Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 23, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Intelligent Buying, Inc. | |
Entity Central Index Key | 0001358633 | |
Amendment Flag | true | |
Amendment Description | This amendment is being file to furnish the xbrl exhibits, no other changes were made. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-34861 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | CA | |
Entity Common Stock, Shares Outstanding | 7,254,588 | |
Entity Shell Company | false | |
Is Entity Emerging Growth Company? | false |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 1,834 | $ 9,024 |
Accounts Receivables | 67,500 | |
Loan Receivable | 17,611 | |
Investment | 10,000 | |
Advances to Supplier | 134,874 | 123,000 |
Inventory | 27,560 | |
TOTAL CURRENT ASSETS | 241,768 | 149,635 |
FIXED ASSETS (net of Depreciation) | 38,058 | 2,546 |
OTHER ASSETS | ||
Deposit | 12,043 | 12,043 |
TOTAL ASSETS | 291,869 | 164,224 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 119,892 | 147,468 |
Loan payable - related party | 220,805 | 240,803 |
Loan Payable - other | 256,500 | |
TOTAL CURRENT LIABILITIES | 597,197 | 388,271 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred Stock - Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 1,000 | |
Common Stock - Par Value of $0.001; 50,000,000 shares authorized; 7,254,588 and 7,975,003 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 7,254 | 7,975 |
Additional paid-in capital | 1,376,884 | 905,604 |
Accumulated deficit | (1,690,466) | (1,137,626) |
TOTAL STOCKHOLDERS' DEFICIENCY | (305,328) | (224,047) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY | $ 291,869 | $ 164,224 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 7,254,588 | 7,975,003 |
Common stock, shares outstanding | 7,254,588 | 7,975,003 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
UNAUDITED STATEMENTS OF OPERATI
UNAUDITED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES: | ||||
TOTAL REVENUES | $ 166 | $ 19,219 | ||
Cost of sales | 9,509 | |||
Gross Profit | 166 | 9,710 | ||
Operating Expenses | ||||
Advertising and Marketing | 32,162 | |||
Selling Expenses | 22,020 | |||
General and Administrative | 5,323 | 5,690 | 134,544 | 19,459 |
Legal and Professional | 11,400 | 7,000 | 289,711 | 32,758 |
Office rent | 16,351 | |||
Management Fees | 5,692 | 31,479 | 100,140 | 78,071 |
Product development cost | 26,200 | |||
TOTAL OPERATING EXPENSES | 22,415 | 44,169 | 621,128 | 130,288 |
LOSS FROM OPERATIONS | (22,249) | (44,169) | (611,418) | (130,288) |
INCOME TAX PROVISION | ||||
Other Income (Expenses) | 58,578 | |||
NET LOSS | $ (22,249) | $ (44,169) | $ (552,840) | $ (130,288) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (0.003) | $ (0.006) | $ (0.077) | $ (0.018) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 7,154,602 | 7,256,600 | 7,154,602 | 7,256,600 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIENCY - USD ($) | Common Stock | Preferred Stock [Member] | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 7,256,600 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 7,257 | $ 759,761 | $ (885,183) | $ (118,165) | |
Net loss | (49,497) | (49,497) | |||
Ending balance, shares at Mar. 31, 2019 | 7,256,600 | ||||
Ending balance, value at Mar. 31, 2019 | $ 7,257 | 759,761 | (934,680) | (167,662) | |
Beginning balance, shares at Dec. 31, 2018 | 7,256,600 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 7,257 | 759,761 | (885,183) | (118,165) | |
Net loss | (130,288) | ||||
Ending balance, shares at Sep. 30, 2019 | 7,256,600 | ||||
Ending balance, value at Sep. 30, 2019 | $ 7,257 | 759,761 | (1,015,471) | (248,453) | |
Beginning balance, shares at Mar. 31, 2019 | 7,256,600 | ||||
Beginning balance, value at Mar. 31, 2019 | $ 7,257 | 759,761 | (934,680) | (167,662) | |
Net loss | (36,622) | (36,622) | |||
Ending balance, shares at Jun. 30, 2019 | 7,256,600 | ||||
Ending balance, value at Jun. 30, 2019 | $ 7,257 | 759,761 | (971,302) | (204,284) | |
Net loss | (44,169) | (44,169) | |||
Ending balance, shares at Sep. 30, 2019 | 7,256,600 | ||||
Ending balance, value at Sep. 30, 2019 | $ 7,257 | 759,761 | (1,015,471) | (248,453) | |
Beginning balance, shares at Dec. 31, 2019 | 7,975,003 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 7,975 | 905,604 | (1,137,626) | (224,047) | |
Share exchange, shares | 702,111 | 1,000,000 | |||
Share exchange, value | $ 702 | $ 1,000 | 125,693 | 127,395 | |
Issuance of common stock, shares | 2,532,200 | ||||
Issuance of common stock, value | $ 2,532 | 397,468 | 400,000 | ||
Common stock cancelled, shares | (4,114,353) | ||||
Common stock cancelled, value | $ (4,114) | 4,114 | 0 | ||
Net loss | (362,673) | (362,673) | |||
Ending balance, shares at Mar. 31, 2020 | 7,094,961 | 1,000,000 | |||
Ending balance, value at Mar. 31, 2020 | $ 7,095 | $ 1,000 | 1,432,879 | (1,500,299) | (59,325) |
