Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | Pacific Ventures Group, Inc. |
Entity Central Index Key | 0000882800 |
Document Type | 10-K |
Document Period End Date | Dec. 31, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Public Float | $ | $ 134,256 |
Entity Common Stock, Shares Outstanding | shares | 570,859,333 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 315,957 | $ 118,579 |
Accounts receivable | 1,290,637 | 280,142 |
Inventory Asset | 830,504 | 160,858 |
Other Current Asset | 34,379 | 32,479 |
Right to Use Asset | 249,000 | |
Deposits | 16,845 | 1,500 |
Total Current Assets | 2,737,322 | 593,558 |
Fixed Assets | ||
Fixed assets, net | 1,477,668 | 112,793 |
Total Fixed Assets | 1,477,668 | 112,793 |
Other Assets | ||
Intangible Assets | 3,680,371 | 950,000 |
Right to Use Asset | 861,250 | |
Rent Deposit and Employee Advances | 12,421 | 11,520 |
Total Other Assets | 4,554,042 | 961,520 |
TOTAL ASSETS | 8,769,032 | 1,667,871 |
Current Liabilities: | ||
Accounts payable | 1,409,420 | 597,888 |
Accrued expenses | 714,962 | 286,598 |
Lease Liability | 249,000 | |
Current portion, notes payable | 1,022,364 | 772,334 |
Current portion, notes payable - related party | 340,241 | 203,786 |
Current portion, leases payable | 119,988 | 88,896 |
Total Current Liabilities | 3,855,975 | 1,949,502 |
Long-Term Liabilities: | ||
Notes payable | 8,627,129 | 2,259,081 |
Notes payable - related party | 42,000 | |
Lease Liability | 861,250 | 42,000 |
Total Long-Term Liabilities | 9,530,379 | 2,301,081 |
Total Liabilities | 13,386,354 | 4,250,582 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, 6,000,000 Series E, issued and outstanding | 6,000 | 1,000 |
Common stock, $.001 par value, 900,000,000 shares authorized, and 570,859,333 issued and outstanding, respectively. | 570,033 | 236,511 |
Additional paid in capital | 4,847,013 | 4,678,823 |
Accumulated deficit | (10,040,367) | (7,499,045) |
Total Stockholders' Equity (Deficit) | (4,617,321) | (2,582,711) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 8,769,032 | $ 1,667,871 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Series E preferred stock, par value | $ .001 | $ .001 |
Series E preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series E preferred stock, shares issued | 6,000,000 | 6,000,000 |
Series E preferred stock, shares outstanding | 6,000,000 | 6,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 570,859,333 | 570,859,333 |
Common stock, shares outstanding | 570,859,333 | 570,859,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Sales, net of discounts | $ 5,918,337 | $ 3,211,573 |
Cost of Goods Sold | 5,070,322 | 2,392,329 |
Gross Profit | 848,015 | 819,244 |
Operating Expenses | ||
Selling, general and administrative | 1,365,942 | 929,023 |
Marketing and Advertising | 100,508 | 130,851 |
Penalty on Payroll Taxes | ||
Amortization & Depreciation expense | 229,036 | 17,626 |
Financing Cost | ||
Professional fees | 556,074 | 672,235 |
Salaries and wages | 300,000 | |
Operating Expenses/(Loss) | 2,551,560 | 1,749,735 |
Income/(Loss) from Operations | (1,703,545) | (930,492) |
Other Non-Operating Income and Expenses | ||
Gain on shares issued for services | ||
Interest expense | (970,488) | (617,368) |
Forgiveness of Debt | ||
Extraordinary Items | ||
Net Income/(Loss) before Income Taxes | (2,674,033) | (1,547,860) |
Provision for income taxes | ||
Net Ordinary Income/(Loss) | (2,674,033) | (1,547,860) |
Other Income / Expense | ||
Other Income - Other | 21,407 | 262 |
Net Income/(Loss) | $ (2,652,626) | $ (1,547,598) |
Basic and Diluted Loss per Share - Common Stock | $ (0.00465) | $ (0.00652) |
Weighted Average Number of Shares Outstanding: Basic and Diluted Class A Common Stock | 570,859,333 | 237,337,445 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Class A Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series E Preferred Stock [Member] | Total |
Balance at Dec. 31, 2017 | $ 36,430 | $ 4,300,514 | $ (5,970,024) | $ 1,000 | $ (1,632,080) |
Balance, shares at Dec. 31, 2017 | 36,430,248 | 1,000,000 | |||
Reversal of prior period adjustment 2016 | (34,286) | (34,286) | |||
Reversal of prior period adjustment 2017 | 52,863 | 52,863 | |||
Note conversion | $ 135,231 | 297,409 | 432,640 | ||
Note conversion, shares | 135,230,803 | ||||
Shares Issued | $ 71,350 | 106,900 | $ 178,250 | ||
Shares Issued, shares | 71,350,098 | 71,350,098 | |||
Cancelled shares | $ (6,500) | $ (26,000) | $ (32,500) | ||
Cancelled shares, shares | (6,500,000) | ||||
Reverse split, shares | 826,296 | ||||
Net loss for the year | $ (1,547,598) | $ (1,547,598) | |||
Balance at Dec. 31, 2018 | $ 236,511 | 4,678,823 | (7,499,045) | $ 1,000 | (2,582,711) |
Balance, shares at Dec. 31, 2018 | 237,337,445 | 1,000,000 | |||
Prior period adjustment | 111,304 | 111,304 | |||
Note conversion | $ 332,889 | 107,322 | 440,211 | ||
Note conversion, shares | 332,888,888 | ||||
Shares Issued | $ 633 | 60,867 | $ 5,000 | $ 66,500 | |
Shares Issued, shares | 633,000 | 5,000,000 | 633,000 | ||
Cancelled shares | |||||
Cancelled shares, shares | |||||
Reverse split, shares | |||||
Net loss for the year | $ (2,652,626) | $ (2,652,626) | |||
Balance at Dec. 31, 2019 | $ 570,033 | $ 4,847,012 | $ (10,040,367) | $ 6,000 | $ (4,617,321) |
Balance, shares at Dec. 31, 2019 | 570,859,333 | 6,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (2,652,626) | $ (1,547,598) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 6,500 | 145,750 |
Accumulated Depreciation | 3,989 | (18,818) |
Changes in operating assets and liabilities | ||
Accounts receivable | (939,104) | (279,953) |
Inventory | (669,646) | (160,858) |
Other Changes in Assets | (87,638) | |
Trucks | 31,092 | 88,896 |
Amortization & Depreciation | 68,386 | |
Deposits | (11,520) | |
Accounts payable | 1,205,383 | 340,236 |
Accrued expenses | 101,122 | (30,905) |
Repayment of Notes Payable | (208,500) | |
Capitalized interest or penalty fees | 311,877 | |
Retirement of fixed assets | 85,706 | |
Net Cash Used in Operating Activities | (2,620,665) | (1,597,563) |
INVESTING ACTIVITIES | ||
Receivable - Related | (34,379) | |
Computers | (10,426) | |
Purchase of equipment, building & improvements, & fixed assets | (1,384,382) | (141,413) |
Goodwill and Intangible Assets | (2,783,239) | (950,000) |
Net Cash Used In Investing Activities | (4,202,000) | (1,101,839) |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 2,960,900 | 2,742,721 |
Proceeds from notes payable - Related | 119,542 | |
Proceeds from long-term loans | 3,461,606 | (175,000) |
Repayment of notes payable | (149,973) | |
Debt Conversion | (166,000) | |
Shares issued for debt conversion | 440,211 | 432,641 |
Preferred stocks issued | 60,000 | |
Common stocks issued for cash | ||
Prior period adjustment to retained earnings | 111,304 | |
Net Cash Provided by Financing Activities | 6,987,564 | 2,850,390 |
