Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55967 | |
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 | |
Entity Address, Address Line Two | 8th Street | |
Entity Address, Address Line Three | 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 295,922,080 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 55,035 | $ 324,493 |
Accounts receivable | 14,760 | 13,470 |
Other receivables | 49,190 | 49,190 |
Inventory | 12,318 | 14,359 |
Total current assets | 131,303 | 401,511 |
Property and equipment, net | 2,633 | 3,687 |
Equipment not in service | 40,852 | 40,852 |
Right of use assets | 426,104 | 473,561 |
Other Assets | 2,745 | 2,745 |
Total assets | 603,638 | 922,355 |
Current liabilities: | ||
Accounts payable | 97,510 | 86,393 |
Accrued liabilities | 108,133 | 149,393 |
Lease liability - short term | 43,661 | 45,577 |
Notes payable | 0 | 12,171 |
Convertible notes | 230,000 | 488,400 |
Derivative liability | 0 | 73,398 |
Total current liabilities | 479,304 | 855,333 |
Notes payable long term -related party | 308,507 | 250,000 |
Lease liability- long term | 382,443 | 427,984 |
Total liabilities | 1,170,254 | 1,533,317 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Common stock, $0.001 par value, 650,000,000 shares authorized; 249,975,926 and 189,216,582 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 249,976 | 189,216 |
Additional paid-in capital | 16,234,714 | 13,939,053 |
Accumulated deficit | (17,015,535) | (14,706,391) |
Total Kisses From Italy Stockholders' Deficit | (530,681) | (577,977) |
Non-controlling interest | (35,937) | (32,985) |
Total Stockholders' deficit | (566,617) | (610,962) |
Total liabilities and deficit | 603,638 | 922,355 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock, Value, Issued | $ 165 | $ 145 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 249,975,926 | 189,216,582 |
Common stock, shares outstanding | 249,975,926 | 189,216,582 |
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 | 165,080 | 145,080 |
Preferred stock, shares outstanding | 165,080 | 145,080 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Food sales | $ 61,379 | $ 112,135 | $ 176,839 | $ 209,962 |
Cost of goods sold | 29,120 | 60,769 | 87,991 | 105,945 |
Gross profit | 32,259 | 51,366 | 88,848 | 104,017 |
Operating expenses: | ||||
Depreciation and amortization | 526 | 526 | 1,053 | 1,053 |
Stock based compensation-related party | 980,300 | 0 | 980,300 | 5,170 |
Stock based compensation | 66,500 | 0 | 273,200 | 0 |
Payroll and other expenses | 39,130 | (6,288) | 92,570 | 39,545 |
Rent | 27,578 | 36,093 | 59,935 | 68,981 |
Consulting and professional fees | 74,952 | 59,748 | 225,709 | 120,852 |
General and administrative | 38,090 | 48,297 | 125,591 | 106,227 |
Total operating expenses | 1,227,075 | 138,376 | 1,758,358 | 341,828 |
Income (loss) from operations | (1,194,816) | (87,010) | (1,669,510) | (237,811) |
Other income (expense) | ||||
Interest (expense) | (304,639) | (300,211) | (547,924) | (302,504) |
Loss the extinguishment of debt | 0 | 0 | (168,060) | 0 |
Change in the fair value of the derivative liability | 139,740 | 0 | 73,398 | 0 |
Total other income (expense) | (164,899) | (300,211) | (642,586) | (302,504) |
Income (loss) before income taxes | (1,359,715) | (387,221) | (2,312,096) | (540,314) |
Provision for income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (1,359,715) | (387,221) | (2,312,096) | (540,314) |
Less: net income (loss) attributable to non-controlling interests | (1,069) | 19,419 | (2,952) | 16,530 |
Net loss attributable to Kisses From Italy, Inc. | $ (1,358,646) | $ (406,639) | $ (2,309,144) | $ (556,844) |
Basic earnings (loss) per common share | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Diluted earnings (loss) per common share | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted -weighted average number of shares outstanding: | ||||
Basic | 222,836,116 | 185,101,890 | 208,771,655 | 184,328,968 |
Diluted | 222,836,116 | 185,101,890 | 208,771,655 | 184,328,968 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' 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, 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 | ||||||
Stock based compensation | 5,170 | 5,170 | ||||||
Issuance of Series C Preferred Stock | $ 5 | 4,995 | 5,000 | |||||
Issuance of Series C Preferred Stock, shares | 5,000 | |||||||
Conversion of Series C Preferred to Common stock | $ (100) | $ 3,000 | (2,900) | |||||
Conversion of Series C Preferred to Common stock, shares | (100,000) | 3,000,000 | ||||||
Non-controlling interest, net income (loss) | (2,889) | (2,889) | ||||||
Net loss | (150,205) | |||||||
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) | |||||||
