Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 14, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Veroni Brands Corp. | ||
Entity Central Index Key | 0001693690 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | 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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 27,085,028 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash & equivalents | $ 99,010 | $ 2,999 |
Accounts Receivable, net allowance for doubtful accounts of $2,125 and $9,948 respectively | 129,565 | 13,160 |
Contract Receivables with recourse | 1,554,510 | |
Inventory | 610,647 | 208,369 |
Prepaid expenses and other current assets | 56,014 | 106,317 |
Total Current Assets | 2,449,746 | 330,845 |
Deposits | 9,310 | |
Total Assets | 2,459,056 | 330,845 |
Current Liabilities | ||
Accounts payable | 184,561 | 43,713 |
Accounts payable related party | 546,612 | |
Notes payable - related parties including accrued interest | 43,370 | 157,059 |
Contract receivables liability with recourse | 1,414,639 | |
Accrued liabilities | 114,816 | 23,921 |
Contract liabilities | 143,033 | |
Total Current Liabilities | 2,447,031 | 224,693 |
Deferred Rent | 1,716 | |
Total Liabilities | 2,448,747 | 224,693 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of December 31, 2019 and 2018 | ||
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 27,025,029 and 26,538,401 shares issued, issuable and outstanding as of December 31, 2019 and 2018, respectively | 2,703 | 2,656 |
Additional paid-in capital | 914,606 | 409,683 |
Accumulated deficit | (907,000) | (306,187) |
Total Stockholders' Equity | 10,309 | 106,152 |
Total Liabilities and Stockholders' Equity | $ 2,459,056 | $ 330,845 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2,125 | $ 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 | 27,025,029 | 26,538,401 |
Common stock, shares outstanding | 27,025,029 | 26,538,401 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net | $ 6,678,790 | $ 61,333 |
Cost of sales, related party | 5,197,938 | |
Cost of sales | 620,500 | 22,651 |
Total cost of sales | 5,818,438 | 22,651 |
Gross profit | 860,352 | 38,682 |
Warehouse and selling expenses | 646,249 | 151,474 |
General and administrative expenses | 471,273 | 145,038 |
Total operating expenses | 1,117,522 | 296,512 |
Net loss from operations | (257,170) | (257,830) |
Other expense | ||
Factoring Fees | 202,284 | |
Interest Expense | 140,359 | |
Interest expense - related party | 1,000 | 1,000 |
Interest expense | 343,643 | 1,000 |
Loss before tax benefit | (600,813) | (258,830) |
Income tax benefit | ||
Net Loss | $ (600,813) | $ (258,830) |
Net loss per share: | ||
Basic and diluted | $ (0.02) | $ (0.01) |
Weighted average shares outstanding: | ||
Basic and diluted | 26,799,927 | 27,179,634 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | 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 | ||||
Redeemed shares, value | $ (202) | (19,998) | (20,200) | ||
Redeemed shares | (2,020,000) | ||||
Issuance of common stock for services | $ 2 | 14,998 | 15,000 | ||
Issuance of common stock for services, shares | 20,000 | ||||
Issuance of common stock for cash | $ 1,026 | 320,257 | 321,283 | ||
Issuance of common stock for cash, shares | 10,268,400 | ||||
Warehouse services provided by shareholder contributed as capital | 10,600 | 10,600 | |||
Net Loss for the year | (258,830) | (258,830) | |||
Balance at Dec. 31, 2018 | $ 2,656 | 409,683 | (306,187) | 106,152 | |
Balance, shares at Dec. 31, 2018 | 26,568,400 | ||||
Issuance of common stock for services | $ 3 | 22,494 | 22,497 | ||
Issuance of common stock for services, shares | 29,997 | ||||
Issuance of common stock for cash | $ 21 | 152,229 | 152,250 | ||
Issuance of common stock for cash, shares | 203,000 | ||||
Issuance of common stock, in lieu of interest | $ 18 | 140,205 | 140,223 | ||
Issuance of common stock, in lieu of interest, shares | 186,965 | ||||
Conversion of promissory note to common stock | $ 29 | 214,971 | 215,000 | ||
Conversion of promissory note to common stock, shares | 286,667 | ||||
Redemption and cancellation of shares | $ (12) | (24,988) | (25,000) | ||
Redemption and cancellation of shares, shares | (125,000) | ||||
Cancellation of shares | $ (12) | 12 | |||
Cancellation of shares, shares | (125,000) | ||||
Net Loss for the year | (600,813) | (600,813) | |||
Balance at Dec. 31, 2019 | $ 2,703 | $ 914,606 | $ (907,000) | $ 10,309 | |
Balance, shares at Dec. 31, 2019 | 27,025,029 |
Statements of Cash Flow
Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities: | ||
Net Loss | $ (600,813) | $ (258,830) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for service | 22,496 | 15,000 |
Stock issued in lieu of cash payment of interest | 140,224 | |
