Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jul. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52898 | |
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 | 372,920,331 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,008 | $ 24,842 |
Accounts receivable | 3,386 | 5,117 |
Inventory | 8,067 | 11,917 |
Total current assets | 13,461 | 41,876 |
Equipment not in service | 0 | 40,852 |
Other Assets | 1,092 | 2,745 |
Total assets | 14,553 | 85,473 |
Current liabilities: | ||
Accounts payable | 101,464 | 114,456 |
Accrued liabilities | 60,324 | 42,049 |
Notes payable -related party | 352,497 | 250,000 |
Convertible notes | 407,500 | 425,000 |
Total current liabilities | 921,785 | 831,505 |
Notes payable long term -related party | 0 | 102,497 |
Total liabilities | 921,785 | 934,002 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Common stock, $0.001 par value, 650,000,000 shares authorized; 372,920,331 and 336,763,187 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 372,920 | 336,763 |
Additional paid-in capital | 18,407,728 | 18,392,470 |
Accumulated deficit | (19,655,070) | (19,544,952) |
Total Kisses From Italy Stockholders' Deficit | (874,247) | (815,544) |
Non-controlling interest | (32,985) | (32,985) |
Total Stockholders' deficit | (907,232) | (848,529) |
Total liabilities and deficit | 14,553 | 85,473 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | $ 175 | $ 175 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 372,920,331 | 336,763,187 |
Common stock, shares outstanding | 372,920,331 | 336,763,187 |
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 | 175,080 | 175,080 |
Preferred stock, shares outstanding | 175,080 | 175,080 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Food sales | $ 33,119 | $ 115,460 |
Cost of goods sold | 16,495 | 58,871 |
Gross profit | 16,624 | 56,589 |
Operating expenses: | ||
Depreciation and amortization | 0 | 527 |
Stock based compensation | 0 | 206,700 |
Payroll and other expenses | 18,532 | 53,440 |
Rent | 20,777 | 32,357 |
Consulting and professional fees | 19,726 | 150,757 |
Impairment of fixed assets | 34,221 | 0 |
General and administrative | 23,718 | 87,501 |
Total operating expenses | 116,974 | 531,283 |
Income (loss) from operations | (100,350) | (474,694) |
Other income (expense) | ||
Interest (expense) | (34,868) | (243,285) |
Other income (expense) | 25,100 | 0 |
Gain (loss) on the extinguishment of debt | 0 | (168,060) |
Change in the fair value of the derivative liability | 0 | (66,342) |
Total other income (expense) | (9,768) | (477,687) |
Loss before income taxes | (110,118) | (952,381) |
Provision for income taxes (benefit) | 0 | 0 |
Net loss | (110,118) | (952,381) |
Less: net income (loss) attributable to non-controlling interests | 0 | (1,883) |
Net loss attributable to Kisses From Italy, Inc. | $ (110,118) | $ (950,498) |
Basic earnings (loss) per common share | $ 0 | $ 0 |
Diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted -weighted average number of shares outstanding: | ||
Basic | 354,841,759 | 194,550,922 |
Diluted | 354,841,759 | 194,550,922 |
Condensed Consolidated Statem_2
Condensed 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, 2022 | $ 0 | $ 0 | $ 145 | $ 189,216 | $ 13,939,053 | $ (32,985) | $ (14,706,391) | $ (610,962) |
Beginning balance, shares at Dec. 31, 2022 | 0 | 0 | 145,080 | 189,216,582 | ||||
Conversion of convertible notes and into common stock, shares | 8,552,000 | |||||||
Common stock issued for accounts payable | $ 452 | 14,598 | 15,050 | |||||
Common stock issued for accounts payable, shares | 451,952 | |||||||
Stock based compensation | $ 6,000 | 200,700 | 206,700 | |||||
Stock based compensation, shares | 6,000,000 | |||||||
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 loss | (1,883) | (1,883) | ||||||
Net loss | (950,498) | (950,498) | ||||||
Ending balance, value at Mar. 31, 2023 | $ 0 | $ 0 | $ 145 | $ 210,220 | 14,719,659 | (34,868) | (15,656,889) | (761,732) |
Ending balance, shares at Mar. 31, 2023 | 0 | 0 | 145,080 | 210,220,534 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 0 | $ 0 | $ 175 | $ 336,763 | 18,392,470 | (32,985) | (19,544,952) | (848,529) |
Beginning balance, shares at Dec. 31, 2023 | 0 | 0 | 175,080 | 336,763,187 | ||||
Conversion of convertible notes and into common stock | $ 16,889 | 2,111 | 19,000 | |||||
Conversion of convertible notes and into common stock, shares | 16,888,888 | |||||||
Issuance of shares on the Company's equity line of credit | $ 19,268 | 13,147 | 32,415 | |||||
Issuance of shares on the Company's equity line of credit, shares | 19,268,256 | |||||||
Non-controlling interest, net loss | 0 | |||||||
Net loss | (110,118) | (110,118) | ||||||
Ending balance, value at Mar. 31, 2024 | $ 0 | $ 0 | $ 175 | $ 372,920 | $ 18,407,728 | $ (32,985) | $ (19,655,070) | $ (907,232) |
