Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56445 | |
Entity Registrant Name | TEO Foods Inc. | |
Entity Central Index Key | 0001612188 | |
Entity Tax Identification Number | 47-1209532 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | Blvd. Insurgentes 19801 unit. 4B | |
Entity Address, City or Town | Tijuana | |
Entity Address, State or Province | BC | |
Entity Address, Postal Zip Code | 22225 | |
City Area Code | (619) | |
Local Phone Number | 758-1973 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,071,957 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,371 | $ 657 |
Accounts receivable, net | 30,971 | 25,924 |
Inventories, net | ||
Taxes receivable, net | 42,935 | 37,563 |
Prepaid and other assets | 13,302 | 13,303 |
Total current assets | 88,579 | 77,447 |
Property and equipment, net | 22,448 | 30,278 |
Total assets | 111,027 | 107,725 |
Current liabilities | ||
Accounts payable and accrued expenses | 481,269 | 370,072 |
Related party advances | 231,005 | 130,100 |
License fee payable - related party | 629,833 | 629,833 |
Notes payable | 100,000 | 100,000 |
Convertible note payable | 345,500 | 345,500 |
Total current liabilities | 1,787,607 | 1,575,505 |
Total liabilities | 1,787,607 | 1,575,505 |
Commitments and contingencies (Note 14) | ||
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, 13,071,957 and 13,071,957 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 13,072 | 13,072 |
Additional paid-in capital | 1,176,635 | 1,176,635 |
Accumulated deficit | (2,885,515) | (2,661,744) |
Other comprehensive income (loss) | 10,205 | (4,766) |
Total stockholders' deficit | (1,676,580) | (1,467,780) |
Total liabilities and stockholders' deficit | $ 111,027 | $ 107,725 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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 | 13,071,957 | 13,071,957 |
Common stock, shares outstanding | 13,071,957 | 13,071,957 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 29,523 | $ 49,516 | $ 98,809 | $ 60,035 |
Cost of sales | ||||
Gross profit | 29,523 | 49,516 | 98,809 | 60,035 |
Operating expense | ||||
Payroll | 1,148 | 17,964 | ||
General and administrative | 10,346 | 10,665 | 30,261 | 22,862 |
Rent and lease | 43,696 | 38,390 | 138,566 | 117,715 |
Professional fees | 18,676 | 40,076 | 120,341 | 122,440 |
Depreciation | 2,620 | 2,648 | 7,830 | 7,858 |
Total operating expenses | 75,338 | 92,917 | 296,998 | 288,839 |
Operating loss | (45,815) | (43,401) | (198,189) | (228,804) |
Other income (expense) | ||||
Licensing and royalty income | 6,787 | |||
Loss on Royalty Agreement | (31,929) | |||
Other income (expense) | (3,429) | (13,465) | 3,657 | (11,519) |
Interest expense | (9,748) | (9,566) | (29,238) | (28,412) |
Total other (loss) income | (13,177) | (23,031) | (25,581) | (65,073) |
Net (loss) income before income taxes | (58,992) | (66,432) | (223,770) | (293,877) |
Income tax expense | ||||
Net (loss) income | (58,992) | (69,432) | (223,770) | (293,877) |
Other comprehensive (loss) income | ||||
Foreign currency transaction adjustment | 330 | 76 | 10,205 | (777) |
Comprehensive income (loss) | $ (58,662) | $ (66,356) | $ (213,565) | $ (294,654) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Earnings (loss) per common share - Basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Earnings (loss) per common share - Diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding - Basic | 13,071,957 | 13,071,957 | 13,071,957 | 13,046,957 |
Weighted average common shares outstanding - Diluted | 13,071,957 | 13,071,957 | 13,071,957 | 13,046,957 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (223,770) | $ (293,877) |
Adjustments to reconcile net loss to net Cash used in operations: | ||
Depreciation expense | 7,830 | 7,858 |
Loss on Royalty Agreement | 31,929 | |
Bad debt | 6,037 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,047) | (25,606) |
Licensing and royalty income receivable | 6,097 | |
Inventories | (41) | |
Tax receivables | (5,372) | (8,197) |
Prepaid and other assets | (97) | |
Accounts payable and accrued expenses | 111,197 | 136,275 |
Net cash (used) in operating activities | (115,162) | (139,622) |
Cash flows from investing activities | ||
Purchase of property and equipment | ||
Net cash (used) in investing activities | ||
Cash flows from financing activities | ||
Proceeds from related party advances | 100,905 | 111,221 |
Proceeds from issuance of promissory notes | 6,000 | |
Proceeds from issuance of common stock | 20,000 | |
Payment of deemed dividend to Teo Inc. for license | (1,700) | |
Net cash provided by (used) in financing activities | 100,905 | 135,521 |
Effect of foreign currency exchange translation | 14,971 | (777) |
Net change for period | 714 | (4,878) |
Cash and Cash Equivalents at beginning of period | 657 | 7,555 |
Cash and Cash Equivalents at end of period | 1,371 | 2,677 |
Supplement Information: | ||
Interest | ||
Income taxes |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 9,023 | $ 12,972 | $ 1,156,735 | $ (2,314,436) | $ (197) | $ (1,135,903) |
