Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55889 | |
Entity Registrant Name | NETBRANDS CORP. | |
Entity Central Index Key | 0001725911 | |
Entity Tax Identification Number | 82-3707673 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4042 Austin Boulevard | |
Entity Address, Address Line Two | Suite B | |
Entity Address, City or Town | Island Park | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11558 | |
City Area Code | 800 | |
Local Phone Number | 550-5996 | |
Entity Current Reporting Status | Yes | |
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 | 16,610,756 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 54,185 | |
Accounts receivable | 3,540 | 63,904 |
Prepaid expenses | 51,500 | 51,500 |
Inventory | 103,194 | 237,523 |
Other assets | 999 | 999 |
Total current assets | 159,233 | 408,111 |
Property and equipment, net | 277 | |
Operating lease right of use assets | 496,943 | 570,446 |
Other assets-security deposit | 1,600 | 1,600 |
Total assets | 657,776 | 980,434 |
Current liabilities: | ||
Cash overdraft | 17,340 | |
Accounts payable and accrued expense | 696,841 | 325,374 |
Current portion of operating lease payable | 112,666 | 112,666 |
Loans payable | 491,343 | 271,096 |
Total current liabilities | 1,452,238 | 709,135 |
Government loans payable | 500,000 | 524,033 |
Lease liabilities | 392,558 | 458,218 |
Total liabilities | 2,344,796 | 1,691,386 |
Commitments and contingencies | ||
Stockholders’ (Deficit): | ||
Preferred stock, Series A $0.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,610,756 and 15,635,756 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1,661 | 1,564 |
Additional paid-in capital | 28,080,311 | 27,915,909 |
Accumulated deficit | (29,770,887) | (28,630,321) |
Accumulated other comprehensive income | 1,895 | 1,895 |
Total stockholders’ (deficit) | (1,687,020) | (710,953) |
Total liabilities and (deficit) | 657,776 | 980,434 |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable -related party | $ 134,048 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,610,756 | 15,635,756 |
Common stock, shares outstanding | 16,610,756 | 15,635,756 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales, net | $ 71,938 | $ 394,924 | $ 584,004 | $ 1,288,532 |
Cost of goods sold | 38,610 | 345,407 | 382,765 | 981,024 |
Gross margin | 33,328 | 49,517 | 201,239 | 307,508 |
Operating expenses: | ||||
Payroll and taxes | 24,641 | 164,357 | 426,248 | 520,853 |
Legal and professional fees | 75,306 | 105,599 | 203,949 | 245,010 |
Rent | 15,041 | 48,226 | 104,933 | 89,235 |
Selling, general and administrative and expenses | 36,709 | 46,581 | 198,688 | 253,301 |
Impairment of intangible assets | 50,000 | 50,000 | ||
Total operating expenses | 151,697 | 414,763 | 933,818 | 1,158,399 |
Income (loss) from operations | (118,369) | (365,246) | (732,579) | (850,891) |
Other (expense) | ||||
Interest expense | (304,372) | (2,657) | (407,987) | (9,268) |
Total other (expense) | (304,372) | (2,657) | (407,987) | (9,268) |
Income (loss) before income taxes | (422,740) | (367,903) | (1,140,566) | (860,159) |
Provision for income taxes (benefit) | ||||
Net loss | $ (422,740) | $ (367,904) | $ (1,140,566) | $ (860,159) |
Basic earnings (loss) per common share | $ (0.03) | $ (0.02) | $ (0.07) | $ (0.06) |
Diluted earnings (loss) per common share | $ (0.03) | $ (0.02) | $ (0.07) | $ (0.06) |
Weighted-average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - basic | 16,137,930 | 15,305,702 | 15,929,071 | 15,053,889 |
Weighted average number of common shares outstanding - diluted | 16,137,930 | 15,305,702 | 15,929,071 | 15,053,889 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,447 | $ 27,688,665 | $ (27,543,659) | $ 1,895 | $ 148,349 | |
Beginning balance, shares at Dec. 31, 2021 | 1,000 | 14,473,256 | ||||
Common stock issued for services | $ 2 | 4,514 | 4,515 | |||
Common stock issued for services, shares | 15,000 | |||||
Net loss | (203,794) | (203,794) | ||||
Ending balance, value at Mar. 31, 2022 | $ 1,449 | 27,693,179 | (27,747,454) | 1,895 | (50,930) | |
Ending balance, shares at Mar. 31, 2022 | 1,000 | 14,488,256 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1,447 | 27,688,665 | (27,543,659) | 1,895 | 148,349 | |
Beginning balance, shares at Dec. 31, 2021 | 1,000 | 14,473,256 | ||||
Net loss | (860,159) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,554 | 27,900,819 | (28,403,820) | 1,895 | (499,550) | |
Ending balance, shares at Sep. 30, 2022 | 1,000 | 15,535,756 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 1,449 | 27,693,179 | (27,747,454) | 1,895 | (50,930) | |
Beginning balance, shares at Mar. 31, 2022 | 1,000 | 14,488,256 | ||||
Common stock issued for services | $ 62 | 120,558 | 120,620 | |||
Common stock issued for services, shares | 620,000 | |||||
Net loss | (288,462) | (288,462) | ||||
