Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Kisses From Italy Inc. | |
Entity Central Index Key | 0001608092 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 167,882,335 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Interactive data current | Yes | |
Entity state of incorporation | FL | |
Entity file number | 000-52898 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 54,447 | $ 37,336 |
Accounts receivable | 10,037 | 5,761 |
Other receivable | 4,839 | 4,839 |
Inventory | 4,336 | 4,051 |
Total current assets | 73,659 | 51,987 |
Property and equipment, net | 7,374 | 8,480 |
Other Assets | 1,092 | 2,635 |
Total assets | 82,125 | 63,102 |
Current liabilities: | ||
Accounts payable | 58,495 | 64,762 |
Accrued liabilities | 149,487 | 148,519 |
Total current liabilities | 207,982 | 213,281 |
Notes payable | 12,171 | 12,171 |
Convertible Notes | 10,000 | 10,000 |
Total liabilities | 230,153 | 235,451 |
Commitments and contingencies | 0 | 0 |
Stockholders' Equity: | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; and 157,782,335 and 154,832,335 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 157,782 | 154,832 |
Additional paid-in capital | 9,054,733 | 8,612,683 |
Retained earnings deficit | (9,338,754) | (8,916,893) |
Total Kisses From Italy Stockholders' Equity | (126,159) | (149,298) |
Non-controlling interest | (21,869) | (23,052) |
Total stockholders' equity | (148,028) | (172,350) |
Total liabilities and equity | 82,125 | 63,101 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | $ 80 | $ 80 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 157,782,335 | 154,832,335 |
Common stock, shares outstanding | 157,782,335 | 154,832,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 79,610 | 79,610 |
Preferred stock, shares outstanding | 79,610 | 79,610 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenue | $ 114,679 | $ 109,746 |
Cost of goods sold | 52,668 | 43,974 |
Gross margin | 62,011 | 65,771 |
Operating expenses: | ||
Depreciation and amortization | 3,016 | 12,951 |
Executive compensation | 0 | 9,994 |
Stock based compensation | 300,000 | 36,301 |
Payroll and other expenses | 50,755 | 47,018 |
Rent | 28,106 | 29,689 |
Consulting and professional fees | 63,752 | 29,830 |
General and administrative | 34,965 | 43,257 |
Total operating expenses | 480,594 | 209,040 |
Income (loss) from operations | (418,583) | (143,268) |
Other income (expense) | ||
Interest income (expense), net | (2,096) | (354,633) |
Total other income (expense) | (2,096) | (354,633) |
Income (loss) before income taxes | (420,679) | (497,901) |
Provision for income taxes (benefit) | 0 | 0 |
Net loss | (420,679) | (497,901) |
Less: net gain (loss) attributable to non-controlling interests | 1,183 | 2,004 |
Net loss attributable to Kisses From Italy, Inc. | $ (421,862) | $ (499,905) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outsanding: | ||
Basic and diluted | 157,381,779 | 127,092,335 |
Food sales [Member] | ||
Total Revenue | $ 114,679 | $ 109,746 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities of continuing operations: | ||
Net income | $ (421,862) | $ (499,905) |
Net income loss attributable to non-controlling interest | 1,183 | 2,004 |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 3,016 | 12,951 |
Amortization of debt discount | 0 | 351,920 |
Stock-based compensation for services | 300,000 | 36,301 |
Changes in operating assets and liabilities: | ||
Other assets | 1,544 | 29 |
Account receivable | (4,276) | 0 |
Inventory | (285) | 0 |
Accounts payable | (6,267) | 1,985 |
Accrued liabilities | 968 | 15,440 |
Net cash provided by (used in) operating activities | (125,979) | (79,275) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (1,910) | 0 |
Net cash provided by (used in) investing activities | (1,910) | 0 |
Cash flows from financing activities: | ||
Proceeds/payments from short term borrowings-net | 0 | (6,000) |
Proceeds from the sale of common stock | 145,000 | 0 |
Proceeds from the sale of preferred stock | 0 | 66,490 |
Net cash provided by (used in) financing activities | 145,000 | 60,490 |
Impact of foreign exchange | 0 | 587 |
Net increase (decrease) in cash and cash equivalents | 17,111 | (18,785) |
Cash and cash equivalents at beginning of period | 37,336 | 26,841 |
Cash and cash equivalents at end of period | 54,447 | 8,643 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-In Capital | Noncontrolling Interest | Retained Earnings | Total |
Beginning balance, shares at Dec. 31, 2019 | 50,000 | 126,550,535 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 50 | $ 126,550 | $ 4,945,109 | $ 6,068 | $ (5,207,491) | $ (129,714) | ||
Net income (loss) | (499,905) | (499,905) | ||||||
Non-controlling interest, net income (loss) | 2,004 | 2,004 | ||||||