NET INCREASE (DECREASE) IN CASH | 164,898 | 150,988 |
CASH AT BEGINNING OF PERIOD | 151,058 | 69 |
CASH AT END OF PERIOD | 315,957 | 151,058 |
CASH PAID FOR: | ||
Interest and penalty fees | 142,695 | 185,884 |
NON CASH FINANCING ACTIVITIES: | ||
Issuance of shares for debt conversion | $ 440,211 | $ 432,641 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS The Company and Nature of Business Pacific Ventures Group, Inc. (the “Company,” “we,” “us” or “our”) was incorporated under the laws of the state of Delaware on October 3, 1986, under the name AOA Corporation. On November 12, 1991, the Company changed its name to American Eagle Group, Inc. On October 22, 2012, the Company changed its name to “Pacific Ventures Group, Inc.”. The current structure of the Company resulted from a share exchange with Snöbar Holdings, Inc. (“Snöbar Holdings”), which was treated as a reverse merger for accounting purposes. On August 14, 2015, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Snöbar Holdings, pursuant to which the Company acquired 100% of the issued and outstanding shares of Snöbar Holdings’ Class A and Class B common stock in exchange for 22,500,000 restricted shares of the Company’s common stock, while simultaneously issuing 2,500,000 restricted shares of the Company’s common stock to certain other persons, including for services provided and to a former officer of the Company (the “Share Exchange”). As the result of the Share Exchange, Snöbar Holdings became the Company’s wholly owned operating subsidiary and the business of Snöbar Holdings became the Company’s sole business operations and MAS Global Distributors, Inc., a California corporation (“MGD”), became an indirect subsidiary of the Company. Prior to the Share Exchange, the Company operated as an insurance holding company and through its subsidiaries, which marketed and underwrote specialized property and casualty coverage in the general aviation insurance marketplace. However, in 1997, after selling several of its divisions, the Company’s remaining insurance operations were placed into receivership and the Company ceased operating its insurance business. Since the Share Exchange represented a change in control of the Company and a change in business operations, the Company’s business operations changed to that of Snöbar Holdings and the discussions of business operations accompanying this filing are solely that of Snöbar Holdings and its affiliates and subsidiaries comprising of Snöbar Trust , International Production Impex Corporation, a California corporation (“IPIC”) , and MGD. Snöbar Holdings was formed under the laws of the State of Delaware on January 7, 2013. Snöbar Holdings is the trustor and sole beneficiary of Snöbar Trust, a California trust (“Trust”), which was formed in June 1, 2013. The current trustee that holds legal title to the Trust is Clark Rutledge, the father of Shannon Masjedi, the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer, and majority stockholder. The Trust owns 100% of the shares of IPIC, which was formed on August 2, 2001. IPIC is in the business of selling alcohol-infused ice cream and ice-pops and holds all of the rights to the liquor licenses to sell such products and trade names “Snöbar”. As such, the Trust holds all ownership interest of IPIC and its liquor licenses, permitting IPIC to sell its product to distributors, with all income, expense, gains and losses rolling up to the Trust, of which Snöbar Holdings is the sole beneficiary. Snöbar Holdings also owns 99.9% of the shares of MGD. MGD is in the business of selling and leasing freezers and providing marketing services. As a result of the foregoing, Snöbar Holdings is the primary beneficiary of all assets, liabilities and any income received from the business of the Trust and IPIC through the Trust and is the parent company of MGD. The Trust and IPIC are considered variable interest entities (“VIEs”) and Snöbar Holdings is identified as the primary beneficiary of the Trust and IPIC. Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Snöbar Holdings performs ongoing reassessments of whether it is the primary beneficiary of a VIE. As the assessment of Snöbar Holdings’ management is that Snöbar Holdings has the power to direct the activities of a VIE that most significantly impact the VIE’s activities (it is responsible for establishing and operating IPIC), and the obligation to absorb losses of the VIE that could potentially be significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE’s economic performance, it was therefore concluded by management that Snöbar Holdings is the primary beneficiary of the Trust and IPIC. As such, the Trust and IPIC were consolidated in the financial statements of Snöbar Holdings since the inception of the Trust, in the case of the Trust, and since the inception of Snöbar Holdings, in the case of IPIC. On May 1, 2018, Royalty Foods Partners, LLC – a Florida Limited Liability Corporation and a subsidiary of Pacific Ventures Group, Inc. – completed an asset acquisition of San Diego Farmers Outlet, Inc. (SDFO), a California Corporation. San Diego Farmers Outlet was started in over thirty-five years ago to provide primarily restaurants customers in southern California’s three largest counties with quality food and produce and does business under the name of Farmers Outlet and San Diego Farmers Outlet. On December 8, 2019, Seaport Group Enterprises LLC—a California Limited Liability Corporation and a subsidiary of Pacific Ventures Group, Inc.—complete an asset acquisition of Seaport Meat Company, a California Corporation. Seaport Meat Company was started in over thirty years ago and is a USDA inspected fresh meat processing company. Seaport Meat Company delivers to all of Southern California as well as Arizona, customers include US Foods, SYSCO, and large restaurant chains. Principles of Consolidation The consolidated financial statements include the accounts of the Company, Snöbar Holdings and its subsidiaries, in which Snöbar Holdings has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). Inter-company balances and transactions have been eliminated upon consolidation. The Company applies the provisions of ASC 810 which provides a framework for identifying VIEs and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that is unable to make significant decisions about its activities, (3) has a group of equity owners that does not have the obligation to absorb losses or the right to receive returns generated by its operations or (4) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities (for example, providing financing or buying assets) either involve or are conducted on behalf of an investor that has disproportionately fewer voting rights. ASC 810 requires a VIE to be consolidated by the party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) that has both of the following characteristics: a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. If the primary beneficiary of a variable interest entity (VIE) and the VIE are under common control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles). ASC 810 also requires disclosures about VIEs in which the variable interest holder is not required to consolidate but in which it has a significant variable interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, Seaport Meat Company, MGD, IPIC and the Trust, which was established to hold IPIC, which in turn holds liquor licenses. All inter-company accounts have been eliminated during consolidation. See the discussion in Note 1 above for variable interest entity treatment of the Trust and IPIC. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded. Unearned Revenue Certain amounts are received pursuant to agreements or contracts and may only be used in the conduct of specified transactions or the related services are yet to be performed. These amounts are recorded as unearned or deferred revenue and are recognized as revenue in the year/period the related expenses are incurred, or services are performed. As of December 31, 2019, and December 31, 2018, the Company had $0 in deferred revenue. Leases ASC 842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of the lease and expensed over that term. Currently the Company has 2 long-term leases SDFO & Seaport . Shipping and Handling Costs The Company’s shipping costs are all recorded as operating expenses for all periods presented. Disputed Liabilities The Company is involved in a variety of disputes, claims, and proceedings concerning its business operations and certain liabilities. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. As of December 31, 2019, the Company has $0 in disputed liabilities on its balance sheet. Cash Equivalents The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of December 31, 2019, the Company had a cash balance of $315,957 in cash and cash equivalents, compared to $118,579 at December 31, 2018. Accounts Receivable Accounts receivable are stated at net realizable value of $1,290,637. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the level of past due accounts and the relationship with and financial status of our customers. As of December 31, 2019, the Company wrote off $323 of bad debt expense. The Company write off $3,820 during the year ended December 31, 2018. Inventories Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of finished goods and includes ice cream, popsicles and the related packaging materials. As of December 31, 2019, the Company had total inventory assets of $830,504 consisting of $53,207 of San Diego Farmers Outlet, Inc.’s inventory assets of fresh produce and food products and $777,297 of Seaport Meat Company’s inventory assets of fresh and frozen proteins and seafood and all other restaurants supply items. As of December 31, 2018, the Company has $160,858 in inventories. Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net Income/(Loss) Per Common Share Income/(loss) per share of common stock is calculated by dividing the net income/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities. Accordingly, basic and dilutive income/(loss) per common share are the same. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, five years; office furniture and equipment, three to fifteen years; equipment, three years. Identifiable Intangible Assets As of December 31, 2019, the Company’s Identifiable Intangible Assets are as follows: Intangible Assets Identifiable Intangible Assets Trade Name (San Diego Farmers Outlet) $193,000 Trade Name (Seaport Meat) $449,000 Wholesale Customer Relationships (San Diego Farmers Outlet) $226,100 Wholesale Customer Relationships (Seaport Meat) $2,321,271 Total Identifiable Intangible Assets $3,189,371 Goodwill Assembled Workforce $21,000 Unidentified Intangible Value $470,000 Total Goodwill $491,000 Total Intangible Assets $3,680,371 Management does not believe that there is an impairment as of 2019. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to the short-term maturity of these instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts. Critical Accounting Policies The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements. Recent Accounting Pronouncements In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This standard is effective for fiscal years and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning after December 15, 2017. In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. In April 2015, FASB issued ASU No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. In April 2015, FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. In June 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement. In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable. We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $2,652,626 for the year ended December 31, 2019 and has an accumulated deficit of $10,040,367 as of December 31, 2019. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The audited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These audited consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES As of December 31, 2019, the Company had inventory assets for a total of $830,504. Inventory of $160,858 was recorded as of December 31, 2018. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2019 and December 31, 2018, consisted of: December 31, 2019 December 31, 2018 Computers $ 11,788 $ 11,788 Building & Improvement 25,000 25,000 Forklift 1 3,000 3,000 Forklift 2 2,871 2,871 Truck 2004 Hino 1 - 10,000 Truck 2004 Hino 2 - 10,000 Truck 2018 Hino 155 5347 30,181 30,181 Truck 2018 Hino 155 5647 30,181 30,181 Truck 2018 Hino 155 5680 30,181 30,181 Truck 2019 Hino 155 3710 24,865 Truck 2019 Hino 155 7445 34,213 Machinery & Equipment 913,696 Office Equipment 62,400 Vehicles 409,108 Accumulated Depreciation (99,815 ) (40,408 ) $ 1,477,668 $ 112,793 Depreciation and Amortization expense for the year ended December 31, 2019 was $229,036 compared to $17,626 for the same period of December 31, 2018. |
Accrued Expense