Expenses paid by stockholder and contributed as capital | 10,600 | |
Expenses paid by shareholder | 11,586 | |
Changes in: | ||
Trade accounts receivable | (108,582) | (13,160) |
Allowance for doubtful accounts | (7,823) | |
Contract Receivables | (1,554,510) | |
Prepaid expenses and other current assets | 50,303 | (49,484) |
Inventory | (402,278) | (208,369) |
Deposits | (9,310) | |
Accounts payable | 155,574 | 57,297 |
Accounts payable related party | 546,612 | |
Accrued liabilities | 65,894 | |
Contract liabilities | 143,033 | |
Deferred rent | 1,716 | |
Net cash used in operating activities | (1,545,878) | (446,946) |
Cash flows from financing activities: | ||
Repayment of stockholders loans | (140,000) | |
Repayment of notes payable | (65,000) | (8,000) |
Collection of subscription receivable | 210 | |
Proceeds from advance from related party | 156,059 | |
Proceeds from issuance of notes payable | 280,000 | |
Proceeds from issuance of common stock | 152,250 | 301,081 |
Proceeds from contract receivables with recourse | 1,414,639 | |
Net cash provided by financing activities | 1,641,889 | 449,350 |
Net change in cash | 96,011 | 2,404 |
Cash at the beginning of the year | 2,999 | 595 |
Cash at the end of the year | 99,010 | 2,999 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,000 | |
Non-cash investing and financing activities | ||
Conversion of promissory note | 215,000 | |
Redemption and cancelation of shares | 25,000 | |
Liabilities paid by shareholder | 14,726 | |
Financing of insurance premiums | $ 8,000 |
Nature of Operations and Financ
Nature of Operations and Financial Condition | 12 Months Ended |
Dec. 31, 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. (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. 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 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 its consumers with experiences that had previously only been attainable in Europe. In January 2018, 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.” During 2019, the Company built the distribution of the Iron Energy product nationwide. Beginning in February 2019, the Company expanded its import and distribution network with the distribution of chocolate products and significantly grew its sales and distribution volumes. The Company entered into long term supply agreements with major U.S national retailers to import chocolate products under “Private Label Brands” that are currently being sold in over 20,000 retail locations across the U.S. The Company takes pride in the variety of consumer products it imports and is proud to share them with its consumers nationwide. The Company’s recent expansion of the import and distribution of snacks, chocolate and chocolate related products that are currently being sold to U.S. national retailers presents the Company with a substantial growth opportunity to introduce to its retail partners to many other consumer products and to increase its network of retailers. Going Concern The Company has generated revenue this year of approximately $6.7 million and incurred a net loss of $600,813 for the year ending December 31, 2019 and has an accumulated deficit of $907,000 since its inception. As of December 31, 2019, the Company had a cash balance available of approximately $99,010 and working capital of $2,715 which is not sufficient to meet its operating requirements for the next twelve months. Therefore, the Company’s ability to continue as a going concern is dependent on its ability to grow its revenue and 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 Company failed to meet its minimum annual purchase requirements under the FoodCare Sp. z.o.o. (“FoodCare”) agreement, in part due to FoodCare’s failure to provide promised marketing support. The Company is currently re-evaluating the agreement and relationship with FoodCare. If the FoodCare agreement is terminated, the Company would no longer have exclusive rights to distribute FoodCare’s Iron Energy drinks. The Company has found greater success with the distribution of chocolate and snack products instead of beverages. In addition to importing products from Millano Group, the Company has recently established relationships with other European manufacturers that can manufacture wide range of “panned” products, meaning those that are coated with a sugar syrup and/or chocolate, such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand of the Company’s national retailers. The Company is continuing to evaluate various financing options in order to continue the funding of the expansion of its operations, the products being offered and its customer base. The accompanying 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 year ending December 31, 2019 and 2018 is $50,117 and $46,564, 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 and reserves in regards to receivables and revenue. Actual results could differ from those estimates. Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU Topic 606. The Company has adopted the new standard on January 1, 2019 and has used the modified retrospective method. The majority of the Company’s business is ship and bill. Based on our analysis, the Company did not identify a cumulative effect adjustment to retained earnings at December 31, 2018. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 606 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 606, the Company performs the following five steps: (1) identify the contract (s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 11 for revenue disaggregated by product line. 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 picked up or delivered based on the terms contained within the underlying contracts or agreements. 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. Shipping Costs Costs associated with shipping product to customers were $201,561 and $0 for the years ended December 31, 2019 and 2018, respectively, is included in warehouse and selling expenses. 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 December 31, 2019 and 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 the Company determines that the potential for recovery is remote. An allowance for doubtful accounts of approximately $2,125 and $9,900 is reserved as of December 31, 2019 and 2018, respectively. We are 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. For the year ended December 31, 2019, we had one customer who comprised approximately 86% or $1,453,432 of our contract receivables with recourse and one customer who comprised approximately 57% or $74,544 of our accounts receivable. For the year ended December 31, 2018, we had no customers whose accounts receivable exceeded 10% of our accounts receivable. For the year ended December 31, 2019, we had two customers with sales in excess of 10% of our revenue and they represented 72% of our revenue. For the year ended December 31, 2018, we had two customers with sales in excess of 10% of our revenue and they represented 64% of our revenue. Distribution Agreements and 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 failed to meet its minimum purchases in 2018, due in part to FoodCare’s failure to provide marketing support as promised. The Company is currently re-evaluating the agreement and relationship with FoodCare. The Company’s only business line in 2018 was the distribution of “Iron Energy” drink that continues to be part of the Company’s product offering in 2019. The cancelation of the “Iron Energy” drink distribution agreement will not significantly affect the company or its revenue. At the beginning of 2019, the Company established relationships with other European manufacturers that can manufacture a wide range of “panned” products such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items, as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand from the Company’s national retailers. Vendor Concentration Currently, the Company is sourcing all its chocolate products and snacks from the Millano Group, a related party. The Company has not entered into a distributor agreement but is currently negotiating an agreement with Millano Group. The Company, due to relationships with other European manufacturers, could find other sources to replace its chocolate and snack products if the Company were to terminate Millano Group as it suppler for chocolate products. Total purchases in 2019 were approximately $5,102,224 which represents 99% of product purchases. 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 December 31, 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 December 31, 2019 and 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other Simplifying the Test for Goodwill Impairment. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For emerging growth companies, the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2019. The Company is in the process of reviewing the potential impact of ASU 2018-07. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 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 realizable value. Inventory cost includes all freight (ocean, air and truck) costs to the warehouse, import duties, regulatory and miscellaneous fees. Inventory is as follows: December 31, 2019 December 31, 2018 Finished goods – in transit to warehouse $ 399,043 $ - Finished goods – in warehouse 211,604 192,318 Finished goods - consignment - 16,051 $ 610,647 $ 208,369 During 2019, the Company removed beverage product totaling approximately $245,000 from inventory due to reaching the end of its shelf life and becoming unsaleable. A proprietary label problem on some chocolate products of approximately $207,900 was identified and removed from inventory as the product was unsaleable. The labeling problem was corrected for future products. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses | |
Prepaid Expenses | Note 4 – Prepaid Expenses Prepaid inventory The Company’s foreign suppliers will generally require that the Company pay in advance of an inventory shipment to it from Europe. The Company’s 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 seaport in Poland. Amounts transferred to FoodCare to secure future delivery, but prior to transfer of title of those shipments, are recorded as prepaid inventory. December 31, 2019 December 31, 2018 Prepaid services $ 1,049 $ 3,674 Prepaid Rent 4,655 - Prepaid inventory 50,310 102,643 $ 56,014 $ 106,317 |
Notes Payable Other
Notes Payable Other | 12 Months Ended |
Dec. 31, 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% monthly or the equivalent of 48% per annum rate. The note was repaid in full in June 2019. The Company issued to the lender 26,965 shares of the Company’s common stock value at $20,224 in lieu of a cash payment of interest. On February 22, 2019, the Company entered into a promissory note in the amount of $215,000. The note matured on December 31, 2019 and at the option of the lender could 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 common stock issuable under the term of the promissory note was valued at $112,500 with an effective interest rate of 88.5% and was amortized over the term of the note. Through December 31, 2019 approximately $112,500 has been amortized and recorded as Interest Expense. The lender in December 2019 converted the promissory note into 286,667 shares of the Company’s common stock at the conversion price of $0.75 per share. On March 11, 2019, the Company issued a promissory note in the amount of $65,000. The note accrued interest at 5% every 45 days on the unpaid principal balance or the equivalent of 40.6% per annum rate. The promissory note was repaid in full on June 11, 2019. The Company issued to the lender 10,000 shares of the Company’s common stock valued at $7,500 in lieu of a cash payment of interest. |
Contract Receivables Liability
Contract Receivables Liability with Recourse | 12 Months Ended |
Dec. 31, 2019 | |
Contract Receivables Liability With Recourse | |
Contract Receivables Liability with Recourse | Note 6 – Contract Receivables Liability 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. On September 11, 2019, the lender (now doing business as Triumph Business Capital), entered into an amended agreement with the Company which lowered the interest rate charged by the lender from 0.49% for every 10 days to Prime Rate (floor of 5.5%) plus 3%. As of December 31, 2019 the Company owes $1,414,639 for advances on their 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 | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity The Board of Directors is authorized to issue preferred stock by series that will establish the number of shares to be included and fix the designation, powers, preferences and rights of the shares each such series and the qualifications, limitations or restrictions thereof. At December 31, 2019, the Company has not established any series of preferred stock. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. From January 1 to December 31, 2018 the Company issued 10,268,400 shares of common stock in consideration of cash proceeds of $321,283 and redeemed 2,020,000 shares of its common stock and refunded $20,200 for net proceeds of $301,083 and collected a subscription receivable of $210. From January 1 to December 31, 2019 the Company issued 203,000 shares of common stock in consideration of cash proceeds of $152,250. The Company also issued 29,997 shares of common stock for services rendered with a value of $22,497 and issued 186,965 shares valued at $140,223 in lieu of a cash payment of interest and issued 286,667 shares upon the conversion of the $215,000 promissory note. At December 31, 2019, the Company has no outstanding options or warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 were due on or before August 1, 2019 and a payable of $2,059. The two notes have a fixed interest fee of $1,000 for each of the notes. One shareholder was repaid in June 2019 his promissory note and accrued interest which totaled $61,000. In December 2019 the shareholder paid $6,276 of Company expenses and $14,726 of Company liabilities. In January 2020 the Company reimbursed the shareholder. The due date for the second shareholder note has been extended to be due on or before August 1, 2020 and as of December 31, 2019, $78,000 has been repaid leaving an outstanding loan balance of $17,000 and a payable of $4,370. Unpaid interest of $1,000 has been