Beginning balance, shares at Dec. 31, 2021 | 9,022,900 | 12,971,957 | ||||
Stock issued for cash | $ 100 | 19,900 | 20,000 | |||
Stock Issued for cash, shares | 100,000 | |||||
Foreign currency translation adjustments | 2,191 | 2,191 | ||||
Net (loss) income | (91,838) | (91,838) | ||||
Ending balance, value at Mar. 31, 2022 | $ 9,023 | $ 13,072 | 1,176,635 | (2,406,274) | 1,994 | (1,205,550) |
Ending balance, shares at Mar. 31, 2022 | 9,022,900 | 13,071,957 | ||||
Foreign currency translation adjustments | (3,044) | (3,044) | ||||
Net (loss) income | (135,607) | (135,607) | ||||
Ending balance, value at Jun. 30, 2022 | $ 9,023 | $ 13,072 | 1,176,635 | (2,541,881) | (1,050) | (1,344,201) |
Ending balance, shares at Jun. 30, 2022 | 9,022,900 | 13,071,957 | ||||
Foreign currency translation adjustments | 76 | 76 | ||||
Net (loss) income | (66,432) | (66,432) | ||||
Ending balance, value at Sep. 30, 2022 | $ 9,023 | $ 13,072 | 1,176,635 | (2,608,313) | (974) | (1,410,557) |
Ending balance, shares at Sep. 30, 2022 | 9,022,900 | 13,071,957 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 9,023 | $ 13,072 | 1,176,635 | (2,661,745) | 4,766 | (1,467,780) |
Beginning balance, shares at Dec. 31, 2022 | 9,022,900 | 13,071,957 | ||||
Foreign currency translation adjustments | (2,074) | (2,074) | ||||
Net (loss) income | (95,005) | (95,005) | ||||
Ending balance, value at Mar. 31, 2023 | $ 9,023 | $ 13,072 | 1,176,635 | (2,756,750) | 2,692 | (1,564,859) |
Ending balance, shares at Mar. 31, 2023 | 9,022,900 | 13,071,957 | ||||
Foreign currency translation adjustments | 16,716 | 16,716 | ||||
Net (loss) income | (69,774) | (69,774) | ||||
Ending balance, value at Jun. 30, 2023 | $ 9,023 | $ 13,072 | 1,176,635 | (2,826,524) | 19,408 | (1,617,918) |
Ending balance, shares at Jun. 30, 2023 | 9,022,900 | 13,071,957 | ||||
Foreign currency translation adjustments | 330 | 330 | ||||
Net (loss) income | (58,992) | (58,992) | ||||
Ending balance, value at Sep. 30, 2023 | $ 9,023 | $ 13,072 | $ 1,176,635 | $ (2,885,516) | $ 19,738 | $ (1,676,580) |
Ending balance, shares at Sep. 30, 2023 | 9,022,900 | 13,071,957 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
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 100% owned subsidiary in Mexico. BCTEO Foods is the operating entity in Mexico and holds all facilities leases. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2023 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 September 30, 2023 and December 31, 2022 was $ 0 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 no Convertible Debentures The Company adopted the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers 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 June 30, 2023 and 2022, 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 September 30, 2023 and 2022, preferred shares convertible to 90,229,000 1,727,500 13,071,957 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 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. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY Inventory consists of raw materials and finished goods located in the Company’s warehouse in Tijuana, Mexico. At September 30, 2023 and December 31, 2022, inventories were $ 0 |
TAX RECEIVABLES
TAX RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
Tax Receivables | |
TAX RECEIVABLES | NOTE 5 – 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 the Company to offset future IVA liabilities. The tax receivable balance at September 30, 2023 and December 31, 2022 was $ 42,935 37,563 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT At September 30, 2023 and December 31, 2022, property and equipment consisted of the following: Schedule of property and equipment September 30, 2023 December 31, 2022 Machinery and equipment $ 42,502 $ 42,502 Transportation equipment 10,032 10,032 52,534 52,534 Less accumulated depreciation (30,036 ) (22,256 ) $ 22,448 $ 30,278 Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 2,619 2,648 5 |
ROYALTY AND LICENSE AGREEMENT
ROYALTY AND LICENSE AGREEMENT | 9 Months Ended |
Sep. 30, 2023 | |
Royalty And License Agreement | |
ROYALTY AND LICENSE AGREEMENT | NOTE 7 – 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 June 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. Schedule of royalty and license agreements Year Minimum Service Fee 2024 $ 500,000 2025 750,000 2026 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 $ 1 629,833 0 1,700 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. The Company valued the royalty agreement at the book value of the assets transferred of $ 31,929 On June 7, 2022, the facility used by the licensee was destroyed in a fire. The licensee has informed the Company that its insurance will not pay the loss and as a result is closing all of its business operations. Pursuant to the agreement all rights to the NERYS cheese products sold in Mexico revert back to the Company and it is evaluating the economic viability of