Ending balance, shares at Mar. 31, 2024 | 0 | 0 | 175,080 | 372,920,331 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (110,118) | $ (952,381) |
Depreciation and amortization | 0 | 527 |
(Gain) Loss on the extinguishment of debt | 0 | 168,060 |
Stock-based compensation for services | 0 | 206,700 |
Change in the fair market value of derivative liability | 0 | 66,342 |
Impairment of fixed assets | 34,221 | 0 |
Issuance of financing commitment shares | 1,500 | 198,000 |
Sale of equipment | 6,630 | 0 |
Issuance of financing commitment warrants and exercises | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,731 | (202) |
Inventory | 3,849 | (1,141) |
Accounts payable | (12,991) | (1,007) |
Other assets | 1,653 | 0 |
Accrued liabilities | 18,276 | 24,865 |
Net cash used in operating activities | (55,249) | (290,238) |
Cash flows from financing activities: | ||
Proceed from the Company's equity line of credit | 32,415 | 0 |
Net cash provided by financing activities | 32,415 | 0 |
Net increase in cash and cash equivalents | (22,834) | (290,238) |
Cash and cash equivalents at beginning of period | 24,842 | 324,493 |
Cash and cash equivalents at end of period | 2,008 | 34,255 |
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 | 19,000 | 380,860 |
Reduction of accounts payable and accrued interest with common stock | $ 0 | $ 15,050 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (110,118) | $ (950,498) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Kisses From Italy Inc. (the “Company”) was incorporated in Florida on March 7, 2013. The Company’s accounting year-end is December 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The condensed 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 Management is actively evaluating current market conditions and exploring the possibility of relocating our operations to other areas within South Florida. This decision stems from our ongoing commitment to strategic growth and optimizing our operational footprint. The consideration to relocate is driven by several factors, including but not limited to: Market Dynamics: Analysis of market trends and opportunities suggests potential advantages in certain geographic locations within South Florida that align more closely with our strategic objectives. Operational Efficiency: Evaluating alternative locations may provide opportunities to enhance operational efficiency, reduce costs, and improve service delivery to our customers. Infrastructure and Resources: Assessing the availability of suitable infrastructure, resources, and talent pool in different areas to support our long-term growth plans. At this time it has not been considered discontinued operations in accordance with ASC 205-20 because the division has not been disposed of nor is disposal in the plan. Use of Estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 March 31, 2024, and December 31, 2023, our trade receivables amounted to $ 3,386 5,117 0 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 95% of our revenue for the years ended December 31, 2023 and December 31, 2022. 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 March 31, 2024 and December 31, 2023, the Company’s cash equivalents totaled $ 2,008 24,842 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 the condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s condensed consolidated 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 March 31, 2024 and December 31, 2023, the balance of the derivative liability was $- 0 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 0 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. The balance of inventory on March 31, 2024 and December 31, 2023 was $ 8,067 11,917 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 years ended December 31, 2023 and December 31, 2022, and for the three month period ended March 31, 2024 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 condensed consolidated financial statements and financial statement disclosures. |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND LIQUIDITY | NOTE 3 – GOING CONCERN AND LIQUIDITY As of March 31, 2024 the Company had cash on hand of $ 2,008 908,324 19,655,070 Management has concluded that these condensed consolidated 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. |
EQUIPMENT NOT IN SERVICE
EQUIPMENT NOT IN SERVICE | 3 Months Ended |
Mar. 31, 2024 | |
Equipment Not In Service | |
EQUIPMENT NOT IN SERVICE | NOTE 4 – EQUIPMENT NOT IN SERVICE As of March 31, 2024 and December 31, 2023, all of the Company fixed assets in service had been fully depreciated Also as of the March 31, 2024 and December 31, 2023 we had $- 0 40,852 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 5 – ACCRUED LIABILITIES The following table sets forth the components of the Company’s accrued liabilities on March 31, 2024 and December 31, 2023. Schedule of accrued liabilities March 31, December 31, Sales tax payable $ 2,895 $ 2,686 Accrued interest payable 57,429 39,363 Total accrued liabilities $ 60,324 $ 42,049 |