accrued as of December 31, 2019 for the remaining promissory note. The Company repaid the remaining principal and accrued interest in February 2020 and paid $2,311 of the outstanding payable in March 2020. At December 31, 2019 the related party balances were as follows: December 31, 2019 December 31, 2018 Loans $ 17,000 $ 155,000 Accounts payable 25,371 2,059 Total related party $ 42,371 $ 157,059 The unpaid loan balance of $17,000 at December 31, 2019 was repaid during January and February 2020. The Company is purchasing all of its chocolate products from Millano Group, a related party (controlled by the father of a major shareholder), and was owed $546,612 at December 31, 2019. The balance is reflected in accounts payable related party. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes Significant components of the Company’s deferred tax assets were as follows for the year ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforward $ 229,000 $ 64,000 Total deferred tax assets $ 229,000 $ 64,000 Deferred tax liabilities - - Total deferred tax liabilities - - Net deferred tax assets (liabilities) 229,000 64,000 Less valuation allowance (229,000 ) (64,000 ) Net deferred tax assets (liabilities) $ - $ - At December 31, 2019 and, 2018, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $752,000. The federal and state net operating loss carryforwards will expire beginning in 2037. The income tax expense (benefit) consisted of the following for the years ended December 31, 2019 and 2018: 2019 2018 Total current $ - $ - Total deferred $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision (15%) to the actual income tax benefit for the years ended December 31, 2019 and 2018: 2019 2018 Federal statutory rate (benefit) $ (126,000 ) $ (51,200 ) State tax (benefit), net of federal benefits (39,000 ) (17,800 ) Permanent differences - 7,400 Change in valuation allowance 165,000 61,600 $ - $ - Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Office Lease
Office Lease | 12 Months Ended |
Dec. 31, 2019 | |
Office Lease | |
Office Lease | Note 10– Office Lease On February 4, 2019, the Company entered into a sublease for office space located in Bannockburn, Illinois. The sublease terminates on September 30, 2022. Rent for the year ending December 31, 2019 was $52,256. The annual rent per the sublease is as follows: 2020 $ 57,396 2021 59,107 2022 15,110 $ 131,613 The Company also paid a security deposit of $9,310. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 11– Revenue The Company has included in current liabilities, contract liabilities which represent an estimate for customer chargebacks related to delivery exceptions and other allowances to customers based on their respective contracts or agreements. At December 31, 2019, the Company reduced revenue in the amounts of $131,239 for chargebacks and $338,428 in other allowances to customers. The Company’s revenue is invoiced when control passes to the customer. Payment terms range from 30 days to 120 days with discounts offered for early payment. The following table presents revenues by product line for the years ended December 31: 2019 2018 Chocolate $ 6,570,709 $ - Energy drinks 108,081 61,333 Totals $ 6,678,790 $ 61,333 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12– 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events In January 2020 the Company received $45,000 for 60,000 shares of common stock valued at $0.75 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 year ending December 31, 2019 and 2018 is $50,117 and $46,564, 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 and reserves in regards to receivables and revenue. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU Topic 606. The Company has adopted the new standard on January 1, 2019 and has used the modified retrospective method. The majority of the Company’s business is ship and bill. Based on our analysis, the Company did not identify a cumulative effect adjustment to retained earnings at December 31, 2018. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 606 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 606, the Company performs the following five steps: (1) identify the contract (s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 11 for revenue disaggregated by product line. 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 picked up or delivered based on the terms contained within the underlying contracts or agreements. |
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. |
Shipping Costs | Shipping Costs Costs associated with shipping product to customers were $201,561 and $0 for the years ended December 31, 2019 and 2018, respectively, is included in warehouse and selling expenses. |