Beginning balance, shares at Dec. 31, 2019 | 7,975,003 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 7,975 | 905,604 | (1,137,626) | (224,047) | |
Net loss | (552,840) | ||||
Ending balance, shares at Sep. 30, 2020 | 7,254,588 | 1,000,000 | |||
Ending balance, value at Sep. 30, 2020 | $ 7,254 | $ 1,000 | 1,376,884 | (1,749,044) | (305,328) |
Beginning balance, shares at Mar. 31, 2020 | 7,094,961 | 1,000,000 | |||
Beginning balance, value at Mar. 31, 2020 | $ 7,095 | $ 1,000 | 1,432,879 | (1,500,299) | (59,325) |
Issuance of common stock, shares | 159,627 | ||||
Issuance of common stock, value | $ 159 | 159 | |||
Adjustment to paid in capital | (55,995) | (55,995) | |||
Net loss | (167,918) | (167,918) | |||
Ending balance, shares at Jun. 30, 2020 | 7,254,588 | 1,000,000 | |||
Ending balance, value at Jun. 30, 2020 | $ 7,254 | $ 1,000 | 1,376,884 | (1,668,217) | (283,079) |
Net loss | (22,249) | (22,249) | |||
Ending balance, shares at Sep. 30, 2020 | 7,254,588 | 1,000,000 | |||
Ending balance, value at Sep. 30, 2020 | $ 7,254 | $ 1,000 | $ 1,376,884 | $ (1,749,044) | $ (305,328) |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (552,840) | $ (130,288) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation Expense | 3,765 | 255 |
Changes in operating assets and liabilities: | ||
Accounts Receivables | (67,500) | |
Inventory | (27,560) | |
Loan receivables | 7,611 | (17,611) |
Advances to supplier | (11,874) | |
Accounts payable and accrued expenses | (27,576) | 67,571 |
NET CASH USED IN OPERATING ACTIVITIES | (675,974) | (80,073) |
INVESTMENT ACTIVITIES | ||
Purchase of office equipments | (39,277) | (3,056) |
NET CASH USED IN INVESTING ACTIVITIES | (39,277) | (3,056) |
FINANCING ACTIVITIES: | ||
Proceeds (Payment) of loan payable - other | (19,999) | 30,000 |
Proceeds from short term loan | 256,500 | |
Net proceeds from issuance of common stock | 471,560 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 708,061 | 30,000 |
INCREASE (DECREASE) IN CASH | (7,190) | (53,129) |
CASH-BEGINNING OF PERIOD | 9,024 | 53,129 |
CASH-END OF PERIOD | $ 1,834 | |
Supplemental disclosures of cash flow information: | ||
Taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS On February 14, 2020 (the “Closing Date”), we entered into and closed (the “Closing”) an Agreement and Plan of Reorganization (the “Agreement”) with Cannavolve and each of the 37 shareholders of Cannavolve who executed a counterpart signature to the Agreement (the “Cannavolve Shareholders”). Pursuant to the Agreement, the Company agreed to acquire an aggregate of 33,674,262 shares of common stock of Cannavolve constituting 81.5% of the issued and outstanding shares of common stock of Cannavolve from the Cannavolve Shareholders in exchange for 702,111 shares of common stock of the Company, constituting 9.6% of the issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Reorganization “). Pursuant to the Agreement, the Company agreed to file a Certificate of Determination with the State of California, as soon as practicable after the Closing, to create a new class of preferred stock of the Company, the Series B Preferred Stock (the “New Preferred”), and further agreed to issue, as a post-Closing covenant, 1,000,000 shares of the New Preferred to Principal Holdings, LLC (“Principal”), in consideration of Principal successfully negotiating the Agreement and performing due-diligence in connection with the Agreement. Additionally, pursuant to the Agreement, the parties agreed that the Company’s then principal shareholder, Bagel Hole Inc. (“Bagel Hole”), which is owned solely by Philip Romanzi, the Company’s Chief Executive, Chief Financial Officer, Treasurer, Secretary and sole director, would return to the Company for cancellation and retirement an aggregate of 4,114,352 shares of Common Stock owned by Bagel Hole. Additionally, pursuant to the Agreement, the parties agreed that at Closing, (i) Mr. Romanzi would resign from all executive officer and director positions with the Company, (ii) George Furlan would be appointed as the Company’s Interim Chief Executive Officer, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary and Chief Operating Officer, and (iii) Dante Jones would be appointed as the Company’s sole director. Further, the parties agreed that two additional directors would be appointed to the Company’s board of directors after Closing. At Closing pursuant to the Agreement: (i) we issued an aggregate of 702,111 shares of Common Stock to the Cannavolve Shareholders in exchange for 33,674,262 shares of Cannavolve common stock, constituting 81.5% of the issued and outstanding shares of Cannavolve, resulting in Cannavolve becoming our 81.5% owned subsidiary; (ii) Bagel Hole returned to INTB for cancellation and retirement 4,114,352 shares of Common Stock owned by Bagel Hole; (iii) Mr. Romanzi