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 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 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 145 | $ 189,216 | 13,939,053 | (32,985) | (14,706,391) | (610,962) | ||
Ending balance, shares at Dec. 31, 2022 | 145,080 | 189,216,582 | ||||||
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 | ||||||
Issuance of warrants in connection with debt | 97,453 | 97,453 | ||||||
Issuance of common stock as financing commitment shares | $ 1,607 | 73,977 | 75,584 | |||||
Issuance of common stock as financing commitment shares, shares | 1,607,000 | |||||||
Non-controlling interest, net income (loss) | 19,419 | 19,419 | ||||||
Net loss | (406,639) | (406,639) | ||||||
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 Dec. 31, 2022 | $ 145 | $ 189,216 | 13,939,053 | (32,985) | (14,706,391) | (610,962) | ||
Beginning balance, shares at Dec. 31, 2022 | 145,080 | 189,216,582 | ||||||
Stock based compensation for services | $ 6,000 | 200,700 | 206,700 | |||||
Stock based compensation for services , shares | 6,000,000 | |||||||
Common stock issued for accounts payable | $ 452 | 14,598 | 15,050 | |||||
Common stock issued for accounts payable , shares | 451,952 | |||||||
Issuance of common stock as financing commitment shares | $ 6,000 | 192,000 | 198,000 | |||||
Issuance of common stock as financing commitment shares, shares | 6,000,000 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 8,552 | 373,308 | 381,860 | |||||
Conversion of convertible notes and accrued interest into common stock, shares | 8,552,000 | |||||||
Non-controlling interest, net income (loss) | (1,883) | (1,883) | ||||||
Net loss | (950,498) | (950,498) | ||||||
Ending balance, value at Mar. 31, 2023 | $ 145 | $ 210,220 | 14,719,659 | (34,868) | (15,656,889) | (761,732) | ||
Ending balance, shares at Mar. 31, 2023 | 145,080 | 210,220,534 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 145 | $ 189,216 | 13,939,053 | (32,985) | (14,706,391) | (610,962) | ||
Beginning balance, shares at Dec. 31, 2022 | 145,080 | 189,216,582 | ||||||
Net loss | (2,309,144) | |||||||
Ending balance, value at Jun. 30, 2023 | $ 165 | $ 249,976 | 16,234,714 | (35,937) | (17,015,535) | (566,617) | ||
Ending balance, shares at Jun. 30, 2023 | 165,080 | 249,975,926 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 145 | $ 210,220 | 14,719,659 | (34,868) | (15,656,889) | (761,732) | ||
Beginning balance, shares at Mar. 31, 2023 | 145,080 | 210,220,534 | ||||||
Stock based compensation for services | $ 1,750 | 64,750 | 66,500 | |||||
Stock based compensation for services , shares | 1,750,000 | |||||||
Issuance of warrants for financing | 56,630 | 56,630 | ||||||
Stock based compensation for- services related party | $ 26,000 | 954,300 | 980,300 | |||||
Stock based compensation for- services related party, shares | 26,000,000 | |||||||
Issuance of common stock as financing commitment shares | $ 4,000 | 143,000 | 147,000 | |||||
Issuance of common stock as financing commitment shares, shares | 4,000,000 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 6,504 | 227,896 | 234,400 | |||||
Conversion of convertible notes and accrued interest into common stock, shares | 6,503,890 | |||||||
Sale of common shares pursuant to the Company's equity line of credit | $ 1,502 | 48,499 | 50,001 | |||||
Sale of common shares pursuant to the Company's equity line of credit, shares | 1,501,502 | |||||||
Issuance of preferred shares to pay accrued interest | $ 20 | 19,980 | 20,000 | |||||
Issuance of preferred shares to pay accrued interest, shares | 20,000 | |||||||
Non-controlling interest, net income (loss) | (1,069) | (1,069) | ||||||
Net loss | (1,358,646) | (1,358,646) | ||||||
Ending balance, value at Jun. 30, 2023 | $ 165 | $ 249,976 | $ 16,234,714 | $ (35,937) | $ (17,015,535) | $ (566,617) | ||
Ending balance, shares at Jun. 30, 2023 | 165,080 | 249,975,926 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities of continuing operations: | ||
Net loss | $ (2,312,096) | $ (540,314) |
Depreciation and amortization | 1,053 | 1,053 |
Loss on the extinguishment of debt | 168,060 | 5,170 |
Stock-based compensation for services | 1,253,500 | 0 |
Change in the fair market value of derivative liability | (139,740) | 0 |
Issuance of financing commitment shares | 345,000 | 75,584 |
Issuance of financing commitment warrants | 56,630 | 97,453 |
Changes in operating assets and liabilities: | ||
Other assets | 0 | (19,744) |
Accounts receivable | (1,290) | (2,189) |
Account receivable-other | 0 | (5,586) |
Inventory | 2,041 | (11,563) |
Accounts payable | 46,167 | 31,693 |
Accrued liabilities | 64,882 | 21,163 |
Net cash (used in) operating activities | (515,794) | (347,280) |
Cash flows from investing activities: | ||
Purchase of fixed assets | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from equity line | 50,000 | 0 |