resuming fulfillment of the retail placements in Mexico. As a result, during the year ended December 31, 2022, the Company has written off the value of the royalty agreement totaling $ 31,929 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes Payable On July 31, 2018, the Company issued a note for $ 100,000 8 December 31, 2022 100,000 Convertible Note Payable On June 28, 2018, the Company issued a note for $ 100,000 8 December 31, 2023 On February 4, 2019, the Company issued a note for $ 120,000 0.20 8 December 31, 2023 27,500 137,500 0.20 On May 5, 2021, the Company issued a note for $ 25,000 8 December 31, 2023 On June 1, 2021, the Company issued a note for $ 20,000 8 December 31, 2023 10,000 50,000 0.20 On June 2, 2021, the Company issued a note for $ 17,000 8 December 31, 2023 On July 12, 2021, the Company issued a note for $ 40,000 8 December 31, 2023 On September 29, 2021, the Company issued a note for $ 15,000 8 December 31, 2023 On November 24, 2021, the Company issued a note for $ 40,000 8 December 31, 2023 On April 14, 2022, the Company issued a note for $ 6,000 8 December 31, 2023 The principal balance of convertible debt at September 30, 2023 and December 31, 2022 amounted to $ 345,500 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY | NOTE 9 – 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 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - 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 September 30, 2023 and 2022: Schedule of provision for income tax Federal income tax (expense) benefit attributable to: September 30, 2023 September 30, 2022 Current Operations $ 41,620 $ 61,887 Less: valuation allowance (41,620 ) (61,887 ) 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: Schedule of deferred tax asset Deferred tax asset attributable to: September 30, 2023 December 31, 2022 Net operating loss carryover $ 198,189 $ 313,455 Less: valuation allowance (198,189 ) (313,455 ) Net deferred tax asset $ — $ — At September 30, 2023, the Company had net operating loss carry forwards of approximately $ 1,573,000 No 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 consolidated statements of operations in the provision for income taxes. As of September 30, 2023 and 2022, the Company had no |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 - 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. Accrued fees for services owed to the CEO as of September 30, 2023 and December 31, 2022 was $ 272,600 211,100 231,005 130,100 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 7. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – 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 Financial Accounting Standards Board Accounting Standards Codification “FASB ASC” 450-20-50, Contingencies At September 30, 2023, 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 $ 16,000 138,566 117,715 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 13 – 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 September 30, 2023 and December 31, 2022, no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through December 28, 2023 which is the date the consolidated 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) | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2023 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 September 30, 2023 and December 31, 2022 was $ 0 |
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 no |
Convertible Debentures | Convertible Debentures The Company adopted the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers 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 June 30, 2023 and 2022, 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 September 30, 2023 and 2022, preferred shares convertible to 90,229,000 1,727,500 13,071,957 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, 2023 December 31, 2022 Machinery and equipment $ 42,502 $ 42,502 Transportation equipment 10,032 10,032 52,534 52,534 Less accumulated depreciation (30,036 ) (22,256 ) $ 22,448 $ 30,278 |
ROYALTY AND LICENSE AGREEMENT (
ROYALTY AND LICENSE AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Royalty And License Agreement | |
Schedule of royalty and license agreements | Schedule of royalty and license agreements Year Minimum Service Fee 2024 $ 500,000 2025 750,000 2026 1,000,000 Thereafter Increase 10% per year |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax | Schedule of provision for income tax Federal income tax (expense) benefit attributable to: September 30, 2023 September 30, 2022 Current Operations $ 41,620 $ 61,887 Less: valuation allowance (41,620 ) (61,887 ) Net provision for Federal income taxes $ — $ — |
Schedule of deferred tax asset | Schedule of deferred tax asset Deferred tax asset attributable to: September 30, 2023 December 31, 2022 Net operating loss carryover $ 198,189 $ 313,455 Less: valuation allowance (198,189 ) (313,455 ) Net deferred tax asset $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Impairment on long-lived assets | $ 0 | $ 0 | |
