Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 24, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55735 | |
Entity Registrant Name | VERONI BRANDS CORP. | |
Entity Central Index Key | 0001693690 | |
Entity Tax Identification Number | 81-4664596 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2275 Half Day Rd. Suite 346 | |
Entity Address, City or Town | Bannockburn | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60015 | |
City Area Code | (888) | |
Local Phone Number | 794-2999 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,112,029 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash & equivalents | $ 8,967 | $ 116,730 |
Accounts Receivable, net allowance for doubtful accounts of $250,427 at September 30,2021and $0 at December 31, 2020 | 241,688 | 14,303 |
Contract Receivables with recourse | 116,888 | 793,904 |
Inventory | 293,991 | 550,657 |
Prepaid expenses and other current assets | 80,409 | 5,524 |
Total Current Assets | 741,943 | 1,481,118 |
Other Assets | ||
Deposits | 9,310 | 9,310 |
Right-of-use asset-operating, net | 33,320 | 74,721 |
Total Other Assets | 42,630 | 84,031 |
Total Assets | 784,573 | 1,565,149 |
Current Liabilities | ||
Accounts payable | 121,103 | 68,869 |
Accounts payable related party | 832,026 | 783,417 |
Contract receivables liability with recourse | 102,332 | 649,502 |
Accrued liabilities | 170,133 | 134,137 |
Paycheck protection loans (PPP) | 56,250 | 56,250 |
Contract liabilities | 37,700 | 74,800 |
Short-Term lease liability-operating | 29,636 | 56,939 |
Total Current Liabilities | 1,349,180 | 1,823,914 |
Long-term Liabilities | ||
Economic injury disaster loan (EIDL) | 150,000 | 149,900 |
Long-Term lease liability-operating | 15,134 | |
Total Long-Term Liabilities | 150,000 | 165,034 |
Total Liabilities | 1,499,180 | 1,988,948 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of September 30, 2021 and December 31, 2020 | ||
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 27,085,029 and 26,738,362 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 2,712 | 2,709 |
Additional paid-in capital | 1,006,847 | 959,600 |
ACCUMULATED DEFICIT | (1,724,166) | (1,386,108) |
Total Stockholders’ Equity (Deficit) | (714,607) | (423,799) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 784,573 | $ 1,565,149 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 250,427 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,085,029 | 26,738,362 |
Common stock, shares outstanding | 27,085,029 | 26,738,362 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 783,343 | $ 2,046,846 | $ 3,266,702 | $ 4,859,463 |
Cost of sales, related party | 398,132 | 1,447,314 | 2,253,656 | 3,513,186 |
Cost of sales | 7,773 | 25,267 | 23,065 | 74,022 |
Total cost of sales | 405,905 | 1,472,581 | 2,276,721 | 3,587,208 |
Gross profit | 377,438 | 574,265 | 989,981 | 1,272,255 |
Warehouse and selling expenses | 104,723 | 150,308 | 274,522 | 285,899 |
General and administrative expenses | 501,586 | 442,808 | 1,050,786 | 869,706 |
Total operating expenses | 606,309 | 593,116 | 1,325,308 | 1,155,605 |
Net income (loss) from operations | (228,871) | (18,851) | (335,327) | 116,650 |
Other income | ||||
Interest expense | (731) | (4,235) | ||
Other income | 1,004 | 1,504 | 1,000 | |
Total other income | 273 | (2,731) | 1,000 | |
Income (loss) before income taxes | (228,598) | (18,851) | (338,058) | 117,650 |
Income taxes | ||||
Net income (loss) | $ (228,598) | $ (18,851) | $ (338,058) | $ 117,650 |
Weighted average shares outstanding: | ||||
Basic and diluted | 27,112,029 | 27,085,030 | 27,106,130 | 27,081,964 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 2,703 | $ 914,606 | $ (907,000) | $ 10,309 | |
Balance, shares at Dec. 31, 2019 | 27,025,029 | ||||
Issuance of common stock for cash | $ 6 | 44,994 | 45,000 | ||
Issuance of common stock for cash, shares | 60,000 | ||||
Net income (loss) | 126,965 | 126,965 | |||
Balance at Mar. 31, 2020 | $ 2,709 | 959,600 | (780,035) | 182,274 | |
Balance, shares at Mar. 31, 2020 | 27,085,029 | ||||
Balance at Dec. 31, 2019 | $ 2,703 | 914,606 | (907,000) | 10,309 | |
Balance, shares at Dec. 31, 2019 | 27,025,029 | ||||
Net income (loss) | 117,650 | ||||
Balance at Sep. 30, 2020 | $ 2,709 | 959,600 | (789,350) | 172,959 | |
Balance, shares at Sep. 30, 2020 | 27,085,029 | ||||
Balance at Mar. 31, 2020 | $ 2,709 | 959,600 | (780,035) | 182,274 | |
Balance, shares at Mar. 31, 2020 | 27,085,029 | ||||
Net income (loss) | 9,536 | 9,536 | |||
Balance at Jun. 30, 2020 | $ 2,709 | 959,600 | (770,499) | 191,810 | |
Balance, shares at Jun. 30, 2020 | 27,085,029 | ||||
Net income (loss) | (18,851) | (18,851) | |||
Balance at Sep. 30, 2020 | $ 2,709 | 959,600 | (789,350) | 172,959 | |
Balance, shares at Sep. 30, 2020 | 27,085,029 | ||||
Balance at Dec. 31, 2020 | $ 2,709 | 959,600 | (1,386,108) | (423,799) | |
Balance, shares at Dec. 31, 2020 | 27,085,029 | ||||
Issuance of common stock for services | $ 3 | 47,247 | 47,250 | ||
Issuance of common stock for services, shares | 27,000 | ||||
Net income (loss) | (84,380) | (84,380) | |||