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 December 31, 2019 and 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 the Company determines that the potential for recovery is remote. An allowance for doubtful accounts of approximately $2,125 and $9,900 is reserved as of December 31, 2019 and 2018, respectively. We are 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. For the year ended December 31, 2019, we had one customer who comprised approximately 86% or $1,453,432 of our contract receivables with recourse and one customer who comprised approximately 57% or $74,544 of our accounts receivable. For the year ended December 31, 2018, we had no customers whose accounts receivable exceeded 10% of our accounts receivable. For the year ended December 31, 2019, we had two customers with sales in excess of 10% of our revenue and they represented 72% of our revenue. For the year ended December 31, 2018, we had two customers with sales in excess of 10% of our revenue and they represented 64% of our revenue. |
Distribution Agreements -Supplier Concentration | Distribution Agreements and 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 failed to meet its minimum purchases in 2018, due in part to FoodCare’s failure to provide marketing support as promised. The Company is currently re-evaluating the agreement and relationship with FoodCare. The Company’s only business line in 2018 was the distribution of “Iron Energy” drink that continues to be part of the Company’s product offering in 2019. The cancelation of the “Iron Energy” drink distribution agreement will not significantly affect the company or its revenue. At the beginning of 2019, the Company established relationships with other European manufacturers that can manufacture a wide range of “panned” products such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items, as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand from the Company’s national retailers. |
Vendor Concentration | Vendor Concentration Currently, the Company is sourcing all its chocolate products and snacks from the Millano Group, a related party. The Company has not entered into a distributor agreement but is currently negotiating an agreement with Millano Group. The Company, due to relationships with other European manufacturers, could find other sources to replace its chocolate and snack products if the Company were to terminate Millano Group as it suppler for chocolate products. Total purchases in 2019 were approximately $5,102,224 which represents 99% of product purchases. |
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 December 31, 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 December 31, 2019 and 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other Simplifying the Test for Goodwill Impairment. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For emerging growth companies, the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2019. The Company is in the process of reviewing the potential impact of ASU 2018-07. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is as follows: December 31, 2019 December 31, 2018 Finished goods – in transit to warehouse $ 399,043 $ - Finished goods – in warehouse 211,604 192,318 Finished goods - consignment - 16,051 $ 610,647 $ 208,369 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | December 31, 2019 December 31, 2018 Prepaid services $ 1,049 $ 3,674 Prepaid Rent 4,655 - Prepaid inventory 50,310 102,643 $ 56,014 $ 106,317 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | At December 31, 2019 the related party balances were as follows: December 31, 2019 December 31, 2018 Loans $ 17,000 $ 155,000 Accounts payable 25,371 2,059 Total related party $ 42,371 $ 157,059 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets were as follows for the year ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforward $ 229,000 $ 64,000 Total deferred tax assets $ 229,000 $ 64,000 Deferred tax liabilities - - Total deferred tax liabilities - - Net deferred tax assets (liabilities) 229,000 64,000 Less valuation allowance (229,000 ) (64,000 ) Net deferred tax assets (liabilities) $ - $ - |
Schedule of Income Tax Benefit | The income tax expense (benefit) consisted of the following for the years ended December 31, 2019 and 2018: 2019 2018 Total current $ - $ - Total deferred $ - $ - |
Schedule of Effective Tax Rates Reconciliation | The following is a reconciliation of the expected statutory federal income tax provision (15 percent) to the actual income tax benefit for the years ended December 31, 2019 and 2018: 2019 2018 Federal statutory rate (benefit) $ (126,000 ) $ (51,200 ) State tax (benefit), net of federal benefits (39,000 ) (17,800 ) Permanent differences - 7,400 Change in valuation allowance 165,000 61,600 $ - $ - |
Office Lease (Tables)
