Veroni Brands (VONI) 10-Q 14 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 14, 2019
Document And Entity Information
Entity Registrant Name	Veroni Brands Corp.
Entity Central Index Key	0001693690
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,801,397
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash & equivalents	$ 99,112	$ 2,999
Accounts Receivable, net allowance for doubtful accounts of $0 and $9,948 respectively	23,380	13,160	[1]
Contract Receivables with recourse	1,897,042		[1]
Inventory	671,748	208,369	[1]
Prepaid expenses and other current assets	5,815	106,317	[1]
Total Current Assets	2,697,097	330,845	[1]
Deposits	9,310		[1]
Total Assets	2,706,407	330,845	[1]
Current Liabilities
Accounts payable	332,615	43,713	[1]
Notes payable - related parties including interest	100,370	157,059
Notes payable - other	140,273		[1]
Contract receivables liability with recourse	1,579,149
Accrued liabilities	162,048	23,921
Total Current Liabilities	2,314,455	224,693	[1]
STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of June 30, 2019 and December 31, 2018.			[1]
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 26,951,398 and 26,568,400 shares issued, issuable and outstanding as of June 30, 2019 and December 31, 2018, respectively	2,695	2,656	[1]
Additional paid-in capital	696,892	409,683	[1]
ACCUMULATED DEFICIT	(307,635)	(306,187)	[1]
Total Stockholders' Equity	391,952	106,152	[1]
Total Liabilities and Stockholders' Equity	$ 2,706,407	$ 330,845	[1]
[1]	derived from audited information

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 0	$ 9,948
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	26,951,398	26,568,400
Common stock, shares outstanding	26,951,398	26,568,400

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2019		Jun. 30, 2018		Jun. 30, 2019		Jun. 30, 2018
Income Statement [Abstract]
Revenue	$ 2,291,784		$ 11,069		$ 3,331,140		$ 11,069
Cost of sales	1,807,571		5,073		2,696,013		5,073
Gross Profit	484,213		5,996		635,127		5,996
Selling and warehouse expenses	244,424		41,493		330,801		58,644
General and administrative expenses	122,317		78,086		170,146		91,092
Total operating expenses	366,741		119,579		500,947		149,736
Net income (loss) from operations	117,472		(113,583)		134,180		(143,740)
Interest expense	115,961				135,628
Total other expense	115,961				135,628
Income (loss) before income taxes	1,511		(113,583)		(1,448)		(143,740)
Income taxes
Net income (loss)	$ 1,511		$ (113,583)		$ (1,448)		$ (143,740)
Net loss per share:
Basic and diluted		[1]		[1]		[1]	$ (0.01)
Weighted average shares outstanding:
Basic and diluted	26,803,046		28,459,096		26,730,018		27,227,615
[1]	Less than $.01