Balance at Mar. 31, 2021 | $ 2,712 | 1,006,847 | (1,470,488) | (460,929) | |
Balance, shares at Mar. 31, 2021 | 27,112,029 | ||||
Balance at Dec. 31, 2020 | $ 2,709 | 959,600 | (1,386,108) | (423,799) | |
Balance, shares at Dec. 31, 2020 | 27,085,029 | ||||
Net income (loss) | (338,058) | ||||
Balance at Sep. 30, 2021 | $ 2,712 | 1,006,847 | (1,724,166) | (714,607) | |
Balance, shares at Sep. 30, 2021 | 27,112,029 | ||||
Balance at Mar. 31, 2021 | $ 2,712 | 1,006,847 | (1,470,488) | (460,929) | |
Balance, shares at Mar. 31, 2021 | 27,112,029 | ||||
Net income (loss) | (25,080) | (25,080) | |||
Balance at Jun. 30, 2021 | $ 2,712 | 1,006,847 | (1,495,568) | (486,009) | |
Balance, shares at Jun. 30, 2021 | 27,112,029 | ||||
Net income (loss) | (228,598) | (228,598) | |||
Balance at Sep. 30, 2021 | $ 2,712 | $ 1,006,847 | $ (1,724,166) | $ (714,607) | |
Balance, shares at Sep. 30, 2021 | 27,112,029 |
Statements of Cash Flow (Unaudi
Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flow from operating activities: | ||
Net Loss | $ (338,058) | $ 117,650 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for service | 47,250 | |
Bad debt expense | 250,427 | |
Changes in: | ||
Trade accounts receivable | (477,812) | (169,596) |
Contract receivables | 677,016 | 716,185 |
Other receivables’ related party | (184,848) | |
Prepaid expenses and other current assets | (74,885) | (71,606) |
Inventory | 256,666 | 107,628 |
Accounts payable | 52,334 | 17,664 |
Accounts payable related party | 48,609 | 100,228 |
Accrued liabilities | 35,996 | 18,095 |
Contract liabilities | (37,100) | (57,467) |
ROU asset/liability | (1,036) | 287 |
Net cash provided by operating activities | 439,407 | 594,220 |
Cash flows from financing activities: | ||
Repayment of shareholders loans | (43,370) | |
Repayment of insurance loans | 3,715 | |
Proceeds from PPP loans | 56,250 | |
Proceeds from debt | 149,900 | |
Proceeds from issuance of common stock | 45,000 | |
Proceeds from (repayment of) contract receivables with recourse | (547,170) | (757,380) |
Net cash used in financing activities | (547,170) | (545,885) |
Net change in cash | (107,763) | 48,335 |
Cash at the beginning of the year | 116,730 | 99,010 |
Cash at the end of the year | 8,967 | 147,345 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Non-cash investing and financing activities | ||
Financing of insurance premiumns | $ 9,287 |
Nature of Operations and Financ
Nature of Operations and Financial Condition | 9 Months Ended |
Sep. 30, 2021 | |
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. 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 October 12, 2021 for the years ended December 31, 2020 and 2019. Going Concern The Company has generated revenue of approximately $ 3,267,000 338,058 1,724,166 8,967 607,237 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. In 2020, the Company terminated the agreement and relationship with FoodCare and no longer had 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 ZWC Millano, 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. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 1 - Nature of Operations and Financial Condition (continued) 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 Company is also focusing on broadening its customer base. As disclosed below in Accounts Receivable and Concentration of Credit Risk 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 | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Reclassifications Certain reclassifications have been made in the 2020 financial statements to conform to the 2021 presentation. These reclassifications have no effect on net income for 2020. Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the nine months ending September 30, 2021 and 2020 is $ 550 28,685 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 Company recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in warehouse and selling expenses. Payments that are received before performance obligations are recorded are shown as current liabilities. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) 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 $ 197,367 188,484 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 no 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 $ 250,427 0 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 nine months ended September 30, 2021, we had one customer who comprised approximately 96 112,729 62 449,587 81 1,068,143 For the nine months ended September 30, 2021, we had three customers with sales in excess of 10% of our revenue and they represented 79 99 One of these customers had sales of approximately $ 1,209,845 2,028,876 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. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) 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 was for ten years and gave the Company exclusive rights to distribute FoodCare products within the U.S. market, so long as the Company purchased the required quantity of product from FoodCare. 