Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | KISSES FROM ITALY INC. |
Entity Central Index Key | 0001608092 |
Entity Tax Identification Number | 46-2388377 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 80 SW 8th ST. |
Entity Address, Address Line Two | Suite 2000 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33130 |
City Area Code | 305 |
Local Phone Number | 423-7129 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 277,205 | $ 139,485 |
Accounts receivable | 15,089 | 12,900 |
Prepaid expenses | 19,744 | 0 |
Other receivables | 54,029 | 48,443 |
Inventory | 16,833 | 5,270 |
Total current assets | 382,900 | 206,098 |
Property and equipment, net | 4,740 | 5,793 |
Right of use assets | 519,048 | 0 |
Other Assets | 2,745 | 2,745 |
Total assets | 909,433 | 214,635 |
Current liabilities: | ||
Accounts payable | 84,358 | 52,665 |
Accrued liabilities | 155,668 | 134,505 |
Lease liability - short term | 45,487 | 0 |
Notes payable | 12,171 | 0 |
Convertible notes | 490,000 | 0 |
Total current liabilities | 787,684 | 187,170 |
Lease liability- long term | 473,561 | |
Notes payable-long term | 0 | 12,171 |
Convertible notes -long term | 0 | 10,000 |
Total liabilities | 1,261,245 | 209,340 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 185,520,582 and 180,913,582 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 185,520 | 180,913 |
Additional paid-in capital | 13,881,508 | 13,702,813 |
Accumulated deficit | (14,415,850) | (13,859,006) |
Total Kisses From Italy Stockholders' Deficit | (348,677) | 24,960 |
Non-controlling interest | (3,135) | (19,665) |
Total stockholders' equity | (351,812) | 5,295 |
Total liabilities and equity | 909,433 | 214,635 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | $ 145 | $ 240 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 185,520,582 | 180,913,582 |
Common stock, shares outstanding | 185,520,582 | 180,913,582 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 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 | |
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 | 145,080 | 240,080 |
Preferred stock, shares outstanding | 145,080 | 240,080 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total Revenue | $ 112,135 | $ 128,074 | $ 209,962 | $ 242,752 |
Cost of goods sold | 60,769 | 59,641 | 105,945 | 112,309 |
Gross margin | 51,366 | 68,433 | 104,017 | 130,443 |
Operating expenses: | ||||
Depreciation and amortization | 526 | 527 | 1,053 | 3,543 |
Stock based compensation | 0 | 2,931,573 | 0 | 3,231,573 |
Payroll and other expenses | (6,288) | (16,556) | 39,545 | 34,199 |
Rent | 36,093 | 25,321 | 68,981 | 53,427 |
Consulting and professional fees | 59,748 | 29,874 | 120,852 | 93,625 |
General and administrative | 48,297 | 37,925 | 106,227 | 72,890 |
Total operating expenses | 138,377 | 3,008,664 | 341,828 | 3,489,257 |
Income (loss) from operations | (87,010) | (2,940,231) | (237,811) | (3,358,814) |
Other income (expense) | ||||
Interest income (expense), net | (300,211) | (250,106) | (302,504) | (252,202) |
Total other income (expense) | (300,211) | (250,106) | (302,504) | (252,202) |
Income (loss) before income taxes | (387,220) | (3,190,337) | (540,314) | (3,611,016) |
Provision for income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (387,220) | (3,190,337) | (540,314) | (3,611,016) |
Less: net income (loss) attributable to non-controlling interests | 19,419 | 14,977 | 16,530 | 16,160 |
Net loss attributable to Kisses From Italy, Inc. | $ (406,639) | $ (3,205,314) | $ (556,844) | $ (3,627,176) |
Basic earnings (loss) per common share | $ 0 | $ (0.02) | $ 0 | $ (0.02) |
Diluted earnings (loss) per common share | $ 0 | $ (0.02) | $ 0 | $ (0.02) |
Weighted -weighted average number of shares outstanding: | ||||
Basic | 185,101,890 | 167,077,939 | 184,328,698 | 162,256,644 |
Diluted | 185,101,890 | 167,077,939 | 184,328,698 | 162,256,644 |
Food Sales [Member] | ||||
Total Revenue | $ 112,135 | $ 128,074 | $ 209,962 | $ 242,752 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 80 | $ 154,832 | $ 8,612,683 | $ (23,052) | $ (8,916,893) | $ (172,350) | ||
Beginning balance, shares at Dec. 31, 2020 | 79,610 | 154,832,335 | ||||||
Net loss | (421,862) | (421,862) | ||||||
Non-controlling interest, net income (loss) | 1,183 | 1,183 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 80 | $ 157,782 | 9,054,733 | (21,869) | (9,338,755) | (148,029) | ||
Ending balance, shares at Mar. 31, 2021 | 79,610 | 157,782,335 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 80 | $ 154,832 | 8,612,683 | (23,052) | (8,916,893) | (172,350) | ||
Beginning balance, shares at Dec. 31, 2020 | 79,610 | 154,832,335 | ||||||
Net loss | (3,627,176) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 160 | $ 168,482 | 12,345,186 | (6,892) | (12,544,069) | (37,133) | ||
Ending balance, shares at Jun. 30, 2021 | 159,610 | 168,482,335 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 80 | $ 154,832 | 8,612,683 | (23,052) | (8,916,893) | (172,350) | ||
Beginning balance, shares at Dec. 31, 2020 | 79,610 | 154,832,335 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 240 | $ 180,913 | 13,702,813 | (19,665) | (13,859,006) | 5,295 | ||
Ending balance, shares at Dec. 31, 2021 | 240,080 | 180,913,582 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 80 | $ 157,782 | 9,054,733 | (21,869) | (9,338,755) | (148,029) | ||
