Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TEO Foods Inc. | |
Entity Central Index Key | 0001612188 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity an Emerging Growth Company? | true | |
Is Entity a Small Business? | true | |
Entity Ex Transition Period | false | |
Is Entity's Reporting Status Current? | Yes | |
Entity Shell Company | false | |
Entity File Number | 333-226801 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,872,245 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and Cash Equivalents | $ 13,618 | $ 27,539 |
Accounts receivables, net | 28,860 | 28,591 |
License and royalty income receivable | 6,096 | 7,957 |
Inventories, net | 7,087 | 13,386 |
Taxes receivable, net | 16,701 | 96,321 |
Prepaid and Other Assets | 13,301 | 13,301 |
Total Current Assets | 85,663 | 187,095 |
Property and equipment , net | 48,700 | 51,456 |
Royalty Agreement | 31,929 | 31,929 |
Total assets | 166,292 | 270,480 |
Current liabilities | ||
Accounts payable and accrued expenses | 108,251 | 934,483 |
License Fee Payable - Related Party | 632,733 | 634,733 |
Notes Payable | 100,000 | 100,000 |
Convertible notes payable - current portion | 220,000 | 220,000 |
Total Current Liabilities | 1,060,984 | 1,889,216 |
TOTAL LIABILITIES | 1,060,984 | 1,889,216 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 9,022,900 shares issued and outstanding | 9,023 | 9,023 |
Common stock , $0.001 par value, 490,000,000 shares authorized, 12,872,245 and 12,622,245 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 12,873 | 12,623 |
Additional Paid In Capital | 1,096,891 | 277,229 |
Accumulated Deficit | (2,021,225) | (1,917,183) |
Other Comprehensive Income | 7,746 | (428) |
Total stockholders' deficit | (894,692) | (1,618,736) |
Total liabilities and stockholders' deficit | $ 166,292 | $ 270,480 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' equity (deficit): | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares, authorized | 10,000,000 | 10,000,000 |
Preferred stock shares, issued | 9,022,900 | 9,022,900 |
Preferred stock shares, outstanding | 9,022,900 | 9,022,900 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares, authorized | 490,000,000 | 490,000,000 |
Common stock shares, issued | 12,872,245 | 12,622,245 |
Common stock shares, outstanding | 12,872,245 | 12,622,245 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Unaudited Statements Of Operations | ||
Sales | $ 10,050 | $ 191,841 |
Cost of sales | (3,494) | (169,513) |
Gross profit | 6,556 | 22,328 |
Operating expenses | ||
Payroll | 11,224 | 115,789 |
General and administrative expenses | 9,326 | 29,686 |
Rent and Lease | 41,138 | 22,325 |
Professional Fees | 45,000 | 8,288 |
Advertising and Marketing | 0 | 1,003 |
Depreciation | 2,334 | 5,663 |
Total Operating Expenses | 109,022 | 182,754 |
Operating loss | (102,466) | (160,426) |
Other Income (Expense) | ||
Licensing and royalty income | 6,095 | 0 |
Other income | (967) | 20,699 |
Interest Expenses | (6,704) | (6,423) |
Total other (loss) income | (1,576) | 14,276 |
Net (loss) income before income taxes | (104,042) | (146,150) |
Income tax expense | 0 | 0 |
Net (loss) income | (104,042) | (146,150) |
Other comprehensive (loss) income | ||
Foreign currency transaction adjustment | 7,746 | (25,751) |
Comprehensive income (loss) | $ (96,296) | $ (171,901) |
Earnings (loss) per common share - Basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 12,715,995 | 12,430,122 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (104,042) | $ (146,150) |
Adjustments to reconcile net loss to net Cash used in operations: | ||
Depreciation expense | 2,334 | 5,663 |
Loss on disposal of fixed assets | (6,409) | 0 |
Change in Operating Assets and Liabilities: | ||
Accounts receivable, net | (12,848) | 24,498 |
Related party receivables | 0 | (19,113) |
Royalty and licensing income receivable | 1,861 | 0 |
Inventories, net | (5,079) | 61,538 |
Tax receivables | 0 | (3,324) |
Prepaid and other assets | 0 | 0 |
Accounts payable and accrued expenses | 58,326 | 16,745 |
Net cash (used) in operating activities | (65,857) | (60,143) |
Cash flows from investing activities | ||
Purchase of property and equipment | (6,959) | 0 |
Net cash (used) in investing activities | (6,959) | 0 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 50,000 | 0 |
Capital contribution as a result of Targa disposal, net of cash | 3,149 | 0 |
Payment of deemed dividend to Teo Inc. for license | (2,000) | (15,000) |
Net cash provided by (used) in financing activities | 51,149 | (15,000) |
Effect of foreign currency exchange translation | 7,746 | (21,528) |
Net change for period | (13,921) | (96,671) |
Cash at beginning of period | 27,539 | 194,864 |
Cash at end of period | $ 13,618 | $ 98,193 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Preferred Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Comprehensive Gain(loss) | Total |
Beginning Balance, Shares at Dec. 31, 2019 | 9,022,900 | 12,622,245 | ||||
Beginning Balance, Value at Dec. 31, 2019 | $ 9,023 | $ 12,623 | $ 277,229 | $ (1,285,459) | $ 115,949 | $ (870,635) |
Foreign Currency Translation Adjustments | (25,751) | (25,751) | ||||
Net (loss) income | (146,150) | (146,150) | ||||
Ending Balance, Shares at Mar. 31, 2020 | 9,022,900 | 12,622,245 | ||||
Ending Balance, Value at Mar. 31, 2020 | $ 9,023 | $ 12,623 | 277,229 | (1,431,609) | 90,198 | (1,042,536) |