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 1,830	$ 83,826	$ (47,357)	$ 38,299
Balance, shares at Dec. 31, 2017	18,300,000
Issuance of common stock for cash	$ 1,010	191,420		192,430
Issuance of common stock for cash, shares	10,096,600
Net loss for the quarter			(30,157)	(30,157)
Balance at Mar. 31, 2018	$ 2,840	275,246	(77,514)	200,572
Balance, shares at Mar. 31, 2018	28,396,600
Balance at Dec. 31, 2017	$ 1,830	83,826	(47,357)	38,299
Balance, shares at Dec. 31, 2017	18,300,000
Net loss for the quarter				(143,740)
Balance at Jun. 30, 2018	$ 2,852	364,709	(191,097)	176,464
Balance, shares at Jun. 30, 2018	28,515,900
Balance at Mar. 31, 2018	$ 2,840	275,246	(77,514)	200,572
Balance, shares at Mar. 31, 2018	28,396,600
Issuance of common stock for cash	$ 12	89,463		89,475
Issuance of common stock for cash, shares	119,300
Net loss for the quarter			(113,583)	(113,583)
Balance at Jun. 30, 2018	$ 2,852	364,709	(191,097)	176,464
Balance, shares at Jun. 30, 2018	28,515,900
Balance at Dec. 31, 2018	$ 2,656	409,683	(306,187)	106,152	[1]
Balance, shares at Dec. 31, 2018	26,568,400
Issuance of common stock for cash	$ 21	152,229		152,250
Issuance of common stock for cash, shares	203,000
Issuance of common stock for services	$ 3	22,495		22,498
Issuance of common stock for services, shares	29,997
Net loss for the quarter			(2,959)	(2,959)
Balance at Mar. 31, 2019	$ 2,680	584,407	(309,146)	277,941
Balance, shares at Mar. 31, 2019	26,801,397
Balance at Dec. 31, 2018	$ 2,656	409,683	(306,187)	106,152	[1]
Balance, shares at Dec. 31, 2018	26,568,400
Issuance of common stock for cash, shares	232,997
Issuance of common stock for services	$ 3
Issuance of common stock for services, shares	29,997
Net loss for the quarter				(1,448)
Balance at Jun. 30, 2019	$ 2,695	696,892	(307,635)	391,952
Balance, shares at Jun. 30, 2019	26,951,398
Balance at Mar. 31, 2019	$ 2,680	584,407	(309,146)	277,941
Balance, shares at Mar. 31, 2019	26,801,397
Issuance of common stock, in lieu of interest	$ 15	112,485		112,500
Issuance of common stock, in lieu of interest, shares	150,000
Net loss for the quarter			1,511	1,511
Balance at Jun. 30, 2019	$ 2,695	$ 696,892	$ (307,635)	$ 391,952
Balance, shares at Jun. 30, 2019	26,951,398
[1]	derived from audited information

Statements of Cash Flow (Unaudi

Statements of Cash Flow (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from Operating Activities
Net income (loss)	$ (1,448)	$ (143,740)
Adjustment to reconcile net loss to net cash provided by operations
Stock issued for services	22,498
Depreciation, amortization & impairment	37,773
Changes in operating assets and liabilities
Trade accounts receivable	(10,219)	(3,238)
Contract receivables with recourse	(1,897,042)
Inventory	(463,379)	(172,703)
Prepaid expenses	100,502	47,174
Deposits	(9,310)
Accounts payable	288,901	4,815
Accrued liabilities	138,127	(750)
Accounts payable and accrued interest related party	3,311	1,059
Net cash used in operating activities	(1,790,286)	(267,383)
Cash flows from financing activities:
Proceeds from issuance of common stock	152,250	282,115
Proceeds from issuance of notes payable	430,000
Proceeds from contract receivables with recourse	1,579,149
Repayment of notes payable	(215,000)
Repayment of shareholder note	(60,000)
Net cash provided by financing activities	1,886,399	282,115
Net change in cash	96,113	14,732
Cash at the beginning of the period	2,999	595
Cash at the end of the period	99,112	15,327
Cash paid for:
Interest	20,583
Taxes

