Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54584 | |
Entity Registrant Name | PACIFIC VENTURES GROUP, INC. | |
Entity Central Index Key | 0000882800 | |
Entity Tax Identification Number | 75-2100622 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 117 West 9th Street | |
Entity Address, Address Line Two | Suite 316 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90015 | |
City Area Code | 310 | |
Local Phone Number | 392-5606 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 190,347,533 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 211,317 | $ 16,435 |
Accounts receivable | 1,286,214 | 1,402,334 |
Inventory Asset | 1,675,518 | 1,393,215 |
Other Current Asset | 34,379 | 34,379 |
Right to Use Asset | 231,000 | 249,000 |
Deposits | 16,845 | 16,845 |
Total Current Assets | 3,455,273 | 3,112,207 |
Fixed Assets | ||
Fixed assets, net | 806,583 | 878,229 |
Total Fixed Assets | 806,583 | 878,229 |
Other Assets | ||
Intangible Assets | 3,196,387 | 3,249,423 |
Right to Use Asset | 374,002 | 374,002 |
Rent & Utilities Deposit | 5,670 | 5,520 |
Total Other Assets | 3,576,059 | 3,628,945 |
TOTAL ASSETS | 7,837,915 | 7,619,380 |
Current Liabilities: | ||
Accounts payable | 3,792,929 | 3,475,443 |
Accrued expenses | 1,519,521 | 1,414,526 |
Lease Liability | 231,000 | 249,000 |
Current portion, notes payable | 2,809,265 | 2,793,169 |
Current portion, notes payable - related party | 459,744 | 425,398 |
Current portion, leases payable | 38,491 | 42,344 |
Total Current Liabilities | 8,850,951 | 8,399,880 |
Long-Term Liabilities: | ||
Notes payable | 14,143,431 | 13,552,008 |
Notes payable - related party | 42,000 | 42,000 |
Lease Liability | 363,250 | 363,250 |
Total Long-Term Liabilities | 14,548,681 | 13,957,258 |
Total Liabilities | 23,399,631 | 22,357,138 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, $0.4988 par value, 900,000,000 shares authorized, and 38,217,202 issued and outstanding at March 31, 2022, which reflects the 1-for-500 reverse stock split that occurred on Apr 13, 2020 | 19,062,754 | 15,771,642 |
Additional paid in capital | (12,312,527) | (9,277,681) |
Accumulated deficit | (22,315,954) | (21,235,728) |
Total Stockholders’ Equity (Deficit) | (15,561,716) | (14,737,757) |
Total Liabilities and Stockholders’ Equity (Deficit) | 7,837,915 | 7,619,380 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock value | 4,000 | 4,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock value | $ 10 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.4988 | |
Common stock, shares authorized | 900,000,000 | |
Common stock, shares issued | 38,217,202 | |
Common stock, share outstanding | 38,217,202 | |
Stockholders' Equity, Reverse Stock Split | 1-for-500 reverse stock split | 1-for-500 reverse stock split |
Series E Preferred Stock [Member] | ||
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Sales, net of discounts | $ 10,385,145 | $ 7,260,826 |
Cost of Goods Sold | 8,700,684 | 6,377,759 |
Gross Profit | 1,684,461 | 883,067 |
Operating Expenses | ||
Selling, general and administrative | 1,506,999 | 1,104,861 |
Marketing and Advertising | 28,838 | 92,779 |
Amortization and Depreciation expense | 124,682 | 193,094 |
Professional fees | 75,184 | 133,749 |
Officer Compensation | 75,000 | 75,000 |
Operating Expenses/(Loss) | 1,810,702 | 1,599,483 |
Income/ (Loss) from Operations | (126,242) | (716,417) |
Other Non-Operating Income and Expenses | ||
Interest expense | (978,626) | (453,896) |
Net Income/(Loss) before Income Taxes | (1,104,867) | (1,170,313) |
Net Ordinary Income/(Loss) | (1,104,867) | (1,170,313) |
Other Income / Expense | ||
Other Income - Other | 24,642 | 7,807 |
Net Income/(Loss) | $ (1,080,226) | $ (1,162,506) |
Basic and Diluted Loss per Share - Common Stock | $ (0.02827) | $ 0.06503 |
Weighted Average Number of Shares Outstanding: | ||
Basic and Diluted Class A Common Stock | 38,217,202 | 17,875,488 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,080,226) | $ (1,162,506) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation & Amortization Expense | 124,682 | 193,094 |
Changes in operating assets and liabilities | ||
Accounts receivable | 116,119 | (205,565) |
Inventory | (282,303) | (68,189) |
Other Current Assets | (150) | 4,523 |
Accounts payable | 345,874 | 157,858 |
Accrued expenses | 69,055 | 72,891 |
Other Current liabilities | 3,701 | 972 |
Capitalized interest or penalty fees | 509,245 | 443,687 |
Net Cash Provided by / (Used in) Operating Activities | (194,003) | (563,236) |