Beginning Balance, Shares at Dec. 31, 2020 | 9,022,900 | 12,622,245 | ||||
Beginning Balance, Value at Dec. 31, 2020 | $ 9,023 | $ 12,623 | 277,229 | (1,917,183) | (428) | (1,618,736) |
Capital contribution for disposal of Targa | 769,912 | 428 | 770,340 | |||
Stock Issued for Cash, Shares | 250,000 | |||||
Stock Issued for Cash, Value | $ 250 | 49,750 | 50,000 | |||
Foreign Currency Translation Adjustments | 7,746 | 7,746 | ||||
Net (loss) income | (104,042) | (104,042) | ||||
Ending Balance, Shares at Mar. 31, 2021 | 9,022,900 | 12,872,245 | ||||
Ending Balance, Value at Mar. 31, 2021 | $ 9,023 | $ 12,873 | $ 1,096,891 | $ (2,021,225) | $ 7,746 | $ (894,692) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION TEO Foods Inc. (“Company”) was incorporated in the state of Nevada on December 27, 2012. The Company’s principal activity is to produce and sell food packaged products for retail sale in the frozen, refrigerated and shelf stable categories. The Company has a license to use the TEO name and logo on food products it sells and to apply the TEO pasteurization/sterilization processes to its products for improved shelf life and safety. In January 2020, the Company created BCTEO Foods S.A. de C.V. (“BC TEO Foods”), a new 100% owned subsidiary in Mexico. BCTEO Foods SA de CV is the operating entity in Mexico and holds all facilities leases. Effective January 1, 2021, the Company terminated its operation of Commercial Targa S.A. de C.V. (“Targa”) and disposed of it as a subsidiary. The Company determined that the Targa entity was of no functional or economic value and its remaining liabilities exceeded its assets. The Company does not anticipate any material impact to operations resulting from the disposal of the Targa entity. See Note 4. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Notes to the unaudited consolidated financial statements that would substantially duplicate the disclosure contained in the audited consolidated financial statements for the fiscal year ending December 31, 2020 have been omitted. The Company consolidates the financial statements of its wholly-owned subsidiaries and all intercompany transactions and account balances have been eliminated in consolidation. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with a maturity date of three months or less, when purchased, to be cash equivalents. Foreign Currency Translation The Company subsidiary’s primary functional currency is the Mexican peso, but it’s reporting currency is the U.S. dollar. The balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit. Accounts Receivable Accounts receivable are reported at the customers’ outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The allowance for doubtful accounts at March 31, 2021 and December 31, 2020 was approximately, $0 and $393,000, respectively. Inventory and Cost of Sales Inventories are stated at the lower of cost or realizable value, using the average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage and a firm commitment to sell. Property and Equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Impairment of Long-Lived and Intangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available, or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. The Company did not recognize impairment on its long-lived assets during the periods ended March 31, 2021 or 2020. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s only intangible asset consists of the royalty agreement discussed in Note 8. Beneficial Conversion Feature of Convertible Notes Payable The Company considers whether a beneficial conversion feature ("BCF") exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note. The BCF of a convertible note is a reduction of the carrying amount of the convertible note, as a debt discount, and is credited to additional paid-in-capital. Such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. A contingent beneficial conversion feature in a convertible note payable with conversion terms that change upon the occurrence of a future event (ex: fair value of the underlying stock declines after the note issuance date) is recognized when the contingency is resolved. As of March 31, 2021, the Company has not recognized any beneficial conversion features on its convertible debt. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“Topic 606”). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: i. Identification of the promised goods in the contract; ii. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; iii. Measurement of the transaction price, including the constraint of variable consideration; iv. Allocation of the transaction price of the performance obligations; and v. Recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time typically upon delivery. The Company primarily sells packaged food products to its customers. The Company’s performance obligation is satisfied when the goods have been delivered, which is at a point in time. The Company provides manufacturing services for packaged food and other products. The Company’s performance obligation is satisfied for services when the services are completed or the related products have been delivered, which is at a point in time. The Company receives revenue from a licensing and royalty agreement and the licensee incurs fees based on their sales to their customers, which occurs when the products are delivered. The Company’s performance obligation related to these agreements is satisfied at the point in time when the products are delivered. 