Nature of Operations and Financ

Nature of Operations and Financial Condition	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Financial Condition	Note 1 - Nature of Operations and Financial Condition Veroni Brands Corp. (formerly European CPG Acquisition Corp. or Echo Sound Acquisition Corporation) (the “Company”) was incorporated on December 7, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisition. On August 31, 2017, the Company effected a change in control by the redemption of 19,750,000 shares of the then outstanding 20,000,000 shares of common stock. The then current officers and directors resigned and Igor Gabal was named the sole officer and director of the Company. Pursuant to the change in control, the Company changed its name to European CPG Acquisition Corp. On September 1, 2017, the Company issued l0,000,000 shares of its common stock to two shareholders at par value of $0.000l and recorded share compensation of $1,000. On November 1, 2017, the name of the Company was changed to Veroni Brands Corp. The Company has been formed to acquire, operate, develop, grow and import premium European products into the U.S. market. Veroni Brands was created to search out unique, remarkable and desirable premium products across Europe and make them accessible to discerning consumers in the U.S. Veroni Brands strives to import the extraordinary and delight their consumers with experiences that had previously only been attainable in Europe. The Company became an exclusive importer and distributor of “Iron Energy” by Mike Tyson. The beverage became available to consumers in select Chicago area markets in May 2018 in three different flavors such as “Mojito,” “Zero Sugar” and “Original.” The Company will be introducing other flavors of “Iron Energy” in 2019. The Company takes pride in the products it imports and is proud to share them with its consumers. The Company expanded into imports and distribution of chocolate and related products sold to U.S. national retailers. Basis of presentation: unaudited interim financial information The accompanying interim condensed financial statements are unaudited. In opinion of management, the accompanying unaudited condensed financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the condensed financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on April 16, 2019 for the year ended December 31, 2018. Going Concern The Company has commenced the generation of revenue this year of approximately $3.3 million and incurred a net loss of $1,448 for the six months ending June 30, 2019 but has an accumulated deficit of $307,635 since its inception. As of June 30, 2019, the Company had a cash balance available of approximately $99,112 but the Company’s ability to continue as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company failed to its meet minimum purchase requirements under the FoodCare Sp. z.o.o. (“FoodCare”) contract and could lose its exclusive rights to distribute in the U.S. Market. The Company is currently re-negotiating the agreement. The Company is evaluating various financing options in order to fund its continued startup of its operations and expand the products being offered to its customers. The Company has established a relationship with a manufacturer to import and distribute chocolate and other related products.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Reclassifications Certain reclassifications have been made in the 2018 financial statements to conform to the 2019 presentation. These reclassifications have no effect on net loss for 2018. Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the six months ending June 30, 2019 and 2018 is $37,475 and $0, respectively. 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 disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of inventory and associated reserves, and allowances in regards to receivables and revenue. Actual results could differ from those estimates. Revenue Recognition The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. Given the startup nature of the Company, many distributors will require that the Company operate under consignment arrangements in the beginning of its contracts, generally for the first 90 days or until customer demand is established for the product. Under consignment, the Company retains control of the inventory located at the distributor and only records revenues when the distributor sells through to the ultimate retail establishment. As of June 30, 2019, less than 4% of the Company’s inventory is classified as consignment. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company did not have any material unsatisfied performance obligations as of June 30, 2019. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense is included in selling expenses. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2019 and December 31, 2018, respectively. Accounts Receivable and Concentration of Credit Risk Accounts receivable are recorded at the invoiced amounts less an allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s estimate of the amount of probable credit losses in its accounts receivable. The Company determines the allowance for doubtful accounts based upon an aging of accounts receivable, historical experience and management judgment. Accounts receivable balances are periodically reviewed for collectability, and balances are charged off against the allowance when it is determined that the potential for recovery is remote. An allowance for doubtful accounts of approximately $0 and $9,900 is reserved as of June 30, 2019 and December 31, 2018, respectively. The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable. To limit credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful accounts. As of June 30, 2019, the Company had one customer who comprised 100% of its contract receivables with recourse. During the six months ended June 30, 2019, the Company had three customers whose sales accounted for approximately 98% of revenue. Distribution Agreements -Supplier Concentration In January 2018, the Company entered into a distributor agreement with FoodCare, which was amended and restated on January 30, 2018. FoodCare is a company organized under the laws of Poland. FoodCare is a manufacturer and supplier of desserts, cereals, energy drinks and other beverage products. FoodCare manufactures the “Iron Energy” drink, a product sponsored by celebrity Mike Tyson. Under the terms of the distribution agreement, the Company became the exclusive distributor of FoodCare products in the United States, Puerto Rico and the U.S. Virgin Islands. FoodCare is the sole supplier of Iron Energy to the Company. The term of the agreement is for ten years and gives the Company exclusive rights to distribute FoodCare products within the U.S. market, so long as the Company purchases the required quantity of product from FoodCare. The distribution agreement is terminable: (1) upon mutual consent of the parties; (2) by either party in writing, without justification, if an issue is not amicable resolved within 30 days of such issue by providing 180 days’ notice and, in such case, the distributor shall lose it exclusivity rights; or (3) immediately in the event of notice of an uncured breach in the terms of the agreement. The Company’s only business line in 2018 was is the distribution of “Iron Energy” drink, the cancelation of the distribution agreement will require the Company to secure replacement product(s) to continue operations. The Company failed to meet its minimum purchases in 2018 and is currently re-negotiating the contract. Income Taxes Under ASC 740, Income Taxes, Loss Per Common Share Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there are no outstanding dilutive securities. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents and accounts payable approximate their fair values at June 30, 2019 and December 31, 2018 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled. Share-Based Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity–Based Payments to Non-Employees Emerging Growth Company The Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company. New Accounting Pronouncements In 2014, the FASB issued guidance on revenue recognition, with final amendments issued in 2016. The guidance provides for a five-step model to determine the revenue recognized for the transfer of goods or services to customers that reflects the expected entitled consideration in exchange for those goods or services. It also provides clarification for principal versus agent considerations and identifying performance obligations. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments related to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. Financial statement disclosures required under the guidance will enable users to understand the nature, amount, timing, judgments and uncertainty of revenue and cash flows relating to customer contracts. The two permitted transition methods under the guidance are the full retrospective approach or a cumulative effect adjustment to the opening retained earnings in the year of adoption (cumulative effect approach). The Company will utilize a comprehensive approach to assess the impact of the guidance on its contract portfolio by reviewing its current accounting policies and practices to identify potential differences that would result from applying the new requirements to its revenue contracts, including evaluation of its performance obligations. In 2016, the FASB issued guidance on leases, with amendments issued in 2018. The guidance requires lessees to recognize most leases on the balance sheet but record expenses in the income statement in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods presented, and the cumulative effect adjustment approach, which requires prospective application at the adoption date. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) which simplifies the presentation of deferred income taxes. This update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update are effective for annual periods beginning after December 15, 2017. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively for all periods presented. Early application is permitted. In June 2018, an accounting update was issued to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of this extended transition period. Since the Company will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, the financial statements may not be comparable to financial statements of companies that comply with public company effective dates. The Company has determined that no other recent accounting pronouncements apply to its operations or could otherwise have a material impact on its consolidated financial statements.