Accrued Expense | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expense | 6. ACCRUED EXPENSE As of December 31, 2019, the Company had accrued expenses of $714,962 compared to $286,598 for the year ended December 31, 2018. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 7. INCOME TAX The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS The following table presents a summary of the Company’s promissory notes issued to related parties as of December 31, 2019: Noteholder Note Amount Issuance Date Unpaid Amount S. Masjedi 150,000 12/10/2010 $ 75,692 A. Masjedi 500,000 6/1/2013 264,550 M. Shenkman 10,000 2/21/2012 10,000 M. Shenkman 10,000 2/23/2012 10,000 M. Shenkman 10,000 3/14/2013 6,000 M. Shenkman (Entrust) 16,000 9/9/2014 16,000 $ 696,000 $ 382,241 The following description represent note payable-related party transaction pre-Share Exchange that were assumed by the Company as a condition to the Share Exchange: In January 2011, MGD, which is now a majority owned subsidiary of Snöbar Holdings, entered into an unsecured promissory note with Mrs. Masjedi, who is now the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, director and majority stockholder. The note had a principal balance of $150,000 with an interest rate of 3% and has a maturity date of December 31, 2022. The balance of the note at December 31, 2019 was $75,692. On February 21, 2012, Snöbar Holdings entered into an unsecured promissory note with Mr. Shenkman, who is Chairman of the Board of Directors and a shareholder of the Company. The note had a principal balance of $10,000 with an interest rate of 5% and is due on demand. The note’s maturity date has subsequently been extended to December 31, 2022. Interest against the note was extinguished in a subsequent extension of the term. The note had a principal balance of $10,000 as of December 31, 2019. On February 23, 2012, Snöbar Holdings entered into a promissory note with Mr. Shenkman for $10,000, maturing in one year at an interest of 8%. The note has subsequently been extended to December 31, 2022. Interest under the note was extinguished in a subsequent extension of the term. The note had an outstanding balance of $10,000 as of December 31, 2019. On March 14, 2013, Snöbar Holdings entered into an unsecured promissory note with a Mr. Shenkman, the Company’s Chairman of the Board of Directors. The note had a principal balance of $10,000 with an interest rate of 5% and an original maturity date of March 14, 2014, subsequently extended to December 31, 2022 with a lower interest rate of 2%/year. Mr. Shenkman also agreed to make all interest retroactive and deferred. The note had an outstanding balance of $6,000 as of December 31, 2019. On June 1, 2013, Snöbar Holdings entered into a promissory note with Azizollah Masjedi, father-in-law to Shannon Masjedi who’s the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, director and majority stockholder, in an amount of $500,000 to purchase all the shares and interests of IPIC. The note matured on June 31, 2017. As of December 31, 2018, the outstanding balance under this note was $264,550, which includes interest and penalty charges. On September 9, 2014, Snobar Holdings entered into a second unsecured promissory note with Mr. Shenkman, through his affiliate company Entrust Group for a total amount of $6,000 and a third unsecured promissory note for a total amount of $10,000, both at an annual interest rate of 2%. No term was provided for in each note, but Mr. Shenkman has agreed to a maturity date of December 31, 2022 and the accrual of interest rates and deferral to maturity. The notes had an aggregate outstanding balance of $16,000 as of December 31, 2019. As of December 31, 2019, the Company had total short-term notes payable of $1,362,605 and long-term notes payable of $8,669,129. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. NOTES PAYABLE The following table presents a summary of the Company’s promissory notes issued to unrelated third parties as of December 31, 2019: Note Amount Issuance Date Balance A. Rodriguez 86,821 3/14/13 $ 86,821 A. Rodriguez 15,000 7/22/13 15,000 A. Rodriguez 10,000 2/21/14 10,000 Henry Mahgerefteh 144,000 2/15/15 144,000 TRA Capital 106,112 3 loans 106,112 BNA Inv 223,499 6 loans 223,499 Brian Berg 30,000 2/1/12 25,000 Classic Bev 73,473 5/1/17 277,385 JSJ, Investments 75,000 7/12/17 53,758 PowerUp 204,000 various 151,000 PNC, Inc. 2,876,509 12/19/20 2,876,509 TCA Global fund 2,150,000 5/1/18 2,664,628 TCA Global fund 2 3,000,000 12/17/19 3,015,780 $ 8,994,414 $ 9,649,492 The following description represent unrelated notes payable transactions pre-reverse merger between Snöbar and the Company that were assumed by the Company as a condition to the Share Exchange Agreement: In February 2012, MGD entered into an unsecured promissory note with a certain unrelated party, now a shareholder of the Company for a principal balance of $30,000 at in interest rate of 8% per year and maturity date of August 1, 2014. The note’s maturity date has been extended to December 31, 2020 and the interest rate under the extinguished as part of the extension. The note had an outstanding balance of $25,000 as of December 31, 2019. On March 14, 2013, Snöbar Holdings entered into an unsecured promissory note with a certain unrelated third party, now a shareholder of the Company. The note had a principal balance of $86,821 with an interest rate of 5% and had a maturity date of March 14, 2014. The note’s maturity date has subsequently been extended to February 1, 2020. The entire balance is owed and outstanding as of December 31, 2020. On July 22, 2013, Snöbar Holdings entered into an unsecured promissory note with a certain unrelated third party. The note had a principal balance of $15,000 with an original interest rate of 5%. Maturity date has been extended to December 31, 2018, and interest rate has been reduced to 2%, and lender agreed to make all interest retroactive and deferred. The balance of the note was $15,000 as of December 31, 2019. The following description represents unrelated note payable transactions post-merger between Snöbar and the Company: On July 12, 2017, the issued a Convertible Promissory Note to JSJ Investments Inc. for total gross proceeds of $75,000. The company entered into a mutually agreed upon settlement agreement that called out for monthly payments of $3,359.90. All payments are current and the balance on the note as of December 31, 2019 was $53,758. There is no conversion feature to this settlement an only cash payment. Effective September 30, 2017, the Company entered into amended promissory notes with BNA/TRA an unrelated third party in an amount of $372,500, one for $172,500, and four others for $50,000 each. All of the notes have an interest rate of 8% and had a maturity date of August 13, 2017 but have been extended to November 15, 2017 for a fee of $15,000. The notes had a principal outstanding balance of $329,611 as of September 30, 2018, including the $15,000 extension fee. In late July, August, and September of 2017, the Company entered into a financing arrangement with Power Up Lending pursuant to which the Company borrowed a total principal of $129,000 secured by shares of the Company’s common stock. The notes were subject to a 6 month hold before any stock was issued. The current balance as of December 31, 2019 is $151,000. Over the past year Classic Beverage has periodically issued loans to the Company. The Company has agreed to pay interest 10% per year and has agreed on penalty fees if late on payments. The note is due on demand. The current balance is $277,385, including capitalized interest and penalty fees. On May 1, 2018, Pacific Ventures Group entered into a secured promissory note with TCA Global Master Fund. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate on the note is 16%. The outstanding balance of the notes with TCA Global Fund for San Diego Farmers Outlet is $2,664,628 as of December 31, 2019. On December 17, 2019 Pacific Ventures Group entered into a secured promissory note with TCA Special Situations Credit Strategies ICAV. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate is 16%. The outstanding balance of the notes for Seaport Meat is $3,015,780 as of December 31, 2019. On February 13, 2017, Pacific Ventures entered settlement with one of its creditors for $527,333 of its long-term notes payable. As of December 31, 2019, the balance is $200,000 due on April 15, 2020. As of December 31, 2018, the Company had total short-term notes payable of $976,120 and long-term notes payable of $2,397,623. As of December 31, 2019, the Company had short-term notes payable of $1,362,605 and long-term notes payable of $8,669,129. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 10. STOCKHOLDERS’ EQUITY Share Exchange On August 14, 2015, Snöbar Holdings entered into the Share Exchange Agreement with the Company and Snöbar Holdings’ shareholders (the “Snöbar Shareholders”) who held of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Class B Common Stock, of Snöbar Holding. In accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of Snöbar Holdings’ Class A and Class B Common Stock from Snöbar Shareholders, with Snöbar Holdings becoming a wholly owned subsidiary of the Company, in exchange for the issuance to the Snöbar Shareholders of 22,500,000 shares of restricted common stock of the Company and the issuance of 2,500,000 restricted shares of the Company’s common stock to certain other persons (as set forth below). The 333,521,888 restricted shares of the Company’s common stock issued during the fiscal year ended December 31, 2019 were for the following: issued 332,888,888 for repayment of stocks and 633,000 issued shares of its common stock for other considerations. Common Stock and Preferred Stock The Company is authorized to issue up to 10,000,000 shares of its preferred stock, $0.001 par value per share. The Company designated 6,000,000 shares of preferred stock as Series E Preferred Stock (the “Series E Preferred Stock”). Under the rights, preferences and privileges of the Series E Preferred Stock, for every share of Series E Preferred Stock held, the holder thereof has the voting rights equal to 10 shares of common stock. As of December 31, 2019, there were 6,000,000 shares of Series E Preferred Stock issued and outstanding. From January 1, 2019 through December 31, 2019, the Company issued 333,521,888 shares of its common stock to various investors for cash and other considerations. From January 1, 2019 through December 31, 2019, the Company issued 332,888,888 shares of its common stock for repayment of debt issued 633,000 for various considerations. The Company is authorized to issue up to 900,000,000 shares of its common stock, $0.001 par value per share. Holders of common stock have one vote per share. As of December 31, 2018, and 2019, there were 237,337,445 and 570,859,333 shares of the Company’s common stock issued and outstanding, respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | 11. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES Operating Lease The Company is currently obligated under two operating leases for office spaces and associated building expenses. Both leases are on a month-to-month basis at a monthly rate of $450 and $330, respectively. SDFO operations are located at 10407 Friars Rd, San Diego, CA 92110, where they occupy an aggregate of approximately 10,000 square feet pursuant to leases. The 5-year leases are on an annual basis at a monthly rate of $6,000 per month. Seaport Group Enterprise LLC is located at 2533 Folex Way, Spring Valley CA 91978, where they occupy an aggregate of approximately 17,000 square feet pursuant to the lease. The 5-year leases are on an annual basis starting at a monthly rate of $14,750.00 per month. San Diego Farmers Outlet and SeaPort Meat Company Operating Leases The Company in May 1, 2018 assumed a lease agreement for a facility site and entered into a lease agreement for office space for San Diego Farmers Outlet. The lease has a term of five years expiring on April 30, 2023. Future minimum lease payments, as set forth in the lease, are below: YEAR AMOUNT 2020 $ 72,000 2021 $ 72,000 2022 $ 72,000 2023 $ 24,000 The Company on December 1, 2019 entered into a lease agreement for a facility site for office space for Seaport Meat Company. The lease has a term of five years expiring on November 30, 2024. Future minimum lease payments, as set forth in the lease, are below: YEAR AMOUNT 2020 $ 177,000 2021 $ 177,000 2022 $ 177,000 2023 $ 177,000 2024 $ 162,250 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 12. EQUITY INCENTIVE PLAN On November 3, 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), which reserves a total of 1,500,000 shares of the Company’s common stock for issuance under the 2017 Plan. Incentive awards authorized under the 2017 Plan include, but are not limited to, incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, subject to the approval of the 2017 Plan by the Company’s stockholders. If an incentive award granted under the 2017 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2017 Plan. All of the shares under the 2017 Plan were registered in the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 21, 2017 (the “Form S-8”). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS ASC 855-16-50-4 establishes accounting and disclosure requirements for subsequent events. ASC 855 details the period after the balance sheet date during which we should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which we should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. The Company has evaluated all subsequent events through the date these consolidated financial statements were issued, and determined the following are material to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, Seaport Meat Company, MGD, IPIC and the Trust, which was established to hold IPIC, which in turn holds liquor licenses. All inter-company accounts have been eliminated during consolidation. See the discussion in Note 1 above for variable interest entity treatment of the Trust and IPIC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded. |
Unearned Revenue | Unearned Revenue Certain amounts are received pursuant to agreements or contracts and may only be used in the conduct of specified transactions or the related services are yet to be performed. These amounts are recorded as unearned or deferred revenue and are recognized as revenue in the year/period the related expenses are incurred, or services are performed. As of December 31, 2019, and December 31, 2018, the Company had $0 in deferred revenue. |