PROMISSORY NOTES PAYABLE RELATE
PROMISSORY NOTES PAYABLE RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE RELATED PARTIES | NOTE 6 – PROMISSORY NOTES PAYABLE RELATED PARTIES As of March 31, 2024 and December 31, 2023, the balance of notes payable was $ 352,497 352,497 8 250,000 58,507 43,990 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES As of March 31, 2024 and December 31, 2023, the outstanding principal balance of convertible notes was $ 407,500 425,000 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 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 warrants exercisable for 0.11 56,250 0.12 3,214 As a result of the above transactions, the Company has recorded $ 100,167 As of June 30, 2022 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 $ 110,000 100,000 500,000 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 Firstfire Warrant issued to Firstfire provides for the purchase of up to 1,000,000 0.10 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY Common Stock The Company has authorized 650,000,000 372,920,331 336,763,187 0.001 During the three months ended March 31, 2024, the Company issued the following shares of common stock: · 16,888,888 19,000 · 19,268,256 32,415 During the three months ended December 31, 2023, the Company issued the following shares of common stock: · 22,000,000 286,000 · 411,034 5,343 · 6,954,545 79,977 · 3,800,000 52,700 · 850,000 17,000 During the three months ended September 30, 2023, the Company issued the following shares of common stock: · 30,000,000 1,215,000 · 1,000,000 34,000 · 16,880,768 581,219 · 4,000,000 131,000 · 890,914 15,072 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 March 31, 2024 and December 31, 2023 there were 175,080 175,080 1.00 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 10 115,000 105,000 10,000 500,000 862,500 0.10 1,500,000 The GSC Note bears interest at a rate of 10 0.01 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”). Upon an event of default, interest on the GSC Note shall accrue at a default interest rate of 24 .01 0.005 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 The GSC Warrant provides for the purchase of up to 862,500 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. On August 22, 2023 (the “Coventry Issue Date”), the Company entered into a Securities Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC, (“Coventry”), pursuant to which the Company issued to Coventry a 10 115,000 105,000 10,000 500,000 862,500 0.10 1,500,000 The Coventry Note bears interest at a rate of 10 0.01 The Coventry 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 Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company on the Coventry 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 Act. Upon an event of default, interest on the Coventry Note shall accrue at a default interest rate of 24 .01 0.005 The Warrant provides for the purchase of up to 862,500 The Company’s sales of shares of Common Stock to Coventry under the Purchase Agreement is limited to The Company and the Buyer made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Stock Options As of March 31, 2024, there were 16,000,000 5,333,334 5,333,333 5,333,333 8.25 1,239,823 no |
NOTE 9 _ SUBSEQUENT EVENTS
NOTE 9 – SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
NOTE 9 – SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Effective as of May 3, 2024, Kisses from Italy Inc. dismissed BF Borgers CPA P.C. (“BF Borgers”) as its independent registered public accounting firm. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Company’s board of directors. BF Borgers had served as the Company’s independent auditor since 2018. BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern. During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports. During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K. The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024. Effective as of May 16, 2024, the Board of Directors of the Company unanimously approved the engagement of the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 and to During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, neither the Company nor anyone on its behalf has consulted with regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed 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 Management is actively evaluating current market conditions and exploring the possibility of relocating our operations to other areas within South Florida. This decision stems from our ongoing commitment to strategic growth and optimizing our operational footprint. The consideration to relocate is driven by several factors, including