Proceeds from notes payable | 58,507 | 0 |
Repayment of notes payable | (12,171) | 0 |
Proceeds from convertible notes | 220,000 | 480,000 |
Repayment of convertible notes | (70,000) | 0 |
Proceeds from the sale of preferred stock | 0 | 5,000 |
Net cash provided by financing activities | 246,335 | 485,000 |
Net (decrease) increase in cash and cash equivalents | (269,458) | 137,720 |
Cash and cash equivalents at beginning of period | 324,493 | 139,485 |
Cash and cash equivalents at end of period | 55,035 | 277,205 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of convertible notes and accrued interest into common stock | 616,260 | 0 |
Reduction of accounts payable with common stock and treasury stock | $ 35,050 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
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 were 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 a location was intended to serve as the distribution center for future 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. Since 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. During the first quarter of 2023 the Company began transitioning its business model. In light of the Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli’ which will be wholly owned by Kisses From Italy and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart. Most recently, a redevelopment clause was invoked on the Company’s Wyndham Palm Aire lease location and the Company made the decision to close its operations there and began looking for a new location in South Florida. As of June 30, 2023 the Company was no longer operating at the Pompano Beach Wyndham Palm Aire location and had one remaining corporate owned restaurant open in Ft. Lauderdale Florida. The Company is currently scouting locations in the New York City area for the opening of its first location under the new brand. 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, 2023 | |
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 for 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, 2022, filed as part of the Company’s Annual Report on Form 10-K with the SEC on June 30, 2023. 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, 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 the 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, 2023, and December 31, 2022, our trade receivables amounted to $ 14,760 13,470 0 Other Receivables Other receivables are comprised of two components, a receivable from a franchisee, and a receivable from the government for Employee Retention Credits (“ERC”). 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, 2023 and December 31, 2022 the Company had ERC credits receivable of $ 27,190 27,190 Valued Added Tax (“VAT”) The Valued Added Tax (“VAT”) 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 June 30, 2023 and December 31, 2022, respectively, the Company had a VAT net receivable from its Bari location amounting to $- 0 0 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, 2023 and December 31, 2022 the balance on the franchisee receivable was $ 22,000 22,000 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 occurs. 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 products 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: 1. Identify the contract with the client, 2. Identify the performance obligations in the contract, 3. Determine the transaction price, 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenues when or as the Company satisfies a performance obligation At the corporate owned restaurants all five steps of revenue recognition occur almost simultaneously. The customer orders food from a menu, it is prepared, delivered to the customer who then pays for the food order at the cash register. Our restaurant business represented approximately 90-95% of our revenue for the year ended December 31, 2022 and six months ended June 30, 2023. For our branded retail products goods sold in Canada, the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes to the retailer, the Company has met its performance obligation and recognizes revenue. Non-controlling interest A 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, 2023 and December 31, 2022, the Company’s cash equivalents totaled $ 55,035 324,493 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 the results of operations. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property Computers, software, and office equipment 1 6 Machinery and equipment 3 5 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”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05,“Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of June 30, 2023 and December 31, 2022, the balance of the derivative liability was $- 0 73,398 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 related solely to operating leases at our store locations. 