INVESTING ACTIVITIES | ||
Net Cash Provided by / (Used In) Investing Activities | ||
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 170,759 | 682,059 |
Repayment of notes payable | (132,931) | (456,795) |
Repayment of notes payable - Related | (20,519) | |
Proceeds from long-term loans | 325,000 | 538,700 |
Repayment of long-term loans | (82,500) | (26,442) |
Repayment of debt by Shares | (147,710) | (168,500) |
Shares Issued for Debt | 147,710 | 178,610 |
Shares Issued for Services | 108,557 | 105,000 |
Prior period adjustment to retained earnings | 156,080 | |
Net Cash Provided by / (Used in) Financing Activities | 388,885 | 988,193 |
NET INCREASE (DECREASE) IN CASH | 194,882 | 424,957 |
CASH AT BEGINNING OF PERIOD | 16,435 | 58,233 |
CASH AT END OF PERIOD | 211,317 | 483,190 |
CASH PAID FOR: | ||
Interest fees | 50,500 | 210,804 |
NON CASH FINANCING ACTIVITIES: | ||
Issuance of shares for debt conversion | $ 147,710 | $ 168,500 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS 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.” Unless the context requires otherwise or unless otherwise stated, references to “our Company,” “Pacific Ventures,” “PACV,” “we,” “us,” “our” and similar references refer to Pacific Ventures Group, Inc. and its consolidated subsidiaries. Our Company We strive to be one of America’s great meat processors and a leading foodservice distributor in the Southwest. Built through organic growth and acquisitions, we trace our roots back over 30 years to a few heritage companies with long legacies in food innovation and customer service. We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers. This mission is supported by our strategy of Best Foods at Best Prices We supply approximately 400 customer locations in the Southwest. These customer locations include independently owned single and multi-unit restaurants, regional restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities. We provide more than 3,000 fresh, frozen, and dry food stock-keeping units, or SKUs, as well as non-food items, sourced from multiple suppliers. Our sales associates manage customer relationships at local and regional levels. Our distribution facilities and fleet of approximately 15 trucks allow us to operate efficiently and provide high levels of customer service. Our Industry America’s food distribution industry has a large number of companies competing in the space, including local, regional, and national foodservice distributors. Foodservice distributors typically fall into three categories, representing differences in customer focus, product offering, and supply chain: ● Broadline distributors which offer a “broad line” of products and services; ● System distributors which carry products specified for large chains; and ● Specialized distributors which primarily focus on specific product categories (e.g., meat or produce) or customer types. Our Business Strategy Our Best Foods at Best Prices The Best Foods Best Prices Acquisitions have also historically played an important role in supporting the execution of our growth strategy. Products and Brands We have a broad assortment of products and brands designed to meet customers’ needs. In many categories, we offer products under a spectrum of private brands based on price and quality covering a range of values and qualities. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
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, 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 March 31, 2022, the Company has $ 0.0 0.0 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 Meat Company. 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 March 31, 2022, the Company has $ 0 Cash Equivalents The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of March 31, 2022, the Company has a cash balance of $ 211,317 16,435 Accounts Receivable As of March 31, 2022, Accounts Receivable are stated at net realizable value of $ 1,286,214 0 0 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 beef, pork, chicken, seafood, all other restaurant related goods, and includes ice cream, popsicles and the related packaging materials. As of March 31, 2022, the Company had total inventory assets of $ 1,675,518 1,284,751 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 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 three fifteen years three years Identifiable Intangible Assets As of March 31, 2022, 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) $ 266,000 Wholesale Customer Relationships (Seaport Meat) $ 2,334,239 Total Identifiable Intangible Assets $ 3,242,239 Goodwill Assembled Workforce $ 21,000 Unidentified Intangible Value $ 470,000 Total Goodwill $ 491,000 Total Intangible Assets and Goodwill $ 3,733,239 Total Accumulated Amortization $ 536,852 Total Intangible Assets & Goodwill (net) $ 3,196,387 Management does not believe that there is an impairment as of March 31, 2022. 