Ending balance, value at Jun. 30, 2022 | $ 1,511 | 27,813,737 | (28,035,916) | 1,895 | (218,772) | |
Ending balance, shares at Jun. 30, 2022 | 1,000 | 15,108,256 | ||||
Common stock issued for services | $ 43 | 87,082 | 87,125 | |||
Common stock issued for services, shares | 427,500 | |||||
Net loss | (367,904) | (367,904) | ||||
Ending balance, value at Sep. 30, 2022 | $ 1,554 | 27,900,819 | (28,403,820) | 1,895 | (499,550) | |
Ending balance, shares at Sep. 30, 2022 | 1,000 | 15,535,756 | ||||
Ending balance, value at Dec. 31, 2022 | $ 1,564 | 27,915,909 | (28,630,321) | 1,895 | (710,953) | |
Ending balance, shares at Dec. 31, 2022 | 1,000 | 15,635,756 | ||||
Net loss | (292,020) | (292,020) | ||||
Ending balance, value at Mar. 31, 2023 | $ 1,564 | 27,915,909 | (28,922,340) | 1,895 | (1,002,973) | |
Ending balance, shares at Mar. 31, 2023 | 1,000 | 15,635,756 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 1,564 | 27,915,909 | (28,630,321) | 1,895 | (710,953) | |
Beginning balance, shares at Dec. 31, 2022 | 1,000 | 15,635,756 | ||||
Net loss | (1,140,566) | |||||
Ending balance, value at Sep. 30, 2023 | $ 1,661 | 28,080,311 | (29,770,887) | 1,895 | (1,687,020) | |
Ending balance, shares at Sep. 30, 2023 | 1,000 | 16,610,756 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 1,564 | 27,915,909 | (28,922,340) | 1,895 | (1,002,973) | |
Beginning balance, shares at Mar. 31, 2023 | 1,000 | 15,635,756 | ||||
Common stock issued for services | $ 48 | 103,453 | 103,500 | |||
Common stock issued for services, shares | 475,000 | |||||
Net loss | (425,807) | (425,807) | ||||
Ending balance, value at Jun. 30, 2023 | $ 1,611 | 28,019,361 | (29,348,147) | 1,895 | (1,325,280) | |
Ending balance, shares at Jun. 30, 2023 | 1,000 | 16,110,756 | ||||
Common stock issued for services | $ 50 | 60,950 | 61,000 | |||
Common stock issued for services, shares | 500,000 | |||||
Net loss | (422,740) | (422,740) | ||||
Ending balance, value at Sep. 30, 2023 | $ 1,661 | $ 28,080,311 | $ (29,770,887) | $ 1,895 | $ (1,687,020) | |
Ending balance, shares at Sep. 30, 2023 | 1,000 | 16,610,756 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||||
Net (loss) | $ (422,740) | $ (292,020) | $ (367,904) | $ (203,794) | $ (1,140,566) | $ (860,159) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||||||
Depreciation | 277 | 2,761 | |||||
Stock based compensation | 164,500 | 212,260 | |||||
Impairment of intangible assets | 50,000 | 50,000 | $ 50,000 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 60,364 | 84,019 | |||||
Prepaid expenses | 484 | ||||||
Inventory | 128,141 | 354,815 | |||||
Right of use assets-net | 14,029 | (1,751) | |||||
Cash overdraft | 17,340 | ||||||
Accounts payable and accrued expenses | 371,468 | (40,234) | |||||
Net cash provided by (used in) operating activities | (384,447) | (197,805) | |||||
Cash flows from investing activities: | |||||||
Purchase of intangible assets | (50,000) | ||||||
Net cash used in investing activities | (50,000) | ||||||
Cash flows from financing activities | |||||||
Notes payable related parties | 134,048 | 112,911 | |||||
Proceeds from notes payable | 220,247 | ||||||
Payments on government loans | (24,033) | ||||||
Net cash provided by investing activities | 330,262 | 112,911 | |||||
Net increase (decrease) in cash and cash equivalents | (54,185) | (134,894) | |||||
Cash and cash equivalents at beginning of period | $ 54,185 | $ 312,574 | 54,185 | 312,574 | 312,574 | ||
Cash and cash equivalents at end of period | $ 177,679 | 177,679 | $ 54,185 | ||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | 9,268 | ||||||
Cash paid for income taxes |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business NetBrands Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated as Dense Forest Acquisition Corporation, in Delaware December 1, 2017 19,500,000 20,000,000 12,500,000 On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017. On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 100 On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.” Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end. Management’s Representation of Interim Condensed Financial Statements The accompanying unaudited consolidated condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Principles of Consolidation The accompanying consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. All intercompany accounts and transactions have been eliminated in consolidation. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed financial statements. Use of Estimates The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the nine months ended September 30, 2023 and September 30, 2022, stock-based compensation was $ 164,500 212,260 Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2023, and December 31, 2022, the Company had a cash overdraft of $( 17,340 54,185 Accounts Receivable Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts are provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow. Bad debt expense for the three months ended September 30, 2023 and 2022, was $- 0 0 0 0 Inventory Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials. The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on September 30, 2023 and December 30, 2022, and determined that no write-down was required. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred. Revenue Recognition The Company recognizes revenue from product sales when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Typically, the Company receives a detailed purchase order from large retailers that specify the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue. Advertising and Marketing Costs The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $ 91,209 34,430 Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company performs an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions. On September 30, 2022, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $ 50,000 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination. Leases The majority of our lease obligations are real estate operating leases from which the Company conducts its business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, or that are on a month-to-month basis are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term. As of September 30, 2023, the Company had $ 496,943 112,666 392,558 3.50 Comprehensive Income The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. During the periods ended September 30, 2023 and December 31, 2022, the Company had a balance of $ 1,895 Basic Income (Loss) Per Share Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. As of September 30, 2023, the Company had no dilutive instruments that could increase the number of shares if exercised or converted. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN As of September 30, 2023, the Company had cash and cash equivalents of $ 0 1,293,005 29,770,887 17,340 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 3 – CAPITAL STOCK The Company has authorized 100,000,000 0.0001 16,610,756 15,635,756 2023 Common Stock Issuances for Services During the nine months ended September 30, 2023, the Company issued 975,000 164,450 0.17 2022 Common Stock Issuances for Services During the three months ended March 31, 2022, the Company issued 15,000 4,515 During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 0.18 350,000 0.21 20,000 0.106 During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 0.20 During the three months ended December 31, 2022, the Company issued 100,000 0.151 Preferred Stock The Company has 20,000,000 .0001 1,000,000 100,000 1,000 As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company. Warrants On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”). In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 0.0001 1,000,000 The 310,715 five years 0.001 37,907 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which the Company purchased from InPlay all of the assets used in the operation its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 100 50,000 On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $ 124,000 14.9 April 9, 2024 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company has two primary leases. The Company leases approximately 1,500 the Company entered into a 60 20,976 five-year In March 2022, the Company transitioned from the use of a public warehouse and entered a lease for 8,500 60 months 132,896 Future minimum lease payments due under these operating leases, including renewal periods, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY December 31, 2023 157,014 December 31, 2024 161,724 December 31, 2025 166,576 December 31, 2026 171,573 December 31, 2027 37,392 Total $ 694,279 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE The Company had various loans outstanding on September 30, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows: SCHEDULE OF DEBT Fund box (c) $ 50,664 $ 50,964 Diagonal Lending (e) 139,859 - Can Capital (d) 146,379 - Credit Line – Loan Builder(b) 54,441 144,746 Credit Line – Webster Bank(a) 100,000 75,656 Total loans payable $ 491,343 $ 271,096 (a) The maximum borrowing level under this unsecured facility is $ 100,000 2.5 (b) The maximum borrowing level on this facility is $ 150,000 10 (c) The interest rate on this facility is 40 December 31, 2023 (d) The principal loan is for $ 150,000 2,558 67 (e) On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $ 117,320 100,000 12,570 4,750 The Note has a principal balance of $ 117,320 April 15, 2024 13 15,251 14,730.11 132,571 The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market) provided, however, This Note was treated as