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. The value of the food at our US locations is very minimal at any one time and is charged to cost of sales as soon as it arrives at the store. Our US locations do not have liquor licenses. During the three months ended June 30, 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 on June 30, 2023 and December 31, 2022 was $$ 12,318 14,359 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. Due to the Company’s net losses for the six months ended June 30, 2023 and June 30, 2022, all of its outstanding stock options, warrants, and shares issuable if convertible notes or Preferred C shares was converted to common stock; are all considered anti-dilutive. The number of these anti-dilutive equivalents was not calculated and are excluded from the calculation of net loss per share. 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND LIQUIDITY | NOTE 3 – GOING CONCERN AND LIQUIDITY As of June 30, 2023 the Company had cash on hand of $ 55,035 348,000 17,015,535 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, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT As of June 30, 2023 and December 31, 2022, the Company had $ 2,633 3,687 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022. Schedule of accrued liabilities June 30, December 31, Sales tax payable $ 2,685 $ 3,957 Accrued interest payable 7,649 50,330 Payroll tax liabilities 97,799 95,106 Total accrued liabilities $ 108,133 $ 149,393 The Company is in arrears on its payroll tax payments as of June 30, 2023. As of June 30, 2023 the “payroll tax liabilities” were comprised of approximately $ 49,791 48,008 |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE | NOTE 6 – PROMISSORY NOTES PAYABLE As of June 30, 2023 and December 31, 2022, the balance of notes payable was $ 308,057 262,171 8 250,000 58,507 July 13, 2024 April 3, 2023 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES As of June 30, 2023 and December 31, 2022, the outstanding principal balance of convertible notes was $ 230,000 488,400 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 0.10 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 0.10 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 Using the Black Scholes model, the Company recording a financing expense of $ 97,453 4,800,000 During the three months ended September 30, 2022, the Company granted an underwriter 162,000 0.11 56,250 5 0.12 3,214 As a result of the above transactions, the Company has recorded $ 100,167 As of June 30, 202 the Talos Note, Blue Lake Note and the Fourth Man Note had converted their convertible notes to equity and no balance or accrued interest was due to these lenders. On July 26, 2022 the Company entered into a $ 70,000 9 July 26, 2023 On January 23, 2023 the Company paid off this $ 70,000 3,863 20,000 93,863 70,000 On May 24, 2022, the Company, entered into a Securities Purchase Agreement (the “ JSC Purchase Agreement”) with Jefferson Street Capital LLC, a New Jersey limited liability company (“JSC”), pursuant to which the Company issued to JSC a promissory note in the principal amount of $ 110,000.00 100,000.00 500,000 1,000,000 The JSC Note bears interest at a rate of 10 15 The JSC Note is convertible at a fixed conversion price of $ 0.01 The JSC Warrant provides for the purchase of up to 1,000,000 0.10 On June 6, 2023, but effective on June 12, 2023, the Company, entered into a Securities Purchase Agreement (the “Firstfire Purchase Agreement”) with Firstfire Global Opportunity Fund, LLC, a Delaware limited liability company (“Firstfire”), pursuant to which the Company issued to Firstfire a promissory note in the principal amount of $ 110,000 100,000 500,000 1,000,000 The Firstfire Note bears interest at a rate of 10 18 The Firstfire Note is convertible at the option of Firstfire, at any time at a fixed conversion price of $ 0.01 The Warrant issued to provides for the purchase of up to 1,000,000 Warrant Shares”) at an exercise price of $ 0.10 Warrant is exercisable commencing on the date of issuance and ending on the five-year anniversary of the date of issuance. The Firstfire Warrant may be exercised on a cashless basis, and the number of Firstfire Warrant Shares is subject to customary adjustments. The Company’s sales of shares of common stock to Firstfire under the Firstfire Transaction Documents are limited to On June 16, 2023 the Company paid off its $ 70,000 20,067 On June 21, 2023, the Company entered into an amendment (the “Amendment”) to the JSC Warrant with JSC, pursuant to which the parties provided that any stock issuances to MacRab LLC, officers, directors, vendors, and suppliers of the Company in satisfaction of amounts owed to