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 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 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 $ 1,080,226 22,315,954 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 unaudited 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 unaudited consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES As of March 31, 2022, the Company had inventory assets for a total of $ 1,675,518 1,393,215 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment on March 31, 2022, and December 31, 2021, consisted of: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, 2022 December 31, 2021 Computers 11,788 $ 11,788 Office Furniture 23,908 23,908 Building & Improvement 29,673 29,673 Forklift 1 4,533 4,533 Forklift 2 2,871 2,871 Truck 2019 Hino 155 3710 24,865 24,865 Truck 2019 Hino 155 7445 34,213 34,213 Truck 2018 Hino 155 5647 30,181 30,181 Machinery & Equipment 1,109,811 1,109,811 Leasehold Improvements 66,932 66,932 Office Equipment 62,400 62,400 Vehicles 409,108 409,108 Accumulated Depreciation (1,003,699 ) (932,054 ) Property, plant and equipment, net $ 806,583 $ 878,229 Depreciation and Amortization expenses for the three (3) months ended March 31, 2022, was $ 124,682 193,094 |
ACCRUED EXPENSE
ACCRUED EXPENSE | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSE | 6. ACCRUED EXPENSE As of March 31, 2022, the Company had accrued expenses of $ 1,519,521 1,414,526 |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2022 | |
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 based on 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES Noteholder Note Amount Issuance Date Unpaid Amount S. Masjedi $ 150,000 $ 0 A. Masjedi 500,000 6/1/2013 459,744 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 $ 546,000 $ 501,744 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 3% December 31, 2022 0 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 5% December 31, 2022 10,000 On February 23, 2012, Snöbar Holdings entered into a promissory note with Mr. Shenkman for $ 10,000 8% December 31, 2022 10,000 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 5% December 31, 2022 2% 6,000 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 $ 500,000 459,744 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 10,000 2% December 31, 2022 16,000 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES 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 2/15/15 126,831 TRA Capital 106,112 3 loans 125,247 BNA Inv 223,449 6 loans 30,753 Brian Berg 30,000 2/1/12 25,000 Classic Bev 73,473 5/1/17 298,976 PowerUp 257,000 2 loans 113,500 TysAdco Partners 1,405,000 4 loans 1,526,000 LGH Investments 850,000 2 loans 748,000 Jefferson Capital 330,000 12/1/22 330,000 SBA Loan 309,900 4/1/20 159,900 Dicer 64,678 7/20/20 129,420 Seaport loan 437,500 9/30/21 312,500 TCA Global fund 2,150,000 5/1/18 3,534,395 TCA Global fund 2 3,000,000 12/17/19 7,596,395 $ 9,492,933 $ 15,168,737 SCHEDULE OF PURCHASE RECEIVABLES Amount Issuance Date Balance Cap Call 1,000,000 3 loans - 2020 1,288,884 Fox Capital 607,500 12/1/20 495,075 $ 1,607,500 $ 1,783,959 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 8% December 31, 2025 25,000 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 5% March 14, 2025 February 1, 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 5% December 31, 2025 2% 15,000 The following description represents unrelated note payable transactions post-merger between Snöbar and the Company: Effective September 25, 2020, the Company entered into a settlement agreement with BNA/TRA in the amount of $ 400,000 30,000 30,000 st 11,500 In March 2021, the Company entered into a financing arrangement with Power Up Lending pursuant to which the Company borrowed a total principal of $ 257,000 113,500 Over the past year Classic Beverage has periodically issued loans to the Company. The Company has agreed to pay interest 10% 298,976 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% 3,534,395 