Beginning balance, shares at Mar. 31, 2021 | 79,610 | 157,782,335 | ||||||
Net loss | (3,205,314) | (3,205,314) | ||||||
Non-controlling interest, net income (loss) | 14,977 | 14,977 | ||||||
Issuance of Series C Preferred Stock | $ 90 | 339,570 | 339,660 | |||||
Issuance of Series C Preferred Stock, shares | 90,000 | |||||||
Conversion of Series C Preferred to common stock | $ (10) | $ 300 | (290) | |||||
Conversion of Series C Preferred to Common stock, shares | (10,000) | 300,000 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 160 | $ 168,482 | 12,345,186 | (6,892) | (12,544,069) | (37,133) | ||
Ending balance, shares at Jun. 30, 2021 | 159,610 | 168,482,335 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 240 | $ 180,913 | 13,702,813 | (19,665) | (13,859,006) | 5,295 | ||
Beginning balance, shares at Dec. 31, 2021 | 240,080 | 180,913,582 | ||||||
Net loss | (150,205) | (150,205) | ||||||
Non-controlling interest, net income (loss) | (2,889) | (2,889) | ||||||
Stock based compensation | 5,170 | 5,170 | ||||||
Issuance of Series C Preferred Stock | 5 | 4,995 | 5,000 | |||||
Conversion of Series C Preferred to common stock | (100) | 3,000 | (2,900) | |||||
Ending balance, value at Mar. 31, 2022 | $ 145 | $ 183,913 | 13,710,078 | (22,554) | (14,009,211) | (137,629) | ||
Ending balance, shares at Mar. 31, 2022 | 145,080 | 183,913,582 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 240 | $ 180,913 | 13,702,813 | (19,665) | (13,859,006) | 5,295 | ||
Beginning balance, shares at Dec. 31, 2021 | 240,080 | 180,913,582 | ||||||
Net loss | (556,844) | |||||||
Issuance of Series C Preferred Stock, shares | 5,000 | |||||||
Conversion of Series C Preferred to Common stock, shares | (100,000) | 3,000,000 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 145 | $ 185,520 | 13,881,508 | (3,135) | (14,415,850) | (351,812) | ||
Ending balance, shares at Jun. 30, 2022 | 145,080 | 185,520,582 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 145 | $ 183,913 | 13,710,078 | (22,554) | (14,009,211) | (137,629) | ||
Beginning balance, shares at Mar. 31, 2022 | 145,080 | 183,913,582 | ||||||
Net loss | (406,639) | (406,639) | ||||||
Non-controlling interest, net income (loss) | 19,419 | 19,419 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 145 | $ 185,520 | $ 13,881,508 | $ (3,135) | $ (14,415,850) | $ (351,812) | ||
Ending balance, shares at Jun. 30, 2022 | 145,080 | 185,520,582 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (540,314) | $ (3,611,016) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,053 | 3,543 |
Changes in operating assets and liabilities: | ||
Other assets | (19,744) | (109) |
Accounts receivable | (2,189) | (4,786) |
Account receivable-other | (5,586) | (60,008) |
Inventory | (11,563) | (4,238) |
Accounts payable | 31,693 | (8,843) |
Accrued liabilities | 21,163 | (370) |
Net cash used in operating activities | (347,280) | (204,594) |
Cash flows from investing activities: | ||
Purchase of fixed assets | 0 | (1,910) |
Net cash used in financing activities | 0 | (1,910) |
Cash flows from financing activities: | ||
Proceeds from convertible notes | 480,000 | 0 |
Proceeds from the sale of common stock | 0 | 175,000 |
Proceeds from the sale of preferred stock | 5,000 | 80,000 |
Net cash provided by financing activities | 485,000 | 255,000 |
Net increase in cash and cash equivalents | 137,720 | 48,496 |
Cash and cash equivalents at beginning of period | 139,485 | 37,336 |
Cash and cash equivalents at end of period | 277,205 | 85,832 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
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 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, 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 has not re-opened that location. In June 2021, the Company consolidated its two Wyndham stores into one location to become more efficient. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. The Bari location closed in April 2020 due to the Covid-19 pandemic, briefly re-opened and has not re-opened as of the date of this Report. Such location was intended to serve as the distribution center for products for European locations, as well as to be used as a training facility for European franchises. However, this initiative has been severely curtailed due to the onset and lingering impact of Covid -19 in Europe. In June 2021 and November 2021 the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively. Due to the onset of Covid-19 the Company has temporarily waived any franchise fees at both locations so that the franchisees could establish operations at each of those locations. 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 has had 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 we believe, the US’s response to the pandemic has significantly affected 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. Except for our Bari location which remains closed, our US locations are now open and are operating at near pre-Covid revenue levels. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“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. 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, 2021, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2022. 