such parties, would not result in an adjustment to the exercise price. In consideration for the Amendment, the Company issued 3,000,000 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY Common Stock The Company has authorized 300,000,000 shares of common stock. On June 30, 2023 and December 31, 2022, there were 249,975,926 189,216,582 0.001 During the three months ended June 30, 2023, the Company issued the following shares of common stock: · 26,000,000 980,300 · 1,750,000 66,500 · 6,503,000 234,400 · 4,000,000 147,000 · 1,501,502 50,000 During the three months ended March 31, 2023, the Company issued the following shares of common stock: · 6,000,000 206,700 · 6,000,000 198,000 · 8,552,000 381,860 · 451,952 15,050 During the year ended December 31, 2022, the Company issued the following shares of stock: · 3,000,000 · 1,607,000 97,453 · 3,696,000 58,027 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 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, 2023 and December 31, 2022 there were 165,080 145,080 1.00 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity The following table reflects all outstanding and exercisable warrants on June 30, 2023 and December 31, 2022. All warrants are exercisable for a period of three to five years from the date of issuance: Schedule of warrant activity Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) Balance January 1, 2021 – $ – – Warrants issued – – – Warrants exercised – – – Warrants forfeited – – – December 31, 2021 – $ – – Warrants issued 5,018,000 $ 0.10 – Warrants exercised – – – Warrants forfeited – – – Balance December 31, 2022 5,018,000 $ 0.10055 Warrants issued – $ – – Warrants exercised 2,080,000 .10 – Warrants forfeited – – – Balance June 30, 2023 7,098,000 $ 0.10055 4.50 As of June 30, 2023 the outstanding stock purchase warrants had an aggregate intrinsic value of $ 0 Stock Options As of June 30, 2023 there were 16,000,000 5,333,334 5,333,333 5,333,333 8.25 1,239,823 no no |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES As of June 30, 2023 the Company had two operating restaurants. The Company leases these spaces based upon the following schedules: · Kisses From Italy 9 th 990 3,273 5,857 · Kisses-Palm Sea Royal LLC based in Pompano Beach, Florida leases approximately 2,300 3,933 st · Kisses From Italy Italia SRLS based in Bari, Italy, leases approximately 2,200 During the three months ended March 31, 2023, 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, 2023 and 2022, the Company recorded rent expenses related to lease obligations of $ 32,357 32,888 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On July 11, 2023 (the “Issue Date”), the Company, entered into a Securities Purchase Agreement (the “ GSC Purchase Agreement”) with GS Capital Partners, LLC, (“GSC”), pursuant to which the Company issued to GSC a 10% promissory note in the principal amount of $115,000.00 (the “GSC Note”). The Company received $105,000.00 gross proceeds from GSC due to the original issue discount on the GSC Note of $10,000. In connection with the execution and delivery of the GSC Purchase Agreement and the issuance of the GSC Note, the Company issued to GSC 500,000 commitment shares (the “GSC Commitment Shares”) and a warrant to purchase an additional 862,500 shares of common stock of the Company (the “GSC Warrant”) at an exercise price of $0.10 per share (the “GSC Exercise Price”). In addition to the Commitment Shares, the Company issued 1,500,000 returnable shares to GSC (the “Returnable Shares”), which are held in book-entry and returnable to the Company by GSC unless there is an uncured default during the 12-month term of the GSC Note. The GSC Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11, 2024. Interest on the GSC Note is payable in shares of the Company’s common stock (the “Common Stock”) commencing on the Issue Date. The Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days. The GSC Note can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the GSC Note or any other note issued to GSC by the Company, (ii) if a majority of the members of the board of directors of the Company on the Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Securities Act of 1933, as amended (the “Act”) The parties agree that while any principal amount, interest or fees, or expenses are still outstanding under the GSC Note, the Company will not enter into any public or private offering of its securities in which the Company receives cash proceeds in the aggregate of more than $450,000 with another investor or investor that establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights and benefits established in favor of GSC. The GSC Warrant provides for the purchase of up to 862,500 shares of the Common Stock (the “GSC Warrant Shares”) at the GSC Exercise Price and is exercisable at any time on or after the Issue Date and terminating on the five-year anniversary of the Issue Date. The GSC Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the GSC Warrant Shares is effective at the time of exercise, entitling GSC to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which GSC elects to a cashless exercise of the GSC Warrant at the GSC Exercise Price, as adjusted. The Company’s sales of shares of Common Stock to GSC under the GSC Purchase Agreement is limited to The Company and GSC made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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. |
