Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | KISSES FROM ITALY, INC. | |
Entity Central Index Key | 1,608,092 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 81,780,170 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 20,935 | $ 51,955 |
Other receivables | 2,704 | 0 |
Total current assets | 23,639 | 51,955 |
Property and equipment, net | 100,287 | 130,102 |
Other Assets | 1,093 | 1,093 |
Total assets | 125,018 | 183,150 |
Current liabilities: | ||
Accounts payable | 37,494 | 13,482 |
Accrued liabilities | 122,302 | 123,342 |
Loans payable | 0 | 45,199 |
Total current liabilities | 159,796 | 182,023 |
Total liabilities | 159,796 | 182,023 |
Convertible Notes | 208,150 | 0 |
Stockholders' Equity: | ||
Preferred stock, $0.001 par value. 25,000,000 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 200,000,000 shares authorized; 81,780,170 and 81,780,170 shares issued and outstanding as of September 30, 2018 and December 31 2017, respectively | 81,780 | 81,780 |
Additional paid-in capital | 1,615,062 | 1,545,796 |
Retained earnings deficit | (1,972,843) | (1,679,183) |
Total Kisses From Italy Stockholders' Equity | (276,001) | (51,607) |
Non-controlling interest | 33,073 | 52,734 |
Total stockholders' equity | (242,928) | 1,127 |
Total liabilities and equity | $ 125,018 | $ 183,150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 81,780,170 | 81,780,170 |
Common stock, shares outstanding | 81,780,170 | 81,780,170 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales | $ 114,993 | $ 135,836 | $ 352,103 | $ 673,868 |
Cost of goods sold | 65,355 | 71,625 | 168,688 | 280,456 |
Gross margin | 49,638 | 64,211 | 183,415 | 393,412 |
Operating expenses: | ||||
Depreciation and amortization | 9,939 | 9,279 | 29,815 | 29,083 |
Executive compensation | 0 | 6,310 | 16,953 | 26,717 |
Stock based compensation | 0 | 75,000 | 0 | 75,000 |
Payroll and other expenses | 59,489 | 50,552 | 140,557 | 214,864 |
Rent | 12,630 | 10,047 | 56,214 | 60,479 |
Consulting and professional fees | 64,825 | 5,024 | 106,492 | 24,619 |
General and administrative | 40,951 | 35,818 | 99,644 | 83,914 |
Total operating expenses | 187,833 | 192,030 | 449,673 | 514,676 |
Income (loss) from operations | (138,195) | (127,819) | (266,258) | (121,264) |
Other income (expense) | ||||
Other income | 33,732 | 0 | 33,732 | 0 |
Interest income (expense), net | (23,297) | (4,751) | (80,794) | (11,774) |
Total other income (expense) | 10,435 | (4,751) | (47,062) | (11,774) |
Income (loss) before income taxes | (127,760) | (132,570) | (313,320) | (133,038) |
Provision for income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (127,760) | (132,570) | (313,320) | (133,038) |
Less: net gain(loss) attributable to non-controlling interests | (10,151) | (3,023) | (19,661) | (1,831) |
Net loss attributable to Kisses From Italy, Inc. | $ (117,609) | $ (129,547) | $ (293,660) | $ (131,207) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: Basic and diluted | 81,780,170 | 75,815,255 | 81,780,170 | 75,768,522 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (293,660) | $ (131,207) |
Net income loss attributable to non-controlling interest | (19,661) | (1,831) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 29,815 | 29,083 |
Amortization of debt discount | 69,266 | 0 |
Stock-based compensation | 0 | 75,000 |
Changes in operating assets and liabilities: | ||
Account receivable | (2,704) | 0 |
Accounts payable | 24,012 | 0 |
Accrued liabilities | (1,039) | 4,999 |
Net cash provided by (used in) operating activities | (193,971) | (23,956) |
Cash flows from investing activities: | ||
Purchase of fixed assets | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Payments against loans | (45,199) | (5,219) |
Convertible notes | 208,150 | 0 |
Proceeds from private placements | 0 | 0 |
Net cash provided by (used in) financing activities | 162,951 | (5,219) |
Net increase (decrease) in cash and cash equivalents | (31,020) | (29,174) |
Cash and cash equivalents at beginning of period | 51,955 | 32,692 |
Cash and cash equivalents at end of period | 20,935 | 3,518 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 11,774 |
Cash paid for income taxes | $ 0 | $ 0 |
1. Organization and Description