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 terminated the agreement and relationship with FoodCare in 2020. Sales of Iron Energy were only $ 33,475 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. In June 2021, the Company entered into storage and procurement distribution agreement with a transportation company to store the chocolate products, as well as fulfill the purchase orders from the Company’s customers. The agreement is for a term of two years from the date of first inbound receipt and may be terminated at the option of the Company upon 60 days’ notice. 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 its suppler for chocolate products. Total purchases for the nine months ended for September 30, 2021 and 2020 were approximately $ 1,791,084 3,235,321 100 Income Taxes Under ASC 740, Income Taxes, As of September 30, 2021 and 2020, 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. 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 September 30, 2021 and 2020, there are no VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) 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 September 30, 2021 and 2020 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 Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In that update, ASC 505 has been rescinded in its entirety and share based compensation issued to nonemployees will now fall under ASC 718 and its associated fair value measurements. Due to the Emerging Growth Company (see below) status of the Company, the Company has adopted the update on January 1, 2020. 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. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other Simplifying the Test for Goodwill Impairment. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Finished Goods inventory consist of 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: Schedule of Inventory September 30, December 31, Finished goods – in warehouse 293,991 550,657 Finished goods - consignment - - $ 293,991 $ 550,657 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2021 | |
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. Amounts transferred to the Company’s suppliers to secure future delivery, but prior to transfer of title of those shipments, are recorded as prepaid inventory and are included in prepaid expenses and other current assets. Schedule of Prepaid Expenses September 30, December 31, Prepaid services $ 30,409 $ 5,524 Prepaid Rent - - Prepaid inventory 50,000 - Total prepaid expenses $ 80,409 $ 5,524 VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 |
Notes Payable Other
Notes Payable Other | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable Other | Note 5 – Notes Payable Other On February 22, 2019, the Company entered into a promissory note in the amount of $ 215,000 December 31, 2019 0.75 150,000 112,500 112,500 286,667 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. 56,250 |
Contract Receivables Liability
Contract Receivables Liability with Recourse | 9 Months Ended |
Sep. 30, 2021 | |
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 5.5 3 As of September 30, 2021 and December 31, 2020 the Company owes $ 102,332 649,502 102,332 0 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 7 – Long Term Debt On August 27, 2020 the Company received an Economic Injury Disaster Loan (EIDL) from the U.S. Small Business Administration SBA) in the amount of $ 150,000 The interest rate is 3.75 731 8/27/2050 150,000 The maturity of the EIDL loan as of September 30, 2021 is as follows: Schedule of Maturities of Long Term Debt 2021 $ - 2022 - 2023 2,181 2024 3,285 2025 3,410 Thereafter 141,124 Long Term Debt $ 150,000 VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company has not established any series of preferred stock. The Company is authorized to issue 100,000,000 20,000,000 From January 1 to September 30, 2021 the Company issued 27,000 47,250 From January 1 to September 30, 2020 the Company issued 60,000 45,000 At December 31, 2020, the Company has no |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
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 $155,000 due on or before August 1, 2019 2,059 1,000 61,000 6,276 14,726 The due date for the second shareholder note was extended to be due on or before August 1, 2020 78,000 17,000 4,370 1,000 2,311 During the year ended December 31, 2020, one of the significant shareholders paid certain expenses on behalf of the Company from time to time. These amounts were repaid during the year and no amount was owed to the shareholder at December 31, 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 owed $ 832,026 783,417 |
Office Lease
Office Lease | 9 Months Ended |
Sep. 30, 2021 | |