Issuance of Series C Preferred Stock, value | 66 | 66,424 | 66,490 | |||||
Beneficial conversion feature of convertible notes | 351,920 | 55,669 | ||||||
Stock issued for services. shares | 541,800 | |||||||
Stock issued for services, value | $ 542 | 35,759 | ||||||
Ending balance, shares at Mar. 31, 2020 | 50,000 | 127,092,335 | ||||||
Ending balance, value at Mar. 31, 2020 | $ 116 | $ 127,092 | 5,399,212 | 8,072 | (5,707,396) | (172,905) | ||
Beginning balance, shares at Dec. 31, 2020 | 79,610 | 154,832,335 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 80 | $ 154,832 | 8,612,683 | (23,052) | (8,916,893) | (172,350) | ||
Net income (loss) | (421,862) | (421,862) | ||||||
Non-controlling interest, net income (loss) | 1,183 | 1,183 | ||||||
Issuance of common stock for services, shares | 1,500,000 | |||||||
Issuance of common stock for services, value | $ 1,500 | 298,500 | 300,000 | |||||
Issuance of common stock in private placement, shares | 1,450,000 | |||||||
Issuance of common stock in private placement, value | $ 1,450 | 143,550 | 145,000 | |||||
Ending balance, shares at Mar. 31, 2021 | 79,610 | 157,782,335 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 80 | $ 157,782 | $ 9,054,733 | $ (21,869) | $ (9,338,754) | $ (148,028) |
1. Organization and Description
1. Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 and expanding through a nationwide/international franchise and territory sales program. The Company commenced operations in May 2015 by opening its first location in Fort Lauderdale, Florida. Three additional restaurants, which are located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which are in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and did not re-open that location in 2019. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. Such location will serve as the distribution center for products for European locations. The Bari location was closed in the fourth quarter of 2020 and currently remains closed as of the date of this Report due to Covid-19. The Company’s accounting year-end is December 31. COVID-19 On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease. Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. If our restaurants are required to be closed or only allowed to operate at less than full capacity, we will continue to incur certain fixed expenses such as rent payments currently of approximately $10,000 per month. All of the Company’s four corporate-owned restaurants which are located in Fort Lauderdale, Florida, Bari, Italy, and within the Wyndham Palm Aire and the Wyndham Sea Gardens Hotels and Resorts in Pompano Beach, Florida, have fully re-opened subject to recommended social distancing guidelines. The Company’s hotel locations were closed longer than other sites due to CDC recommendations. The Company’s flagship Fort Lauderdale restaurant re-opened on May 1, 2020, its Bari, Italy location re-opened on June 20, 2020, The Wyndham Palm Aire location re-opened on July 11, 2020, and the Wyndham Sea Gardens location re-opened on July 22, 2020. Except for our Bari location, our US locations are now open and are operating at near pre-Covid revenue levels. There can be no assurances that we will be allowed to remain open at full capacity or that we can maintain current sales levels. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 and as of December 31, 2020, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2021. 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 unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months 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 of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do 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 the allowance for doubtful accounts, 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada. As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods. Foreign Currency Translation The functional and reporting currency of the Company’s Bari location in Italy is the Euro. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. To date, this difference has been immaterial for the Bari location. Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. For the five-month period ended March 31, 2021 when the Company began the branded retail products operations initiative in Canada, the difference in the exchange rate and the average monthly rate was not material. Revenue Recognition Sales, as presented in the Company’s consolidated statement 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, the Company 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 the Company’s historic accounting under ASC 605. As of and for the periods ended March 31, 2021 and December 31, 2020, respectively, 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 the Company’s 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. On March 31, 2021 and December 31, 2020, the Company cash equivalents totaled $54,447 and $37,336, respectively. Property and equipment 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 – 6 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. On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. 