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 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 receivables 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 June 30, 2022, and December 31, 2021, our trade receivable amounted to $ 15,089 12,900 0 Other Receivables Other receivables are comprised of three components, a receivable from a franchisee, and a receivable from the government for Employee Retention Credits (“ERC”) and Value Added Tax at the Company’s Bari location in Italy. ERC Credits The purpose of the ERC is to encourage employers to keep employees on the payroll, even if they are not working during the covered period due to the effects of the coronavirus outbreak. The updated ERC provides a refundable credit of up to $5,000 for each full-time equivalent employee a company retained from March 13, 2020, to December 31, 2020, and up to $14,000 for each retained employee from January 1, 2021, to June 30, 2021. The Company qualifies as an employer if it was ordered to fully or partially shut down or if the Company’s gross receipts fell below 50% for the same quarter in 2019 (for 2020) and below 80% (for 2021). As of June 30, 2021 and December 31, 2021 the Company had ERC credits receivable of $ 27,190 41,717 Valued Added Tax (“VAT”) The Valued Added Tax (“VAT”) 4,839 Franchisee Receivable In order to assist the Company’s franchisee in California, the Company extended a $22,000 demand loan at a 1% interest rate to the franchisee. As of June 30, 2022 and December 31, 2021 the balance on the franchisee receivable was $22,000 and $-0-, respectively. 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. Revenue Recognition The Company recognizes revenue under the guidelines of ASC 606. Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue; and food and beverage product sold which is presented net of discounts, coupons, employee meals and complimentary meals. Revenue is recognized using the five step approach required under the guidelines of ASC 606. 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 June 30, 2022 and December 31, 2021, the Company cash equivalents totaled $ 277,205 139,485 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: Estimated useful lives of property 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 the Financial Accounting Standards Board (“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 December 18, 2019, 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 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 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of approximately $ 562,000 Inventory Inventory is comprised of wholesale food inventory at our retail operations in Canada and alcoholic beverages at our Bari location in Italy. Our US locations do not have liquor licenses. During the three months ended March 31, 2022 we wrote off $1,951 alcoholic beverage inventory since the Bari location had been closed since the onset of Covid in March 2020. The balance of inventory at June 30, 2022 and December 31, 2021 was $ 16,833 5,270 Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average shares of common stock 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 shares of common stock and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The Company adopted this guidance on January 1, 2022. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s financial statements and financial statement disclosures. |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND LIQUIDITY | NOTE 3 – GOING CONCERN AND LIQUIDITY As of June 30, 2022 the Company had cash on hand of $ 277,205 14,415,850 Management has concluded that 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. 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT As of June 30, 2022 and December 31, 2021, the Company had $ 4,740 5,793 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 5 – ACCRUED LIABILITIES The following table sets forth the components of the Company’s accrued liabilities on June 30, 2022 and December 31, 2021. Schedule of accrued and other liabilities June 30, December 31, Sales tax payable $ 10,849 $ 4,666 Accrued interest payable 52,406 4,363 Payroll tax liabilities 92,413 125,476 Total accrued liabilities $ 155,668 $ 134,505 The Company is in arrears on its payroll tax payments as of June 30, 2022. As of June 30, 2022 and December 31, 2021 “payroll tax liabilities” was approximately $ 53,856 43,001 |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE | NOTE 6 – PROMISSORY NOTES PAYABLE As of June 30, 2022 and December 31, 2021, we had two unsecured 8 12,171 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES As of June 30, 2022 and December 31, 2021, the outstanding principal balance of convertible notes was $ 490,000 10,000 On April 11, 2022, the Company entered into a securities purchase agreement, dated as of April 6, 2022, (the “Talos Purchase Agreement”) with Talos Victory Fund, LLC, a Delaware limited liability company (“Talos”), pursuant to which the Company issued to Talos a promissory note in the principal amount of $ 165,000 148,500 500,000 1,650,000 On April 13, 2022, the Company entered into a securities purchase agreement, dated as of April 11, 2022, (the “Blue Lake Purchase Agreement”) with Blue Lake Partners, LLC, a Delaware limited liability company (“Blue Lake”), pursuant to which the Company issued to Blue Lake a promissory note in the principal amount of $ 165,000 148,500 500,000 1,650,000 