Cover
Cover | 9 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | GOOD HEMP, INC. |
Entity Central Index Key | 0001464865 |
Document Type | S-1/A |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 36,140 | $ 48,088 | $ 0 |
Accounts receivable | 99,977 | 0 | |
Inventory | 199,484 | 271,462 | 0 |
Prepaid expenses | 7,864 | 0 | |
Total current assets | 343,465 | 319,550 | 0 |
Other assets | |||
Intangibles - Trademarks | 12,000 | 0 | |
Branding agreement | 2,700,000 | 0 | |
Intellectual property | 12,000 | 12,000 | |
Total assets | 3,055,465 | 331,550 | |
Current liabilities | |||
Accounts payable | 91,916 | 19,035 | 9,763 |
Interest payable | 33,996 | 28,689 | 0 |
Convertible notes, net of discounts | 140,617 | 62,339 | |
Convertible notes payable- related parties | 830,616 | 252,608 | 100,165 |
Derivative liabilities | 2,123,877 | 2,026,314 | |
Notes payable | 19,100 | 0 | |
Total current liabilities | 3,240,122 | 2,388,985 | 109,928 |
Total liabilities | 3,240,122 | 2,388,985 | 109,928 |
Stockholders' deficit | |||
Preferred stock - Class A Preferred Shares Authorized - 30,000,000, par value $0.001 Issued and outstanding- nil (2018 - 30,000) | 0 | 30,000 | |
Common stock - 150,000,000 shares authorized, $0.001 par value, 21,952,470 and 1,952,470 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 21,953 | 1,953 | 1,435 |
Additional paid in capital | 7,562,548 | 4,868,548 | 5,089,066 |
Accumulated deficit | (7,769,158) | (6,927,936) | (5,230,429) |
Total stockholders' equity (deficit) | (184,657) | (2,057,435) | (109,928) |
Total liabilities and stockholders' equity (deficit) | 3,055,465 | 331,550 | 0 |
Restricted Stock [Member] | |||
Stockholders' deficit | |||
Preferred stock - Class A Preferred Shares Authorized - 30,000,000, par value $0.001 Issued and outstanding- nil (2018 - 30,000) | $ 0 | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
STOCKHOLDER'S EQUITY | |||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares outstanding | 30,000 | ||
Preferred stock, shares issued | 30,000 | ||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares outstanding | 21,952,470 | 1,952,470 | 1,443,720 |
Common stock, shares issued | 21,952,470 | 1,952,470 | 1,443,720 |
Restricted Stock [Member] | |||
STOCKHOLDER'S EQUITY | |||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) | ||||||
Net sales | $ 210,903 | $ 106,937 | $ 281,346 | $ 106,937 | $ 259,962 | |
Cost of sales | 144,592 | 107,497 | 212,469 | 107,497 | 219,762 | |
Gross profit | 66,311 | (560) | 68,877 | (560) | 40,200 | |
Operating expenses | 86,149 | 31,764 | 165,587 | 39,613 | 194,346 | $ 101,118 |
Operating loss | (19,838) | (32,324) | (96,710) | (40,173) | (154,146) | (101,118) |
Other income (expense) | ||||||
Loss on derivative liabilities | (629,782) | 0 | (727,344) | 0 | 1,200,712 | |
Interest expense | (3,366) | 0 | (17,168) | 0 | (341,975) | |
Other expense | 315 | 1,760 | 0 | 1,760 | 674 | |
Total other income (expense) | (632,833) | (1,760) | (744,512) | (1,760) | (1,543,361) | |
Net loss | $ (652,671) | $ (34,084) | $ (841,222) | $ (41,933) | $ (1,697,507) | $ (101,118) |
Net loss per share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.03) | $ (1.01) | $ (0.07) |
Weighted average number of common shares - basic and diluted | 21,952,470 | 1,502,470 | 17,776,646 | 1,462,419 | 1,688,460 | 1,435,046 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (841,222) | $ (41,933) | $ (1,697,507) | $ (101,118) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Non-cash interest expense | (17,168) | 0 | 341,975 | 0 |
Loss on derivative liabilities | (727,344) | 0 | 1,200,712 | 0 |
Stock issued for services | 0 | 30,100 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (99,977) | (13,484) | ||
Prepaid expenses | (7,864) | (240) | ||
Inventory | 71,978 | (33,212) | (271,462) | 0 |
Deposits | 0 | (135,786) | ||
Accounts payable | 72,881 | 38,698 | 10,933 | 9,763 |
Interest payable | 5,307 | 0 | ||
Due to related parties | (48,138) | 0 | ||
Net cash used in operating activities | (1,543,409) | (185,921) | (463,487) | (61,255) |
Cash flows from financing activities: | ||||
Proceeds from issuance of notes to owners | 198,575 | 61,255 | ||
Proceeds from Issuance of notes to 3rd parties | 313,000 | 0 | ||
Owner advance | 0 | 202,698 | ||
Convertible notes payable to related parties, net of discounts | 1,531,461 | 0 | ||
Net cash provided by financing activities | 1,531,461 | 202,698 | 511,575 | 61,255 |
Net change in cash | (11,948) | 16,777 | 48,088 | 0 |
