Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Veroni Brands Corp. | |
Entity Central Index Key | 0001693690 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 Common Stock, Shares Outstanding | 27,085,028 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | [1] |
Current Assets | |||
Cash & equivalents | $ 17,345 | $ 99,010 | |
Accounts Receivable, net allowance for doubtful accounts of $0 and $2,125, respectively | 223,334 | 129,565 | |
Contract Receivables with recourse | 1,210,560 | 1,554,510 | |
Accounts Receivables, related party | 184,848 | ||
Inventory | 463,620 | 610,647 | |
Prepaid expenses and other current assets | 94,589 | 56,014 | |
Total Current Assets | 2,194,296 | 2,449,746 | |
Deposits | 9,310 | 9,310 | |
Total Assets | 2,203,606 | 2,459,056 | |
Current Liabilities | |||
Accounts payable | 296,514 | 184,561 | |
Accounts payable related party | 508,475 | 546,612 | |
Notes payable - related parties including interest | 43,370 | ||
Contract receivables liability with recourse | 977,545 | 1,414,639 | |
Accrued liabilities | 51,771 | 114,816 | |
Contract liabilities | 110,000 | 143,033 | |
Paycheck protection program loans (PPP) | 56,250 | ||
Short term loans | 9,287 | ||
Total Current Liabilities | 2,009,842 | 2,447,031 | |
Deferred Rent | 1,954 | 1,716 | |
Total Liabilities | 2,011,796 | 2,448,747 | |
STOCKHOLDERS’ EQUITY | |||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of March 31, 2020 and December 31, 2019 | |||
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 27,085,028 and 27,025,028 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 2,709 | 2,703 | |
Additional paid-in capital | 959,600 | 914,606 | |
ACCUMULATED DEFICIT | (770,499) | (907,000) | |
Total Stockholders' Equity | 191,810 | 10,309 | |
Total Liabilities and Stockholders' Equity | $ 2,203,606 | $ 2,459,056 | |
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 2,125 |
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 | 27,085,028 | 27,025,028 |
Common stock, shares outstanding | 27,085,028 | 27,025,028 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 1,671,932 | $ 2,291,784 | $ 2,812,617 | $ 3,331,140 |
Cost of sales, related party | 1,346,763 | 1,677,003 | 2,065,872 | 2,532,985 |
Cost of sales | 33,398 | 80,015 | 48,755 | 112,656 |
Total cost of sales | 1,380,161 | 1,757,018 | 2,114,627 | 2,645,641 |
Gross profit | 291,771 | 534,766 | 697,990 | 685,499 |
Warehouse and selling expenses | 49,450 | 294,977 | 135,591 | 381,173 |
General and administrative expenses | 204,248 | 122,317 | 374,331 | 170,146 |
Total operating expenses | 253,698 | 417,294 | 509,922 | 551,319 |
Income from operations | 38,073 | 117,472 | 188,068 | 134,180 |
Other income (expense) | ||||
Other income | 1,000 | 1,000 | ||
Factoring fees | (29,537) | (61,219) | (52,567) | (61,537) |
Interest expense | (54,742) | (74,091) | ||
Total other income (expense) | (28,537) | (115,961) | (51,567) | (135,628) |
Income (Loss) before income taxes | 9,536 | 1,511 | 136,501 | (1,448) |
Income taxes | ||||
Net Income (Loss) | $ 9,536 | $ 1,511 | $ 136,501 | $ (1,448) |
Net loss per share: | ||||
Basic and diluted | $ 0.01 | |||
Weighted average shares outstanding: | ||||
Basic and diluted | 27,085,030 | 26,803,046 | 27,080,415 | 26,730,018 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |
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 | 22,495 | 22,498 | |||
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 | ||||||
Issuance of common stock, in lieu of interest, Shares | ||||||
Net Loss for the year | $ (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 | ||
Balance, shares at Dec. 31, 2018 | 26,568,400 | |||||
Net Loss for the year | (1,448) | |||||
Balance at Jun. 30, 2019 | $ 2,695 | 696,892 | (307,635) | 391,952 | ||
Balance, shares at Jun. 30, 2019 | 26,951,397 | |||||
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 for services | ||||||
Issuance of common stock for services, shares | ||||||
Issuance of common stock for cash | ||||||
Issuance of common stock for cash, shares | ||||||
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 year | $ 1,511 | $ 1,511 | ||||
Balance at Jun. 30, 2019 | $ 2,695 | 696,892 | (307,635) | 391,952 | ||
Balance, shares at Jun. 30, 2019 | 26,951,397 | |||||
Balance at Dec. 31, 2019 | $ 2,703 | 914,606 | (907,000) | 10,309 | [1] | |
Balance, shares at Dec. 31, 2019 | 27,025,028 | |||||
Issuance of common stock for services | $ 6 | 44,994 | 45,000 | |||
Issuance of common stock for services, shares | 60,000 | |||||