resigned from all officer and director positions with the Company; (iv) George Furlan was appointed as the Company’s Interim Chief Executive Officer, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary and Chief Operating Officer; and (v) Dante Jones was appointed as the Company’s sole director. We anticipate that, in the near future, the size of the Board will be increased to three directors. In addition, on May 28, 2020, the Company entered into and closed a Share Exchange Agreement (the “Share Exchange Agreement”) with the remaining shareholders of Cannavolve (the “Remaining Cannavolve Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired an aggregate of 7,656,441 shares of common stock of Cannavolve constituting 18.5% of the issued and outstanding shares of common stock of Cannavolve from the Remaining Cannavolve Shareholders in exchange for 159,627 shares of common stock of the Company, constituting 0.02% of the issued and outstanding shares of Common Stock of the Company and 1,000,000 shares of newly created Series B preferred stock (the “Share Exchange”). As a result of the Share Exchange, Cannavolve is a wholly owned operating subsidiary of the Company. Additionally, on May 28, 2020, the Company’s Board of Directors (the “Board) increased the size of the Board from one to two and George Furlan was appointed as a director to fill the vacancy. The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us. On July 14, 2020, shareholders holding a majority of the Company’s outstanding voting stock voted in favor of the following corporate matters (the “Corporate Matters”) which relate to the approval to authorize (1) the amendment to the Company’s Restated Articles of Incorporation to effect a forward stock split of all of the outstanding shares of common stock of the Company at a ratio of seven for one (7:1) (the “Forward Split”), which such Forward Split will not impact the Company’s authorized shares of Common Stock, (2) the amendment to the Company’s Restated Articles of Incorporation to increase in the number of authorized shares of the Company’s Common Stock from 50,000,000 to 500,000,000 shares of common stock, (3) the amendment to the Company’s Restated Articles of Incorporation to effect a change of the Company’s name from Intelligent Buying, Inc. to Sentient Brands Holdings, Inc., and (4) changing the Company’s corporate domicile from California to Nevada. The Corporate Matters are not yet effective. Cannavolve Cannavolve was incorporated in the state of Washington on July 6, 2012. To date, Cannavolve’s operations have consisted primarily of providing advisory and operational services to hemp and ancillary cannabis companies, serving as a business accelerator working with startups and emerging brands nationwide. Headquartered in Seattle, Cannavolve has guided clients through every phase of the startup process, including business planning and forecasting, funding and investment, human resources and legal operations and manufacturing, and sales and marketing. Cannavolve’s go-to-market strategies and program implementation processes were designed with one goal in mind: to drive innovation and position startups for sustainable momentum and growth. Toward the end of 2019, Cannavolve began to decrease its advisory and operational services to hemp and ancillary cannabis companies and shifted its focus to product development, brand management and creating CBD lifestyle brands. Cannavolve’s mission is now to launch and operate best-in-class brands in the Luxury, Premium and Mass Market space with an objective on innovation and product uniqueness, derived from research insights, demographic data, customer interviews and omni-channel experiences. We value our Cannavolve customers’ personal well-being as much as we value the well-being of our planet. We believe in responsible luxury that respects nature and humankind, a luxury that prepares for a better world for future generations. We believe that ethics and moral values are becoming increasingly important for consumers in such a way that they are starting to strongly influence their purchasing decisions. Environment, sustainability, cruelty-free production and labor practices are all elements now taken into consideration when buying a product. Our full spectrum CBD used in our products is rich in Phytocannabinoids and is THC free. Our CBD is sustainably farmed and sourced. We employ supercritical CO2 and alcohol extraction technologies without the use of any harsh chemicals. All of our CBD use in our products is tested up to 20 times through cultivation, extraction and manufacturing process to final packaged product. Our CBD is also vegan, gluten free, cruelty free and Non-GMO. Each of our portfolio brands is planned to have its own digital architecture which will allow us to closely monitor our sales channel strategies and continually