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 currently follows the guidance in ASC 840 “ Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, ASC 842 will be effective for the Company beginning on December 15, 2021. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have not have any impact on our financial statements. Valued Added Tax (“VAT”) The VAT is a broadly-based consumption tax which is assessed to the value that is added to goods and services. The Value Added Tax (“VAT”), applies to nearly all goods and services that are bought and sold within the European Union. In Italy where the Company operates, the VAT tax ranges between 4 and 10% for food products and alcohol. As of March 31, 2021 and December 31, 2020 the Company had a VAT net receivable from its Bari location amounting to $4,839. Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”) The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer. Inventory The inventory is comprised of alcoholic beverages at our new Bari location in Italy which opened in 2019 and inventory for retail sales held in Canada. Our US locations do not have liquor licenses. The balance of inventory on March 31, 2021 and December 31, 2020 was $4,336 and $4,051, respectively. 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, On December 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. |
3. Going Concern and Liquidity
3. Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Liquidity | NOTE 3 – GOING CONCERN AND LIQUIDITY As of March 31, 2021, and December 31, 2020, the Company had $54,447 and $37,336 in cash on hand, respectively, and for the three-month periods ended March 31, 2021, and 2020, the Company generated revenues of $114,679 and $109,746 and had losses of $420,679 and $497,901, respectively. As of March 31, 2021, the Company had a working capital deficiency of $134,323 and an accumulated deficit of $9,338,754. The reports of the Company’s independent registered public accounting firm in the Company’s financial statements for the years ended December 31, 2020, and 2019, include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. The Company believes it will be successful in raising sufficient capital to operate for the next 12 months, however, there is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully raise additional financing would have a material adverse effect on its business, including the possible inability to continue operations. |
4. Property and Equipment
4. Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT As of March 31, 2021 and December 31, 2020 the Company had $7,374 and $8,480 in property and equipment, all located at its Bari location in Italy. As of March 31, 2021 all property and equipment and leaseholds at its US locations had been fully depreciated. |
5. Accrued and Other Liabilitie
5. Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | NOTE 5 – ACCRUED AND OTHER LIABILITIES The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020. March 31, December 31, Sales tax payable $ 2,058 $ 3,804 Accrued interest payable 2,714 2,067 Payroll tax liabilities 144,715 142,648 Total accrued liabilities $ 149,487 $ 148,519 The Company is in arrears on its payroll tax payments as of March 31, 2021. Included in the “payroll tax liabilities” as of March 31, 2021, is approximately $32,389 in interest and penalties. |
6. Promissory Notes Payable
6. Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | NOTE 6 – PROMISSORY NOTES PAYABLE As of March 31, 2021 and December 31, 2020 we had two unsecured 8% notes payable amounting to $12,171 that mature in June 2023. |
7. Convertible Notes
7. Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 7 – CONVERTIBLE NOTES As of March 31, 2021 and December 31, 2020, the outstanding principal balance of convertible notes was $10,000. |
8. Stockholders Equity