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 assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received in the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized all investments recorded at fair value based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities that the organization has the ability to access at the reporting date. ● Level 2: Inputs other than quoted prices included in Level 1, which are either observable or that can be derived from or corroborated by observable data as of the reporting date. ● Level 3: Inputs include those that are significant to the fair value of the asset or liability and are generally less observable from objective resources and reflect the reporting entity's assumptions about the assumptions market participants would use in pricing the asset or liability. The Company's financial instruments consist of advances from related party, notes payable, convertible notes payable and license fee payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instruments. Loss Per Share of Common Stock Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Securities with anti-dilutive effects on net earnings (loss) per share are excluded. As of March 31, 2021, none of the convertible preferred shares or convertible debt were included in the calculation of diluted weighted average shares as they were anti-dilutive. As of March 31, 2021, preferred shares convertible to 90,229,000 common shares were included in the diluted weighted average shares; however, notes convertible into a maximum of 4,710,000 common shares were excluded from the calculation of loss per common share as the notes are anti-dilutive. Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases”. Under this new guidance, lessees (including lessees under leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. However, the new guidance permits companies to make an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). If this election is made, lease payments under short term leases will be recognized on a straight-line basis over the lease term. The Company has adopted the new guidance effective January 1, 2019 and elected not to apply the standard to short-term leases. However, there was no impact to the financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered recurring losses from operations and has insufficient working capital as of March 31, 2021 to develop its business plan and meet its obligation of the next 12 months. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales of packaged food products. These consolidated financial statements do not include any adjustments to classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to obtain funds for operations through continued financial support from its stockholders, debt and private offerings of its equity. |
DISPOSAL OF SUBSIDIARY ENTITY
DISPOSAL OF SUBSIDIARY ENTITY | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
DISPOSAL OF SUBSIDIARY ENTITY | NOTE 4 – DISPOSAL OF SUBSIDIARY ENTITY Effective January 1, 2021, the Company terminated of its operation of Targa and disposed of it as a subsidiary as a transfer of the Company owned Targa stock to its CEO. As a result and in consideration, all intercompany balances have been forgiven, waived and released. The disposal resulted in the removal of the following assets and liabilities from the consolidated balance sheet on the date of disposal: Cash $ 3,149 Accounts Receivable $ 12,849 Inventory $ 6,006 Intercompany Account $ 525,481 Tax Receivable $ 84,992 Prepaid and Equipment $ 7,381 Payables $ (884,717 ) The net liabilities disposed was $244,859 and the intercompany balances forgiven was $525,481. As this was a transaction between common controlled entities, the Company booked a capital contribution of $770,340 to reflect the disposal of the Targa entity and the forgiveness of the intercompany balance. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventories consists of raw materials and finished goods located in the Company’s warehouse in Tijuana, Mexico. At March 31, 2021 and December 31, 2020, inventories were $7,087 and $13,386, respectively. |
TAX RECEIVABLES
TAX RECEIVABLES | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
TAX RECEIVABLES | NOTE 6 – TAX RECEIVABLES Tax receivables represent credits from the Mexican taxing authority. The Company’s Mexican subsidiaries have accumulated IVA tax payments that exceeded its IVA tax liabilities. The Company periodically applies for refunds of these accumulated overpayments. These overpayments are also available to Company to offset future IVA liabilities. The net tax receivable balance at March 31, 2021 and December 31, 2020 of $16,701 and $96,321, respectively is net of a reserve for the possible uncollectable portion of the tax credits totaling $0 and $418,953, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 – PROPERTY AND EQUIPMENT At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: March 31, 2021 December 31, 2020 Furniture and fixtures $ — $ 356 Machinery and equipment 39,581 71,554 Transportation equipment 12,953 12,953 52,534 84,863 Less accumulated depreciation (3,834 ) (33,407 ) $ 48,700 $ 51,456 Depreciation expense for the three months ended March 31, 2021 and as of December 31, 2020 was $2,334 and $13,034, respectively. The estimated useful lives of fixed assets is 5 years. |