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% 7,596,395 On July 20, 2020, Seaport Group Enterprises LLC entered a note in the amount of $ 150,000.00 2,500.00 On December 8, 2019, The Company entered into a settlement agreement on the Seller Carryback note with PNC Inc. in the amount of $ 700,000 The payment schedule calls for $ 200,000 payment that was made in July and $ 61,500 every quarter for a period of two years. As of March 31, 2022, the note is current . In September 2020, Seaport Group Enterprises LLC entered into a revenue-based factoring agreement with Cap Call and received an aggregate of $ 1,000,000 1,300,000.00 In September 2020, Seaport Group Enterprises LLC entered into a revenue-based factoring agreement with Fox Business and received an aggregate of $ 607,500.00 789,750.00 In the first and second quarter 2021, The Company entered into a note agreement with Tysadco Partners with a total amount of $ 1,405,000 325,000 1,526,000 In the second quarter of 2021, The Company entered into note agreements with LGH Financial in the total amount of $ 880,000 As of March 31, 2022, the Company had short-term notes payable of $ 1,485,051 14,185,431 1,783,959 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 10. STOCKHOLDERS’ EQUITY Common Stock and Preferred Stock The Company is authorized to issue up to 10,000,000 0.001 4,000,000 the voting rights equal to 10 shares of common stock 4,000,000 10,000 10,000 Each share of Series F Preferred Stock is convertible into 0.1% of the issued and outstanding stock at the time of conversion. From January 1, 2022, through March 31, 2022, the Company issued 6,598,060 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 March 31, 2022, and the same period in 2021, there were 38,217,202 and 17,875,488 shares of the Company’s common stock issued and outstanding, respectively. |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 11. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES Operating Lease The Company is currently obligated under two 450 330 SDFO operations are located at 10407 Friars Rd, San Diego, CA 92110, where they occupy an aggregate of approximately 10,000 5 6,000 Seaport Group Enterprise LLC is located at 2533 Folex Way, Spring Valley CA 91978, where they occupy an aggregate of approximately 12,000 5 15,145.00 San Diego Farmers Outlet and Seaport Meat Company Operating Leases The Company on 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: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES 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: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES YEAR AMOUNT 2020 $ 177,000 2021 $ 177,000 2022 $ 177,000 2023 $ 177,000 2024 $ 162,250 Concentration Risk The Company is potentially subject to concentration risk in its sales revenue and from a major supplier of goods for sale. Major Customer The Company has one major customer that accounted for approximately 44% 4,494,708 Major Vendor The Company has one major vendor that accounted for approximately 48% 4,041,033 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. 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. In the second Quarter the Company issued a total of 126,800,000 52,050,000 937,541.00 2,000,000 35,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, 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 March 31, 2022, the Company has $ 0.0 0.0 |
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 Meat Company. |
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 March 31, 2022, the Company has $ 0 |
Cash Equivalents | Cash Equivalents The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of March 31, 2022, the Company has a cash balance of $ 211,317 16,435 |
Accounts Receivable | Accounts Receivable As of March 31, 2022, Accounts Receivable are stated at net realizable value of $ 1,286,214 0 0 |
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 beef, pork, chicken, seafood, all other restaurant related goods, and includes ice cream, popsicles and the related packaging materials. As of March 31, 2022, the Company had total inventory assets of $ 1,675,518 1,284,751 |
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 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 three fifteen years three years |