but not limited to: Market Dynamics: Analysis of market trends and opportunities suggests potential advantages in certain geographic locations within South Florida that align more closely with our strategic objectives. Operational Efficiency: Evaluating alternative locations may provide opportunities to enhance operational efficiency, reduce costs, and improve service delivery to our customers. Infrastructure and Resources: Assessing the availability of suitable infrastructure, resources, and talent pool in different areas to support our long-term growth plans. At this time it has not been considered discontinued operations in accordance with ASC 205-20 because the division has not been disposed of nor is disposal in the plan. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 March 31, 2024, and December 31, 2023, our trade receivables amounted to $ 3,386 5,117 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 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 95% of our revenue for the years ended December 31, 2023 and December 31, 2022. 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 March 31, 2024 and December 31, 2023, the Company’s cash equivalents totaled $ 2,008 24,842 |
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 the condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s condensed consolidated 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 March 31, 2024 and December 31, 2023, the balance of the derivative liability was $- 0 |
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 0 |
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. The balance of inventory on March 31, 2024 and December 31, 2023 was $ 8,067 11,917 |
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 years ended December 31, 2023 and December 31, 2022, and for the three month period ended March 31, 2024 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 condensed consolidated financial statements and financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities March 31, December 31, Sales tax payable $ 2,895 $ 2,686 Accrued interest payable 57,429 39,363 Total accrued liabilities $ 60,324 $ 42,049 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2024 | |
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 ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2022 |
Accounting Policies [Abstract] | |||
Trade receivables | $ 3,386 | $ 5,117 | |
Allowance for doubtful accounts | 0 | 0 | |
Cash and cash equivalents | 2,008 | 24,842 | |
Derivative liability | 0 | 0 | |
Right of use assets | 0 | $ 562,000 | |
Lease liabilities | 0 | $ 562,000 | |
Inventory | $ 8,067 | $ 11,917 |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash on hand | $ 2,008 | $ 24,842 |
Negative working capital | 908,324 | |
Accumulated deficit | $ 19,655,070 | $ 19,544,952 |
EQUIPMENT NOT IN SERVICE (Detai
EQUIPMENT NOT IN SERVICE (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Equipment Not In Service | ||
Equipment not in service | $ 0 | $ 40,852 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 2,895 | $ 2,686 |
Accrued interest payable | 57,429 | 39,363 |
Total accrued liabilities | $ 60,324 | $ 42,049 |
PROMISSORY NOTES PAYABLE RELA_2
PROMISSORY NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 352,497 | $ 352,497 |
Unsecured Note Payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 250,000 | |
Interest rate | 8% | |
Unsecured Note Payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 58,507 | |
Interest rate | 8% | |
Unsecured Note Payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 43,990 | |
Interest rate | 8% |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 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 | Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 21, 2023 | Feb. 13, 2023 | |
Convertible note | $ 407,500 | $ 425,000 | ||||||||||||
Financing expense | $ 100,167 | |||||||||||||
Warrant One [Member] | ||||||||||||||
Exercise price | $ 0.11 | |||||||||||||
Warrant Two [Member] | ||||||||||||||
Exercise price | $ 0.12 | |||||||||||||
Number of underwriter warrants | 56,250 | |||||||||||||
Warrant [Member] | ||||||||||||||
Financing expense | $ 3,214 | |||||||||||||
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 LLC [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 LLC [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 LLC [Member] | ||||||||||||||
Principal amount | $ 150,000 | |||||||||||||
Gross proceeds | $ 135,000 | |||||||||||||
Number of shares issued | 607,000 | |||||||||||||
Warrants purchased | 1,500,000 | |||||||||||||
Interest rate | 12% | |||||||||||||
Conversion price | $ 0.025 | |||||||||||||
Diagonal Lending [Member] | Convertible Note Agreement [Member] | ||||||||||||||
Convertible note | $ 70,000 | |||||||||||||
Interest rate | 9% | |||||||||||||
Maturity date | Jul. 26, 2023 | |||||||||||||