Common shares outstanding | 13,071,957 | 13,071,957 | 13,071,957 |
Preferred Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 90,229,000 | 90,229,000 | |
Convertible Note [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 1,727,500 | ||
Common Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 1,727,500 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventories | ||
Tijuana Mexico [Member] | ||
Inventories | $ 0 | $ 0 |
TAX RECEIVABLES (Details Narrat
TAX RECEIVABLES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Tax Receivables | ||
Taxes receivable net | $ 42,935 | $ 37,563 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 52,534 | $ 52,534 |
Less accumulated depreciation | (30,036) | (22,256) |
Property plant and equipment net | 22,448 | 30,278 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 42,502 | 42,502 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 10,032 | $ 10,032 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,619 | $ 2,648 |
Estimated useful live | 5 years |
ROYALTY AND LICENSE AGREEMENTS
ROYALTY AND LICENSE AGREEMENTS (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Royalty And License Agreement | |
2024 | $ 500,000 |
2025 | 750,000 |
2026 | $ 1,000,000 |
Thereafter | Increase 10% per year |
ROYALTY AND LICENSE AGREEMENT_2
ROYALTY AND LICENSE AGREEMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Royalty And License Agreement | ||||
Master agreement, description | Pursuant to the master agreement, the Company agreed to pay an initial $1 million fee in installments with $100,000 due on June 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. | |||
Deemed dividend | $ 1,000,000 | |||
License fee payable | 629,833 | $ 629,833 | ||
License fee | $ 0 | $ 1,700 | ||
Royalty agreement | $ 31,929 | |||
Royalty agreement write-off | $ 31,929 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 14, 2022 | Dec. 20, 2021 | Nov. 24, 2021 | Sep. 29, 2021 | Jul. 12, 2021 | Jun. 02, 2021 | Jun. 01, 2021 | May 05, 2021 | Dec. 20, 2020 | Feb. 04, 2019 | Jul. 31, 2018 | Jun. 28, 2018 | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||||||||||||||
Outstanding principal amount | $ 100,000 | $ 100,000 | ||||||||||||
Convertible note payable | 345,500 | 345,500 | ||||||||||||
Notes Payable [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 100,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||||
Outstanding principal amount | $ 100,000 | $ 100,000 | ||||||||||||
Convertible Note Payable [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 100,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 1 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 27,500 | $ 120,000 | ||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Conversion of shares price per share | $ 0.20 | |||||||||||||
Conversion of shares | 137,500 | |||||||||||||
Price per share | $ 0.20 | |||||||||||||
Convertible Note Payable 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 25,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 3 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 10,000 | $ 20,000 | ||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Conversion of shares | 50,000 | |||||||||||||
Share price | $ 0.20 | |||||||||||||
Convertible Note Payable 4 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 17,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 5 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 40,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 6 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 15,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 7 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 40,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||
Convertible Note Payable 8 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 6,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Dec. 31, 2023 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 | |
Preferred Class A [Member] | Voting [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Preferred stock voting rights | 100 votes for each share of Class A Preferred Stock |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current Operations | $ 41,620 | $ 61,887 |
Less: valuation allowance | (41,620) | (61,887) |
Net provision for Federal income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 198,189 | $ 313,455 |
Less: valuation allowance | (198,189) | (313,455) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 21% | ||
Net operating loss carry forwards | $ 1,573,000 | ||
Income tax expense benefit | 0 | $ 0 | |
Accrued interest or penalties | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Chief Executive Officer [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued fees | $ 272,600 | $ 211,100 |
Cash advances | $ 231,005 | $ 130,100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent Expenses | $ 16,000 | |
Lease rent | $ 138,566 | $ 117,715 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Risks and Uncertainties [Abstract] | ||
Federally insured limit | $ 0 | $ 0 |