refine sales channels while exploring new ones which we believe represent the greatest potential. We intend to build brand loyalty by endorsing consumer core values of authenticity and relatability and maintain a commitment to following sustainable practices and rigorous product testing. Principal Products and Services The Company currently has one main product line and three in development. The Company’s current active product line is Revive Now. Revive Now Revive Now Revive Now Revive Now ● CBD-Infused Dried Fruits and Gummies ● CBD Topicals ● CBD Sprays Revive Now Revive Now Target Market Our initial target demographic for the Revive Now Revive Now Future Product Lines The Company has three product lines planned for introduction. ● Ouevre ● F.A.M.E. ● LevelLab – Ouevre Oeuvre ● Purifying Exfoliator ● Replenishing Oil ● Ultra-Nourishing Face Cream ● Revitalizing Eye Cream ● High Potency Tincture ● CBD infused and scented candles ● CBD infused women’s fragrance Drawing inspiration from petals, leaves, roots, minerals and gemstones, Ouevre Ouevre Ouevre Target Market Ouevre Ouevre We believe the benefit of onboarding this demographic to Ouevre On social media, we will target the following audiences for the Ouevre brand ● Women aged 30+ ● Luxury Skincare Enthusiasts ● CBD Enthusiasts ● Crystal Lovers ● Wellness Audience ● Makeup Artists ● Art ● Beauty ● Influencers ● Bloggers ● Stores LevelLab We intend LevelLab ● Therapeutic recovery cream that provides heating and cooling effects to sooth pain, containing isolate hemp CBD, 100% THC free. ● LevelLab Bundle including daily facial cleanser, hyaluronic and vitamin C moisturizer, and retinol night cream. ● LevelLab Active Hydration – supplement for mineral replenishment and optimal hydration for before, during, and after workout. ● LevelLab Fuel – a recovery drink containing a unique combination of CBD and amino acids. LevelLab Target Market We plan to target Millennials (generally ages 23 – 38 as of 2019) for our LevelLab F.A.M.E F.A.M.E. F.A.M.E. F.A.M.E. F.A.M.E Target Market The target market for F.A.M.E. F.A.M.E. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN Basis of presentation These interim consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on May 29, 2020. Going concern The Company currently has limited operations. These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. On April 18, 2020, the Company, through its subsidiary Jaguaring Company, entered into Paycheck Protection Program Promissory Note and Agreement with KeyBank National Association, pursuant to which the Company received loan proceeds of $231,500 (the “PPP Loan”). The PPP Loan was made under, and is subject to the terms and conditions of, the PPP which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term of the PPP Loan is two years with a maturity date of April 18, 2022 and contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan will be deferred for the first six months of the term of the PPP Loan until November 18, 2020. Principal and interest are payable monthly and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight-week period following the funding of the PPP Loan. The Company has been using the proceeds of the PPP Loan, for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. There is no assurance that the Company will ever be profitable or be able to secure funding or generate sufficient revenues to sustain operations. As such, there is substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Covid-19 A novel strain of coronavirus (“Covid-19”) emerged globally in December 2019 and has been declared a pandemic. The extent to which Covid-19 will impact our customers, business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. While the Company’s day-to-day operations beginning March 2020 have been impacted, we have suffered less immediate impact as most staff can work remotely and can continue to develop our product offerings. That said, we have seen our business opportunities develop more slowly as business partners and potential customers are dealing with Covid-19 issues, working remotely and these issues are causing delays in decision making and finalization of negotiations and agreements. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $1,690,466 at September 30, 2020 and had a net loss and net cash flow used in operating activities of $552,840 and $675,974 for the nine months ended September 30, 2020, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of selling its products; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of six months or less to be cash equivalents. Revenue Recognition During the nine months ended September 30, 2020 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. On January 1, 2019, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation During the nine months ended September 30, 2020 and the year ended December 31, 2019, there were no stock based awards issued or outstanding. Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities; Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following September 30, 2020 and 2019: Federal income tax attributable to: September 30, September 30, Current operations $ 115,832 $ 27,360 Less: Valuation allowance (115,832 ) (27,360 ) Net provision for Federal income tax - - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Deferred tax assets attributable to: September 30, December 31, Net operating loss carry over $ 354,730 $ 238,900 Less: Valuation allowance (354,730 ) (238,900 ) Net deferred tax assets - - |