1. Organization and Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Kisses From Italy Inc. (the “Company””) was incorporated in Florida on March 7, 2013. The Company’s main focus is to develop a fast, casual food dining chain restaurant business of corporate owned restaurants by expanding it through a nationwide/international franchise and territory sales program. The Company commenced operations in May 2015 by opening its first location in Ft. Lauderdale, Florida. Three additional restaurants, which were located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following 10 months. All locations which were in leased facilities were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants. The Company’s accounting year end is December 31st. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2017 and 2016 included in the Company’s Prospectus filed on August 1, 2018. Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company and its wholly owned subsidiaries; Kisses from Italy 9 th All intercompany accounts and transactions are eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition Sales, as presented in our consolidated statements of earnings, represents food and beverage product sold and is presented net of discounts, coupons, employee meals and complimentary meals. Revenue from restaurant sales is recognized when food and beverage products are sold. On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the nine months ended September 30, 2018, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605. Non-controlling interest Non-controlling interest represents third party ownership in the net assets of one of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiary consolidated with those of our own wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company cash equivalents totaled $20,935 and $51,955 respectively. Property and equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Leases The Company follows the guidance in ASC 840 “ Leases Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Computers, software and office equipment [Member] | |
Estimated useful life | 1-5 years |
Machinery and Equipment [Member] | |
Estimated useful life | 3-5 years |
Leasehold Improvements [Member] | |
Estimated useful life | Lesser of lease term or estimated useful life |
3. Property and Equipment
3. Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Furniture and equipment $ 52,868 (32,583 ) 20,285 $ 52,868 $ (24,733 ) $ 28,135 Leasehold improvements 175,716 (95,714 ) 80,002 175,716 (73,749 ) 101,967 Total fixed assets $ 228,584 (128,297 ) 100,287 $ 228,584 $ (98,482 ) $ 130,102 For the three and months ended September 30, 2018 the Company recorded depreciation and amortization of leasehold expenses of $9,939 and $29,815, respectively; compared to $9,279 and $29,083, respectively for the same three and nine month periods ended September 30, 2017. |
4. Accrued and Other Liabilitie
4. Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | NOTE 4 -ACCRUED AND OTHER LIABILITIES The following table sets forth the components of the Company’s accrued liabilities at September 30, 2018 and December 31, 2017. September 30, December 31, Sales tax payable $ 15,379 $ 42,462 Accrued interest payable 4,641 – Payroll tax liabilities 102,283 80,880 Total accrued liabilities $ 122,302 $ 123,342 The Company is in arrears on its payroll tax payments as of September 30, 2018. Included in the “payroll tax liabilities” as of September 30, 2018 is approximately $22,000 in interest and penalties. |
5. Loans Payable_Other Receivab
5. Loans Payable/Other Receivable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable/Other Receivable | NOTE 5 – LOANS PAYABLE/OTHER RECEIVABLE The Company has two asset-based lines of credit of $25,000, each with two separate lenders. The amount of credit available to be accessed is dependent on the amount of documented credit receipts received by the Company’s restaurants. The due dates on these credit advances are typically between 90 and 180 days. The interest rate on the facilities are approximately 38% and 31%, respectively, plus additional processing fees of approximately 5%. As of September 30, 2018, and December 31 2017, loan payable balances were $-0- and $45,119 respectively. The amount of loans outstanding was significantly reduced due to proceeds from less expensive (in terms of interest rate) convertible debt that was applied against loan balances. During the three month period ended September 30, 2018, the Company over paid one of the asset based loans creating a receivable balance of $2,704. This amount has been classified an “other receivable” on the Company’s balance sheet and was repaid to the Company in October 2018. |
6. Convertible Notes