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 for 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, 2022, filed as part of the Company’s Annual Report on Form 10-K with the SEC on June 30, 2023. |
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, 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 the 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, 2023, and December 31, 2022, our trade receivables amounted to $ 14,760 13,470 0 |
Other Receivables | Other Receivables Other receivables are comprised of two components, a receivable from a franchisee, and a receivable from the government for Employee Retention Credits (“ERC”). |
ERC Credits | 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, 2023 and December 31, 2022 the Company had ERC credits receivable of $ 27,190 27,190 |
Valued Added Tax (“VAT”) | Valued Added Tax (“VAT”) The Valued Added Tax (“VAT”) 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 June 30, 2023 and December 31, 2022, respectively, the Company had a VAT net receivable from its Bari location amounting to $- 0 0 |
Franchisee Receivable | 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, 2023 and December 31, 2022 the balance on the franchisee receivable was $ 22,000 22,000 |
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 occurs. |
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 products 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: 1. Identify the contract with the client, 2. Identify the performance obligations in the contract, 3. Determine the transaction price, 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenues when or as the Company satisfies a performance obligation At the corporate owned restaurants all five steps of revenue recognition occur almost simultaneously. The customer orders food from a menu, it is prepared, delivered to the customer who then pays for the food order at the cash register. Our restaurant business represented approximately 90-95% of our revenue for the year ended December 31, 2022 and six months ended June 30, 2023. For our branded retail products goods sold in Canada, the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes to the retailer, the Company has met its performance obligation and recognizes revenue. |
Non-controlling interest | Non-controlling interest A 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, 2023 and December 31, 2022, the Company’s cash equivalents totaled $ 55,035 324,493 |
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 the results of operations. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property Computers, software, and office equipment 1 6 Machinery and equipment 3 5 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”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05,“Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of June 30, 2023 and December 31, 2022, the balance of the derivative liability was $- 0 73,398 |
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 related solely to operating leases at our store locations. 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. The value of the food at our US locations is very minimal at any one time and is charged to cost of sales as soon as it arrives at the store. Our US locations do not have liquor licenses. During the three months ended June 30, 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 on June 30, 2023 and December 31, 2022 was $$ 12,318 14,359 |