Leases | Leases ASC 842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of the lease and expensed over that term. Currently the Company has 2 long-term leases SDFO & Seaport . |
Shipping and Handling Costs | Shipping and Handling Costs The Company’s shipping costs are all recorded as operating expenses for all periods presented. |
Disputed Liabilities | Disputed Liabilities The Company is involved in a variety of disputes, claims, and proceedings concerning its business operations and certain liabilities. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. As of December 31, 2019, the Company has $0 in disputed liabilities on its balance sheet. |
Cash Equivalents | Cash Equivalents The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of December 31, 2019, the Company had a cash balance of $315,957 in cash and cash equivalents, compared to $118,579 at December 31, 2018. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at net realizable value of $1,290,637. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the level of past due accounts and the relationship with and financial status of our customers. As of December 31, 2019, the Company wrote off $323 of bad debt expense. The Company write off $3,820 during the year ended December 31, 2018. |
Inventories | Inventories Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of finished goods and includes ice cream, popsicles and the related packaging materials. As of December 31, 2019, the Company had total inventory assets of $830,504 consisting of $53,207 of San Diego Farmers Outlet, Inc.’s inventory assets of fresh produce and food products and $777,297 of Seaport Meat Company’s inventory assets of fresh and frozen proteins and seafood and all other restaurants supply items. As of December 31, 2018, the Company has $160,858 in inventories. |
Income Taxes | Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Net Income/(loss) Per Common Share | Net Income/(Loss) Per Common Share Income/(loss) per share of common stock is calculated by dividing the net income/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities. Accordingly, basic and dilutive income/(loss) per common share are the same. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, five years; office furniture and equipment, three to fifteen years; equipment, three years. |
Identifiable Intangible Assets | Identifiable Intangible Assets As of December 31, 2019, the Company’s Identifiable Intangible Assets are as follows: Intangible Assets Identifiable Intangible Assets Trade Name (San Diego Farmers Outlet) $193,000 Trade Name (Seaport Meat) $449,000 Wholesale Customer Relationships (San Diego Farmers Outlet) $226,100 Wholesale Customer Relationships (Seaport Meat) $2,321,271 Total Identifiable Intangible Assets $3,189,371 Goodwill Assembled Workforce $21,000 Unidentified Intangible Value $470,000 Total Goodwill $491,000 Total Intangible Assets $3,680,371 Management does not believe that there is an impairment as of 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to the short-term maturity of these instruments. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts. |
Critical Accounting Policies | Critical Accounting Policies The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This standard is effective for fiscal years and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning after December 15, 2017. In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. In April 2015, FASB issued ASU No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. In April 2015, FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. In June 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement. In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable. We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment at December 31, 2019 and December 31, 2018, consisted of: December 31, 2019 December 31, 2018 Computers $ 11,788 $ 11,788 Building & Improvement 25,000 25,000 Forklift 1 3,000 3,000 Forklift 2 2,871 2,871 Truck 2004 Hino 1 - 10,000 Truck 2004 Hino 2 - 10,000 Truck 2018 Hino 155 5347 30,181 30,181 Truck 2018 Hino 155 5647 30,181 30,181 Truck 2018 Hino 155 5680 30,181 30,181 Truck 2019 Hino 155 3710 24,865 Truck 2019 Hino 155 7445 34,213 Machinery & Equipment 913,696 Office Equipment 62,400 Vehicles 409,108 Accumulated Depreciation (99,815 ) (40,408 ) $ 1,477,668 $ 112,793 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Promissory Notes Issued to Related Parties | The following table presents a summary of the Company’s promissory notes issued to related parties as of December 31, 2019: Noteholder Note Amount Issuance Date Unpaid Amount S. Masjedi 150,000 12/10/2010 $ 75,692 A. Masjedi 500,000 6/1/2013 264,550 M. Shenkman 10,000 2/21/2012 10,000 M. Shenkman 10,000 2/23/2012 10,000 M. Shenkman 10,000 3/14/2013 6,000 M. Shenkman (Entrust) 16,000 9/9/2014 16,000 $ 696,000 $ 382,241 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Issued to Unrelated Third Parties | The following table presents a summary of the Company’s promissory notes issued to unrelated third parties as of December 31, 2019: Note Amount Issuance Date Balance A. Rodriguez 86,821 3/14/13 $ 86,821 A. Rodriguez 15,000 7/22/13 15,000 A. Rodriguez 10,000 2/21/14 10,000 Henry Mahgerefteh 144,000 2/15/15 144,000 TRA Capital 106,112 3 loans 106,112 BNA Inv 223,499 6 loans 223,499 Brian Berg 30,000 2/1/12 25,000 Classic Bev 73,473 5/1/17 277,385 JSJ, Investments 75,000 7/12/17 53,758 PowerUp 204,000 various 151,000 PNC, Inc. 2,876,509 12/19/20 2,876,509 TCA Global fund 2,150,000 5/1/18 2,664,628 TCA Global fund 2 3,000,000 12/17/19 3,015,780 $ 8,994,414 $ 9,649,492 |
Commitments, Contingencies an_2
Commitments, Contingencies and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments, as set forth in the lease, are below: YEAR AMOUNT 2020 $ 72,000 2021 $ 72,000 2022 $ 72,000 2023 $ 24,000 Future minimum lease payments, as set forth in the lease, are below: YEAR AMOUNT 2020 $ 177,000 2021 $ 177,000 2022 $ 177,000 2023 $ 177,000 2024 $ 162,250 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - shares | Aug. 14, 2015 | Dec. 31, 2019 |
IPIC [Member] | ||
Ownership percentage | 100.00% | |
MGD [Member] | ||
Ownership percentage | 99.90% | |
Snobar Holdings, Inc [Member] | ||
Acquisition percentage | 100.00% | |
Exchange for restricted shares to common stock, number of shares | 22,500,000 | |
Issuing shares of restricted common stock to certain other persons | 2,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred revenue | $ 0 | $ 0 |
Disputed liabilities | 0 | |
Cash and cash equivalents | 315,957 | 118,579 |
Accounts receivable | 1,290,637 | 280,142 |
Bad debts | 323 | 3,820 |
Inventories | 830,504 | 160,858 |
Total identifiable intangible assets | 3,189,371 | |
Total goodwill | 491,000 | |