Issuance of common stock for cash | ||||||
Issuance of common stock for cash, shares | ||||||
Issuance of common stock, in lieu of interest | ||||||
Issuance of common stock, in lieu of interest, Shares | ||||||
Net Loss for the year | $ 126,965 | $ 126,965 | ||||
Balance at Mar. 31, 2020 | $ 2,709 | 959,600 | (780,035) | 182,274 | ||
Balance, shares at Mar. 31, 2020 | 27,085,028 | |||||
Balance at Dec. 31, 2019 | $ 2,703 | 914,606 | (907,000) | 10,309 | [1] | |
Balance, shares at Dec. 31, 2019 | 27,025,028 | |||||
Net Loss for the year | 136,501 | |||||
Balance at Jun. 30, 2020 | $ 2,709 | 959,600 | (770,499) | 191,810 | ||
Balance, shares at Jun. 30, 2020 | 27,085,028 | |||||
Balance at Mar. 31, 2020 | $ 2,709 | 959,600 | (780,035) | 182,274 | ||
Balance, shares at Mar. 31, 2020 | 27,085,028 | |||||
Issuance of common stock for services | ||||||
Issuance of common stock for services, shares | ||||||
Issuance of common stock for cash | ||||||
Issuance of common stock for cash, shares | ||||||
Issuance of common stock, in lieu of interest | ||||||
Issuance of common stock, in lieu of interest, Shares | ||||||
Net Loss for the year | $ 9,536 | $ 9,536 | ||||
Balance at Jun. 30, 2020 | $ 2,709 | $ 959,600 | $ (770,499) | $ 191,810 | ||
Balance, shares at Jun. 30, 2020 | 27,085,028 | |||||
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Statements of Cash Flow
Statements of Cash Flow - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flow from operating activities: | ||
Net Income (Loss) | $ 136,501 | $ (1,448) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for service | 22,498 | |
Amortization & impairment | 37,773 | |
Changes in: | ||
Trade accounts receivable | (93,769) | (10,219) |
Accounts receivable - related party | (184,848) | |
Contract receivables | 343,950 | (1,897,042) |
Inventory | 147,027 | (463,379) |
Prepaid expenses and other current assets | (23,716) | 100,502 |
Deposits | (9,310) | |
Accounts payable | 111,953 | 288,901 |
Accounts payable related party | (38,137) | |
Accrued liabilities | (63,045) | 138,127 |
Deferred rent | 238 | |
Contract liabilities | (33,033) | |
Notes and accounts payable - related party (including interest) | 3,311 | |
Net cash provided by (used in) operating activities | 303,121 | (1,790,286) |
Cash flows from financing activities: | ||
Repayment of shareholders loans | (43,370) | (60,000) |
Repayment of insurance loans | (5,572) | |
Repayment of notes payable | (215,000) | |
Proceeds from PPP loans | 56,250 | |
Proceeds from issuance of notes payable | 430,000 | |
Proceeds from issuance of common stock, net of redemption | 45,000 | 152,250 |
(Payment of) proceeds from contract receivables with recourse | (437,094) | 1,579,149 |
Net cash provided by (used in) financing activities | (384,786) | 1,886,399 |
Net change in cash | (81,665) | 96,113 |
Cash at the beginning of the year | 99,010 | 2,999 |
Cash at the end of the year | 17,345 | 99,112 |
Cash paid for: | ||
Interest | 20,583 | |
Taxes | ||
Non-cash investing and financing activities | ||
Financing of insurance premiums | $ 14,859 |
Nature of Operations and Financ
Nature of Operations and Financial Condition | 6 Months Ended |
Jun. 30, 2020 | |
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. During 2019, the Company built the distribution of the Iron Energy product nationwide but demand never grew to acceptable levels and the product was discontinued in April 2020. 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 its “Sweet Desire” brand as well as “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. Basis of presentation: unaudited interim financial information The accompanying interim condensed financial statements are unaudited. In the 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 14, 2020 for the years ended December 31, 2019, and 2018. Going Concern The Company has generated revenue this year of approximately $2.8 million and has income of $136,501 for the six months ending June 30, 2020 and has an accumulated deficit of $770,499 since its inception. As of June 30, 2020, the Company had a cash balance available of $17,345 and working capital of $184,454, 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 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 | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Reclassifications Certain reclassifications have been made in the 2019 financial statements to conform to the 2020 presentation. These reclassifications have no effect on net loss for 2019. Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the six months ending June 30, 2020 and 2019 is $0 and $4,135, 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 management’s 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 – Revenue, 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 aggregating approximately $125,908 and $50,372 for the six months ended June 30, 2020 and 2019, respectively, are 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 June 30, 2020 and December 31, 2019, 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 $0 and $2,125 is reserved as of June 30, 2020 and December 31, 2019, 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. As of June 30, 2020, the Company had one customer that comprised approximately 72% or $1,030,675 of its combined accounts receivables and contract receivables with recourse. Distribution Agreements and Supplier Concentration The Company’s only business line in 2018 was the distribution of “Iron Energy” drink that continued to be part of the Company’s product offering in 2019. The cancelation of the “Iron Energy” drink distribution agreement in 2020 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 from the Millano Group, a related party. The Company has not entered into a distributor agreement but is currently evaluating entering into an agreement with Millano Group. The Company, due to relationships with other European manufacturers could find other sources to replace its chocolate products if the Company terminates Millano Group as its supplier for chocolate products. See Note 9 - Related Party Transactions. 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 reflects 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, 2020 and 2019, 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, 2020 and December 31, 2019 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 adopted the guidance effective January 1, 2020. Through June 30, 2020 the Company has had no share-based payments. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Finished Goods inventory consists 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. Cost includes all freight (ocean, air and truck) costs to the warehouse, import duties, regulatory and miscellaneous fees. Inventory is as follows: June 30, 2020 December 31, 2019 Finished goods – in transit to warehouse $ - $ 399,043 Finished goods – in warehouse 463,620 211,604 $ 463,620 $ 610,647 During the first six months of 2020, the Company removed all beverage product totaling approximately $11,177 from inventory due to reaching the end of its shelf life and therefore becoming unsaleable. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2020 | |
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 payments made by the Company to its suppliers to secure future delivery of inventory, but prior to transfer of title of future shipments, are recorded as prepaid inventory. Prepaid were as follows: June 30, 2020 December 31, 2019 Prepaid services $ 13,089 $ 1,049 Prepaid rent - 4,655 Prepaid packaging 2,440 - Prepaid promotion 28,750 - Prepaid inventory 50,310 50,310 $ 94,589 $ 56,014 |
Notes Payable Other
Notes Payable Other | 6 Months Ended |
Jun. 30, 2020 | |
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. The note was repaid in full by June 30, 2019. The Company issued to the lender 26,965 shares of the Company’s common stock, valued 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 was converted into 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 and in lieu of a cash payment of interest. The common stock issuable under the terms of the promissory note was valued and recorded in 2019 at $112,500 with an effective interest rate of 88.5% and was amortized over the term of the note. In December 2019, the lender 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 percent 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. During the first quarter of 2020, the Company entered into an insurance premium financing agreement of $14,859. The note balance as of June 30, 2020 was $9,287 and will be fully repaid in 2020. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program Loan | Note 6 – Paycheck Protection Program Loan (PPP) Under the Small Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) loan. These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds. At the time of this filing, we anticipate a significant amount of this loan will be forgiven; however, the forgiveness application process is not yet complete. The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance. Unforgiven portions of these loans will be repaid over 5 years, accruing interest at 1% per annum. The PPP loan has a loan balance of $56,250 as of June 30, 2020. |