Inventory

Inventory	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Inventory	Note 3 – Inventory Finished Goods inventory consist of “Iron Energy” energy drinks, chocolates, and related products imported from Poland and is stated at the lower of actual cost (first-in, first-out method) or net realized value. Cost includes shipping, import fees and handling fees. Inventory is as follows: June 30, 2019 December 31, 2018 Finished goods – in warehouse $ 648,866 $ 192,318 Finished goods - consignment 22,882 16,051 $ 671,748 $ 208,369

Prepaid Expenses

Prepaid Expenses	6 Months Ended
	Jun. 30, 2019
Prepaid Expenses
Prepaid Expenses	Note 4 – Prepaid Expenses Prepaid inventory Due to the development stage nature of the Company, its suppliers will generally require that the Company deposit funds in advance of shipment of inventory to the Company from Europe. The current agreement with FoodCare includes provisions in which title for the inventory passes upon FoodCare loading the product onto truck transport for delivery to the seaports in Poland. Amounts transferred to the Company’s suppliers to secure future delivery, but prior to transfer of title of those shipments, are recorded as prepaid inventory. June 30, 2019 December 31, 2018 Prepaid services $ 1,902 $ 3,674 Prepaid inventory 3,913 102,643 $ 5,815 $ 106,317

Notes Payable Other

Notes Payable Other	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Notes Payable Other	Note 5 – Notes Payable Other On February 6, 2019 the Company issued a promissory note in the amount of $150,000, bearing interest at 4 percent monthly or the equivalent of 48 percent per annum rate. The note was paid back on April 30, 2019. On February 22, 2019, the Company entered into a promissory note in the amount of $215,000. The note matures on December 31, 2019 and can be converted in shares of the Company’s common stock at $0.75 per share during the term of the note. The Company agreed to issue to the lender 150,000 shares of the Company’s common stock on or before December 31, 2019 as a one-time consideration for making the loan in lieu of a cash payment of interest. The shares were valued at $0.75 per share for a total of $112,500. The shares were recorded as a discount to the note of $112,500 and issuable as of June 30, 2019. The amount of the amortization expense related to the note was $37,773 as of June 30, 2019. On March 11, 2019 the Company issued a promissory note in the amount of $65,000, the note accrues interest at 5 percent every 45 days on the unpaid principal balance or the equivalent of 40.6% per annum rate. The loan was paid back as of on June 11, 2019.