Office Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Office Lease Tables Abstract | |
Schedule of Annual Rent Sublease | The annual rent per the sublease is as follows: 2020 $ 57,396 2021 59,107 2022 15,110 $ 131,613 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | The following table presents revenues by product line for the years ended December 31: 2019 2018 Chocolate $ 6,570,709 $ - Energy drinks 108,081 61,333 Totals $ 6,678,790 $ 61,333 |
Nature of Operations and Fina_2
Nature of Operations and Financial Condition (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenue | $ 6,678,790 | $ 61,333 |
Net loss | (600,813) | (258,830) |
Accumulated deficit | (907,000) | (306,187) |
Cash balance | 99,010 | $ 2,999 |
Working capital | $ 2,715 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Advertising expense | $ 50,117 | $ 46,564 |
Shipping costs | 201,561 | 0 |
Cash balances in excess of FDIC | ||
Allowance for doubtful accounts | 2,125 | 9,900 |
Cost of sales | 620,500 | 22,651 |
Deferred tax assets | ||
Valuation allowances description | As of December 31, 2019 and 2018, there were no net deferred tax assets, as the Company established a 100% valuation allowance, due to the uncertainty of the realization of net operating loss carryforwards prior to their expiration. | |
Dilutive securities | ||
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. | |
Contract Receivables [Member] | One Customer [Member] | ||
Concentration risk percentage | 86.00% | |
Contract receivable | $ 1,453,432 | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration risk percentage | 57.00% | |
Contract receivable | $ 74,544 | |
Accounts Receivable [Member] | No Customer [Member] | ||
Concentration risk percentage | 10.00% | |
Revenue [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
Revenue [Member] | Two Customer [Member] | ||
Concentration risk percentage | 72.00% | 64.00% |
Purchase [Member] | ||
Concentration risk percentage | 99.00% | |
Cost of sales | $ 5,102,224 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory | $ 610,647 | $ 208,369 |
Beverage Product [Member] | ||
Inventory | 245,000 | |
Chocolate Product [Member] | ||
Inventory | $ 207,900 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Inventory | $ 610,647 | $ 208,369 |
Finished Goods - in Transit to Warehouse [Member] | ||
Inventory [Line Items] | ||
Inventory | 399,043 | |
Finished Goods - in Warehouse [Member] | ||
Inventory [Line Items] | ||
Inventory | 211,604 | 192,318 |
Finished Goods - Consignment [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 16,051 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expenses | ||
Prepaid services | $ 1,049 | $ 3,674 |
Prepaid Rent | 4,655 | |
Prepaid inventory | 50,310 | 102,643 |
Total prepaid expenses | $ 56,014 | $ 106,317 |
Notes Payable Other (Details Na
Notes Payable Other (Details Narrative) - USD ($) | Feb. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 11, 2019 | Feb. 06, 2019 |
Issuance of common stock | $ 152,250 | $ 321,283 | |||
Interest Expense | 140,359 | ||||
Issuance of common stock, in lieu of interest | $ 140,223 | ||||
Lender [Member] | |||||
Issuance of common stock, shares | 26,965 | ||||
Issuance of common stock | $ 20,224 | ||||
Promissory Note [Member] | |||||
Debt face amount | $ 215,000 | $ 65,000 | $ 150,000 | ||
Debt interest | 5.00% | 4.00% | |||
Effective interest | 88.50% | 40.60% | 48.00% | ||
Debt instrument exercise price | $ 0.75 | ||||
Debt maturity period | Dec. 31, 2019 | ||||
Issuance of common stock, in lieu of interest, shares | 10,000 | ||||
Issuance of common stock, in lieu of interest | $ 7,500 | ||||
Promissory Note [Member] | Lender [Member] | |||||
Issuance of common stock, shares | 150,000 | ||||
Debt instrument exercise price | $ 0.75 | ||||
Value of shares issued | $ 112,500 | ||||
Interest Expense | $ 112,500 | ||||
Converted of promissory note | 286,667 |
Contract Receivables Liabilit_2
Contract Receivables Liability with Recourse (Details Narrative) - USD ($) | Sep. 11, 2019 | Dec. 31, 2019 |
Advance Business Capital LLC [Member] | ||
Amount payable on advances against receivables | $ 1,414,639 | |
Lender [Member] | Amended Agreement [Member] | ||
Interest rate | 0.49% | |
Changes in interest rate | 3.00% | |
Interest rate description | On September 11, 2019, the lender (now doing business as Triumph Business Capital), entered into an amended agreement with the Company which lowered the interest rate charged by the lender from 0.49% for every 10 days to Prime Rate (floor of 5.5%) plus 3% | |
Lender [Member] | Amended Agreement [Member] | Prime Rate [Member] | ||
Changes in interest rate | 5.50% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 |
Issuance of common stock for cash | $ 152,250 | $ 321,283 |
Common stock redeemed value | (20,200) | |
Subscription receivable | 210 | |