Contract Receivables Liability
Contract Receivables Liability with Recourse | 6 Months Ended |
Jun. 30, 2020 | |
Contract Receivables Liability With Recourse | |
Contract Receivables Liability with Recourse | Note 7 – 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 June 30, 2020 and December 31, 2019 the Company owes $977,545 and $1,414,639, respectively, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 – 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 June 30, 2020, 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 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 for $22,498. 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. From January 1 to June 30, 2020 the Company issued 60,000 shares of common stock in consideration of cash proceeds of $45,000. At June 30, 2020, the Company has no outstanding options or warrants. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – 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 on his promissory note and accrued interest which totaled $61,000. The due date for the second shareholder note was extended to be due on or before August 1, 2020 and as of June 30, 2020, $100,370 had been repaid and the balance of the loan of $3,059 was full paid by June 30, 2020. At June 30, 2020 and December 31, 2019, the related party balances were as follows: June 30, 2020 December 31, 2019 Related party loans $ - $ 17,000 Accounts payable and accrued interest - 26,370 Total related party $ - $ 43,370 The Company is purchasing all of its chocolate products from Millano Group, a related party (controlled by the father of a major shareholder), and Millano Group was owed $508,475 and $546,612 on June 30, 2020 and December 31, 2019, respectively. The balance is reflected in accounts payable related party. On March 30, 2020, the Millano Group agreed to reimburse the Company $184,848 for a 2019 customer credit for a recall that is reflected in accounts receivable related party. The Cost of Sales was reduced by $184,848 during the first quarter of 2020 due to this credit. |
Office Lease
Office Lease | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ending June 30, 2020 and 2019 was $33,661 and $22,610, respectively. The annual rent per the sublease is as follows: 2020 $ 57,396 2021 59,107 2022 15,110 $ 131,613 The Company has paid a security deposit of $9,310. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 11 – Revenue During the six months ended June 30, 2020, the Company had two customers whose sales accounted for approximately 78% of revenue. The following table presents net revenues by product line for the six months ended June 30: 2020 2019 Chocolate $ 2,796,476 $ 3,300,565 Energy drinks 16,141 30,575 Totals $ 2,812,617 $ 3,331,140 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
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 | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events The Company has analyzed its operations subsequent to June 30, 2020 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications have been made in the 2019 financial statements to conform to the 2020 presentation. These reclassifications have no effect on net loss for 2019. |
Advertising | Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the six months ending June 30, 2020 and 2019 is $0 and $4,135, 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 management’s 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 – Revenue, 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 aggregating approximately $125,908 and $50,372 for the six months ended June 30, 2020 and 2019, respectively, are 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 June 30, 2020 and December 31, 2019, 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 $0 and $2,125 is reserved as of June 30, 2020 and December 31, 2019, 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. As of June 30, 2020, the Company had one customer that comprised approximately 72% or $1,030,675 of its combined accounts receivables and contract receivables with recourse. |