Contract Receivables with Recou

Contract Receivables with Recourse	6 Months Ended
	Jun. 30, 2019
Contract Receivables With Recourse
Contract Receivables Liability with Recourse	Note 6 – Contract Receivables with Recourse On February 21, 2019, the Company entered into a factoring agreement with Advance Business Capital d/b/a Interstate Capital for a term of one year. As of June 30, 2019, the Company owes $1,579,149 for advances on its receivables. The Company bears all credit risk related to the receivables factored. The Company has given a security interest in substantially all of its assets and the president of the Company and a major shareholder have guaranteed the debt.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Stockholders' Equity	Note 7 – Stockholders’ Equity The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. On December 7, 2016, the Company issued 20,000,000 founders’ common stock to two directors and officers at par for legal services provided to the Company. On August 31, 2017, an aggregate of 19,750,000 was contributed back to the Company pro rata from the then two shareholders. On September 1, 2017, the Company issued 2,800,000 shares of its common stock to Igor Gabal and 7,200,000 shares to GP Michigan, LLC at par value of $0.0001 in connection with the change in control. On December 1, 2017, the Company issued 8,050,000 shares of its common stock at par value of $0.0001. As of June 30, 2019 and December 31, 2018, 26,801,397 and 26,568,400 shares of common stock and no preferred stock, respectively, were issued and outstanding. From January 1 to June 30, 2019 the Company issued 232,997 shares of its common stock at $0.75 per share. 203,000 shares of common stock were issued in a private placement for $152,250 and 29,997 shares were issued for services to a consultant. The Company recorded 150,000 shares of common stock that are issuable and valued at $112,500 for the consideration for a promissory note the Company issued February 22, 2019.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 –Related Party Transactions During 2018, two significant shareholders of the Company advanced the Company $157,059. The advance was evidenced by two individual notes totaling $155,000 which are due on or before August 1, 2019 and a payable of $2,059. The promissory notes have a fixed interest fee $2,000 for the notes term. One shareholder was repaid its promissory note and accrued interest which totaled $61,000. Interest of $1,000 has been accrued as of June 30, 2019 for the remaining promissory note, which was extended subsequent to June 30, 2019 to August 1, 2020.