On May 13, 2022, the Company entered into a securities purchase agreement, dated as of May 11, 2022, (the “Fourth Man Purchase Agreement”) with Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued to Fourth Man a promissory note in the principal amount of $ 150,000 135,000 607,000 1,500,000 Each of the notes bear interest at 12 0.025 As a result of the above transactions, the Company recorded $ 173,037 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY Common Stock The Company has authorized 200,000,000 185,520,582 180,913,582 0.001 During the six months ended June 30, 2022, the Company issued the following shares of stock: · 3,000,000 · 1,607,000 97,453 During the year ended December 31, 2021, the Company issued the following shares of common stock: · 14,000,000 shares to its executive officers valued at $ 1,987,200 · 4,408,334 538,568 · 1,750,000 175,000 · 5,922,903 These shares were valued based on the trading price of the Company’s stock on the date of approval of the respective share issuances by the Company’s Board of Directors times the number of shares issued. Preferred Stock On December 19, 2019, the Company filed a Certificate of Designation with the State of Florida to designate 1,500,000 5,000,000 1,000,000 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 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 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 for the shares. The Board has the authorization to establish a minimum price for the conversion price of 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 by applicable 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 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 divided by the floor price of $0.10 established by the Board of Directors. The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for by applicable 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 Series C 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 June 30, 2022 and December 31, 2021 there were 145,080 240,080 1.00 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES As of December 31, 2021 the Company had three operating restaurants. The Company leases these spaces based upon the following schedules: · Kisses From Italy 9 th 990 · Kisses-Palm Sea Royal LLC based in Pompano Beach, Florida leases approximately 2,300 square feet for $3,933 per month. The Company has a one-year automatic renewal provision for this lease on May 1 st · Kisses From Italy Italia SRLS based in Bari, Italy, leases approximately 2,200 During the three months ended March 31, 2022, the Company adopted ASC 842, and based on the present value of the lease payments for the remaining average lease term of the Company’s existing leases noted above, the Company recognized $ 562,030 88,469 473,561 For the six months ended June 30, 2022 and 2021, the Company recorded rent expenses related to lease obligations of $ 68,981 53,427 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On July 26, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Lender”), pursuant to which the Company issued the Lender a promissory note in the principal amount $70,000.00 (the “Note”). The Note bears interest at a rate of 9% per annum and is due and payable on July 26, 2023. Upon an event of default under the Note, the interest increases to 22%. The Company has the right to prepay the Note in full at any time upon three trading days’ prior written notice, subject to a prepayment penalty if the Note is prepaid on or before January 22, 2023. The prepayment penalty is equal to 20% of the outstanding principal and interest under the Note for prepayment made on or before September 24, 2022, 25% of the outstanding principal and interest under the Note for prepayment made between September 25, 2022 and November 23, 2022 and 29% of the outstanding principal and interest under the Note for prepayment made between September 26, 2022 and January 22, 2023. The Note is convertible at the option of the Lender at any time after January 22, 2023 at a conversion price equal to 65% of the lowest closing bid price of the Company’s common stock on the OTCQB market or other applicable exchange during the ten trading days preceding the conversion date, provided that no such conversion may result in the Lender and its affiliates beneficially owning more than 4.99% of the then outstanding shares of the common stock of the Company. For as long as the Note is outstanding, the Company must have authorized and reserved, free of preemptive rights, six times the number of shares issuable upon full conversion of the Note (initially 25,846,153 shares), subject to the 4.99% beneficial ownership limitation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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 generally accepted accounting principles in the United States (“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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 receivables 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 June 30, 2022, and December 31, 2021, our trade receivable amounted to $ 15,089 12,900 0 |
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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under the guidelines of ASC 606. Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue; and food and beverage product sold which is presented net of discounts, coupons, employee meals and complimentary meals. Revenue is recognized using the five step approach required under the guidelines of ASC 606. |