Identifiable Intangible Assets | Identifiable Intangible Assets As of March 31, 2022, 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) $ 266,000 Wholesale Customer Relationships (Seaport Meat) $ 2,334,239 Total Identifiable Intangible Assets $ 3,242,239 Goodwill Assembled Workforce $ 21,000 Unidentified Intangible Value $ 470,000 Total Goodwill $ 491,000 Total Intangible Assets and Goodwill $ 3,733,239 Total Accumulated Amortization $ 536,852 Total Intangible Assets & Goodwill (net) $ 3,196,387 Management does not believe that there is an impairment as of March 31, 2022. |
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 |
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 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) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment on March 31, 2022, and December 31, 2021, consisted of: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, 2022 December 31, 2021 Computers 11,788 $ 11,788 Office Furniture 23,908 23,908 Building & Improvement 29,673 29,673 Forklift 1 4,533 4,533 Forklift 2 2,871 2,871 Truck 2019 Hino 155 3710 24,865 24,865 Truck 2019 Hino 155 7445 34,213 34,213 Truck 2018 Hino 155 5647 30,181 30,181 Machinery & Equipment 1,109,811 1,109,811 Leasehold Improvements 66,932 66,932 Office Equipment 62,400 62,400 Vehicles 409,108 409,108 Accumulated Depreciation (1,003,699 ) (932,054 ) Property, plant and equipment, net $ 806,583 $ 878,229 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES Noteholder Note Amount Issuance Date Unpaid Amount S. Masjedi $ 150,000 $ 0 A. Masjedi 500,000 6/1/2013 459,744 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 $ 546,000 $ 501,744 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES 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 2/15/15 126,831 TRA Capital 106,112 3 loans 125,247 BNA Inv 223,449 6 loans 30,753 Brian Berg 30,000 2/1/12 25,000 Classic Bev 73,473 5/1/17 298,976 PowerUp 257,000 2 loans 113,500 TysAdco Partners 1,405,000 4 loans 1,526,000 LGH Investments 850,000 2 loans 748,000 Jefferson Capital 330,000 12/1/22 330,000 SBA Loan 309,900 4/1/20 159,900 Dicer 64,678 7/20/20 129,420 Seaport loan 437,500 9/30/21 312,500 TCA Global fund 2,150,000 5/1/18 3,534,395 TCA Global fund 2 3,000,000 12/17/19 7,596,395 $ 9,492,933 $ 15,168,737 |
SCHEDULE OF PURCHASE RECEIVABLES | SCHEDULE OF PURCHASE RECEIVABLES Amount Issuance Date Balance Cap Call 1,000,000 3 loans - 2020 1,288,884 Fox Capital 607,500 12/1/20 495,075 $ 1,607,500 $ 1,783,959 |
COMMITMENTS, CONTINGENCIES AN_2
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
San Diego Farmers Outlet, Inc. [Member] | |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | Future minimum lease payments, as set forth in the lease, are below: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES YEAR AMOUNT 2020 $ 72,000 2021 $ 72,000 2022 $ 72,000 2023 $ 24,000 |
Seaport Meat Company's [Member] | |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | Future minimum lease payments, as set forth in the lease, are below: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES YEAR AMOUNT 2020 $ 177,000 2021 $ 177,000 2022 $ 177,000 2023 $ 177,000 2024 $ 162,250 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Deferred revenue | $ 0 | $ 0 | |
Disputed liabilities | 0 | ||
Cash and cash equivalents | 211,317 | 16,435 | |
Accounts receivable | 1,286,214 | 1,402,334 | |
Bad debts | 0 | $ 0 | |
Inventories | 1,675,518 | $ 1,393,215 | $ 1,284,751 |
Total identifiable intangible assets | 3,242,239 | ||
Total goodwill | 491,000 | ||
Finite-Lived Intangible Assets, Gross | 3,733,239 | ||
Total accumulated amortization | 536,852 | ||
Total Intangible Assets and Goodwill | 3,196,387 | ||
Federal deposit insurance corporation (FDIC), amount | 250,000 | ||
Trade Name [Member] | San Diego Farmers Outlet, Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total identifiable intangible assets | 193,000 | ||
Trade Name [Member] | Seaport Meat Company's [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total identifiable intangible assets | 449,000 | ||
Wholesale Customer Relationships [Member] | San Diego Farmers Outlet, Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total identifiable intangible assets | 266,000 | ||
Wholesale Customer Relationships [Member] | Seaport Meat Company's [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total identifiable intangible assets | 2,334,239 | ||
Assembled Workforce [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total goodwill | 21,000 | ||
Unidentified Intangible Value [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total goodwill | $ 470,000 | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Office Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Office Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,080,226 | $ 1,162,506 | |
Accumulated deficit | $ 22,315,954 | $ 21,235,728 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Inventory assets | $ 1,675,518 | $ 1,393,215 | $ 1,284,751 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computers | $ 11,788 | $ 11,788 |
Office Furniture | 23,908 | 23,908 |
Building & Improvement | 29,673 | 29,673 |
Forklift 1 | 4,533 | 4,533 |
Forklift 2 | 2,871 | 2,871 |
Truck 2019 Hino 155 3710 | 24,865 | 24,865 |
Truck 2019 Hino 155 7445 | 34,213 | 34,213 |
Truck 2018 Hino 155 5647 | 30,181 | 30,181 |
Machinery & Equipment | 1,109,811 | 1,109,811 |
Leasehold Improvements | 66,932 | 66,932 |
Office Equipment | 62,400 | 62,400 |
Vehicles | 409,108 | 409,108 |
Accumulated Depreciation | (1,003,699) | (932,054) |
Property, plant and equipment, net | $ 806,583 | $ 878,229 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 124,682 | $ 193,094 |
ACCRUED EXPENSE (Details Narrat
ACCRUED EXPENSE (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 1,519,521 | $ 1,414,526 |
SCHEDULE OF PROMISSORY NOTES IS
SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Related Party Transaction [Line Items] | |
Unpaid amount | $ 9,492,933 |
Related Parties [Member] | |
Related Party Transaction [Line Items] | |
Note amount | 546,000 |
Unpaid amount | 501,744 |
S Masjedi [Member] | Promissory Note [Member] | |
Related Party Transaction [Line Items] | |
Note amount | 150,000 |
Unpaid amount | 0 |
A Masjedi [Member] | Promissory Note [Member] | |
Related Party Transaction [Line Items] | |
Note amount | 500,000 |
Unpaid amount | $ 459,744 |
Issuance date | Jun. 1, 2013 |
M Shenkman [Member] | Promissory Note One [Member] | |
Related Party Transaction [Line Items] | |
Note amount | $ 10,000 |
Unpaid amount | $ 10,000 |
Issuance date | Feb. 21, 2012 |
M Shenkman [Member] | Promissory Note Two [Member] | |
Related Party Transaction [Line Items] | |
Note amount | $ 10,000 |
Unpaid amount | $ 10,000 |
Issuance date | Feb. 23, 2012 |
M Shenkman [Member] | Promissory Note Three [Member] | |
Related Party Transaction [Line Items] | |
Note amount | $ 10,000 |
Unpaid amount | $ 6,000 |
Issuance date | Mar. 14, 2013 |
M Shenkman [Member] | Promissory Note Four [Member] | |
Related Party Transaction [Line Items] | |
Note amount | $ 16,000 |
Unpaid amount | $ 16,000 |
Issuance date | Sep. 9, 2014 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Snobar Holding, Inc. [Member] - USD ($) | Sep. 09, 2014 | Mar. 14, 2013 | Feb. 23, 2012 | Feb. 21, 2012 | Jan. 31, 2011 | Mar. 31, 2022 | Jun. 01, 2013 |
Mrs. Masjedi [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 150,000 | $ 0 | |||||
Note, interest rate | 3.00% | ||||||
Debt maturity date | Dec. 31, 2022 | ||||||
Mr.Shenkman [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 10,000 | 10,000 | |||||
Note, interest rate | 5.00% | ||||||
Debt maturity date | Dec. 31, 2022 | ||||||
Mr.Shenkman [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 10,000 | 10,000 | |||||
Note, interest rate | 8.00% | ||||||
Debt maturity date | Dec. 31, 2022 | ||||||
Mr.Shenkman [Member] | Unsecured Promissory Note One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 10,000 | 6,000 | |||||
Note, interest rate | 5.00% | ||||||
Debt maturity date | Dec. 31, 2022 | ||||||
Note, interest rate decrease | 2.00% | ||||||
Mr.Shenkman [Member] | Second Unsecured Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 6,000 | 16,000 | |||||
Note, interest rate | 2.00% | ||||||
Debt maturity date | Dec. 31, 2022 | ||||||
Mr.Shenkman [Member] | Third Unsecured Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 10,000 | ||||||
Azizolla Masjedi [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument principal balance | $ 459,744 | $ 500,000 |
SCHEDULE OF PROMISSORY NOTES _2
SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-Term Debt [Line Items] | |
Note amount | $ 9,492,933 |
Balance | 15,168,737 |
Promissory Note [Member] | A. Rodriguez [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 86,821 |
Issuance Date | Mar. 14, 2013 |
Balance | $ 86,821 |
Promissory Note [Member] | Henry Mahgerefteh [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 144,000 |
Issuance Date | Feb. 15, 2015 |
Balance | $ 126,831 |
Promissory Note [Member] | TRA Capital [Member] | |
Short-Term Debt [Line Items] | |
Note amount | 106,112 |
Balance | $ 125,247 |
Issuance Date | 3 loans |
Promissory Note [Member] | BNA Inv [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 223,449 |
Balance | $ 30,753 |
Issuance Date | 6 loans |
Promissory Note [Member] | Brian Berg [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 30,000 |
Issuance Date | Feb. 1, 2012 |
Balance | $ 25,000 |
Promissory Note [Member] | Classic Bev [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 73,473 |
Issuance Date | May 1, 2017 |
Balance | $ 298,976 |
Promissory Note [Member] | Power Up [Member] | |
Short-Term Debt [Line Items] | |
Note amount | 257,000 |
Balance | $ 113,500 |
Issuance Date | 2 loans |
Promissory Note [Member] | TysAdco Partners [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 1,405,000 |
Balance | $ 1,526,000 |
Issuance Date | 4 loans |
Promissory Note [Member] | LGH Investments [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 850,000 |
Balance | $ 748,000 |
Issuance Date | 2 loans |
Promissory Note [Member] | Jefferson Capital [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 330,000 |
Issuance Date | Dec. 1, 2022 |
Balance | $ 330,000 |
Promissory Note [Member] | Small Business Administration Loan [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 309,900 |
Issuance Date | Apr. 1, 2020 |
Balance | $ 159,900 |
Promissory Note [Member] | Dicer [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 64,678 |
Issuance Date | Jul. 20, 2020 |
Balance | $ 129,420 |
Promissory Note [Member] | Seaport Loan [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 437,500 |
Issuance Date | Sep. 30, 2021 |
Balance | $ 312,500 |
Promissory Note [Member] | TCA Global Master Fund [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 2,150,000 |
Issuance Date | May 1, 2018 |
Balance | $ 3,534,395 |
Promissory Note [Member] | TCA Global Fund Two [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 3,000,000 |
Issuance Date | Dec. 17, 2019 |
Balance | $ 7,596,395 |
Promissory Note Two [Member] | A. Rodriguez [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 15,000 |
Issuance Date | Jul. 22, 2013 |
Balance | $ 15,000 |
Promissory Note Three [Member] | A. Rodriguez [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 10,000 |
Issuance Date | Feb. 21, 2014 |
Balance | $ 10,000 |
SCHEDULE OF PURCHASE RECEIVABLE
SCHEDULE OF PURCHASE RECEIVABLES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Factoring amount | $ 1,607,500 |
Outstanding balance | 1,783,959 |
CapCall [Member] | |
Factoring amount | $ 1,000,000 |
Number of loans and issuance date, description | 3 loans - 2020 |
Outstanding balance | $ 1,288,884 |
Fox Capital [Member] | |
Factoring amount | 607,500 |
Outstanding balance | $ 495,075 |
Issuance Date | Dec. 1, 2020 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 01, 2020 | Oct. 01, 2020 | Jul. 20, 2020 | Jul. 22, 2013 | Mar. 14, 2013 | Feb. 28, 2012 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 25, 2020 | Jun. 30, 2020 | Dec. 17, 2019 | Dec. 08, 2019 | Jul. 31, 2019 | May 01, 2018 |
Short-Term Debt [Line Items] | ||||||||||||||||
Notes payable | $ 9,492,933 | |||||||||||||||
Proceeds from notes payable | 170,759 | $ 682,059 | ||||||||||||||
Short-term notes payable | 1,485,051 | |||||||||||||||
Long-term notes payable | 14,185,431 | |||||||||||||||
Purchase receivables | 1,783,959 | |||||||||||||||
Seaport Group Enterprises LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 150,000 | |||||||||||||||
Debt instrument, periodic payment, principal | $ 2,500 | |||||||||||||||
Classic Beverage [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 298,976 | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Notes payable | $ 30,000 | $ 30,000 | ||||||||||||||
Debt periodic payment on interest | $ 11,500 | $ 11,500 | ||||||||||||||
Settlement Agreement [Member] | PNC Inc [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 700,000 | |||||||||||||||
Notes payable | $ 61,500 | $ 200,000 | ||||||||||||||
Financing Arrangement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | 257,000 | |||||||||||||||
Notes payable | $ 113,500 | |||||||||||||||
Revenue based Factoring Agreement with Cap Call [Member] | Seaport Group Enterpirses LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 1,000,000 | |||||||||||||||
Long-Term Debt, Gross | 1,300,000 | |||||||||||||||
Revenue based Factoring Agreement with Fox [Member] | Seaport group enterpirses LLC two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | 607,500 | |||||||||||||||
Long-Term Debt, Gross | $ 789,750 | |||||||||||||||