Office Lease

Office Lease	6 Months Ended
	Jun. 30, 2019
Office Lease
Office Lease	Note 9– Office Lease On February 4, 2019, the Company entered into a sublease for office space located in Bannockburn, IL. The sublease terminates on June 30, 2022. Rent for the six months ending June 30, 2019 was $22,610. The annual rent per the sublease is as follows: First lease year $ 55,860 Second lease year 57,536 Third lease year 59,262 Final lease year 61,039 The Company also paid a security deposit of $9,310.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10– Commitments and Contingencies The Company’s operations are subject to the Federal Food, Drug and Cosmetic Act; the Bioterrorism Act; and regulations created by the U.S. Food and Drug Administration (“FDA”). The FDA regulates manufacturing and holding requirements for foods, specifies the standards of identity for certain foods and prescribes the format and content of certain information that must appear on food product labels. In addition, the published applicable rules under the Food Safety Modernization Act (“FSMA”) regulates food products imported into the United States and provides the FDA with mandatory recall authority. For the purchase of products harvested or manufactured outside the United States, and for the shipment of products to customers located outside of the United States, the Company is subject to customs laws regarding the import and export of shipments. The Company’s activities, including working with customs brokers and freight forwarders, are subject to regulation by U.S. Customs and Border Protection, part of the Homeland Security.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Reclassifications	Reclassifications Certain reclassifications have been made in the 2018 financial statements to conform to the 2019 presentation. These reclassifications have no effect on net loss for 2018.
Advertising	Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the six months ending June 30, 2019 and 2018 is $37,475 and $0, respectively.
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 disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of inventory and associated reserves, and allowances in regards to receivables and revenue. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. Given the startup nature of the Company, many distributors will require that the Company operate under consignment arrangements in the beginning of its contracts, generally for the first 90 days or until customer demand is established for the product. Under consignment, the Company retains control of the inventory located at the distributor and only records revenues when the distributor sells through to the ultimate retail establishment. As of June 30, 2019, less than 4% of the Company’s inventory is classified as consignment. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company did not have any material unsatisfied performance obligations as of June 30, 2019. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense is included in selling expenses.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.
Concentration of Risk	Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2019 and December 31, 2018, respectively.
Accounts Receivable and Concentration of Credit Risk	Accounts Receivable and Concentration of Credit Risk Accounts receivable are recorded at the invoiced amounts less an allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s estimate of the amount of probable credit losses in its accounts receivable. The Company determines the allowance for doubtful accounts based upon an aging of accounts receivable, historical experience and management judgment. Accounts receivable balances are periodically reviewed for collectability, and balances are charged off against the allowance when it is determined that the potential for recovery is remote. An allowance for doubtful accounts of approximately $0 and $9,900 is reserved as of June 30, 2019 and December 31, 2018, respectively. The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable. To limit credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful accounts. As of June 30, 2019, the Company had one customer who comprised 100% of its contract receivables with recourse. During the six months ended June 30, 2019, the Company had three customers whose sales accounted for approximately 98% of revenue.
Distribution Agreements -supplier Concentration	Distribution Agreements -Supplier Concentration In January 2018, the Company entered into a distributor agreement with FoodCare, which was amended and restated on January 30, 2018. FoodCare is a company organized under the laws of Poland. FoodCare is a manufacturer and supplier of desserts, cereals, energy drinks and other beverage products. FoodCare manufactures the “Iron Energy” drink, a product sponsored by celebrity Mike Tyson. Under the terms of the distribution agreement, the Company became the exclusive distributor of FoodCare products in the United States, Puerto Rico and the U.S. Virgin Islands. FoodCare is the sole supplier of Iron Energy to the Company. The term of the agreement is for ten years and gives the Company exclusive rights to distribute FoodCare products within the U.S. market, so long as the Company purchases the required quantity of product from FoodCare. The distribution agreement is terminable: (1) upon mutual consent of the parties; (2) by either party in writing, without justification, if an issue is not amicable resolved within 30 days of such issue by providing 180 days’ notice and, in such case, the distributor shall lose it exclusivity rights; or (3) immediately in the event of notice of an uncured breach in the terms of the agreement. The Company’s only business line in 2018 was is the distribution of “Iron Energy” drink, the cancelation of the distribution agreement will require the Company to secure replacement product(s) to continue operations. The Company failed to meet its minimum purchases in 2018 and is currently re-negotiating the contract.
Income Taxes	Income Taxes Under ASC 740, Income Taxes,
Loss Per Common Share	Loss Per Common Share Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there are no outstanding dilutive securities.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents and accounts payable approximate their fair values at June 30, 2019 and December 31, 2018 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.
Share-Based Compensation	Share-Based Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity–Based Payments to Non-Employees
Emerging Growth Company	Emerging Growth Company The Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company.
New Accounting Pronouncements	New Accounting Pronouncements In 2014, the FASB issued guidance on revenue recognition, with final amendments issued in 2016. The guidance provides for a five-step model to determine the revenue recognized for the transfer of goods or services to customers that reflects the expected entitled consideration in exchange for those goods or services. It also provides clarification for principal versus agent considerations and identifying performance obligations. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments related to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. Financial statement disclosures required under the guidance will enable users to understand the nature, amount, timing, judgments and uncertainty of revenue and cash flows relating to customer contracts. The two permitted transition methods under the guidance are the full retrospective approach or a cumulative effect adjustment to the opening retained earnings in the year of adoption (cumulative effect approach). The Company will utilize a comprehensive approach to assess the impact of the guidance on its contract portfolio by reviewing its current accounting policies and practices to identify potential differences that would result from applying the new requirements to its revenue contracts, including evaluation of its performance obligations. In 2016, the FASB issued guidance on leases, with amendments issued in 2018. The guidance requires lessees to recognize most leases on the balance sheet but record expenses in the income statement in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods presented, and the cumulative effect adjustment approach, which requires prospective application at the adoption date. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) which simplifies the presentation of deferred income taxes. This update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update are effective for annual periods beginning after December 15, 2017. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively for all periods presented. Early application is permitted. In June 2018, an accounting update was issued to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of this extended transition period. Since the Company will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, the financial statements may not be comparable to financial statements of companies that comply with public company effective dates. The Company has determined that no other recent accounting pronouncements apply to its operations or could otherwise have a material impact on its consolidated financial statements.