a Promissory Note and no derivative liability was recorded because the conversion feature of the Note only is effective in the event of a default. Since the Company has never defaulted on a liability that conversion was not deemed to probable. Government loans payable As of June 30, 2022 and December 31, 2022, the Company had $ 500,000 524,033 3.75 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 7 – CONCENTRATIONS The Company does substantially all of its business with five customers. These customers accounted for 100 91 SCHEDULE OF CONCENTRATION OF RISK September 30, 2023 September 30, 2022 Customer A 26 % 36 % Customer B 25 % 29 % Customer C 20 % 15 % Customer D 18 % 11 % Customer E 9 % - Total 98 % 91 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2023, to the date these condensed financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these condensed financial statements except as follows: On July 9, 2023, Paul Adler, the Company’s President, extended the July 9, 2023 repayment date of the $ 124,000 14.9 April 9, 2024 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end. |
Management’s Representation of Interim Condensed Financial Statements | Management’s Representation of Interim Condensed Financial Statements The accompanying unaudited consolidated condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed financial statements. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the nine months ended September 30, 2023 and September 30, 2022, stock-based compensation was $ 164,500 212,260 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2023, and December 31, 2022, the Company had a cash overdraft of $( 17,340 54,185 |
Accounts Receivable | Accounts Receivable Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts are provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow. Bad debt expense for the three months ended September 30, 2023 and 2022, was $- 0 0 0 0 |
Inventory | Inventory Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials. The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on September 30, 2023 and December 30, 2022, and determined that no write-down was required. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from product sales when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Typically, the Company receives a detailed purchase order from large retailers that specify the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $ 91,209 34,430 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Intangible Assets | Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company performs an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions. On September 30, 2022, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $ 50,000 |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination. |
Leases | Leases The majority of our lease obligations are real estate operating leases from which the Company conducts its business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, or that are on a month-to-month basis are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term. As of September 30, 2023, the Company had $ 496,943 112,666 392,558 3.50 |
Comprehensive Income | Comprehensive Income The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. During the periods ended September 30, 2023 and December 31, 2022, the Company had a balance of $ 1,895 |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. As of September 30, 2023, the Company had no dilutive instruments that could increase the number of shares if exercised or converted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY | Future minimum lease payments due under these operating leases, including renewal periods, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY December 31, 2023 157,014 December 31, 2024 161,724 December 31, 2025 166,576 December 31, 2026 171,573 December 31, 2027 37,392 Total $ 694,279 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT | The Company had various loans outstanding on September 30, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows: SCHEDULE OF DEBT Fund box (c) $ 50,664 $ 50,964 Diagonal Lending (e) 139,859 - Can Capital (d) 146,379 - Credit Line – Loan Builder(b) 54,441 144,746 Credit Line – Webster Bank(a) 100,000 75,656 Total loans payable $ 491,343 $ 271,096 (a) The maximum borrowing level under this unsecured facility is $ 100,000 2.5 (b) The maximum borrowing level on this facility is $ 150,000 10 (c) The interest rate on this facility is 40 December 31, 2023 (d) The principal loan is for $ 150,000 2,558 67 (e) On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $ 117,320 100,000 12,570 4,750 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF RISK | SCHEDULE OF CONCENTRATION OF RISK September 30, 2023 September 30, 2022 Customer A 26 % 36 % Customer B 25 % 29 % Customer C 20 % 15 % Customer D 18 % 11 % Customer E 9 % - Total 98 % 91 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2022 | Nov. 26, 2018 | Jun. 14, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
State or country of incorporation | DE | |||||||
Date of incorporation | Dec. 01, 2017 | |||||||
Common stock, shares outstanding | 16,610,756 | 16,610,756 | 15,635,756 | |||||
Purchase of assets | $ 50,000 | |||||||
Purchase of assets, percentage | 100% | |||||||
Stock-based compensation | $ 164,500 | $ 212,260 | ||||||
Cash overdraft | $ 17,340 | 17,340 | ||||||
cash and cash equivalents | 54,185 | |||||||
Bad debt expense | 0 | $ 0 | ||||||
Allowance for doubtful accounts | 0 | 0 | 0 | 0 | ||||
Advertising and marketing expenses | 91,209 | 34,430 | ||||||
Impairment loss | $ 50,000 | $ 50,000 | $ 50,000 | 50,000 | ||||
Right of use of assets | 496,943 | 496,943 | 570,446 | |||||
Short term operating lease payables | 112,666 | 112,666 | 112,666 | |||||
Long term lease liabilities | $ 392,558 | $ 392,558 | 458,218 | |||||
Average remaining life | 3 years 6 months | 3 years 6 months | ||||||
Unrealized gain due to foreign currency fluctuations | $ 1,895 | $ 1,895 | ||||||
Officers and Directors [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Number of shares redeemed | 19,500,000 | |||||||
Common stock, shares outstanding | 20,000,000 | 20,000,000 | ||||||
Paul Adler [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Issuance of stock | 12,500,000 | |||||||
President [Member] | Global Diversified Holdings Inc [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Issuance of stock for acquisitions | 200 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 54,185 | |
Working capital | 1,293,005 | |
Accumulated deficit | 29,770,887 | 28,630,321 |
Cash overdraft | $ 17,340 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Feb. 24, 2020 | Jun. 14, 2018 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Nov. 14, 2022 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 16,610,756 | 15,635,756 | 16,610,756 | |||||||
Common stock, shares outstanding | 16,610,756 | 15,635,756 | 16,610,756 | |||||||
Issuance of stock for service, value | $ 61,000 | $ 103,500 | $ 87,125 | $ 120,620 | $ 4,515 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued to consultants | 500,000 | 475,000 | 427,500 | 620,000 | 15,000 | |||||
Issuance of stock for service, value | $ 50 | $ 48 | $ 43 | $ 62 | $ 2 | |||||
Service Provider [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares price | $ 0.106 | |||||||||
Issuance of shares | 20,000 | |||||||||
Paul Adler [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of shares | 12,500,000 | |||||||||
Preferred stock voting rights | the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company. | |||||||||
Spencer Clarke [Member] | Engagement Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | 310,715 | 310,715 | ||||||||
Warrants outstanding term | 5 years | 5 years | ||||||||
Exercise price of warrants | $ 0.001 | $ 0.001 | ||||||||
Warrants intrinsic value | $ 37,907 | $ 37,907 | ||||||||
Spencer Clarke [Member] | Engagement Agreement [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Warrants outstanding | 310,715 | |||||||||
Warrants issued for shares, financing value | $ 1,000,000 | |||||||||
2023 Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued to consultants | 975,000 | |||||||||
Issuance of stock for service, value | $ 164,450 | |||||||||
Shares price | $ 0.17 | $ 0.17 | ||||||||
2022 Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares price | $ 0.21 | |||||||||
Issuance of shares | 250,000 | |||||||||
2022 Common Stock [Member] | Director [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued to consultants | 100,000 | 15,000 | ||||||||
Issuance of stock for service, value | $ 4,515 | |||||||||
Shares price | $ 0.151 | $ 0.18 | ||||||||
Issuance of shares | 350,000 | |||||||||
2022 Common Stock [Member] | Investor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued to consultants | 427,500 | |||||||||
Shares price | $ 0.20 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, voting rights | 100,000 | |||||||||
Series A Preferred Stock [Member] | Paul Adler [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of super voting preferred stock, shares | 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2022 | Nov. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 10, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Purchase of assets | $ 50,000 | |||||||
Purchase of assets, percentage | 100% | |||||||
Impairment loss | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||
Loan maturity date | Apr. 15, 2024 | |||||||
In Play Capital Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of assets | $ 50,000 | |||||||
Purchase of assets, percentage | 100% | |||||||
President and Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable | $ 124,000 | |||||||
Interest rate | 14.90% | |||||||
President and Director [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maturity date | Apr. 09, 2024 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY (Details) | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
December 31, 2023 | $ 157,014 |
December 31, 2024 | 161,724 |
December 31, 2025 | 166,576 |
December 31, 2026 | 171,573 |
December 31, 2027 | 37,392 |
Total | $ 694,279 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | |
Oct. 01, 2021 USD ($) ft² | Mar. 31, 2022 USD ($) ft² | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land | ft² | 1,500 | 8,500 |
Lease description | the Company entered into a 60-month lease for $20,976 per year for the first two years, with 3% annual escalation clauses for the last three years of the lease. The lease contains one five-year renewal option. | the Company transitioned from the use of a public warehouse and entered a lease for 8,500 square feet of warehouse space for 60 months at 78 Henry Street Secaucus, NJ 07094, at the rate of $132,896 per year, with annual 3% escalation clauses. |
Lessee, operating lease, term of contract | 5 months | 60 months |
Payments for rent | $ | $ 20,976 | $ 132,896 |
Lease renewal term | 5 years |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Total loans payable | $ 491,343 | $ 271,096 | |
Fund Box [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [1] | 50,664 | 50,964 |
Diagonal Lending [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [2] | 139,859 | |
Can Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [3] | 146,379 | |
Credit Line Loan Builder [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [4] | 54,441 | 144,746 |
Webster Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [5] | $ 100,000 | $ 75,656 |
[1]The interest rate on this facility is 40 December 31, 2023 117,320 100,000 12,570 4,750 150,000 2,558 67 150,000 10 100,000 2.5 |
SCHEDULE OF DEBT (Details) (Par
SCHEDULE OF DEBT (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Debt instrument maturity date | Apr. 15, 2024 |
Securities Purchase Agreement [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument interest rate | 13% |
Unsecured promissory note principal amount | $ 117,320 |
Debt instrument carrying amount | 100,000 |
Debt instrument unamortized discount | 12,570 |
Legal fees | 4,750 |
Credit Line Sterling [Member] | |
Short-Term Debt [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 100,000 |
Debt instrument interest rate | 2.50% |
Credit Line Loan Builder [Member] | |
Short-Term Debt [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 150,000 |
Debt instrument interest rate | 10% |
Fund Box [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument interest rate | 40% |
Debt instrument maturity date | Dec. 31, 2023 |
Principal Loan [Member] | |
Short-Term Debt [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 150,000 |
Debt instrument interest rate | 67% |
Payments of loan costs | $ 2,558 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Debt instrument maturity date | Apr. 15, 2024 | |
Debt instrument periodic payment | $ 132,571 | |
Government loans payable | $ 500,000 | $ 524,033 |
Government Loans Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate | 3.75% | |
Common Stock [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument description | The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market) | |
Securities Purchase Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument outstanding principal | $ 117,320 | |
Debt instrument interest rate | 13% | |
Proceeds from issuance of debt | $ 15,251 | |
Securities Purchase Agreement [Member] | Diagonal LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument outstanding principal | $ 14,730.11 |
SCHEDULE OF CONCENTRATION OF RI
SCHEDULE OF CONCENTRATION OF RISK (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Total | 26% | 36% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Total | 25% | 29% |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Total | 20% | 15% |
Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Total | 18% | 11% |
Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Total | 9% | |
Customer [Member] | ||
Concentration Risk [Line Items] | ||
Total | 98% | 91% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Five Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100% | 91% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2023 | Sep. 30, 2023 | Jul. 09, 2023 | |
Subsequent Event [Line Items] | |||
Loan maturity date | Apr. 15, 2024 | ||
President [Member] | |||
Subsequent Event [Line Items] | |||
Loans payable | $ 124,000 | ||
Interest rate | 14.90% | ||
President [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Loan maturity date | Apr. 09, 2024 |