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, with an unrelated third party. The sublease terminates on May 31, 2022 55,860 57,536 59,262 61,040 14,670 14,433 9,310 47,297 74,721 In determining the present value of our operating lease right-of-use asset and liability, we used a discount rate of 5 VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 10– Office Lease (continued) The annual rent per the sublease is as follows: Schedule of Annual Rent Sublease 2021 $ 14,821 2022 15,260 Sublease, annual rental, total $ 30,072 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 11– Revenue During the nine months ended September 30, 2021, the Company had three customers whose sales accounted for approximately 79 The following table presents revenues by product line for the years ended September 30: Schedule of Revenue by Product Line 2021 2020 Chocolate $ 3,266,702 $ 4,851,362 Energy drinks $ - $ 8,101 Totals $ 3,266,702 $ 4,859,463 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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. On June 17, 2019, The Scale Effect Company d/b/a Mant Logistics filed an amended complaint in the United States District Court for the Northern District of Illinois naming as defendants the Company, Baron Chocolatier, Inc. and two significant shareholders of the Company. The action was originally against Baron Chocolatier only, alleging that Baron did not pay for shipping and logistics services in the amount of $ 277,233 In March 2021, Crossmark Inc. initial a lawsuit in the Circuit Court of Cook County, Illinois, against the Company, seeking to collect payment for services rendered. The Company had entered into an agreement with Crossmark to promote the sale of the Iron Energy products which the Company had distributed. Crossmark alleges that $ 100,000 100,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On October 17, 2021 the Small Business Administration (SBA) determined that $ 38,551 The Company has analyzed its operations subsequent to September 30, 2021 through the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications have been made in the 2020 financial statements to conform to the 2021 presentation. These reclassifications have no effect on net income for 2020. |
Advertising | Advertising The Company’s policy is to expense advertising costs as incurred. Advertising expense for the nine months ending September 30, 2021 and 2020 is $ 550 28,685 |
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 Company recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in warehouse and selling expenses. Payments that are received before performance obligations are recorded are shown as current liabilities. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) |
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 $ 197,367 188,484 |
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 no |
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 $ 250,427 0 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 nine months ended September 30, 2021, we had one customer who comprised approximately 96 112,729 62 449,587 81 1,068,143 For the nine months ended September 30, 2021, we had three customers with sales in excess of 10% of our revenue and they represented 79 99 One of these customers had sales of approximately $ 1,209,845 2,028,876 |
Distribution Agreements and 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. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) 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 was for ten years and gave the Company exclusive rights to distribute FoodCare products within the U.S. market, so long as the Company purchased the required quantity of product from FoodCare. 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 terminated the agreement and relationship with FoodCare in 2020. Sales of Iron Energy were only $ 33,475 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. In June 2021, the Company entered into storage and procurement distribution agreement with a transportation company to store the chocolate products, as well as fulfill the purchase orders from the Company’s customers. The agreement is for a term of two years from the date of first inbound receipt and may be terminated at the option of the Company upon 60 days’ notice. |
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 its suppler for chocolate products. Total purchases for the nine months ended for September 30, 2021 and 2020 were approximately $ 1,791,084 3,235,321 100 |
Income Taxes | Income Taxes Under ASC 740, Income Taxes, As of September 30, 2021 and 2020, 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. |
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 September 30, 2021 and 2020, there are no VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) |
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 September 30, 2021 and 2020 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 Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In that update, ASC 505 has been rescinded in its entirety and share based compensation issued to nonemployees will now fall under ASC 718 and its associated fair value measurements. Due to the Emerging Growth Company (see below) status of the Company, the Company has adopted the update on January 1, 2020. |