Distribution Agreements and Supplier Concentration | Distribution Agreements and Supplier Concentration The Company’s only business line in 2018 was the distribution of “Iron Energy” drink that continued to be part of the Company’s product offering in 2019. The cancelation of the “Iron Energy” drink distribution agreement in 2020 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 from the Millano Group, a related party. The Company has not entered into a distributor agreement but is currently evaluating entering into an agreement with Millano Group. The Company, due to relationships with other European manufacturers could find other sources to replace its chocolate products if the Company terminates Millano Group as its supplier for chocolate products. See Note 9 - Related Party Transactions. |
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 reflects 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, 2020 and 2019, 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, 2020 and December 31, 2019 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 adopted the guidance effective January 1, 2020. Through June 30, 2020 the Company has had no share-based payments. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is as follows: June 30, 2020 December 31, 2019 Finished goods – in transit to warehouse $ - $ 399,043 Finished goods – in warehouse 463,620 211,604 $ 463,620 $ 610,647 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | Prepaid were as follows: June 30, 2020 December 31, 2019 Prepaid services $ 13,089 $ 1,049 Prepaid rent - 4,655 Prepaid packaging 2,440 - Prepaid promotion 28,750 - Prepaid inventory 50,310 50,310 $ 94,589 $ 56,014 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | At June 30, 2020 and December 31, 2019, the related party balances were as follows: June 30, 2020 December 31, 2019 Related party loans $ - $ 17,000 Accounts payable and accrued interest - 26,370 Total related party $ - $ 43,370 |
Office Lease (Tables)
Office Lease (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | The following table presents net revenues by product line for the six months ended June 30: 2020 2019 Chocolate $ 2,796,476 $ 3,300,565 Energy drinks 16,141 30,575 Totals $ 2,812,617 $ 3,331,140 |
Nature of Operations and Fina_2
Nature of Operations and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | [1] | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Revenue | $ 1,671,932 | $ 2,291,784 | $ 2,812,617 | $ 3,331,140 | ||||
Net loss | 9,536 | $ 126,965 | $ 1,511 | $ (2,959) | 136,501 | $ (1,448) | ||
Accumulated deficit | (770,499) | (770,499) | $ (907,000) | |||||
Cash balance | 17,345 | 17,345 | $ 99,010 | |||||
Working capital | $ 184,454 | $ 184,454 | ||||||
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Advertising expense | $ 0 | $ 4,135 | |
Shipping costs | 125,908 | $ 50,372 | |
Cash balances in excess of FDIC | |||
Allowance for doubtful accounts | 0 | 2,125 | |
Deferred tax assets | |||
Valuation allowances description | As of June 30, 2020 and December 31, 2019, 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 | ||
Accounts Receivable [Member] | One Customer [Member] | |||
Concentration risk percentage | 72.00% | ||
Contract receivable | $ 1,030,675 | ||
Contract Receivables [Member] | One Customer [Member] | |||
Concentration risk percentage | 65.00% | ||
Contract receivable | $ 1,030,675 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | [1] |
Inventory | $ 463,620 | $ 610,647 | |
Beverage Product [Member] | |||
Inventory | $ 11,177 | ||
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | |||
Inventory | $ 463,620 | $ 610,647 | [1] |
Finished Goods - in Transit to Warehouse [Member] | |||
Inventory [Line Items] | |||
Inventory | 399,043 | ||
Finished Goods - in Warehouse [Member] | |||
Inventory [Line Items] | |||
Inventory | $ 463,620 | $ 211,604 | |
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |
Prepaid Expenses | |||
Prepaid services | $ 13,089 | $ 1,049 | |
Prepaid rent | 4,655 | ||
Prepaid packaging | 2,440 | ||
Prepaid promotion | 28,750 | ||
Prepaid inventory | 50,310 | 50,310 | |
Total prepaid expenses | $ 94,589 | $ 56,014 | [1] |
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Notes Payable Other (Details Na
Notes Payable Other (Details Narrative) - USD ($) | Feb. 22, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 11, 2019 | Feb. 06, 2019 |
Issuance of common stock, shares | |||||||||
Issuance of common stock | $ 152,250 | ||||||||
Financing of issuance premiums | $ 14,859 | ||||||||
Issuance of premium financing Agreement [Member] | |||||||||
Financing of issuance premiums | $ 14,859 | $ 9,287 | |||||||
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% | ||||||
Issuance of common stock, shares | 10,000 | ||||||||
Issuance of common stock | $ 7,500 | ||||||||