Advances to Supplier
Advances to Supplier | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
ADVANCES TO SUPPLIER | NOTE 4 - ADVANCES TO SUPPLIER Advances to supplier consist of single vendor where the company have placed an order of branded CBD products worth $308,030 on the November 11, 2019. As of September 30, 2020 the balance represents 60% of the total value of the order committed. |
Loan payable - Other
Loan payable - Other | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE - OTHER | NOTE 5 - LOAN PAYABLE- OTHER Since the change of control of the Company in May 2018, we have received advances from Pure Energy 714 LLC, an unaffiliated entity, with an outstanding balance of $220,804 as of December 31, 2018, at which time there was no formal arrangement between the Company and Pure Energy 714 LLC regarding the terms for repayment of these advances. Following further advances aggregating $84,128 during the year ended December 31, 2019, an amount of $240,803 was outstanding as of December 31, 2019. On March 15, 2019, specific terms were reached on $70,757 of such advances pursuant to an unsecured convertible promissory note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 4% per annum and a repayment date on or before August 15, 2022. Additional terms include a voluntary conversion option, pursuant to which Pure Energy 714 LLC may convert any outstanding balance at $0.05 per share into shares of common stock. On January 3, 2020, specific terms were reached on the remaining $150,046 of such advances pursuant to an unsecured demand note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 12% per annum and a repayment date on or before June 3, 2021 at the rate of 12% per annum. If the demand note is unpaid by June 3, 2021, default interest of 3% monthly will apply. The Company has accrued interest of $23,236 on these notes. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES COVID-19 On March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted. The Company previously entered into an employment agreement with an employee effective as of February 28, 2019 (the “Employment Agreement”) pursuant to which the employee was to assist in advancing the Company’s business plan in consideration of a base salary of $10,000 per month (the “Base Salary”). On March 24, 2020, the employee provided the Company with written notice that, effective as of April 1, 2020, the employee voluntarily agreed to suspend the Base Salary indefinitely. On August 12, 2020, the employee tendered his written resignation to the Company terminating his employment with the Company and the Employment Agreement effective as of August 12, 2020. Accordingly, the Company accrued an expense of $10,000 per month until April 1, 2020 in connection with the Employment Agreement. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 7 - PREFERRED STOCK The Company is authorized to issue 25,000,000 shares of Preferred Stock, par value $.001 per share. As of September 30, 2020, 1,000,000 shares of Series B Preferred Stock were issued and outstanding. For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS The Company evaluates events and transactions occurring subsequent to the date of the condensed consolidated financial statements for matters requiring recognition or disclosure in the condensed consolidated financial statements. The accompanying condensed consolidated financial statements consider events through the date on which the condensed consolidated financial statements were available to be issued. Impact of COVID-19 Pandemic In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. As of the date of this filing, our primary suppliers continue to be operating. However, the broader implications of COVID-19 on our results of operations and overall financial performance remain uncertain. We may experience constrained supply or other business disruptions that could materially impact our business, results of operations and overall financial performance in future periods. See Risk Factors for further discussion of the possible impact of the COVID-19 pandemic on our business. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Uses of estimates in the preparation of financial statements | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of six months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition During the nine months ended September 30, 2020 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. On January 1, 2019, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. |