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. VERONI BRANDS CORP. Notes to Unaudited Financial Statements September 30, 2021 and 2020 Note 2 – Summary of Significant Accounting Policies (continued) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other Simplifying the Test for Goodwill Impairment. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory September 30, December 31, Finished goods – in warehouse 293,991 550,657 Finished goods - consignment - - $ 293,991 $ 550,657 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | Schedule of Prepaid Expenses September 30, December 31, Prepaid services $ 30,409 $ 5,524 Prepaid Rent - - Prepaid inventory 50,000 - Total prepaid expenses $ 80,409 $ 5,524 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long Term Debt | The maturity of the EIDL loan as of September 30, 2021 is as follows: Schedule of Maturities of Long Term Debt 2021 $ - 2022 - 2023 2,181 2024 3,285 2025 3,410 Thereafter 141,124 Long Term Debt $ 150,000 |
Office Lease (Tables)
Office Lease (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Office Lease | |
Schedule of Annual Rent Sublease | The annual rent per the sublease is as follows: Schedule of Annual Rent Sublease 2021 $ 14,821 2022 15,260 Sublease, annual rental, total $ 30,072 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | The following table presents revenues by product line for the years ended September 30: Schedule of Revenue by Product Line 2021 2020 Chocolate $ 3,266,702 $ 4,851,362 Energy drinks $ - $ 8,101 Totals $ 3,266,702 $ 4,859,463 |
Nature of Operations and Fina_2
Nature of Operations and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Revenue | $ 783,343 | $ 2,046,846 | $ 3,266,702 | $ 4,859,463 | |||||
Net loss | 228,598 | $ 25,080 | $ 84,380 | $ 18,851 | $ (9,536) | $ (126,965) | 338,058 | $ (117,650) | |
Accumulated deficit | 1,724,166 | 1,724,166 | $ 1,386,108 | ||||||
Cash balance | 8,967 | 8,967 | $ 116,730 | ||||||
Working capital | $ 607,237 | $ 607,237 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||
Advertising expense | $ 550 | $ 28,685 | |||
Shipping costs | 197,367 | 188,484 | |||
Cash balances in excess of FDIC | $ 0 | $ 0 | 0 | 0 | |
Accounts Receivable, Allowance for Credit Loss | 250,427 | 0 | 250,427 | 0 | |
Revenue | 783,343 | 2,046,846 | $ 3,266,702 | $ 4,859,463 | |
Valuation allowances description | As of September 30, 2021 and 2020, 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 | 0 | 0 | |||
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. | ||||
Iron Energy [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 33,475 | ||||
Chocolate [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 3,266,702 | $ 4,851,362 | |||
Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 1,209,845 | 2,028,876 | |||
Revenue Benchmark [Member] | Chocolate [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 3,235,321 | ||||
One Customer [Member] | Contract Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 96.00% | ||||
Contract receivable | 112,729 | $ 112,729 | |||
Two Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 62.00% | ||||
Accounts receivable | $ 449,587 | $ 449,587 | |||
Two Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 79.00% | ||||
Three Customers [Member] | Accounts Receivable And Contract Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 81.00% | ||||
Three Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 79.00% | 99.00% | |||
Three Customer [Member] | Accounts Receivable And Contract Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Contract receivable | $ 1,068,143 | $ 1,068,143 | |||
Vendor [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 100.00% | ||||
Revenue | $ 1,791,084 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventory | $ 293,991 | $ 550,657 |
Finished Goods In Warehouse [Member] | ||
Inventory [Line Items] | ||
Inventory | 293,991 | 550,657 |
Finished Goods Consignment [Member] | ||
Inventory [Line Items] | ||
Inventory |
Schedule of Prepaid Expenses (D
Schedule of Prepaid Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses | ||
Prepaid services | $ 30,409 | $ 5,524 |
Prepaid Rent | ||
Prepaid inventory | 50,000 | |
Total prepaid expenses | $ 80,409 | $ 5,524 |
Notes Payable Other (Details Na
Notes Payable Other (Details Narrative) - USD ($) | Feb. 22, 2019 | Feb. 22, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||||
Interest Expense | $ 731 | $ 4,235 | ||||||
Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt face amount | $ 215,000 | $ 215,000 | ||||||
Debt maturity date | Dec. 31, 2019 | |||||||
Promissory Note [Member] | Lender [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Conversion price per share | $ 0.75 | $ 0.75 | ||||||
Issuance of common stock, shares | 150,000 | |||||||
Value of shares issued | $ 112,500 | |||||||
Interest Expense | $ 112,500 | |||||||
Converted of promissory note | 286,667 | |||||||
Paycheck Protection Program [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Loan accruing interest description | 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. | |||||||
Outstanding loan payable | $ 56,250 | $ 56,250 |
Contract Receivables Liabilit_2
Contract Receivables Liability with Recourse (Details Narrative) - USD ($) | Sep. 11, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Credit Risk [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Purchase order financing | $ 102,332 | $ 0 | |