Jefferson Street Capital LLC [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 | |||||||||||||
Interest increases percentage | 15% | |||||||||||||
Common stock shares issued | 3,000,000 | |||||||||||||
Firstfire Global Opportunity Fund LLC [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 | |||||||||||||
Interest increases percentage | 18% |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Aug. 22, 2023 | Jul. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||||
Common stock, shares issued | 372,920,331 | 336,763,187 | |||||||
Common stock, shares outstanding | 372,920,331 | 336,763,187 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Conversion of value issued | $ 19,000 | $ 52,700 | $ 581,219 | $ 234,400 | $ 381,860 | $ 58,027 | |||
Shares issued on equity line of credit, value | 32,415 | ||||||||
Related party services value | 286,000 | 1,215,000 | 980,300 | ||||||
Number of value issued for service | 5,343 | 34,000 | 66,500 | 206,700 | |||||
Issuance of common stock as commitment fees with exercise of warrants, value | 79,977 | ||||||||
Conversion of shares issued other, value | 17,000 | ||||||||
Issuance of common stock financing commitment, shares | 1,607,000 | ||||||||
Issuance of common stock as financing commitment shares, value | 131,000 | 147,000 | 198,000 | $ 97,453 | |||||
Common stock gross proceeds | $ 15,072 | $ 50,000 | |||||||
Common stock issued for accounts payable, value | 15,050 | ||||||||
Conversion of share issued | 3,696,000 | ||||||||
Principal amount | 407,500 | $ 425,000 | |||||||
Cash proceeds | $ 450,000 | ||||||||
Options outstanding | 16,000,000 | ||||||||
Weighted average remaining life | 8 years 3 months | ||||||||
Share based compensation | $ 0 | $ 206,700 | |||||||
Strike Price 0.07 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Options outstanding | 5,333,334 | ||||||||
Strike Price 0.25 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Options outstanding | 5,333,333 | ||||||||
Strike Price 0.50 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Options outstanding | 5,333,333 | ||||||||
GSC Warrants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Purchase of warrants | 862,500 | ||||||||
Stock Options [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation | $ 1,239,823 | ||||||||
Options intrinsic value | $ 0 | ||||||||
GS Capital [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Annual interest rate | 10% | 10% | |||||||
Principal amount | $ 115,000 | ||||||||
Proceeds from promissory note | 105,000 | ||||||||
Proceeds from original issue discount | $ 10,000 | ||||||||
Shares issued | 500,000 | ||||||||
Purchase of additional shares | 862,500 | ||||||||
Exercise price per share | $ 0.10 | ||||||||
Total returnable commitment shares | 1,500,000 | ||||||||
Conversion price per share | $ 0.01 | ||||||||
Accrued default interest rate | 24% | ||||||||
GS Capital [Member] | Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion price | $ 0.01 | ||||||||
GS Capital [Member] | Minimum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion price | 0.005 | ||||||||
Coventry Enterprises [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Principal amount | $ 115,000 | ||||||||
Shares issued | 500,000 | ||||||||
Exercise price per share | $ 0.10 | ||||||||
Total returnable commitment shares | 1,500,000 | ||||||||
Conversion price per share | $ 0.01 | ||||||||
Accrued default interest rate | 10% | 10% | |||||||
Conversion price | $ 0.01 | ||||||||
Gross proceeds from promissory note | $ 105,000 | ||||||||
Proceeds from original issue discount | $ 10,000 | ||||||||
Purchase of additional shares | 862,500 | 862,500 | |||||||
Coventry Enterprises [Member] | In The Event Of Default [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Accrued default interest rate | 24% | ||||||||
Conversion price | $ 0.005 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Series B Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Series C Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, shares outstanding | 175,080 | 175,080 | |||||||
Share price | $ 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 upon conversion | 16,888,888 | 3,800,000 | 16,880,768 | 6,503,000 | 8,552,000 | ||||
Shares issued on equity line of credit, shares | 19,268,256 | ||||||||
Shares issued for related party services | 22,000,000 | 30,000,000 | 26,000,000 | ||||||
Number of shares issued for service | 411,034 | 1,000,000 | 1,750,000 | 6,000,000 | |||||
Issuance of common stock as commitment fees with exercise of warrants, shares | 6,954,545 | ||||||||
Conversion of shares issued other, shares | 850,000 | ||||||||
Issuance of common stock financing commitment, shares | 4,000,000 | 4,000,000 | 6,000,000 | ||||||
Common shares sold | 890,914 | 1,501,502 | |||||||
Common stock issued for accounts payable , shares | 451,952 |