Net loss per common share - basic and diluted | Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. |
Stock-based compensation | Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation During the nine months ended September 30, 2020 and the year ended December 31, 2019, there were no stock based awards issued or outstanding. |
Fair value of financial instruments | Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities; Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. |
Income taxes | Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following September 30, 2020 and 2019: Federal income tax attributable to: September 30, September 30, Current operations $ 115,832 $ 27,360 Less: Valuation allowance (115,832 ) (27,360 ) Net provision for Federal income tax - - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Deferred tax assets attributable to: September 30, December 31, Net operating loss carry over $ 354,730 $ 238,900 Less: Valuation allowance (354,730 ) (238,900 ) Net deferred tax assets - - |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Significant Accounting Policies Tables Abstract | |
Income tax provision (benefit) at statutory rate | The provision for Federal income tax consists of the following September 30, 2020 and 2019: Federal income tax attributable to: September 30, September 30, Current operations $ 115,832 $ 27,360 Less: Valuation allowance (115,832 ) (27,360 ) Net provision for Federal income tax - - |
Summary of deferred tax assets and liabilities | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Deferred tax assets attributable to: September 30, December 31, Net operating loss carry over $ 354,730 $ 238,900 Less: Valuation allowance (354,730 ) (238,900 ) Net deferred tax assets - - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Agreement [Member] - $ / shares | Feb. 14, 2020 | Feb. 14, 2020 | May 28, 2020 | Feb. 14, 2020 |
Cannavolve [Member] | ||||
Number of stock aquired | 7,656,441 | 33,674,262 | ||
Percentage of stock aquired | 81.50% | 81.50% | 18.50% | 81.50% |
Number of stock exchanged | 159,627 | 702,111 | ||
Stock price | $ 0.001 | $ 0.001 | $ 0.001 | |
Principal [Member] | ||||
Number of stock issued | 1,000,000 | |||
Bagel Hole [Member] | ||||
Number of common stock cancelled | 667,402 | 4,114,352 | 4,114,352 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Apr. 18, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accumulated deficit | $ (1,690,466) | $ (1,690,466) | $ (1,137,626) | |||||||
Net loss | $ (22,249) | $ (167,918) | $ (362,673) | $ (44,169) | $ (36,622) | $ (49,497) | (552,840) | $ (130,288) | ||
Net cash flow used in operating activities | $ (675,974) | $ (80,073) | ||||||||
Agreement [Member] | KeyBank [Member] | ||||||||||
Proceeds from debt | $ 231,500 | |||||||||
Interest rate | 1.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Schedule Of Components Of Income Tax Expense Benefit) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Significant Accounting Policies Schedule Of Components Of Income Tax Expense Benefit | ||
Current operations | $ 115,832 | $ 27,360 |
Less: Valuation allowance | (115,832) | (27,360) |
Net provision for Federal income tax |
Significant Accounting Polici_5
Significant Accounting Policies (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Significant Accounting Policies Schedule Of Deferred Tax Assets And Liabilities | ||
Net operating loss carry over | $ 354,730 | $ 238,900 |
Less: Valuation allowance | (354,730) | (238,900) |
Net deferred tax assets |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Effective Income Tax Rate | 21.00% |
Advances to Supplier (Details N
Advances to Supplier (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 11, 2019 |
Notes to Financial Statements | |||
Advances to supplier | $ 134,874 | $ 123,000 | $ 308,030 |
Loan payable - Other (Details N
Loan payable - Other (Details Narrative) - USD ($) | Mar. 15, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 03, 2020 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Loan Payable - other | $ 240,803 | $ 220,804 | ||||
Advances | $ (19,999) | $ 30,000 | $ 84,128 | |||
Unsecured Convertible Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt amount | $ 70,757 | $ 150,046 | ||||
Interest rate | 4.00% | 12.00% | ||||
Maturity date | Aug. 15, 2022 | |||||
Conversion price | $ 0.05 | |||||
Default interest | 3.00% | |||||
Accrued interest | $ 23,236 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued expenses | $ 10,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |