
Haltom City [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly lease payment | $ 6,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 28, 2019 | Jan. 09, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2013 |
Class of Stock [Line Items] | |||||
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 | 136,270,000 | 128,020,000 | |||
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 | $ 119,999 | ||||
Consulting Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued for services, shares | 1,500,000 | 2,250,000 | |||
Stock issued for services | $ 30,000 | $ 90,000 |
Concentration of Customer (Deta
Concentration of Customer (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% | 15.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - USD ($) | Apr. 19, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | $ 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 | ||
Reverse acquisition percentage | 39.00% | ||
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. |
Reverse Acquisition - Summary o
Reverse Acquisition - Summary of Assets and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 19, 2018 |
Goodwill | $ 688,778 | $ 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 |
Lease Liability (Details Narrat
Lease Liability (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 67,506 | $ 67,844 |
Operating lease, right-of-use asset | 28,328 | |
Operating lease liabilities | $ 28,328 | |
Weighted-average remaining lease term | 6 months | |
Weighted-average discount rate for operating leases | 6.50% | |
M&M Real Estate, Inc [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 71,500 | $ 67,000 |
Haltom City [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Office area | ft² | 18,000 | |
Arlington [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Office area | ft² | 6,000 | |
Lease expiration date | Jun. 1, 2020 |
Lease Liability - Schedule of F
Lease Liability - Schedule of Future Minimum Payments of Operating Lease (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Present value of lease liabilities | $ 28,328 | |
Current-portion operating lease liability | 28,328 | |
Operating Lease Liability [Member] | ||
2020 | 28,790 | |
Total lease payments | 28,790 | |
Less: interest | (462) | |
Present value of lease liabilities | 28,328 | |
Current-portion operating lease liability | 28,328 | |
Long-term portion operating lease liability |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net income (loss) from discontinued operations | $ 143,617 | $ (124,155) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Reconciliation of Items Constituting Profit and Loss from Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 89,591 | $ 59,288 |
Direct costs of revenue | 13,127 | 24,195 |
General and administrative | 72,021 | 158,239 |
Marketing and selling | 1,026 | 1,009 |
Income (loss) from operations | 3,417 | (124,155) |
Gain from forgiveness of debt | 140,200 | |
Net income (loss) | $ 143,617 | $ (124,155) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax corporate, percentage | 21.00% | 21.00% |
Deferred tax assets valuation allowance description | Because of the historical earnings history of the Company, the net deferred tax assets for 2018 were fully offset by a 100% valuation allowance. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provisions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ 85,000 | $ (75,000) |
Permanent differences | (32,000) | 53,000 |
Change in valuation allowance | (22,000) | 22,000 |
Total | $ 31,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 22,000 | |
Timing differences | ||
Total gross deferred tax assets | 22,000 | |
Less: Deferred tax asset valuation allowance | (22,000) | |
Total net deferred taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Apr. 29, 2020 | Jan. 24, 2020 | Jan. 09, 2020 | Apr. 30, 2020 | Apr. 05, 2020 |
Number of common stock issued, shares | 4,500,000 | ||||
Economic Injury Disaster Loan Program [Member] | |||||
Proceeds from issuance debt | $ 10,000 | ||||
Economic Injury Disaster Loan Program [Member] | Marc Johnson [Member] | |||||
Advance received from releated party | $ 40,000 | ||||
Small Business Administration Loan [Member] | |||||
Loan payable | $ 169,495 | ||||
Loan interest rate | 0.98% | ||||
Motasem Khanfur [Member] | |||||
Number of common stock issued for compensation, shares | 500,000 | ||||
Sarah Nelson [Member] | |||||
Number of common stock issued for compensation, shares | 1,000,000 | ||||
Andreana McKelvey [Member] | |||||
Number of common stock issued for compensation, shares | 250,000 |