Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 25, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 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 | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,875,160 | ||
Entity Common Stock, Shares Outstanding | 716,784,701 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 6235 | ||
Auditor Name | Albert Garcia, CPA | ||
Auditor Location | Newhall, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 259,937 | $ 16,435 |
Accounts receivable | 1,129,670 | 1,402,334 |
Inventory Asset | 898,995 | 1,393,215 |
Other Current Asset | 34,379 | 34,379 |
Right to Use Asset | 267,000 | 249,000 |
Deposits | 16,845 | 16,845 |
Total Current Assets | 2,606,826 | 3,112,207 |
Fixed Assets | ||
Fixed assets, net | 591,638 | 878,229 |
Total Fixed Assets | 591,638 | 878,229 |
Other Assets | ||
Intangible Assets | 2,864,508 | 3,249,423 |
Right to Use Asset | 125,002 | 374,002 |
Rent & Utilities Deposit | 5,520 | 5,520 |
Total Other Assets | 2,995,030 | 3,628,945 |
TOTAL ASSETS | 6,193,494 | 7,619,380 |
Current Liabilities: | ||
Accounts payable | 3,779,490 | 3,475,443 |
Accrued expenses | 1,639,049 | 1,414,526 |
Lease Liability | 267,000 | 249,000 |
Current portion, notes payable | 5,339,639 | 2,793,169 |
Current portion, notes payable - related party | 425,398 | |
Current portion, leases payable | 23,611 | 42,344 |
Total Current Liabilities | 11,048,789 | 8,399,880 |
Long-Term Liabilities: | ||
Notes payable | 14,879,353 | 13,552,008 |
Notes payable - related party | 42,000 | |
Lease Liability | 114,250 | 363,250 |
Total Long-Term Liabilities | 14,993,603 | 13,957,258 |
Total Liabilities | 26,042,392 | 22,357,138 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, $0.001 par value, 900,000,000 shares authorized, and 468,618,642 issued and outstanding at December 31, 2022, which reflects the 1-for-500 reverse stock split that occurred on Apr 13, 2020 | 1,037,509 | 15,771,642 |
Additional paid in capital | 8,080,996 | (9,277,681) |
Accumulated deficit | (28,971,411) | (21,235,728) |
Total Stockholders’ Equity (Deficit) | (19,848,897) | (14,737,757) |
Total Liabilities and Stockholders’ Equity (Deficit) | 6,193,494 | 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 | Apr. 13, 2020 | Dec. 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 | $ 0.001 | ||
Common stock, shares authorized | 900,000,000 | ||
Common stock, shares issued | 468,618,642 | 31,619,142 | |
Common stock, share outstanding | 468,618,642 | 31,619,142 | |
Stockholders' equity, reverse stock split | 1-for-500 | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Sales, net of discounts | $ 39,907,057 | $ 41,991,172 |
Cost of Goods Sold | 34,655,506 | 37,139,454 |
Gross Profit | 5,251,551 | 4,851,718 |
Operating Expenses | ||
Selling, general and administrative | 6,521,266 | 5,933,273 |
Marketing and Advertising | 86,094 | 286,752 |
Amortization and Depreciation expense | 671,505 | 602,987 |
Professional fees | 896,567 | 1,144,959 |
Officer Compensation | 317,500 | 300,000 |
Operating Expenses/(Loss) | 8,492,933 | 8,267,970 |
Income/ (Loss) from Operations | (3,241,382) | (3,416,252) |
Other Non-Operating Income and Expenses | ||
Interest expense | (4,487,739) | (3,452,693) |
Net Income/(Loss) before Income Taxes | (7,729,121) | (6,868,945) |
Net Ordinary Income/(Loss) | (7,729,121) | (6,868,945) |
Other Income / Expense | ||
Other Income - Other | (6,563) | 1,311,266 |
Net Income/(Loss) | $ (7,735,683) | $ (5,557,679) |
Basic and Diluted Loss per Share - Common Stock | $ (0.01651) | $ (0.17577) |
Weighted Average Number of Shares Outstanding: | ||
Basic and Diluted Class A Common Stock | 468,618,642 | 31,619,142 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Common Class A [Member] Common Stock [Member] | Series E Preferred Stock [Member] Preferred Stock [Member] | Series F Preferred Stock [Member] Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2020 | ||||||
Shares Sold for Cash | $ 1,100,922 | (678,422) | 422,500 | |||
Shares Sold for Cash, shares | 2,207,142 | |||||
Note conversion | $ 1,017,579 | (730,469) | 287,110 | |||
Note conversion, shares | 2,040,054 | |||||
Shares Issued for Services | $ 249,697 | (12,197) | 237,500 | |||
Shares issued for services, shares | 500,595 | |||||
Cancelled shares | ||||||
Shares Issued in exchange of preferred E shares | $ 4,988,000 | $ (1,000) | (4,987,000) | |||
Shares issued in exchange of preferred E shares, shares | 10,000,000 | (1,000,000) | ||||
Prior Period Adjustment | 385,731 | 385,731 | ||||
Net loss | (5,557,679) | (5,557,679) | ||||
Balance, value at Dec. 31, 2021 | $ 15,771,642 | $ 4,000 | $ 10 | (9,277,682) | (21,235,728) | (14,737,757) |
Balance, shares at Dec. 31, 2021 | 31,619,142 | 4,000,000 | 10,000 | |||
Shares Sold for Cash | ||||||
Shares Sold for Cash, shares | 155,158,293 | |||||
Note conversion | $ 281,841 | 1,813,366 | $ 2,095,207 | |||
Note conversion, shares | 281,841,207 | |||||
Shares Issued for Services | $ 155,158 | 374,178 | 529,336 | |||
Shares issued for services, shares | 155,158,293 | |||||
Cancelled shares | ||||||
Shares Issued in exchange of preferred E shares | ||||||
Prior Period Adjustment | $ (5,215,133) | $ (9,956,000) | 15,171,133 | |||
Net loss | (7,735,683) | (7,735,683) | ||||
Balance, value at Dec. 31, 2022 | $ 10,993,509 | $ (9,952,000) | $ 10 | $ 8,080,995 | $ (28,971,411) | $ (19,848,897) |
Balance, shares at Dec. 31, 2022 | 468,618,642 | 4,000,000 | 10,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (7,735,683) | $ (5,557,679) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | ||
Depreciation & Amortization Expense | 498,739 | 567,042 |
Changes in operating assets and liabilities | ||
Accounts receivable | 272,663 | (191,600) |
Inventory | 494,220 | (175,754) |
Other Current Assets | ||
Other Assets | 6,000 | |
Accounts payable | 372,914 | 620,620 |
Accrued expenses | 148,193 | 509,815 |
Other Current liabilities | (6,764) | 5,451 |
Capitalized interest or penalty fees | 1,948,059 | 1,881,345 |
Net Cash Provided by / (Used in) Operating Activities | (4,007,659) | (2,334,760) |
INVESTING ACTIVITIES | ||
Receivable - Related | ||
Purchase of equipment, building & improvements & fixed assets | (55,498) | |
Goodwill and Intangible Assets | 172,766 | |
Net Cash Provided by / (Used In) Investing Activities | 172,766 | (55,498) |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 4,008,588 | 3,216,460 |
Proceeds from notes payable - Related | ||
Repayment of notes payable | (794,863) | (1,076,952) |
Repayment of notes payable - Related | (150,083) | |
Proceeds from long-term loans | 465,100 | 79,193 |
Repayment of long-term loans | (270,000) | (776,000) |
Repayment of debt by Shares | (1,954,973) | (277,000) |
Shares Issued for Debt | 2,095,207 | 287,110 |
Shares Issued for Services | 529,336 | 237,500 |
Shares Issued For Cash | 422,500 | |
Preferred Stocks Issued | (1,000) | |
Common Stock Issued In Exchange of Preferred shares | 1,000 | |
Prior period adjustment to retained earnings | 385,731 | |
Net Cash Provided by / (Used in) Financing Activities | 4,078,396 | 2,348,459 |
NET INCREASE (DECREASE) IN CASH | 243,503 | (41,799) |
CASH AT BEGINNING OF PERIOD | 16,435 | 58,233 |
CASH AT END OF PERIOD | 259,938 | 16,435 |
CASH PAID FOR: | ||
Interest fees | 179,501 | 437,505 |
NON CASH FINANCING ACTIVITIES: | ||
Issuance of shares for debt conversion | $ 2,095,207 | $ 315,052 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
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% 22,500,000 2,500,000 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. Shannon Masjedi, the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer, and majority stockholder. The Trust owns 100% 99.9% 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, 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, 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, 2022, and December 31, 2021, the Company had $ 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 two 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, 2022, the Company has $ 40,905 Cash Equivalents The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of December 31, 2022, the Company had a cash balance of $ 259,937 16,435 Accounts Receivable Accounts receivable are stated at net realizable value of $ 1,129,670 588 3,011 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, chicken, pork, seafood, and other food service related products. As of December 31, 2022, the Company had total inventory assets of $ 898,995 1,393,215 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 three fifteen years three years Identifiable Intangible Assets As of December 31, 2022, the Company’s Identifiable Intangible Assets are as follows: Intangible Assets Identifiable Intangible Assets SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Trade Name (San Diego Farmers Outlet) $ 141,000 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 $ 3,190,239 Goodwill SCHEDULE OF GOODWILL Total Goodwill $ 370,234 Total Accumulated Amortization is $ 695,965 Total Intangible Assets and Goodwill $ 2,864,508 There is an impairment of $ 172,766 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 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, 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 $ 7,735,683 28,971,411 as of December 31, 2022. 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, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES As of December 31, 2022, the Company had inventory assets for a total of $ 898,995 1,393,215 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2022 and December 31, 2021, consisted of: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 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 3710 24,865 24,865 Truck 2019 Hino 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 (1,218,644 ) (932,054 ) Property, plant and equipment, net $ 591,638 $ 878,229 Depreciation and Amortization expense for the year ended December 31, 2022 was $ 671,505 602,987 |
ACCRUED EXPENSE
ACCRUED EXPENSE | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSE | 6. ACCRUED EXPENSE As of December 31, 2022, the Company had accrued expenses of $ 1,639,049 1,414,526 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 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 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, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS The following table represents a summary of promissory notes that the balance in full was converted to Restricted Common Stock SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES Note Balance Note Balance Restricted Common Noteholder as of 3/31/2022 as of 12/31/22 Shares Issued S. Masjedi $ - - - A. Masjedi 459,744 0 26,500 M. Shenkman 42,000 0 20,000 $ 501,744 $ 0.00 46,500 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 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 December 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES Note Amount Issuance Date Balance Henry Mahgerefteh $ 144,000 2/15/15 114,927 BNA & TRA Capital 106,112 3 loans 52,499 1800 Diagonal Lending 88,750 7/12/17 88,750 ClearThink Capital Partners. 1,405,000 4 loans 1,266,000 LGH Investments 850,000 2 loans 503,600 Jefferson Capital 330,000 12/1/22 213,000 SBA Loan 309,900 4/1/20 300,000 Dicer 64,678 7/20/20 91,563 Seaport loan 437,500 9/30/21 125,000 TCA Global fund 2,150,000 5/1/18 3,998,848 TCA Global fund 2 3,000,000 12/17/19 8,594,342 $ 8,797,190 $ 15,348,528 The following description represents unrelated note payable transactions post-merger between Snöbar and the Company: In May 17, 2022, the Company entered into a financing arrangement with 1800 Diagonal Lending pursuant to which the Company borrowed a loan for a total principal of $ 88,750 88,750 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 16.50 3,998,848 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 16.50 8,594,342 On July 20, 2020, Seaport Group Enterprises LLC entered into a note in the amount of $ 64,678.00 1500.00 In August, 2021, The Company entered into a settlement agreement on the Seller Carryback note with PNC Inc in the amount of $ 700,000 The payment is $62,500 every quarter for a period of two years 125,000 In the second quarter 2021 and in February 2022, The Company entered into three notes with Tysadco Partners now ClearThink Capital Partners in the total amount of $ 1,730,000 1,266,000 In May of 2021, The Company entered into two notes with LGH Financial in the total amount of $ 850,000 503,600 In December 2022, the company entered into a convertible promissory note with Jefferson Street Capital in the amount of $ 330,000 213,000 As of December 31, 2022, the Company had short-term notes payable of $ 469,176 14,879,353 4,870,463 |
PURCHASE RECEIVABLES
PURCHASE RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Purchase Receivables | |
PURCHASE RECEIVABLES | 10. PURCHASE RECEIVABLES In October, November, and December of 2021, Seaport Group Enterprises LLC and CapCall entered into a revenue based factoring agreement and received an aggregate of $ 1,000,000 1,300,000 21,500 13,000 8,995 1,837,253 In November 2021, Seaport Group Enterprises LLC and Fox Capital entered into a revenue based factoring agreement and received an aggregate of $ 475,000 607,500 4,050 0 In October of In June of 2022, Seaport Group Enterprises LLC entered into a revenue-based factoring agreement with Lendspark Capital and received an aggregate of $ 2,637,600.00 3,250,000.00 The following table presents a summary of the Company’s purchase receivables with unrelated third parties as of December 31, 2022: SCHEDULE OF PURCHASE RECEIVABLES Vendor Amount Issuance Date Balance Cap Call $ 1,000,000 3 loans 2020 $ 1,837,253 Fox Capital 607,500 12/1/20 0 Lends Park Corp 3,119,163 3,033,210 $ 4,726,663 $ 4,870,463 As of December 31, 2022, the Company had a total of $ 4,870,463 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. 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 2,500,000 The 436,999,500 281,841,207 155,158,293 Common Stock and Preferred Stock The Company is authorized to issue up to 10,000,000 0.001 6,000,000 the voting rights equal to 10 shares of common stock 4,000,000 From January 1, 2022 through December 31, 2022, the Company issued 155,158,293 281,841,207 The Company is authorized to issue up to 900,000,000 0.001 31,619,142 468,618,642 |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 12. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES Operating Lease The Company is currently obligated under two 550 450 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 15,345.00 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 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 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 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 2022 $ 177,000 2023 $ 184,140 2024 $ 187,812 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 43.39 16,220,091 Major Vendor The Company has one major vendor that accounted for approximately 53.56 16,547,745 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
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, 2022, and December 31, 2021, the Company had $ 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 two 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, 2022, the Company has $ 40,905 |
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, 2022, the Company had a cash balance of $ 259,937 16,435 |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at net realizable value of $ 1,129,670 588 3,011 |
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, chicken, pork, seafood, and other food service related products. As of December 31, 2022, the Company had total inventory assets of $ 898,995 1,393,215 |
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 three fifteen years three years |
Identifiable Intangible Assets | Identifiable Intangible Assets As of December 31, 2022, the Company’s Identifiable Intangible Assets are as follows: Intangible Assets Identifiable Intangible Assets SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Trade Name (San Diego Farmers Outlet) $ 141,000 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 $ 3,190,239 Goodwill SCHEDULE OF GOODWILL Total Goodwill $ 370,234 Total Accumulated Amortization is $ 695,965 Total Intangible Assets and Goodwill $ 2,864,508 There is an impairment of $ 172,766 |
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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS | Identifiable Intangible Assets SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Trade Name (San Diego Farmers Outlet) $ 141,000 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 $ 3,190,239 |
SCHEDULE OF GOODWILL | Goodwill SCHEDULE OF GOODWILL Total Goodwill $ 370,234 Total Accumulated Amortization is $ 695,965 Total Intangible Assets and Goodwill $ 2,864,508 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment at December 31, 2022 and December 31, 2021, consisted of: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 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 3710 24,865 24,865 Truck 2019 Hino 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 (1,218,644 ) (932,054 ) Property, plant and equipment, net $ 591,638 $ 878,229 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES | The following table represents a summary of promissory notes that the balance in full was converted to Restricted Common Stock SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES Note Balance Note Balance Restricted Common Noteholder as of 3/31/2022 as of 12/31/22 Shares Issued S. Masjedi $ - - - A. Masjedi 459,744 0 26,500 M. Shenkman 42,000 0 20,000 $ 501,744 $ 0.00 46,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022: SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES Note Amount Issuance Date Balance Henry Mahgerefteh $ 144,000 2/15/15 114,927 BNA & TRA Capital 106,112 3 loans 52,499 1800 Diagonal Lending 88,750 7/12/17 88,750 ClearThink Capital Partners. 1,405,000 4 loans 1,266,000 LGH Investments 850,000 2 loans 503,600 Jefferson Capital 330,000 12/1/22 213,000 SBA Loan 309,900 4/1/20 300,000 Dicer 64,678 7/20/20 91,563 Seaport loan 437,500 9/30/21 125,000 TCA Global fund 2,150,000 5/1/18 3,998,848 TCA Global fund 2 3,000,000 12/17/19 8,594,342 $ 8,797,190 $ 15,348,528 |
PURCHASE RECEIVABLES (Tables)
PURCHASE RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Purchase Receivables | |
SCHEDULE OF PURCHASE RECEIVABLES | The following table presents a summary of the Company’s purchase receivables with unrelated third parties as of December 31, 2022: SCHEDULE OF PURCHASE RECEIVABLES Vendor Amount Issuance Date Balance Cap Call $ 1,000,000 3 loans 2020 $ 1,837,253 Fox Capital 607,500 12/1/20 0 Lends Park Corp 3,119,163 3,033,210 $ 4,726,663 $ 4,870,463 |
COMMITMENTS, CONTINGENCIES AN_2
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Tables) | 12 Months Ended |
Dec. 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 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 2022 $ 177,000 2023 $ 184,140 2024 $ 187,812 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | 12 Months Ended | |
Aug. 14, 2015 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Issuing shares of restricted common stock | 46,500 | |
Snobar Holding, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition percentage | 100% | |
Exchange for restricted shares to common stock, shares | 22,500,000 | |
Issuing shares of restricted common stock | 2,500,000 | |
International Production Impex Corporation [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition ownership percentage | 100% | |
MAS Global Distributors Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition ownership percentage | 99.90% |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Indefinite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | $ 3,190,239 |
Trade Name [Member] | San Diego Farmers Outlet, Inc. [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | 141,000 |
Trade Name [Member] | Seaport Meat Company's [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | 449,000 |
Wholesale Customer Relationships [Member] | San Diego Farmers Outlet, Inc. [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | 266,000 |
Wholesale Customer Relationships [Member] | Seaport Meat Company's [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | $ 2,334,239 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Total goodwill | $ 370,234 |
Total goodwill | 695,965 |
Total goodwill | $ 2,864,508 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Deferred revenue | $ 0 | $ 0 |
Disputed liabilities | 40,905 | |
Cash and cash equivalents | 259,937 | 16,435 |
Accounts receivable | 1,129,670 | 1,402,334 |
Bad debts | 3,011 | 588 |
Inventories | 898,995 | $ 1,393,215 |
Impairment | 172,766 | |
Federal deposit insurance corporation (FDIC), amount | $ 250,000 | |
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 7,735,683 | $ 5,557,679 |
Retained Earnings (Accumulated Deficit) | $ 28,971,411 | $ 21,235,728 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory assets | $ 898,995 | $ 1,393,215 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 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 3710 | 24,865 | 24,865 |
Truck 2019 Hino 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 | (1,218,644) | (932,054) |
Property, plant and equipment, net | $ 591,638 | $ 878,229 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 671,505 | $ 602,987 |
ACCRUED EXPENSE (Details Narrat
ACCRUED EXPENSE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 1,639,049 | $ 1,414,526 |
SCHEDULE OF PROMISSORY NOTES IS
SCHEDULE OF PROMISSORY NOTES ISSUED TO RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Note balance | $ 0 | $ 501,744 |
Restricted common shares issued | 46,500 | |
S Masjedi [Member] | Promissory Note [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Note balance | ||
Restricted common shares issued | ||
A Masjedi [Member] | Promissory Note [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Note balance | $ 0 | 459,744 |
Restricted common shares issued | 26,500 | |
M Shenkman [Member] | Promissory Note [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Note balance | $ 0 | $ 42,000 |
Restricted common shares issued | 20,000 |
SCHEDULE OF PROMISSORY NOTES _2
SCHEDULE OF PROMISSORY NOTES ISSUED TO UNRELATED THIRD PARTIES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Note amount | $ 8,797,190 |
Balance | 15,348,528 |
Promissory Note [Member] | Henry Mahgerefteh [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 144,000 |
Issuance Date | Feb. 15, 2015 |
Balance | $ 114,927 |
Promissory Note [Member] | BNA & TRA Capital [Member] | |
Short-Term Debt [Line Items] | |
Note amount | 106,112 |
Balance | $ 52,499 |
Issuance Date | 3 loans |
Promissory Note [Member] | 1800 Diagonal Lending [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 88,750 |
Issuance Date | Jul. 12, 2017 |
Balance | $ 88,750 |
Promissory Note [Member] | Clear Think Capital Partners [Member] | |
Short-Term Debt [Line Items] | |
Note amount | 1,405,000 |
Balance | $ 1,266,000 |
Issuance Date | 4 loans |
Promissory Note [Member] | LGH Investments [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 850,000 |
Balance | $ 503,600 |
Issuance Date | 2 loans |
Promissory Note [Member] | Jefferson Capital [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 330,000 |
Issuance Date | Dec. 01, 2022 |
Balance | $ 213,000 |
Promissory Note [Member] | SBA Loan [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 309,900 |
Issuance Date | Apr. 01, 2020 |
Balance | $ 300,000 |
Promissory Note [Member] | Dicer [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 64,678 |
Issuance Date | Jul. 20, 2020 |
Balance | $ 91,563 |
Promissory Note [Member] | Seaport Loan [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 437,500 |
Issuance Date | Sep. 30, 2021 |
Balance | $ 125,000 |
Promissory Note [Member] | TCA Global Master Fund [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 2,150,000 |
Issuance Date | May 01, 2018 |
Balance | $ 3,998,848 |
Promissory Note [Member] | TCA Global Fund 2 [Member] | |
Short-Term Debt [Line Items] | |
Note amount | $ 3,000,000 |
Issuance Date | Dec. 17, 2019 |
Balance | $ 8,594,342 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Jul. 20, 2020 | Dec. 31, 2022 | May 17, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Aug. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Dec. 17, 2019 | May 01, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 0 | $ 501,744 | ||||||||
Notes payables | 8,797,190 | |||||||||
Short-term notes payable | 469,176 | |||||||||
Long-term notes payable | 14,879,353 | |||||||||
Purchase receivables | 4,870,463 | |||||||||
Tysadro Partners [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 1,730,000 | $ 1,730,000 | ||||||||
Notes payables | $ 1,266,000 | |||||||||
LGH Financial [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 850,000 | |||||||||
Notes payables | 503,600 | |||||||||
Jefferson Street Capital [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | 330,000 | |||||||||
Notes payables | 213,000 | |||||||||
Seaport Group Enterprises LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 64,678 | |||||||||
Notes payable | $ 1,500 | |||||||||
PNC Inc [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 700,000 | |||||||||
Notes payable | $ 125,000 | |||||||||
Debt description | The payment is $62,500 every quarter for a period of two years | |||||||||
TCA Global Master Fund [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Interest rate | 16.50% | |||||||||
Secured promissory note | $ 3,998,848 | |||||||||
TCA Special Situations Credit Strategies ICAV [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Interest rate | 16.50% | |||||||||
Secured promissory note | 8,594,342 | |||||||||
Financing Arrangement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal balance | $ 88,750 | |||||||||
Notes payables | $ 88,750 |
SCHEDULE OF PURCHASE RECEIVABLE