Issuance of common stock for services | 22,497 | $ 15,000 |
Issuance of common stock, in lieu of interest | 140,223 | |
Conversion of promissory note to common stock | $ 215,000 | |
Outstanding options or warrants | ||
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Issuance of common stock for cash, shares | 203,000 | 10,268,400 |
Issuance of common stock for cash | $ 152,250 | $ 321,283 |
Common stock redeemed shares | 2,020,000 | |
Common stock redeemed value | $ (20,200) | |
Common stock refunded | 301,083 | |
Issuance of common stock for services, shares | 29,997 | |
Issuance of common stock for services | $ 22,497 | $ 15,000 |
Issuance of common stock, in lieu of interest, shares | 186,965 | |
Issuance of common stock, in lieu of interest | $ 140,223 | |
Conversion of promissory note to common stock, shares | 286,667 | |
Conversion of promissory note to common stock | $ 215,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Repayments of notes payable | $ 65,000 | $ 8,000 | ||
Millano Group [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 546,612 | |||
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 maturity date, description | on or before August 1, 2019 | |||
Debt instrument, periodic payment | $ 2,059 | |||
Interest payable | 1,000 | |||
One Significant Shareholder [Member] | Promissory Note One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayments of notes payable | $ 61,000 | |||
Shareholder [Member] | Paid Expenses of Company [Member]] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 6,276 | |||
Shareholder [Member] | Paid Liabilities of Company [Member]] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 14,726 | |||
Second Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayments of notes payable | 17,000 | |||
Second Shareholder [Member] | Promissory Note Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 17,000 | |||
Repayments of notes payable | $ 78,000 | |||
Interest due date | Aug. 1, 2020 | |||
Loans payable | $ 4,370 | |||
Unpaid interest | $ 1,000 | |||
Second Shareholder [Member] | Promissory Note Two [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument maturity date, description | The due date for the second shareholder note has been extended to be due on or before August 1, 2020 | |||
Repayments of notes payable | $ 2,311 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transaction (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total related party | $ 43,370 | $ 157,059 |
Related Party [Member] | ||
Total related party | 42,371 | 157,059 |
Loans [Member] | Related Party [Member] | ||
Total related party | 17,000 | 155,000 |
Accounts Payable [Member] | Related Party [Member] | ||
Total related party | $ 25,371 | $ 2,059 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 752,000 | $ 752,000 |
Net operating loss carryforwards expiration date | 2037 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 229,000 | $ 64,000 |
Total deferred tax assets | 229,000 | 64,000 |
Deferred tax liabilities | ||
Total deferred tax liabilities | ||
Net deferred tax assets (liabilities) | 229,000 | 64,000 |
Less valuation allowance | (229,000) | (64,000) |
Net deferred tax assets (liabilities) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rates Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate (benefit) | $ (126,000) | $ (51,200) |
State taxes (benefit), net of federal benefits | (39,000) | (17,800) |
Permanent differences | 7,400 | |
Change in valuation allowance | 165,000 | 61,600 |
Effective tax rates reconciliation |
Office Lease (Details Narrative
Office Lease (Details Narrative) - USD ($) | Feb. 04, 2019 | Dec. 31, 2019 |
Lease, Cost [Abstract] | ||
Lease termination date | Sep. 30, 2022 | |
Rent expenses | $ 52,256 | |
Security deposit | $ 9,310 |
Office Lease - Schedule of Annu
Office Lease - Schedule of Annual Rent Sublease (Details) | Dec. 31, 2019USD ($) |
Lease, Cost [Abstract] | |
2020 | $ 57,396 |
2021 | 59,107 |
2022 | 15,110 |
Sublease, annual rental, total | $ 131,613 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue reduction during period for chargebacks | $ 131,239 |
Other allowance to customers | $ 338,428 |
Revenue payment terms, description | Payment terms range from 30 days to 120 days with discounts offered for early payment. |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Totals | $ 6,678,790 | $ 61,333 |
Chocolate [Member] | ||
Totals | 6,570,709 | |
Energy Drinks [Member] | ||
Totals | $ 108,081 | $ 61,333 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Proceeds from issuance of common stock | $ 152,250 | $ 301,081 | |
Subsequent Event [Member] | |||
Proceeds from issuance of common stock | $ 45,000 | ||
Common stock issued during period | 60,000 | ||
Shares issued price per share | $ 0.75 |