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 June 30, 2022 and December 31, 2021, the Company cash equivalents totaled $ 277,205 139,485 |
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: Estimated useful lives of property 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 the Financial Accounting Standards Board (“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 December 18, 2019, 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 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 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of approximately $ 562,000 |
Inventory | Inventory Inventory is comprised of wholesale food inventory at our retail operations in Canada and alcoholic beverages at our Bari location in Italy. Our US locations do not have liquor licenses. During the three months ended March 31, 2022 we wrote off $1,951 alcoholic beverage inventory since the Bari location had been closed since the onset of Covid in March 2020. The balance of inventory at June 30, 2022 and December 31, 2021 was $ 16,833 5,270 |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average shares of common stock 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 shares of common stock and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The Company adopted this guidance on January 1, 2022. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s financial statements and financial statement disclosures. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other liabilities | Schedule of accrued and other liabilities June 30, December 31, Sales tax payable $ 10,849 $ 4,666 Accrued interest payable 52,406 4,363 Payroll tax liabilities 92,413 125,476 Total accrued liabilities $ 155,668 $ 134,505 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 1 – 6 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 – 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | Lesser of lease term or estimated useful life |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 15,089 | $ 12,900 |
Accounts Receivable, Allowance for Credit Loss, Current | 0 | |
Value Added Tax Receivable, Current | 4,839 | 4,839 |
Cash and cash equivalents | 277,205 | 139,485 |
Inventory | $ 16,833 | $ 5,270 |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 277,205 | $ 139,485 |
Accumulated deficit | $ 14,415,850 | $ 13,859,006 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 4,740 | $ 5,793 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 10,849 | $ 4,666 |
Accrued interest payable | 52,406 | 4,363 |
Payroll tax liabilities | 92,413 | 125,476 |
Total accrued liabilities | $ 155,668 | $ 134,505 |
ACCRUED LIABILITIES (Details Na
ACCRUED LIABILITIES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued Payroll Taxes | $ 53,856 | $ 43,001 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Line of Credit Facility, Interest Rate During Period | 8% |
Notes Payable, Current | $ 12,171 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 6 Months Ended | |||||
May 13, 2022 | Apr. 13, 2022 | Apr. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Convertible notes | $ 490,000 | $ 10,000 | ||||
Gross proceeds | $ 480,000 | $ 0 | ||||
Interest rate | 12% | |||||
Conversion price | $ 0.025 | |||||
Financing fees | $ 173,037 | |||||
Talos Victory Fund L L C [Member] | ||||||
Principal amount | $ 165,000 | |||||
Gross proceeds | $ 148,500 | |||||
Number of shares issued | 500,000 | |||||
Blue Lake Partners L L C [Member] | ||||||
Principal amount | $ 165,000 | |||||
Gross proceeds | $ 148,500 | |||||
Number of shares issued | 500,000 | |||||
Fourth Man L L C [Member] | ||||||
Principal amount | $ 150,000 | |||||
Gross proceeds | $ 135,000 | |||||
Number of shares issued | 607,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Common Stock, Shares, Outstanding | 185,520,582 | 180,913,582 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 5,170 | |||
Stock Issued During Period, Value, New Issues | $ 5,000 | $ 339,660 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares outstanding | 145,080 | 240,080 | ||
Share price | $ 1 | $ 1 | ||
Executive Officers [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 14,000,000 | |||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 1,987,200 | |||
Service Providers [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 4,408,334 | |||
Stock Issued During Period, Value, Issued for Services | $ 538,568 | |||
Accredited Investors [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,750,000 | |||
Stock Issued During Period, Value, New Issues | $ 175,000 | |||
Conversion Of Series C Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,000,000 | 5,922,903 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 6 Months Ended | |
Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | |
Right use asset noncurrent | $ 562,030 | |
Lease liabilities current | 88,469 | |
Operating Lease, Liability, Noncurrent | 473,561 | |
Rent expenses related to lease obligations | $ 68,981 | $ 53,427 |
Ft Lauderdale [Member] | ||
Rental space in sq. ft. | ft² | 990 | |
Pompano Beach [Member] | ||
Rental space in sq. ft. | ft² | 2,300 | |
Bari [Member] | ||
Rental space in sq. ft. | ft² | 2,200 |