SCHEDULE OF PURCHASE RECEIVABLES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue received | $ 4,726,663 | ||
Purchase receivables, balance | 4,870,463 | ||
Cap Call [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue received | $ 1,000,000 | $ 1,000,000 | |
Issuance date, description | 3 loans 2020 | ||
Purchase receivables, balance | $ 1,837,253 | ||
Fox Capital [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue received | $ 475,000 | 607,500 | |
Purchase receivables, balance | $ 0 | ||
Issuance date | Dec. 01, 2020 | ||
Lends Park Corp [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue received | $ 3,119,163 | ||
Purchase receivables, balance | $ 3,033,210 |
PURCHASE RECEIVABLES (Details N
PURCHASE RECEIVABLES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue received | $ 4,726,663 | |||||
Purchase receivables | 4,870,463 | |||||
Principal balance | 0 | $ 501,744 | ||||
Revenue Based Factoring Agreement With Lendspark Capital [Member] | Seaport Group Enterpirses LLC [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Principal balance | $ 2,637,600 | |||||
Long-Term Debt, Gross | $ 3,250,000 | |||||
Cap Call [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue received | 1,000,000 | $ 1,000,000 | ||||
Future receipts | 1,300,000 | |||||
Payments under agreements | $ 13,000 | $ 8,995 | $ 21,500 | |||
Purchase receivables | 1,837,253 | |||||
Fox Capital [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue received | 475,000 | 607,500 | ||||
Future receipts | 607,500 | |||||
Payments under agreements | $ 4,050 | |||||
Purchase receivables | $ 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 12 Months Ended | ||
Aug. 14, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Restricted shares issued | 46,500 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Number of common stock issued | 155,158,293 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares issued | 468,618,642 | 31,619,142 | |
Common stock, shares outstanding | 468,618,642 | 31,619,142 | |
Series E Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares designated | 6,000,000 | ||
Preferred stock, voting rights | the voting rights equal to 10 shares of common stock | ||
Preferred stock, shares issued | 4,000,000 | 4,000,000 | |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 | |
Class A Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Restricted shares issued | 436,999,500 | ||
Stock issued for debt conversion | 281,841,207 | ||
Shares issued for services | 155,158,293 | ||
Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares authorized to issue | 10,000,000 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares authorized to issue | 900,000,000 | ||
Snobar Holding, Inc. [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
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 (as set forth below) | ||
Exchange for restricted shares to common stock, number of shares | 22,500,000 | ||
Restricted shares issued | 2,500,000 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) | Dec. 31, 2022 USD ($) |
San Diego Farmers Outlet, Inc. [Member] | |
2022 | $ 72,000 |
2023 | 24,000 |
Seaport Meat Company's [Member] | |
2022 | 177,000 |
2023 | 184,140 |
2024 | $ 187,812 |
COMMITMENTS, CONTINGENCIES AN_3
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² Integer | Dec. 31, 2021 USD ($) | |
Number of operating leases | Integer | 2 | |
Operating lease payment | $ 550 | |
Building expenses | 450 | |
Sales revenue | 39,907,057 | $ 41,991,172 |
Cost of sales | $ 34,655,506 | $ 37,139,454 |
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 43.39% | |
Sales revenue | $ 16,220,091 | |
One Vendor [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 53.56% | |
Cost of sales | $ 16,547,745 | |
San Diego Farmers Outlet, Inc. [Member] | ||
Operating lease payment | $ 6,000 | |
Area Of Land | ft² | 10,000 | |
Operating lease, term of contract | 5 years | |
Seaport Group Enterprise LLC [Member] | ||
Area Of Land | ft² | 12,000 | |
Operating lease, term of contract | 5 years | |
Operating lease, liability, payments monthly | $ 15,345 | |
San Diego Farmers Outlet [Member] | ||
Operating lease, term of contract | 5 years | |
Lease Expiration Date | Apr. 30, 2023 | |
Seaport Meat Company's [Member] | ||
Operating lease, term of contract | 5 years | |
Lease Expiration Date | Nov. 30, 2024 |