Total intangible assets | 3,680,371 | $ 950,000 |
Federal deposit insurance corporation (fdic), amount | 250,000 | |
Assembled Workforce [Member] | ||
Total goodwill | 21,000 | |
Unidentified Intangible Value [Member] | ||
Total goodwill | $ 470,000 | |
Vehicles [Member] | ||
Estimated useful lives | 5 years | |
Office Furniture and Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 3 years | |
Office Furniture and Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 15 years | |
Equipment [Member] | ||
Estimated useful lives | 3 years | |
San Diego Farmers Outlet, Inc [Member] | Trade Name [Member] | ||
Total identifiable intangible assets | $ 193,000 | |
San Diego Farmers Outlet, Inc [Member] | Wholesale Customer Relationships [Member] | ||
Total identifiable intangible assets | 226,100 | |
San Diego Farmers Outlet, Inc [Member] | Fresh Produce and Food Products [Member] | ||
Inventories | 53,207 | |
Seaport Meat Company's [Member] | Trade Name [Member] | ||
Total identifiable intangible assets | 449,000 | |
Seaport Meat Company's [Member] | Wholesale Customer Relationships [Member] | ||
Total identifiable intangible assets | 2,321,271 | |
Seaport Meat Company's [Member] | Fresh and Frozen Proteins and Seafood and all Other Restaurants Supply Items [Member] | ||
Inventories | $ 777,297 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (2,652,626) | $ (1,547,598) |
Accumulated deficit | $ (10,040,367) | $ (7,499,045) |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory assets | $ 830,504 | $ 160,858 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 229,036 | $ 17,626 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Computers | $ 11,788 | $ 11,788 |
Building & Improvement | 25,000 | 25,000 |
Forklift 1 | 3,000 | 3,000 |
Forklift 2 | 2,871 | 2,871 |
Truck 2004 Hino 1 | 10,000 | |
Truck 2004 Hino 2 | 10,000 | |
Truck 2018 Hino 155 5347 | 30,181 | 30,181 |
Truck 2018 Hino 155 5647 | 30,181 | 30,181 |
Truck 2018 Hino 155 5680 | 30,181 | 30,181 |
Truck 2019 Hino 155 3710 | 24,865 | |
Truck 2019 Hino 155 7445 | 34,213 | |
Machinery & Equipment | 913,696 | |
Office Equipment | 62,400 | |
Vehicles | 409,108 | |
Accumulated Depreciation | (99,815) | (40,408) |
Property, plant and equipment, net | $ 1,477,668 | $ 112,793 |
Accrued Expense (Details Narrat
Accrued Expense (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 714,962 | $ 286,598 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 09, 2014 | Jun. 01, 2013 | Mar. 14, 2013 | Feb. 23, 2012 | Feb. 21, 2012 | Jan. 31, 2011 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Short-term notes payable | $ 1,022,364 | $ 772,334 | ||||||
Long-term notes payable | 8,627,129 | 2,259,081 | ||||||
Related Party Transactions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short-term notes payable | 1,362,605 | |||||||
Long-term notes payable | 8,669,129 | |||||||
Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mrs. Masjedi [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 150,000 | 75,692 | ||||||
Note, interest rate | 3.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 10,000 | 10,000 | ||||||
Note, interest rate | 5.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 10,000 | 10,000 | ||||||
Note, interest rate | 8.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Promissory Note [Member] | Snobar Holdings, Inc [Member] | Azizolla Masjedi [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 500,000 | $ 264,550 | ||||||
Debt maturity date | Jun. 30, 2017 | |||||||
Unsecured Promissory Note One [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 10,000 | 6,000 | ||||||
Note, interest rate | 5.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Maturity date description | An original maturity date of March 14, 2014, subsequently extended to December 31, 2022 with a lower interest rate of 2%/year. | |||||||
Unsecured Promissory Note One [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, interest rate | 2.00% | |||||||
Second Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 6,000 | |||||||
Note, interest rate | 2.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Third Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 10,000 | |||||||
Note, interest rate | 2.00% | |||||||
Debt maturity date | Dec. 31, 2022 | |||||||
Second and Third Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note, principal balance | $ 16,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Promissory Notes Issued to Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2017 | |
Note amount | $ 8,994,414 | |
Related Parties [Member] | ||
Note amount | 696,000 | |
Unpaid amount | 382,241 | |
Promissory Note One [Member] | ||
Note amount | $ 172,500 | |
S. Masjedi [Member] | Promissory Note [Member] | ||
Note amount | $ 150,000 | |
Issuance date | Dec. 10, 2010 | |
Unpaid amount | $ 75,692 | |
A. Masjedi [Member] | Promissory Note [Member] | ||
Note amount | $ 500,000 | |
Issuance date | Jun. 1, 2013 | |
Unpaid amount | $ 264,550 | |
M. Shenkman [Member] | Promissory Note One [Member] | ||
Note amount | $ 10,000 | |
Issuance date | Feb. 21, 2012 | |
Unpaid amount | $ 10,000 | |
M. Shenkman [Member] | Promissory Note Two [Member] | ||
Note amount | $ 10,000 | |
Issuance date | Feb. 23, 2012 | |
Unpaid amount | $ 10,000 | |
M. Shenkman [Member] | Promissory Note Three [Member] | ||
Note amount | $ 10,000 | |
Issuance date | Mar. 14, 2013 | |
Unpaid amount | $ 6,000 | |
M. Shenkman [Member] | Promissory Note Four [Member] | ||
Note amount | $ 16,000 | |
Issuance date | Sep. 9, 2014 | |
Unpaid amount | $ 16,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 12, 2017 | Jul. 22, 2013 | Mar. 14, 2013 | Sep. 30, 2017 | Feb. 28, 2012 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Feb. 13, 2017 |
Promissory note | $ 8,994,414 | ||||||||
Proceeds from convertible promissory note | 440,211 | $ 432,641 | |||||||
Long-term notes payable | 8,627,129 | 2,259,081 | |||||||
Short-term notes payable | 1,022,364 | 772,334 | |||||||
Classic Beverage [Member] | |||||||||
Principal balance | $ 277,385 | ||||||||
Interest rate | 10.00% | ||||||||
Financing Arrangement [Member] | |||||||||
Principal balance | $ 151,000 | ||||||||
Promissory note | $ 129,000 | ||||||||
TCA Global Fund [Member] | |||||||||
Interest rate | 16.00% | ||||||||
Secured promissory note | $ 2,664,628 | ||||||||
TCA Special Situations Credit Strategies ICAV [Member] | |||||||||
Interest rate | 16.00% | ||||||||
Secured promissory note | $ 3,015,780 | ||||||||
Creditor [Member] | |||||||||
Principal balance | $ 200,000 | ||||||||
Debt maturity date | Apr. 15, 2020 | ||||||||
Long-term notes payable | $ 527,333 | ||||||||
Unsecured Promissory Note [Member] | MGD [Member] | |||||||||
Principal balance | $ 30,000 | ||||||||
Interest rate | 8.00% | ||||||||
Debt maturity date | Dec. 31, 2020 | ||||||||
Promissory note | $ 25,000 | ||||||||