ROYALTY AND LICENSE AGREEMENT
ROYALTY AND LICENSE AGREEMENT | 3 Months Ended |
Mar. 31, 2021 | |
Research and Development [Abstract] | |
ROYALTY AND LICENSE AGREEMENT | NOTE 8 – ROYALTY AND LICENSE AGREEMENT On September 30, 2017, the Company entered into a Master Agreement with TEO Inc. ("TEO"). TEO is the founder and majority controlling shareholder of the Company. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase. Pursuant to the master agreement, the Company agreed to pay an initial $1 million fee in installments with $100,000 due on September 30, 2018, $300,000 due on December 31, 2018 and the remaining $600,000 due in 12 equal monthly payments with the first payment due on January 31, 2019. TEO Inc. has agreed to maintain the license through December 31, 2021 and accrue and accept payments due as funds are available. TEO Inc. has agreed to extend the start date to January 1, 2022 of the use/royalty and service fee of 5.5% of the Company's gross revenue for food sales processed using TEO's intellectual property. The ongoing licensing is maintained by meeting minimum annual use/royalty and service fees. The Company may pay for the difference between the actual use and the minimum to maintain the license. The annual minimum is listed as follows: Year Minimum Service Fee 2022 $ 500,000 2023 750,000 2024 1,000,000 Thereafter Increase 10% per year As a result of TEO being the majority shareholder of the Company and TEO's basis in the license being $0, the Company recorded a deemed dividend of $1 million for the initial fee payable to TEO. As of March 31, 2021, and December 31, 2020, the outstanding balance of the license fee payable was $632,733 and $634,733, respectively. For the three months ended March 31, 2021 and 2020, the Company made payments toward the license of $2,000 and $15,000, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE On July 31, 2018, the Company issued a note for $100,000 in principal bearing interest at 8% maturing on October 31, 2018. This note was subsequently amended to extend the maturity date to December 31, 2020. As of March 31, 2021, and December 31, 2020, the outstanding principal balance of the note was $100,000. Convertible Note Payable On June 28, 2018, the Company issued a note for $100,000. The note is for a two-year term and bears an 8% interest rate, due at maturity. The note is convertible into common shares at a 20% discount to the 30-day average bid price of the Company's common shares, as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange, but at no rate lower than $0.20 per share. On February 4, 2019, the Company entered into a purchase agreement with one investor for the purchase of up to an aggregate of $350,000 in convertible notes payable in three payments commencing with the first in the amount of $120,000 on February 4, 2019, the second on April 1, 2019 in the amount of $110,000 and the third on June 1, 2019 in the amount of $120,000. The investor did not make the second purchase on April 1, 2019 or the third purchase on June 1, 2019. The purchase provisions of the agreement have expired with only the first purchase executed. The $120,000 note purchased in February can be converted to common stock at $0.20 per share or the 30-day average bid price of the Company's common shares, as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange, but at no rate lower than $0.20 per share and converts automatically upon certain conditions. The note bears no interest until September 30, 2019 and then bears 8% interest, if not converted to common stock. The note matured on September 30, 2020. As of March 31, 2021 and 2020, there is not a quoted bid price available as the Company’s shares are not listed on any exchanges. As the minimum conversion rate at the time of issuance is greater than or equal to the current stock value based on other similar transactions, these notes are not deemed to have an embedded derivative associated with them. The principal balance of convertible debt at March 31, 2021 and December 31, 2020 amounted to $220,000. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY | NOTE 10 – EQUITY Preferred Stock Each share of Class A Preferred Stock may be converted by the holder upon request of the holder into 10 shares of common stock. Each holder is entitled to 100 votes for each share of Class A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The holders are entitled to dividends, if any, as declared by the Company and participate pari passu with the common stock of the Company at the conversion rate. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following March 31, 2021 and 2020: Federal income tax (expense) benefit attributable to: March 31, 2021 March 31, 2020 Current Operations $ 21,849 $ 30,692 Less: valuation allowance (21,849 ) (30,692 ) Net provision for Federal income taxes $ — $ — The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Deferred tax asset attributable to: March 31, 2021 December 31, 2020 Net operating loss carryover $ 178,947 $ 157,098 Less: valuation allowance (178,947 ) (157,098 ) Net deferred tax asset $ — $ — At March 31, 2021, the Company had net operating loss carry forwards of approximately $750,000 that may be offset against future taxable income. No tax benefit has been reported in the March 31, 2021 or December 31, 2020 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of March 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 - RELATED PARTY TRANSACTIONS The Company has various related party receivables and payables derived from normal operating activities. These balances are non-interest bearing and are periodically settled as cash flow permits. These payables may include accrued compensation to officers. As of March 31, 2021, $11,600 was owed to the CEO and $0 at December 31, 2020. Master License Agreement On September 30, 2017, the Company entered into a Master Agreement with TEO, the founder and majority controlling shareholder of the Company. See Note 8. |
ROYALTY AND LICENSE AGREEMENTS
ROYALTY AND LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
ROYALTY AND LICENSE AGREEMENT | NOTE 13 –ROYALTY AND LICENSE AGREEMENT Effective April 1, 2020, the Company entered into an agreement whereby it assigned half and licensed half of the Nerys Brand for cheese products in Mexico, along with certain production equipment and facilities that the Company did not intend to transfer to its new facility for production, to a third party. In exchange, the Company receives a portion of net revenue from all products sold, which includes bulk meats and other products, by the acquirer, a royalty on all NERYS cheese products sold in Mexico of $0.01 per pound and will also receive five percent of the proceeds of any sale of the related acquirer’s business. As of March 31, 2021, the Company has received a total of $27,485 in licensing and royalty revenue from this agreement. The Company valued the royalty agreement at the book value of the assets transferred of $31,929, which approximates the fair value and is recorded as an intangible asset on the balance sheet. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2021 and December 31, 2020, the Company is not aware of any contingent liabilities that should be reflected in the financial statements. At March 31, 2021, the Company had three leases on commercial units that are contiguous in the same building located in Tijuana Mexico and comprising approximately 38,000 square feet total. The leases are 12 month leases with option to renew for additional 12 month periods. The total rents are approximately $14,000 per month gross with no additional common fees or other charges. The Company paid a total of $41,138 in the three month period ended March 31, 2021 related to the leases of commercial units in Tijuana. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15 – CONCENTRATIONS Cash Deposit The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At March 31, 2021 and December 31, 2020, no cash balances exceeded the federally insured limit. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through May 24, 2021 which is the date the financial statements were available to be issued. No other matters were identified affecting the accompanying consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Notes to the unaudited consolidated financial statements that would substantially duplicate the disclosure contained in the audited consolidated financial statements for the fiscal year ending December 31, 2020 have been omitted. The Company consolidates the financial statements of its wholly-owned subsidiaries and all intercompany transactions and account balances have been eliminated in consolidation. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with a maturity date of three months or less, when purchased, to be cash equivalents. |
Foreign Currency Translation | Foreign Currency Translation The Company subsidiary’s primary functional currency is the Mexican peso, but it’s reporting currency is the U.S. dollar. The balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at the customers’ outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The allowance for doubtful accounts at March 31, 2021 and December 31, 2020 was approximately, $0 and $393,000, respectively. |
Inventory and Cost of Sales | Inventory and Cost of Sales Inventories are stated at the lower of cost or realizable value, using the average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage and a firm commitment to sell. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. |
Impairment of Long-Lived and Intangible Assets | Impairment of Long-Lived and Intangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available, or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. The Company did not recognize impairment on its long-lived assets during the periods ended March 31, 2021 or 2020. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s only intangible asset consists of the royalty agreement discussed in Note 8. |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial Conversion Feature of Convertible Notes Payable The Company considers whether a beneficial conversion feature ("BCF") exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note. The BCF of a convertible note is a reduction of the carrying amount of the convertible note, as a debt discount, and is credited to additional paid-in-capital. Such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. A contingent beneficial conversion feature in a convertible note payable with conversion terms that change upon the occurrence of a future event (ex: fair value of the underlying stock declines after the note issuance date) is recognized when the contingency is resolved. As of March 31, 2021, the Company has not recognized any beneficial conversion features on its convertible debt. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“Topic 606”). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: i. Identification of the promised goods in the contract; ii. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; iii. Measurement of the transaction price, including the constraint of variable consideration; iv. Allocation of the transaction price of the performance obligations; and v. Recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time typically upon delivery. The Company primarily sells packaged food products to its customers. The Company’s performance obligation is satisfied when the goods have been delivered, which is at a point in time. The Company provides manufacturing services for packaged food and other products. The Company’s performance obligation is satisfied for services when the services are completed or the related products have been delivered, which is at a point in time. The Company receives revenue from a licensing and royalty agreement and the licensee incurs fees based on their sales to their customers, which occurs when the products are delivered. The Company’s performance obligation related to these agreements is satisfied at the point in time when the products are delivered. |
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 assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received in the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized all investments recorded at fair value based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities that the organization has the ability to access at the reporting date. ● Level 2: Inputs other than quoted prices included in Level 1, which are either observable or that can be derived from or corroborated by observable data as of the reporting date. ● Level 3: Inputs include those that are significant to the fair value of the asset or liability and are generally less observable from objective resources and reflect the reporting entity's assumptions about the assumptions market participants would use in pricing the asset or liability. The Company's financial instruments consist of advances from related party, notes payable, convertible notes payable and license fee payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instruments. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Securities with anti-dilutive effects on net earnings (loss) per share are excluded. As of March 31, 2021, none of the convertible preferred shares or convertible debt were included in the calculation of diluted weighted average shares as they were anti-dilutive. As of March 31, 2021, preferred shares convertible to 90,229,000 common shares were included in the diluted weighted average shares; however, notes convertible into a maximum of 4,710,000 common shares were excluded from the calculation of loss per common share as the notes are anti-dilutive. |
Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements | Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases”. Under this new guidance, lessees (including lessees under leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. However, the new guidance permits companies to make an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). If this election is made, lease payments under short term leases will be recognized on a straight-line basis over the lease term. The Company has adopted the new guidance effective January 1, 2019 and elected not to apply the standard to short-term leases. However, there was no impact to the financial statements. |
DISPOSAL OF SUBSIDIARY ENTITY (
DISPOSAL OF SUBSIDIARY ENTITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Disposal assets and liabilities | The disposal resulted in the removal of the following assets and liabilities from the consolidated balance sheet on the date of disposal: Cash $ 3,149 Accounts Receivable $ 12,849 Inventory $ 6,006 Intercompany Account $ 525,481 Tax Receivable $ 84,992 Prepaid and Equipment $ 7,381 Payables $ (884,717 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: March 31, 2021 December 31, 2020 Furniture and fixtures $ — $ 356 Machinery and equipment 39,581 71,554 Transportation equipment 12,953 12,953 52,534 84,863 Less accumulated depreciation (3,834 ) (33,407 ) $ 48,700 $ 51,456 |
ROYALTY AND LICENSE AGREEMENT (
ROYALTY AND LICENSE AGREEMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Research and Development [Abstract] | |
The annual minimum use/royalty and service fee | The annual minimum is listed as follows: Year Minimum Service Fee 2022 $ 500,000 2023 750,000 2024 1,000,000 Thereafter Increase 10% per year |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for income tax | The provision for Federal income tax consists of the following March 31, 2021 and 2020: Federal income tax (expense) benefit attributable to: March 31, 2021 March 31, 2020 Current Operations $ 21,849 $ 30,692 Less: valuation allowance (21,849 ) (30,692 ) Net provision for Federal income taxes $ — $ — |