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. Due to the Company’s net losses for the six months ended June 30, 2023 and June 30, 2022, all of its outstanding stock options, warrants, and shares issuable if convertible notes or Preferred C shares was converted to common stock; are all considered anti-dilutive. The number of these anti-dilutive equivalents was not calculated and are excluded from the calculation of net loss per share. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property | Schedule of estimated useful lives of property Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities June 30, December 31, Sales tax payable $ 2,685 $ 3,957 Accrued interest payable 7,649 50,330 Payroll tax liabilities 97,799 95,106 Total accrued liabilities $ 108,133 $ 149,393 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) Balance January 1, 2021 – $ – – Warrants issued – – – Warrants exercised – – – Warrants forfeited – – – December 31, 2021 – $ – – Warrants issued 5,018,000 $ 0.10 – Warrants exercised – – – Warrants forfeited – – – Balance December 31, 2022 5,018,000 $ 0.10055 Warrants issued – $ – – Warrants exercised 2,080,000 .10 – Warrants forfeited – – – Balance June 30, 2023 7,098,000 $ 0.10055 4.50 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 1 year |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 6 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 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_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 14,760 | $ 13,470 |
Allowance for doubtful accounts | 0 | 0 |
Employee retention credit receivable | 27,190 | 27,190 |
VAT net receivable | 0 | 0 |
Franchisee receivable | 22,000 | 22,000 |
Cash and cash equivalents | 55,035 | 324,493 |
Derivative liability | 0 | 73,398 |
Right of use operating assets | 562,000 | |
Right of use operating lease liabilities | 562,000 | |
Inventory | $ 12,318 | $ 14,359 |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash on hand | $ 55,035 | $ 324,493 |
Working capital | 348,000 | |
Accumulated deficit | $ 17,015,535 | $ 14,706,391 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 2,633 | $ 3,687 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 2,685 | $ 3,957 |
Accrued interest payable | 7,649 | 50,330 |
Payroll tax liabilities | 97,799 | 95,106 |
Total accrued liabilities | $ 108,133 | $ 149,393 |
ACCRUED LIABILITIES (Details Na
ACCRUED LIABILITIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | $ 49,791 |
Interest and penalties | $ 48,008 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 308,057 | $ 262,171 |
Unsecured Note Payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 250,000 | |
Interest rate | 8% | |
Notes payable | Jul. 13, 2024 | |
Unsecured Note Payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 58,507 | |
Interest rate | 8% | |
Notes payable | Apr. 03, 2023 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 16, 2023 | Jun. 06, 2023 | Jan. 23, 2023 | Jul. 26, 2022 | May 24, 2022 | May 13, 2022 | Apr. 13, 2022 | Apr. 11, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 21, 2023 | Feb. 13, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible note | $ 230,000 | $ 488,400 | ||||||||||||||
Gross proceeds | $ 220,000 | $ 480,000 | ||||||||||||||
Exercise price | $ 0.10055 | $ 0.10055 | $ 0 | $ 0 | ||||||||||||
Interest rate | 12% | |||||||||||||||
Conversion price | $ 0.025 | |||||||||||||||
Financing expense | $ 100,167 | |||||||||||||||
Repayment of convertible note | $ 70,000 | $ 0 | ||||||||||||||
Warrant One [Member] | ||||||||||||||||
Exercise price | $ 0.11 | |||||||||||||||
Financing expense | $ 3,214 | |||||||||||||||
Number of underwriter warrants | 162,000 | |||||||||||||||
Warrant Two [Member] | ||||||||||||||||
Exercise price | $ 0.12 | |||||||||||||||
Number of underwriter warrants | 56,250 | |||||||||||||||
Warrants exercisable term | 5 years | |||||||||||||||
Talos Note Blue Lake Note And Fourth Man Note [Member] | ||||||||||||||||
Financing expense | $ 97,453 | |||||||||||||||
Warrants issued, shares | 4,800,000 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Convertible note | $ 70,000 | |||||||||||||||
Convertible debt paid | $ 70,000 | $ 70,000 | ||||||||||||||
Interest paid | $ 20,067 | 3,863 | ||||||||||||||
Payment of prepayment penalty | 20,000 | |||||||||||||||
Repayment of convertible note | $ 93,863 | |||||||||||||||
Talos Victory Fund L L C [Member] | ||||||||||||||||
Principal amount | $ 165,000 | |||||||||||||||
Gross proceeds | $ 148,500 | |||||||||||||||
Number of shares issued | 500,000 | |||||||||||||||
Warrants purchased | 1,650,000 | |||||||||||||||
Exercise price | $ 0.10 | |||||||||||||||
Blue Lake Partners L L C [Member] | ||||||||||||||||
Principal amount | $ 165,000 | |||||||||||||||
Gross proceeds | $ 148,500 | |||||||||||||||
Number of shares issued | 500,000 | |||||||||||||||
Warrants purchased | 1,650,000 | |||||||||||||||
Exercise price | $ 0.10 | |||||||||||||||
Fourth Man L L C [Member] | ||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||
Gross proceeds | $ 135,000 | |||||||||||||||
Number of shares issued | 607,000 | |||||||||||||||
Warrants purchased | 1,500,000 | |||||||||||||||
Diagonal Lending [Member] | Convertible Note Agreement [Member] | ||||||||||||||||
Convertible note | $ 70,000 | |||||||||||||||
Interest rate | 9% | |||||||||||||||
Maturity date | Jul. 26, 2023 | |||||||||||||||
Jefferson Street Capital L L C [Member] | ||||||||||||||||