Debt maturity period | Dec. 31, 2019 | ||||||||
Debt instrument exercise price | $ 0.75 | ||||||||
Promissory Note [Member] | Lender [Member] | |||||||||
Issuance of common stock, shares | 150,000 | ||||||||
Debt instrument exercise price | $ 0.75 | $ 0.75 | |||||||
Value of shares issued | $ 112,500 | ||||||||
Converted of promissory note | 286,667 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (PPP) (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | [1] | |
Debt Disclosure [Abstract] | |||
Paycheck protection program loan Description | Under the Small Business Administration ("SBA"), the Company applied for the Paycheck Protection Program ("PPP") loan. These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds | ||
Unforgiven loans re-paid term | 5 years | ||
Accrued interest per annum | 1.00% | ||
Paycheck protection program loans (PPP) | $ 56,250 | ||
[1] | These number are derived from the audit financial statements for the year ended December 31, 2019 |
Contract Receivables Liabilit_2
Contract Receivables Liability with Recourse (Details Narrative) - USD ($) | Sep. 11, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Advance Business Capital LLC [Member] | |||
Amount payable on advances against receivables | $ 977,545 | $ 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 ($) | Feb. 22, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Issuance of common stock for cash, shares | ||||||||
Issuance of common stock for cash | $ 152,250 | |||||||
Issuance of common stock for services, shares | ||||||||
Issuance of common stock for services | $ 45,000 | $ 22,498 | ||||||
Outstanding options or warrants | ||||||||
Promissory Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for cash, shares | 10,000 | |||||||
Issuance of common stock for cash | $ 7,500 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for cash, shares | 60,000 | 232,997 | ||||||
Price per share | $ 0.75 | $ 0.75 | ||||||
Issuance of common stock for cash | $ 45,000 | |||||||
Issuance of common stock for services, shares | 29,997 | |||||||
Issuance of common stock for services | $ 22,498 | |||||||
Common Stock [Member] | Promissory Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for cash, shares | 150,000 | |||||||
Issuance of common stock for cash | $ 112,500 | |||||||
Common Stock [Member] | Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for cash, shares | 203,000 | |||||||
Issuance of common stock for cash | $ 152,250 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 30, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Repayments of notes payable | $ 215,000 | |||||||
Cost of sales | $ 33,398 | $ 80,015 | 48,755 | $ 112,656 | ||||
Millano Group [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 508,475 | 508,475 | $ 546,612 | |||||
Agreed to reimburse | $ 184,848 | |||||||
Cost of sales | $ 184,848 | |||||||
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 | Due 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] | ||||||||
Debt instrument maturity date, description | Due on or before August 1, 2020 | |||||||
Repayments of notes payable | $ 61,000 | |||||||
Second Shareholder [Member] | Promissory Note Two [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 3,059 | 3,059 | ||||||
Repayments of related party debt | 100,370 | |||||||
Loans payable | $ 3,059 | $ 3,059 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transaction (Details) - Related Party [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total related party | $ 43,370 | |
Related party Loans [Member] | ||
Total related party | 17,000 | |
Accounts Payable and Accrued interest [Member] | ||
Total related party | $ 26,370 |
Office Lease (Details Narrative
Office Lease (Details Narrative) - USD ($) | Feb. 04, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Lease, Cost [Abstract] | |||
Lease termination date | Sep. 30, 2022 | ||
Rent expenses | $ 33,661 | $ 22,610 | |
Security deposit | $ 9,310 |
Office Lease - Schedule of Annu
Office Lease - Schedule of Annual Rent Sublease (Details) | Jun. 30, 2020USD ($) |
Lease, Cost [Abstract] | |
2020 | $ 57,396 |
2021 | 59,107 |
2022 | 15,110 |
Sublease, annual rental, total | $ 131,613 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue [Member] | Two Customer [Member] | |
Sales revenue percentage | 78.00% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Totals | $ 1,671,932 | $ 2,291,784 | $ 2,812,617 | $ 3,331,140 |
Chocolate [Member] | ||||
Totals | 2,796,476 | 3,300,565 | ||
Energy Drinks [Member] | ||||
Totals | $ 16,141 | $ 30,575 |