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is as follows: June 30, 2019 December 31, 2018 Finished goods – in warehouse $ 648,866 $ 192,318 Finished goods - consignment 22,882 16,051 $ 671,748 $ 208,369

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	6 Months Ended
	Jun. 30, 2019
Prepaid Expenses
Schedule of Prepaid Expenses	June 30, 2019 December 31, 2018 Prepaid services $ 1,902 $ 3,674 Prepaid inventory 3,913 102,643 $ 5,815 $ 106,317

Office Lease (Tables)

Office Lease (Tables)	6 Months Ended
	Jun. 30, 2019
Office Lease Tables Abstract
Schedule of Annual Rent per Sublease	The annual rent per the sublease is as follows: First lease year $ 55,860 Second lease year 57,536 Third lease year 59,262 Final lease year 61,039

Nature of Operations and Fina_2

Nature of Operations and Financial Condition (Details Narrative) - USD ($)	Dec. 01, 2017	Sep. 01, 2017	Aug. 31, 2017	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018		Dec. 31, 2017
Redemption of shares			19,750,000					2,020,000
Outstanding common stock			20,000,000	26,951,398				26,951,398		26,568,400		18,300,000
Common stock issued during period	8,050,000
Price per share	$ 0.0001
Net loss				$ 1,511	$ (2,959)	$ (113,583)	$ (30,157)	$ (1,448)	$ (143,740)
Cash balance				99,112				99,112		$ 2,999
Accumulated deficit				$ (307,635)				$ (307,635)		$ (306,187)	[1]
Two Shareholders [Member]
Common stock issued during period		10,000,000
Price per share		$ 0.0001
Share compensation		$ 1,000
[1]	derived from audited information

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jun. 30, 2019USD ($)Customershares	Jun. 30, 2018USD ($)shares	Dec. 31, 2018USD ($)
Advertising expense	$ 37,475	$ 0
Allowance for doubtful accounts	$ 0		$ 9,900
Number of customer | Customer	2
Concentration risk percentage	100.00%
Valuation allowances description	As of December 31, 2018 there were no net deferred tax assets, as the Company setup a 100% valuation allowance, due to the uncertainty of the realization of net operating loss carryforwards prior to their expiration.
Deferred tax assets
Dilutive securities | shares
Emerging growth company description	The Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company.
Revenue [Member]
Concentration risk percentage	98.00%

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Inventory [Line Items]
Inventory	$ 671,748	$ 208,369	[1]
Finished Goods in Warehouse [Member]
Inventory [Line Items]
Inventory	648,866	192,318
Finished Goods Consignment [Member]
Inventory [Line Items]
Inventory	$ 22,882	$ 16,051
[1]	derived from audited information

Prepaid Expenses - Schedule of

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Prepaid Expenses
Prepaid services	$ 1,902	$ 3,674
Prepaid inventory	3,913	102,643
Total prepaid expenses	$ 5,815	$ 106,317	[1]
[1]	derived from audited information