6. Convertible Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 6 – CONVERTIBLE NOTES As of September 30, 2018, and December 31, 2017, the balance of convertible notes was $208,150 and $-0- respectively. In April 2018, the Company commenced a private offering of up to $250,000 in convertible debenture (the “Debentures”), to non-residents of the US. These notes accrue interest at the rate of 8% per annum and are convertible into shares of the Company’s Common Stock and are only convertible until such time as the Company’s Common Stock is approved for trading, of which there is no assurance, at a conversion rate of $0.0667 per share. Interest is payable annually, on or before February 15 of each year. The Debentures mature three years after the issuance date. As of the date hereof, an aggregate of $208,150 in Debentures have been issued. None have been converted. Since the Company’s shares were sold in private placement at a price of $0.10 per share, the difference in price is considered a beneficial conversion feature. Since the holders of the Notes have the right to convert immediately, the beneficial conversion feature of $69,314 has been immediately expensed and recorded as interest expense. |
7. Stockholders Equity
7. Stockholders Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 7 – STOCKHOLDERS EQUITY Common Stock At September 30, 2018 and December 31, 2017, there were 81,780,170 shares of Common Stock issued and outstanding, with a $0.001 par value. 25,000,000 shares of Preferred Stock, with a par value $0.01 per share, are authorized, none of which has been issued or is outstanding as of September 30, 2018 and December 31, 2017, respectively. In May 2018, the Company’s Board of Directors and Shareholders approved an amendment to the Company’s Articles of Incorporation, increasing the number of authorized Common Shares to 200,000,000, par value $0.01 per share. Common Stock Issued in Private Placements During the nine months ended September 30, 2018, the Company did not accept any subscription agreements to purchase its common stock. During the year ended December 31, 2017, the Company accepted subscription agreements from 9 investors and issued 1,350,000 shares of its common stock at a price of $0.10 per shares for gross proceeds totaling $135,000. Common Stock Issued in Exchange for Services During the nine months ended September 30, 2018, the Company did not issue any shares of its common stock for services. During the year ended December 31, 2017, the Company issued 4,685,000 shares of its common stock for services valued at $0.10 per share valued at $468,500. These shares were issued to an aggregate of 13 persons. The price of $0.10 represented the Company’s share price in its private placement throughout all of 2017. |
8. Commitments and Contingencie
8. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES As of September 30, 2018, and December 31, 2017, the Company had three operating store locations. The Company leases these spaces based upon the following schedules: · Kisses From Italy 9 th · Kisses From Italy-Palm Aire based in Pompano Beach, Florida leases approximately 2,300 square feet of space at a cost of $3,600 per month. The lease ends on May 1, 2019. The Company has a one-year automatic renewal provision for this lease but is not obligated to exercise this renewal provision. · Kisses From Italy -Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet of space at a cost of $546 per month. The lease ends on August 1, 2018. The Company has a one-year automatic renewal provision for this lease, but is not obligated to exercise this renewal provision. In addition to the above, Kisses from Royal Vista, which closed in August 2017, had been paying $1,800 per month in rent for approximately 950 square feet of space. The Company also rents professional and furnished space on a month to month basis in Miami, Florida at a cost of $223 per month, which has been designated the Company’s principal place of business. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS None. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Management's Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2017 and 2016 included in the Company’s Prospectus filed on August 1, 2018. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company and its wholly owned subsidiaries; Kisses from Italy 9 th All intercompany accounts and transactions are eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition Sales, as presented in our consolidated statements of earnings, represents food and beverage product sold and is presented net of discounts, coupons, employee meals and complimentary meals. Revenue from restaurant sales is recognized when food and beverage products are sold. On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the nine months ended September 30, 2018, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605. |