BNA and TRA [Member] | Settlement Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Notes payable | $ 400,000 | |||||||||||||||
TCA Global Master Fund [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 16.00% | |||||||||||||||
Secured promissory note | 3,534,395 | |||||||||||||||
TCA Special Situations Credit Strategies ICAV [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 16.00% | |||||||||||||||
Secured promissory note | 7,596,395 | |||||||||||||||
Tysadro Partners [Member] | Note Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | 1,405,000 | $ 1,405,000 | ||||||||||||||
Notes payable | 1,526,000 | |||||||||||||||
Proceeds from notes payable | $ 325,000 | |||||||||||||||
LGH Financial [Member] | Note Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 880,000 | |||||||||||||||
Unsecured Promissory Note [Member] | MGD [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 30,000 | |||||||||||||||
Interest rate | 8.00% | |||||||||||||||
Debt maturity date | Dec. 31, 2025 | |||||||||||||||
Notes payable | 25,000 | |||||||||||||||
Unsecured Promissory Note [Member] | Unrelated Third Party [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 86,821 | |||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Debt maturity date | Mar. 14, 2025 | |||||||||||||||
Unsecured Promissory Note [Member] | Unrelated Third Party [Member] | Extended Maturity [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt maturity date | Feb. 1, 2020 | |||||||||||||||
Unsecured Promissory Note One [Member] | Unrelated Third Party [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 15,000 | |||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Debt maturity date | Dec. 31, 2025 | |||||||||||||||
Notes payable | $ 15,000 | |||||||||||||||
Reduced interest rate | 2.00% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, voting rights | the voting rights equal to 10 shares of common stock | ||
Number of common stock issued | 6,598,060 | ||
Common Stock, Par or Stated Value Per Share | $ 0.4988 | ||
Common Stock, Shares, Outstanding | 38,217,202 | 17,875,488 | |
Series E Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares designated | 4,000,000 | ||
Preferred stock, shares issued | 4,000,000 | 4,000,000 | |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 | |
Series F Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares designated | 10,000 | ||
Preferred stock, shares issued | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | |
Preferred stock, conversion basis | Each share of Series F Preferred Stock is convertible into 0.1% of the issued and outstanding stock at the time of conversion. | ||
Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock authorized to issue shares | 10,000,000 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock authorized to issue shares | 900,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) | Mar. 31, 2022USD ($) |
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 |
COMMITMENTS, CONTINGENCIES AN_3
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022USD ($)ft²Integer | Mar. 31, 2021USD ($) | |
Number of operating leases | Integer | 2 | |
Operating lease payment | $ 450 | |
Building expenses | 330 | |
Sales revenue | 10,385,145 | $ 7,260,826 |
Cost of sales | $ 8,700,684 | $ 6,377,759 |
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 44.00% | |
Sales revenue | $ 4,494,708 | |
One Vendor [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 48.00% | |
Cost of sales | $ 4,041,033 | |
San Diego Farmers Outlet, Inc. [Member] | ||
Operating lease payment | $ 6,000 | |
Area Of Land | ft² | 10,000 | |
Operating lease, term of contract | 5 years | |
Lease Expiration Date | Apr. 30, 2023 | |
Seaport Meat Company's [Member] | ||
Area Of Land | ft² | 12,000 | |
Operating lease, term of contract | 5 years | |
Operating lease, liability, payments monthly | $ 15,145 | |
Lease Expiration Date | Nov. 30, 2024 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 3 Months Ended |
Jun. 30, 2022USD ($)shares | |
Subsequent Event [Line Items] | |
Number of restricted common stock issued, shares | 126,800,000 |
Notes payable [Member] | |
Subsequent Event [Line Items] | |
Number of restricted common stock issued, shares | 52,050,000 |
Number of restricted common stock issued | $ | $ 937,541 |
Accounts Payable [Member] | |
Subsequent Event [Line Items] | |
Number of restricted common stock issued, shares | 2,000,000 |
Number of restricted common stock issued | $ | $ 35,000 |