8. Stockholders Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 8 – STOCKHOLDERS EQUITY Common Stock The Company has authorized 200,000,000 shares of Common Stock. On March 31, 2021 and December 31, 2020, there were 157,782,335 and 154,832,335 shares of common stock issued and outstanding, respectively, with a $0.001 par value. During the three months ended March 31, 2021, the Company issued 1,500,000 shares of common stock to an investor relations firm. These shares were valued at $300,000. Additionally during this period the Company raised $145,000 from the sale of 1,450,000 shares of common stock to three accredited investors. Preferred Stock On December 19, 2019, the Company filed a Certificate of Designation with the State of Florida to set up three categories of preferred stock: Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation designated 1,500,000 shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series A Stock”), 5,000,000 shares as Series B Preferred Stock (“Series B Stock”) and 1,000,000 shares as Series C Preferred Stock (“Series C Stock”). A summary of the material provisions of the Certificate of Designation governing the Series A Stock, the Series B Stock and the Series C Stock is as follows: Series A Stock The Series A Stock is not convertible. Each share of Series A Stock shall entitle the holder to three hundred (300) votes for each share of Series A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series A Stock then outstanding. The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors of the Company. Liquidation Preference No distribution shall be made to holders of shares of capital stock ranking junior to the Series A Preferred Stock upon liquidation, dissolution or winding-up of the Company. The Series A Stock ranks pari passu with the Series C Stock. There were no shares of Series A Stock outstanding as of March 31, 2021 and March 31, 2020. Series B Stock The Series B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price paid by the holder paid for the shares. The Board has the authorization to establish a minimum price for the price the Series B Stock (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares). The holders of the Series B Stock shall not be entitled to voting rights except as otherwise provided for in the law. The holders of Series B Stock are not entitled to dividends until and unless determined by the Board. Liquidation Preference The holders of Series B Stock shall not be entitled to any distributions upon a liquidation of the Company. Restrictions of Transferability The shares of the Series B Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws. There were no shares of Series B Stock outstanding as of March 31, 2021. Series C Stock The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company on the basis of three times the price paid for the shares. The Board has established a minimum conversion price of $0.10 per share. The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for in the law. The holders of Series C Stock are not entitled to dividends until and unless determined by the Board. Liquidation Preference Upon any liquidation of the Company, the holders of Series C Stock shall be entitled to the amount paid for the shares of Series C Stock prior to the holders of shares ranking junior to the Series C Stock. Upon the holders of the Series C Stock and any series of stock ranking pari passu with the Series C Stock having received distributions to which they are entitled, the remaining assets of the Company shall be distributed to the other holders pro rata in proportion to the shares held by each holder. Restrictions of Transferability The shares of the Series C Preferred Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws. As of March 31, 2021 and December 31, 2020 there were 79,610 shares and 79,610 shares of Series C Preferred outstanding, respectively, which were purchased at a price of $1.00 per share. |
9. Commitments and Contingencie
9. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES As of March 31, 2021, and December 31, 2020, the Company had four operating restaurants. 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 for $3,933.00 per month. The Company has a one-year automatic renewal provision for this lease on May 1st of each year under the same terms. · Kisses From Italy – Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet for $578.06 per month. The lease ended on August 1, 2018, and was renewed on the same terms. The Company has a one-year optional automatic renewal provision for this lease. · Kisses From Italy – based in Bari, Italy, leases approximately 2,200 square feet of space for 1,400 euros per month under the terms of a six-year lease which ends on May 5, 2024 and has an optional automatic renewal provision for six years. During the three months ended March 31, 2021, the Bari location receive approximately $2,700 in Covid rent subsidies from the government of Italy. The Company also rents furnished office space on a month-to-month basis in Miami, Florida for $223 per month which serves as its principal executive offices. The Company will remain responsible for rent payments for its restaurant space even if its restaurants are required to close or are permitted to open at limited occupancy, due to the continuing Covid-19 outbreak. |
10. Subsequent Events
10. Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events On April 22, 2021, the Company’s wholly-owned subsidiary, Kisses from Italy-Franchising, LLC (“Franchisor”), entered into a consulting agreement (the “Consulting Agreement”) with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), effective as of April 16, 2021, pursuant to which the Franchisor engaged Fransmart as its exclusive global franchise developer and representative for a period of ten years. In consideration for its services under the Consulting Agreement, Fransmart is entitled to receive certain fees, royalties, and commissions expressly contingent upon Fransmart achieving certain agreed upon milestones on behalf of the Company. In addition, Fransmart was granted a stock option to purchase 16,000,000 shares of the Company’s common stock, exercisable by Fransmart on a cashless basis. Fransmart is entitled to terminate the Agreement in the event of a default by Franchisor of its obligations under the Agreement, if not cured within thirty days of written notice. In the event of early termination due to Franchisor’s default, in addition to all other amounts due and payable to Fransmart as of the date of termination, Franchisor shall pay Fransmart an amount equal to the trailing twelve months commissionable revenue generated by franchising, as described in the Consulting Agreement, multiplied by the number of years remaining of the term of the Consulting Agreement. If Fransmart is in default of its obligations under the Consulting Agreement, Franchisor may terminate the Consulting Agreement if such default is not cured within forty-five days after receipt of a written notice of default. Franchisor also has the right, after the beginning of the sixth year of the term of the Consulting Agreement, upon written notice to Fransmart, to terminate this Agreement by paying Fransmart, in one lump sum, unless otherwise approved by Fransmart, an early termination fee of $4,000,000, if the sales of qualified franchise units to date are under 110% of the performance requirements; $6,000,000 if the sales are between 111% and 200% of the performance requirements; and $8,000,000 if the sales are over 200%. On April 19, 2021, the Company issued 100,000 shares to a service provider. These shares were valued at $0.081 or $8,100. Additionally, on the same day, the Company issued 5,000,000 shares of common stock to its Co-Chief Executive Officer, and 5,000,000 shares of common stock to its President and Co-Chief Executive Officer for services. These shares were valued at $0.081 each or a total valuer of $405,000 and $324,000 respectively. subsequent to March 31, 2021 the Company has raised $80,000 from the sale of 80,000 shares of Series C Preferred stock. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 and as of December 31, 2020, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2021. |
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 unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months 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 of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do 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 the allowance for doubtful accounts, 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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada. As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods. |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency of the Company’s Bari location in Italy is the Euro. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. To date, this difference has been immaterial for the Bari location. Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. For the five-month period ended March 31, 2021 when the Company began the branded retail products operations initiative in Canada, the difference in the exchange rate and the average monthly rate was not material. |
Revenue Recognition | Revenue Recognition Sales, as presented in the Company’s consolidated statement 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, the Company 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 the Company’s historic accounting under ASC 605. As of and for the periods ended March 31, 2021 and December 31, 2020, respectively, 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 the Company’s 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. On March 31, 2021 and December 31, 2020, the Company cash equivalents totaled $54,447 and $37,336, respectively. |
Property and equipment | Property and equipment 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 – 6 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. On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. |
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 currently follows the guidance in ASC 840 “ Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, ASC 842 will be effective for the Company beginning on December 15, 2021. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have not have any impact on our financial statements. |
Valued Added Tax ("VAT") | Valued Added Tax (“VAT”) The VAT is a broadly-based consumption tax which is assessed to the value that is added to goods and services. The Value Added Tax (“VAT”), applies to nearly all goods and services that are bought and sold within the European Union. In Italy where the Company operates, the VAT tax ranges between 4 and 10% for food products and alcohol. As of March 31, 2021 and December 31, 2020 the Company had a VAT net receivable from its Bari location amounting to $4,839. Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”) The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer. |
Inventory | Inventory The inventory is comprised of alcoholic beverages at our new Bari location in Italy which opened in 2019 and inventory for retail sales held in Canada. Our US locations do not have liquor licenses. The balance of inventory on March 31, 2021 and December 31, 2020 was $4,336 and $4,051, respectively. |
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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, On December 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Estimated useful lives of property | The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life |
5. Accrued and Other Liabilit_2
5. Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other liabilities | The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020. March 31, December 31, Sales tax payable $ 2,058 $ 3,804 Accrued interest payable 2,714 2,067 Payroll tax liabilities 144,715 142,648 Total accrued liabilities $ 149,487 $ 148,519 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Computers, software and office equipment [Member] | |
Property and equipment useful life | 1-6 years |
Machinery and Equipment [Member] | |
Property and equipment useful life | 3-5 years |
Leasehold Improvements [Member] | |
Property and equipment useful life | Lesser of lease term or estimated useful life |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Trade receivable | $ 10,037 | $ 5,761 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Cash and cash equivalents | 54,447 | $ 8,643 | 37,336 | $ 26,841 |
Stock-based Compensation | 300,000 | $ 36,301 | ||
VAT net receivable | 4,839 | 4,839 | ||
Inventory | $ 4,336 | $ 4,051 |
3. Going Concern and Liquidity
3. Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 54,447 | $ 8,643 | $ 37,336 | $ 26,841 |
Revenues | 114,679 | 109,746 | ||
Working capital | (134,323) | |||
Net loss | (420,679) | $ (497,901) | ||
Accumulated deficit | $ (9,338,754) | $ (8,916,893) |
4. Property and Equipment (Deta
4. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 7,374 | $ 8,480 |
5. Accrued and Other Liabilit_3
5. Accrued and Other Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 2,058 | $ 3,804 |
Accrued interest payable | 2,714 | 2,067 |
Payroll tax liabilities | 144,715 | 142,648 |
Total accrued liabilities | $ 149,487 | $ 148,519 |
5. Accrued and Other Liabilit_4
5. Accrued and Other Liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payroll tax liabilities | $ 144,715 | $ 142,648 |
Interest and Penalties [Member] | ||
Payroll tax liabilities | $ 32,389 |
6. Promissory Notes Payable (De
6. Promissory Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes payable | $ 12,171 | $ 12,171 |
Credit line interest rates | 8.00% | |
Maturity date | Jun. 30, 2023 |
7. Convertible Notes (Details N
7. Convertible Notes (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 10,000 | $ 10,000 |
8. Stockholders Equity (Details
8. Stockholders Equity (Details Narrative) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 157,782,335 | 154,832,335 |
Common stock, shares outstanding | 157,782,335 | 154,832,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 79,610 | 79,610 |
Preferred stock, shares outstanding | 79,610 | 79,610 |
Shares outstanding | 79,610 | 79,610 |
Share price | $ 1 | $ 1 |
9. Commitments and Contingenc_2
9. Commitments and Contingencies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021USD ($)ft² | Mar. 31, 2021EUR (€)ft² | |
Pompano Beach [Member] | ||
Rental space in sq. ft. | ft² | 2,300 | 2,300 |
Lease payment frequency | monthly | |
Lease periodic payment | $ | $ 3,933 | |
Fort Lauderdale, FL [Member] | ||
Rental space in sq. ft. | ft² | 990 | 990 |
Lease payment frequency | monthly | |
Lease periodic payment | $ | $ 3,274 | |
Sea Gardens [Member] | ||
Rental space in sq. ft. | ft² | 600 | 600 |
Lease payment frequency | monthly | |
Lease periodic payment | $ | $ 578 | |
Bari, Italy [Member] | ||
Rental space in sq. ft. | ft² | 2,200 | 2,200 |
Lease payment frequency | monthly | |
Lease periodic payment | € | € 1,400 | |
Miami, FL [Member] | ||
Lease payment frequency | monthly | |
Lease periodic payment | $ | $ 223 |