Unsecured Promissory Note [Member] | Unrelated Third Party [Member] | |||||||||
Principal balance | $ 86,821 | ||||||||
Interest rate | 5.00% | ||||||||
Debt maturity date | Feb. 1, 2020 | ||||||||
Unsecured Promissory Note One [Member] | Unrelated Third Party [Member] | |||||||||
Principal balance | $ 15,000 | ||||||||
Interest rate | 5.00% | ||||||||
Debt maturity date | Dec. 31, 2018 | ||||||||
Promissory note | 15,000 | ||||||||
Reduced interest rate | 2.00% | ||||||||
Convertible Promissory Note [Member] | JSJ Investments Inc [Member] | |||||||||
Promissory note | 53,758 | ||||||||
Proceeds from convertible promissory note | $ 75,000 | ||||||||
Debt periodic payment on interest | $ 3,360 | ||||||||
Promissory Note [Member] | Unrelated Third Party [Member] | |||||||||
Principal balance | $ 329,611 | ||||||||
Interest rate | 8.00% | ||||||||
Debt maturity date | Nov. 15, 2017 | ||||||||
Promissory note | $ 372,500 | ||||||||
Maturity date description | All of the notes have an interest rate of 8% and had a maturity date of August 13, 2017 but have been extended to November 15, 2017 for a fee of $15,000. | ||||||||
Debt instrument fees | $ 15,000 | $ 15,000 | |||||||
Promissory Note One [Member] | |||||||||
Promissory note | 172,500 | ||||||||
Promissory Note Four Others [Member] | |||||||||
Promissory note | $ 50,000 | ||||||||
Notes Payable [Member] | |||||||||
Long-term notes payable | 8,669,129 | 2,397,623 | |||||||
Short-term notes payable | $ 1,362,605 | $ 976,120 |
Notes Payable - Schedule of Pro
Notes Payable - Schedule of Promissory Notes Issued to Unrelated Third Parties (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Note Amount | $ 8,994,414 |
Balance | 9,649,492 |
A. Rodriguez [Member] | Promissory Note [Member] | |
Note Amount | $ 86,821 |
Issuance Date | Mar. 14, 2013 |
Balance | $ 86,821 |
A. Rodriguez One [Member] | Promissory Note [Member] | |
Note Amount | $ 15,000 |
Issuance Date | Jul. 22, 2013 |
Balance | $ 15,000 |
A. Rodriguez Two [Member] | Promissory Note [Member] | |
Note Amount | $ 10,000 |
Issuance Date | Feb. 21, 2014 |
Balance | $ 10,000 |
Henry Mahgerefteh [Member] | Promissory Note [Member] | |
Note Amount | $ 144,000 |
Issuance Date | Feb. 15, 2015 |
Balance | $ 144,000 |
TRA Capital [Member] | Promissory Note [Member] | |
Note Amount | $ 106,112 |
Number of loans issuance date, description | 3 loans |
Balance | $ 106,112 |
BNA Inv [Member] | Promissory Note [Member] | |
Note Amount | $ 223,499 |
Number of loans issuance date, description | 6 loans |
Balance | $ 223,499 |
Brian Berg [Member] | Promissory Note [Member] | |
Note Amount | $ 30,000 |
Issuance Date | Feb. 1, 2012 |
Balance | $ 25,000 |
Classic Bev [Member] | Promissory Note [Member] | |
Note Amount | $ 73,473 |
Issuance Date | May 1, 2017 |
Balance | $ 277,385 |
JSJ, Investments [Member] | Promissory Note [Member] | |
Note Amount | $ 75,000 |
Issuance Date | Jul. 12, 2017 |
Balance | $ 53,758 |
Power Up [Member] | Promissory Note [Member] | |
Note Amount | $ 204,000 |
Number of loans issuance date, description | various |
Balance | $ 151,000 |
PNC, Inc. [Member] | Promissory Note [Member] | |
Note Amount | $ 2,876,509 |
Issuance Date | Dec. 19, 2020 |
Balance | $ 2,876,509 |
TCA Global fund [Member] | Promissory Note [Member] | |
Note Amount | $ 2,150,000 |
Issuance Date | May 1, 2018 |
Balance | $ 2,664,628 |
TCA Global fund 2 [Member] | Promissory Note [Member] | |
Note Amount | $ 3,000,000 |
Issuance Date | Dec. 17, 2019 |
Balance | $ 3,015,780 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Aug. 14, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock issued during period, shares, restricted stock | 333,521,888 | ||
Number of shares issued for conversion of debt | 332,888,888 | ||
Number of shares issued during period | 633,000 | 71,350,098 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ .001 | $ .001 | |
Preferred stock voting rights, description | The voting rights equal to 10 shares of common stock. | ||
Series E preferred stock, shares issued | 6,000,000 | 6,000,000 | |
Series E preferred stock, shares outstanding | 6,000,000 | 6,000,000 | |
Common stock, shares authorized | 900,000,000 | 900,000,000 | |
Common stock, par value | $ .001 | $ .001 | |
Common stock voting rights, description | Holders of common stock have one vote per share | ||
Common stock, shares issued | 570,859,333 | 570,859,333 | |
Common stock, shares outstanding | 570,859,333 | 570,859,333 | |
Series E Preferred Stock [Member] | |||
Number of shares issued during period | 5,000,000 | ||
Preferred stock, shares authorized | 6,000,000 | ||
Investors [Member] | |||
Number of shares issued during period | 333,521,888 | ||
Share Exchange Agreement [Member] | Snobar Holdings' shareholders [Member] | |||
Share exchange agreement, description | (i) at least 99% and up to 100% of the total issued and outstanding shares of Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Class B Common Stock, of Snöbar Holding. In accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of Snöbar Holdings' Class A and Class B Common Stock from Snöbar Shareholders, with Snöbar Holdings becoming a wholly owned subsidiary of the Company, in exchange for the issuance to the Snöbar Shareholders of 22,500,000 shares of restricted common stock of the Company and the issuance of 2,500,000 restricted shares of the Company's common stock to certain other persons | ||
Stock issued during period, shares, restricted stock | 22,500,000 | ||
Share Exchange Agreement [Member] | Snobar Holdings' shareholders [Member] | Restricted Common Stocks [Member] | |||
Stock issued during period, shares, restricted stock | 2,500,000 |
Commitments, Contingencies an_3
Commitments, Contingencies and Uncertainties (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($)ft²Integer | |
Number of operating leases | Integer | 2 |
Operating lease payment | $ 450 |
Building expenses | $ 330 |
San Diego Farmers Outlet, Inc [Member] | |
Area Of Land | ft² | 10,000 |
Operating lease, term of contract | 5 years |
Operating lease, liability, payments monthly | $ 6,000 |
Lease Expiration Date | Apr. 30, 2023 |
Seaport Meat Company's [Member] | |
Area Of Land | ft² | 17,000 |
Operating lease, term of contract | 5 years |
Operating lease, liability, payments monthly | $ 14,750 |
Lease Expiration Date | Nov. 30, 2024 |
Commitments, Contingencies an_4
Commitments, Contingencies and Uncertainties - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2019USD ($) |
San Diego Farmers Outlet, Inc [Member] | |
2020 | $ 72,000 |
2021 | 72,000 |
2022 | 72,000 |
2023 | 24,000 |
Seaport Meat Company's [Member] | |
2020 | 177,000 |
2021 | 177,000 |
2022 | 177,000 |
2023 | 177,000 |
2024 | $ 162,250 |
Equity Incentive Plan (Details
Equity Incentive Plan (Details Narrative) | Nov. 03, 2017shares |
2017 Equity Incentive Plan [Member] | |
Number of shares reserved for future issuance | 1,500,000 |