Non-controlling interest | Non-controlling interest Non-controlling interest represents third party ownership in the net assets of one of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiary consolidated with those of our own wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company cash equivalents totaled $20,935 and $51,955 respectively. |
Property and equipment | Property and equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Leases | Leases The Company follows the guidance in ASC 840 “ Leases |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Estimated useful lives of property | Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life |
3. Property and Equipment (Tabl
3. Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, 2018 December 31, 2017 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Furniture and equipment $ 52,868 (32,583 ) 20,285 $ 52,868 $ (24,733 ) $ 28,135 Leasehold improvements 175,716 (95,714 ) 80,002 175,716 (73,749 ) 101,967 Total fixed assets $ 228,584 (128,297 ) 100,287 $ 228,584 $ (98,482 ) $ 130,102 |
4. Accrued and Other Liabilit_2
4. Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other liabilities | September 30, December 31, Sales tax payable $ 15,379 $ 42,462 Accrued interest payable 4,641 – Payroll tax liabilities 102,283 80,880 Total accrued liabilities $ 122,302 $ 123,342 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 20,935 | $ 51,955 | $ 3,518 | $ 32,692 |
3. Property and Equipment (Deta
3. Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 228,584 | $ 228,584 |
Accumulated depreciation | (128,297) | (98,482) |
Property and equipment, net | 100,287 | 130,102 |
Furniture and equipment [Member] | ||
Property and equipment, gross | 52,868 | 52,868 |
Accumulated depreciation | (32,583) | (24,733) |
Property and equipment, net | 20,285 | 28,135 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 175,716 | 175,716 |
Accumulated depreciation | (95,714) | (73,749) |
Property and equipment, net | $ 80,002 | $ 101,967 |
3. Property and Equipment (De_2
3. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 9,939 | $ 9,279 | $ 29,815 | $ 29,083 |
4. Accrued and Other Liabilit_3
4. Accrued and Other Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 15,379 | $ 42,462 |
Accrued interest payable | 4,641 | 0 |
Payroll tax liabilities | 102,283 | 80,880 |
Total accrued liabilities | $ 122,302 | $ 123,342 |
4. Accrued and Other Liabilit_4
4. Accrued and Other Liabilities (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payroll tax liabilities | $ 102,283 | $ 80,880 |
Interest and Penalties [Member] | ||
Payroll tax liabilities | $ 22,000 |
5. Loans Payable_Other Receiv_2
5. Loans Payable/Other Receivable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Line of credit balance | $ 0 | $ 45,119 |
Other receivable (overpayment of credit line) | 2,704 | $ 0 |
Credit Line 1 [Member] | ||
Credit line maximum amount | $ 25,000 | |
Credit line interest rates | 38.00% | |
Credit Line 2 [Member] | ||
Credit line maximum amount | $ 25,000 | |
Credit line interest rates | 31.00% |
6. Convertible Notes (Details N
6. Convertible Notes (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 208,150 | $ 0 |
Notes payable face value | $ 250,000 | |
Debt interest rate | 8.00% | |
Debt term | 3 years | |
Beneficial conversion feature | $ 69,314 |
7. Stockholders Equity (Details
7. Stockholders Equity (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
13 persons [Member] | ||
Stock issued for services, shares | 4,685,000 | |
Stock issued for services, value | $ 468,500 | |
Subscription Agreements [Member] | ||
Stock issued new, shares | 0 | 1,350,000 |
Proceeds from sale of stock | $ 135,000 |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($)ft² | |
Fort Lauderdale, FL [Member] | |
Rental space in sq. ft. | ft² | 990 |
Lease payment frequency | monthly |
Lease periodic payment | $ 5,773 |
Palm Aire [Member] | |
Rental space in sq. ft. | ft² | 2,300 |
Lease payment frequency | monthly |
Lease periodic payment | $ 3,600 |
Sea Gardens [Member] | |
Rental space in sq. ft. | ft² | 600 |
Lease payment frequency | monthly |
Lease periodic payment | $ 546 |
Miami, FL [Member] | |
Lease payment frequency | monthly |
Lease periodic payment | $ 223 |