Principal amount | $ 110,000 | |||||||||||||||
Gross proceeds | $ 100,000 | |||||||||||||||
Number of shares issued | 500,000 | |||||||||||||||
Warrants purchased | 1,000,000 | |||||||||||||||
Exercise price | $ 0.10 | |||||||||||||||
Interest rate | 10% | |||||||||||||||
Conversion price | $ 0.01 | |||||||||||||||
Intreast increase percentage | 15% | |||||||||||||||
Common stock shares issued | 3,000,000 | |||||||||||||||
Firstfire Global Opportunity Fund L L C [Member] | ||||||||||||||||
Principal amount | $ 110,000 | |||||||||||||||
Gross proceeds | $ 100,000 | |||||||||||||||
Number of shares issued | 500,000 | |||||||||||||||
Warrants purchased | 1,000,000 | |||||||||||||||
Exercise price | $ 0.10 | |||||||||||||||
Interest rate | 10% | |||||||||||||||
Conversion price | $ 0.01 | |||||||||||||||
Intreast increase percentage | 18% |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of warrants outstanding at beginning balance | 5,018,000 | 0 | 0 |
Weighted average exercise price at beginning | $ 0.10055 | $ 0 | $ 0 |
Number of warrants outstanding, issued | 0 | 5,018,000 | 0 |
Weighted avergae exercise price, issued | $ 0 | $ 0.10 | $ 0 |
Number of warrants outstanding, exercised | 2,080,000 | 0 | 0 |
Weighted avergae exercise price, exercised | $ 0.10 | $ 0 | $ 0 |
Number of warrants outstanding, forfeited | 0 | 0 | 0 |
Weighted avergae exercise price, forfeited | $ 0 | $ 0 | $ 0 |
Number of warrants outstanding at ending balance | 7,098,000 | 5,018,000 | 0 |
Weighted average exercise price at ending | $ 0.10055 | $ 0.10055 | $ 0 |
Weighted average remaining contractual life at ending | 4 years 6 months |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares issued | 249,975,926 | 249,975,926 | 189,216,582 | |||||
Common stock, shares outstanding | 249,975,926 | 249,975,926 | 189,216,582 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Related party services value | $ 980,300 | |||||||
Number of value issued for service | 66,500 | $ 206,700 | ||||||
Conversion of shares issued | 3,696,000 | |||||||
Conversion of value issued | 234,400 | 381,860 | $ 58,027 | |||||
Issuance of common stock as financing commitment shares, value | 147,000 | 198,000 | $ 97,453 | |||||
Common stock gross proceeds | 50,000 | $ 50,000 | $ 0 | |||||
Common stock issued for accounts payable, value | $ 15,050 | |||||||
Aggregate intrinsic value | $ 0 | $ 0 | ||||||
Options outstanding | 16,000,000 | 16,000,000 | ||||||
Weighted average remaining life | 8 years 3 months | |||||||
Share based compensation | $ 66,500 | $ 0 | $ 273,200 | 0 | ||||
Stock Options [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share based compensation | $ 1,239,823 | |||||||
Stock option issuances | 0 | |||||||
Options intrinsic value | $ 0 | $ 0 | ||||||
Strike Price 07 [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Options outstanding | 5,333,334 | 5,333,334 | ||||||
Strike Price 025 [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Options outstanding | 5,333,333 | 5,333,333 | ||||||
Strike Price 05 [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Options outstanding | 5,333,333 | 5,333,333 | ||||||
Series A Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Series B Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Series C Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares outstanding | 165,080 | 165,080 | 145,080 | |||||
Share price | $ 1 | $ 1 | $ 1 | |||||
Conversion Of Series C Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued upon conversion | 3,000,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued for related party services | 26,000,000 | |||||||
Related party services value | $ 26,000 | |||||||
Number of shares issued for service | 1,750,000 | 6,000,000 | ||||||
Number of value issued for service | $ 1,750 | $ 6,000 | ||||||
Conversion of shares issued | 6,503,000 | 8,552,000 | ||||||
Issuance of common stock as financing commitment shares, shares | 4,000,000 | 6,000,000 | 1,607,000 | |||||
Common shares sold | 1,501,502 | |||||||
Common stock issued for accounts payable , shares | 451,952 | |||||||
Shares issued upon conversion | 3,000,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 6 Months Ended | ||||
May 01, 2021 USD ($) | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Rent increased per month | $ 5,857 | ||||
Right use asset noncurrent | $ 562,030 | ||||
Current lease liabilities | 88,469 | ||||
Noncurrent lease liabilities | $ 382,443 | $ 473,561 | $ 427,984 | ||
Operating lease, rent expense | $ 32,357 | $ 32,888 | |||
Ft Lauderdale [Member] | |||||
Rental space in sq. ft. | ft² | 990 | ||||
Leases paid per month | $ 3,273 | ||||
Pompano Beach [Member] | |||||
Rental space in sq. ft. | ft² | 2,300 | ||||
Leases paid per month | $ 3,933 | ||||
Bari [Member] | |||||
Rental space in sq. ft. | ft² | 2,200 |