Notes Payable Other (Details Na

Notes Payable Other (Details Narrative) - USD ($)	Feb. 22, 2019	Dec. 01, 2017	Jun. 30, 2019	Mar. 11, 2019	Feb. 06, 2019
Common stock issued during period		8,050,000
Promissory Note [Member]
Debt face amount	$ 215,000			$ 65,000	$ 150,000
Debt interest				5.00%	4.00%
Effective interest				40.60%	48.00%
Debt maturity period	Dec. 31, 2019
Debt instrument exercise price	$ 0.75
Promissory Note [Member] | Lender [Member]
Common stock issued during period			150,000
Sale of stock, price per share			$ 0.75
Value of shares issued			$ 112,500
Debt instrument discount			112,500
Debt instrument, amortization expense			$ 37,773

Contract Receivables Liability

Contract Receivables Liability with Recourse (Details Narrative)	Jun. 30, 2019USD ($)
Advance Business Capital LLC [Member]
Amount payable on advances against reveivables	$ 1,579,149

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Dec. 01, 2017	Sep. 01, 2017	Sep. 01, 2017	Aug. 31, 2017	Dec. 07, 2016	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Common stock, shares authorized									100,000,000	100,000,000
Preferred stock, shares authorized									20,000,000	20,000,000
Price per share	$ 0.0001
Common stock issued during period	8,050,000
Common stock, shares issued									26,951,398	26,568,400	18,300,000
Common stock, shares outstanding				20,000,000					26,951,398	26,568,400	18,300,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares issued for services, value						$ 22,498
Igor Gabal [Member]
Class of Stock [Line Items]
Common stock, shares issued for services			2,800,000
GP Michigan, LLC [Member]
Class of Stock [Line Items]
Common stock, shares issued for services			7,200,000
Price per share		$ 0.0001	$ 0.0001
Two Shareholders [Member]
Class of Stock [Line Items]
Price per share		$ 0.0001	$ 0.0001
Common stock issued during period		10,000,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued for services						29,997			29,997
Price per share									$ 0.75
Common stock issued during period						203,000	119,300	10,096,600	232,997
Common stock, shares issued for services, value						$ 3			$ 3
Common stock issuable, number of shares									150,000
Common stock issuable, value									$ 112,500
Common Stock [Member] | Private Placement [Member]
Class of Stock [Line Items]
Common stock, shares issued for services									203,000
Common stock, shares issued for services, value									$ 152,250
Legal Service [Member] | Two Shareholders [Member]
Class of Stock [Line Items]
Common stock, shares issued for services				19,750,000
Two Directors and Officers [Member] | Legal Service [Member]
Class of Stock [Line Items]
Common stock, shares issued for services					20,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	[1]
Related Party Transaction [Line Items]
Due to related party	$ 140,273
Repayments of notes payable	215,000
Two Significant Shareholders [Member] | Two Individual Notes [Member]
Related Party Transaction [Line Items]
Due to related party	157,059
Debt instrument face amount	155,000
Debt instrument, periodic payment	2,059
Interest payable	$ 2,000
Debt instrument maturity date, description	on or before August 1, 2019
One Significant Shareholder [Member] | Promissory Note One [Member]
Related Party Transaction [Line Items]
Repayments of notes payable	$ 61,000
One Significant Shareholder [Member] | Promissory Note Two [Member]
Related Party Transaction [Line Items]
Accrued interest	$ 1,000
Debt instrument maturity date, description	subsequent to June 30, 2019 to August 2, 20191, 2020
[1]	derived from audited information

Office Lease (Details Narrative

Office Lease (Details Narrative) - USD ($)	Feb. 04, 2019	Jun. 30, 2019
Lease, Cost [Abstract]
Lease termination date	Jun. 30, 2022
Rent expenses		$ 22,610
Security deposit	$ 9,310

Office Lease - Schedule of Annu

Office Lease - Schedule of Annual Rent per Sublease (Details)	Feb. 04, 2019USD ($)
Lease, Cost [Abstract]
First lease year	$ 55,860
Second lease year	57,536
Third lease year	59,262
Final lease year	$ 61,039