Advance Business Capital LLC [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Amount payable on advances against receivables | $ 102,332 | $ 649,502 | |
Lender [Member] | Amended Agreement [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Interest rate | 0.49% | ||
Changes in interest rate | 3.00% | ||
Lender [Member] | Amended Agreement [Member] | Prime Rate [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Changes in interest rate | 5.50% |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | |
2022 | |
2023 | 2,181 |
2024 | 3,285 |
2025 | 3,410 |
Thereafter | 141,124 |
Long Term Debt | $ 150,000 |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) - USD ($) | Aug. 27, 2020 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from company | $ 150,000 | |
SBA Loan Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Principal amount of loan | $ 150,000 | |
Debt instrument including principal and interest | The interest rate is 3.75% with payments of $731 beginning twelve month from the date of the loan. | |
Interest accrues rate per annum | 3.75% | |
Debt instrument, periodic payment | $ 731 | |
Debt maturity date | Aug. 27, 2050 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [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 services | $ 47,250 | ||||
Issuance of common stock for cash | $ 45,000 | ||||
Outstanding options or warrants | 0 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Issuance of common stock for services, shares | 27,000 | ||||
Issuance of common stock for services | $ 3 | ||||
Issuance of common stock for cash, shares | 60,000 | ||||
Issuance of common stock for cash | $ 6 | ||||
Common Stock [Member] | Consideration of Services [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Issuance of common stock for services, shares | 27,000 | ||||
Issuance of common stock for services | $ 47,250 | ||||
Issuance of common stock for cash, shares | 60,000 | ||||
Issuance of common stock for cash | $ 45,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | |
Millano Group [Member] | ||||||
Due to related party | $ 832,026 | $ 783,417 | ||||
Two Significant Shareholders [Member] | Two Individual Notes [Member] | ||||||
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] | ||||||
Repayments of notes payable | $ 61,000 | |||||
Shareholder [Member] | Paid Expenses of Company [Member] | ||||||
Due to related party | $ 6,276 | |||||
Shareholder [Member] | Paid Liabilities of Company [Member] | ||||||
Due to related party | 14,726 | |||||
Second Shareholder [Member] | Promissory Note Two [Member] | ||||||
Due to related party | 17,000 | |||||
Debt instrument maturity date, description | The due date for the second shareholder note was extended to be due on or before August 1, 2020 | |||||
Repayments of notes payable | $ 2,311 | 78,000 | ||||
Loans payable | 4,370 | |||||
Unpaid interest | $ 1,000 |
Schedule of Annual Rent Subleas
Schedule of Annual Rent Sublease (Details) | Sep. 30, 2021USD ($) |
Office Lease | |
2021 | $ 14,821 |
2022 | 15,260 |
Sublease, annual rental, total | $ 30,072 |
Office Lease (Details Narrative
Office Lease (Details Narrative) - USD ($) | Feb. 04, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Lease termination date | May 31, 2022 | |||
Rent expenses | $ 14,670 | $ 14,433 | ||
Security deposit | 9,310 | |||
Right of use asset and related liability | 47,297 | $ 74,721 | ||
Operating lease right-of-use asset and liability, discount rate | 5.00% | |||
First Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Rent expenses | 55,860 | |||
Second Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Rent expenses | 57,536 | |||
Third Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Rent expenses | 59,262 | |||
Last Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Rent expenses | $ 61,040 |
Schedule of Revenue by Product
Schedule of Revenue by Product Line (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Totals | $ 783,343 | $ 2,046,846 | $ 3,266,702 | $ 4,859,463 |
Chocolate [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Totals | 3,266,702 | 4,851,362 | ||
Energy Drinks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Totals | $ 8,101 |
Revenue (Details Narrative)
Revenue (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Two Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sales revenue percentage | 79.00% | |
Two Customer [Member] | Maximum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sales revenue percentage | 79.00% | |
Three Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sales revenue percentage | 79.00% | 99.00% |
Three Customers [Member] | Maximum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sales revenue percentage | 79.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 17, 2019 | Mar. 31, 2021 | Dec. 31, 2019 |
Shipping and logistics services | $ 277,233 | ||
Crossmark Inc [Member] | |||
Attorneys' fees | $ 100,000 | ||
Reserve liability | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 17, 2021USD ($) |
Pay Check Protection Program [Member] | |
Short-term Debt [Line Items] | |
Loans payable | $ 38,551 |