Deferred tax asset | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Deferred tax asset attributable to: March 31, 2021 December 31, 2020 Net operating loss carryover $ 178,947 $ 157,098 Less: valuation allowance (178,947 ) (157,098 ) Net deferred tax asset $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narartive) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | $ 0 | $ 393,000 |
Beneficial conversion features | $ 0 | |
Preferred shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 90,229,000 | |
Convertible Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,710,000 |
DISPOSAL OF SUBSIDIARY ENTITY_2
DISPOSAL OF SUBSIDIARY ENTITY (Details) - Targa | Jan. 02, 2021USD ($) |
Cash | $ 3,149 |
Accounts Receivable | 12,849 |
Inventory | 6,006 |
Intercompany Account | 525,481 |
Tax Receivable | 84,992 |
Prepaid and Equipment | 7,381 |
Payables | $ (884,717) |
DISPOSAL OF SUBSIDIARY ENTITY_3
DISPOSAL OF SUBSIDIARY ENTITY (Details Narrative) - Targa | Jan. 02, 2021USD ($) |
Liabilities disposed | $ 244,859 |
Intercompany balances forgiven | 525,481 |
Capital contribution | $ 770,340 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 7,087 | $ 13,386 |
TAX RECEIVABLES (Details Narrat
TAX RECEIVABLES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes to Financial Statements | ||
Taxes receivable, net | $ 16,701 | $ 96,321 |
Tax credits | $ 0 | $ 418,953 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 52,534 | $ 84,863 |
Less accumulated depreciation | (3,834) | (33,407) |
Property, Plant and Equipment, net | 48,700 | 51,456 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 0 | 356 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment, Gross | 39,581 | 71,554 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 12,953 | $ 12,953 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Depreciation expense | $ 2,334 | $ 13,034 |
Minimum [Member] | ||
Estimated useful live | 3 years | |
Maximum [Member] | ||
Estimated useful live | 10 years |
ROYALTY AND LICENSE AGREEMENT_2
ROYALTY AND LICENSE AGREEMENT (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Research and Development [Abstract] | |
2022 | $ 500,000 |
2023 | 750,000 |
2024 | $ 1,000,000 |
Thereafter | Increase 10% per year |
ROYALTY AND LICENSE AGREEMENT_3
ROYALTY AND LICENSE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Research and Development [Abstract] | |||
License fee | $ 2,000 | $ 15,000 | |
License fee payable | 632,733 | $ 634,733 | |
Deemed dividend | $ 1,000,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 04, 2019 | Feb. 28, 2019 | Jul. 31, 2018 | Jun. 28, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Note payable | $ 100,000 | $ 100,000 | ||||
Convertible Note Payable | 220,000 | 220,000 | ||||
Convertible notes payable description | On February 4, 2019, the Company entered into a purchase agreement with one investor for the purchase of up to an aggregate of $350,000 in convertible notes payable in three payments commencing with the first in the amount of $120,000 on February 4, 2019, the second on April 1, 2019 in the amount of $110,000 and the third on June 1, 2019 in the amount of $120,000. The investor did not make the second purchase on April 1, 2019 or the third purchase on June 1, 2019. The purchase provisions of the agreement have expired with only the first purchase executed. The $120,000 note purchased in February can be converted to common stock at $0.20 per share or the 30-day average bid price of the Company's common shares, as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange, but at no rate lower than $0.20 per share and converts automatically upon certain conditions. The note bears no interest until September 30, 2019 and then bears 8% interest, if not converted to common stock. | |||||
8% Convertible Note Payable [Member] | ||||||
Principal amount | $ 100,000 | |||||
Interest rate | 8.00% | |||||
Term | 2 years | |||||
Convertible Note Payable | 220,000 | 220,000 | ||||
Principal payment | $ 50,000 | |||||
8% Notes Payable [Member] | ||||||
Principal amount | $ 100,000 | |||||
Interest rate | 8.00% | |||||
Maturity date | Dec. 31, 2020 | |||||
Note payable | $ 100,000 | $ 100,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Preferred Stock viting rights | Each holder is entitled to 100 votes for each share of Class A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. |
Preferred Stock | Each share of Class A Preferred Stock may be converted by the holder upon request of the holder into 10 shares of common stock. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 21,849 | $ 30,692 |
Less: valuation allowance | (21,849) | (30,692) |
Net provision for Federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 178,947 | $ 157,098 |
Less: valuation allowance | (178,947) | (157,098) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | |
Net operating loss carry forwards | $ 750,000 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Chief Executive Officer [Member] | ||
Due to related party | $ 11,600 | $ 0 |
ROYALTY AND LICENSE AGREEMENTS
ROYALTY AND LICENSE AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Licensing and royalty revenue | $ 27,485 | |
Royalty agreement | $ 31,929 | $ 31,929 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Rent | $ 41,138 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Risks and Uncertainties [Abstract] | ||
Federally insured limit | $ 0 | $ 0 |