Cash and cash equivalents - Beginning of Year | 48,088 | 0 | 0 | |
Cash and cash equivalents - end of period | 36,140 | 16,777 | 48,088 | 0 |
Supplemental non-cash information | ||||
Acquisition of trademark | $ 12,000 | $ 0 | ||
Conversion of preferred shares into notes | 300,000 | |||
Conversion of notes payable into common stock | 14,000 | 0 | ||
Purchase of intellectual property in exchange for Class A preferred shares | 0 | 12,000 | ||
Spire Branding Agreement for common stock | $ 2,700,000 | $ 0 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock | Common Stock issuable shares | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2017 | 1,433,720 | |||||
Balance, amount at Dec. 31, 2017 | $ (38,910) | $ 1,434 | $ 0 | $ 0 | $ 5,088,967 | $ (5,129,311) |
Stock issued for services, shares | 1,000 | 30,000,000 | ||||
Stock issued for services, amount | 30,100 | $ 1 | $ 0 | $ 30,000 | 99 | 0 |
Net loss | (101,118) | (101,118) | ||||
Balance, shares at Dec. 31, 2018 | 1,434,720 | 30,000,000 | ||||
Balance, amount at Dec. 31, 2018 | (109,928) | $ 1,435 | $ 0 | $ 30,000 | 5,089,066 | (5,230,429) |
Net loss | (7,849) | $ 0 | $ 0 | 0 | (7,849) | |
Return of preferred stock to treasury, shares | (12,000,000) | |||||
Return of preferred stock to treasury, amount | (12,000) | $ 0 | $ (12,000) | 0 | 0 | |
Purchase of intellectual property, shares | 12,000,000 | |||||
Purchase of intellectual property, amount | 12,000 | $ 0 | $ 12,000 | 0 | 0 | |
Conversion of note payable into common stock, shares | 67,750 | |||||
Conversion of note payable into common stock, amount | 50,000 | $ 68 | $ 0 | 49,932 | 0 | |
Balance, shares at Mar. 31, 2019 | 1,502,470 | 30,000,000 | ||||
Balance, amount at Mar. 31, 2019 | (67,777) | $ 1,503 | $ 30,000 | 5,138,998 | (5,238,278) | |
Balance, shares at Dec. 31, 2018 | 1,434,720 | 30,000,000 | ||||
Balance, amount at Dec. 31, 2018 | (109,928) | $ 1,435 | $ 0 | $ 30,000 | 5,089,066 | (5,230,429) |
Net loss | (41,933) | |||||
Balance, shares at Jun. 30, 2019 | 1,502,470 | 30,000,000 | ||||
Balance, amount at Jun. 30, 2019 | (101,861) | $ 1,503 | $ 30,000 | 5,138,998 | (5,272,362) | |
Balance, shares at Dec. 31, 2018 | 1,434,720 | 30,000,000 | ||||
Balance, amount at Dec. 31, 2018 | (109,928) | $ 1,435 | $ 0 | $ 30,000 | 5,089,066 | (5,230,429) |
Net loss | (1,697,507) | (1,697,507) | ||||
Return of preferred stock to treasury, shares | (12,000,000) | |||||
Return of preferred stock to treasury, amount | (12,000) | $ 0 | $ 0 | $ (12,000) | 0 | 0 |
Purchase of intellectual property, shares | 12,000,000 | |||||
Purchase of intellectual property, amount | 12,000 | $ 0 | $ 0 | $ 12,000 | 0 | 0 |
Conversion of note payable into common stock, shares | 67,750 | 0 | ||||
Conversion of note payable into common stock, amount | 50,000 | $ 0 | $ 68 | $ 0 | 49,932 | 0 |
Conversion of note payable to common stock, shares | 67,750 | (67,750) | ||||
Conversion of note payable to common stock, amount | 0 | $ 68 | $ (68) | $ 0 | 0 | 0 |
Preferred stock purchase, shares | (18,000,000) | |||||
Preferred stock purchase, amount | (300,000) | $ (18,000) | (282,000) | |||
Conversion of preferred stock to common stock, shares | 450,000 | (12,000,000) | ||||
Conversion of preferred stock to common stock, amount | 0 | $ 450 | $ (12,000) | 11,550 | ||
Balance, shares at Dec. 31, 2019 | 1,952,470 | |||||
Balance, amount at Dec. 31, 2019 | (2,057,435) | $ 1,953 | $ 0 | $ 0 | 4,868,548 | (6,927,936) |
Balance, shares at Mar. 31, 2019 | 1,502,470 | 30,000,000 | ||||
Balance, amount at Mar. 31, 2019 | (67,777) | $ 1,503 | $ 30,000 | 5,138,998 | (5,238,278) | |
Net loss | (34,084) | (34,084) | ||||
Balance, shares at Jun. 30, 2019 | 1,502,470 | 30,000,000 | ||||
Balance, amount at Jun. 30, 2019 | (101,861) | $ 1,503 | $ 30,000 | 5,138,998 | (5,272,362) | |
Balance, shares at Dec. 31, 2019 | 1,952,470 | |||||
Balance, amount at Dec. 31, 2019 | (2,057,435) | $ 1,953 | $ 0 | $ 0 | 4,868,548 | (6,927,936) |
Net loss | (188,551) | $ 0 | $ 0 | 0 | (188,551) | |
Issuance of common stock for branding agreement, shares | 6,000,000 | |||||
Issuance of common stock for branding agreement, amount | 2,700,000 | $ 6,000 | $ 0 | 2,694,000 | 0 | |
Issuance of common stock to William Alessi, shares | 7,000,000 | |||||
Issuance of common stock to William Alessi, amount | 7,000 | $ 7,000 | $ 0 | 0 | 0 | |
Issuance of common stock to Chris Chumas, shares | 7,000,000 | |||||
Issuance of common stock to Chris Chumas, amount | 7,000 | $ 7,000 | $ 0 | 0 | 0 | |
Balance, shares at Mar. 31, 2020 | 21,952,470 | |||||
Balance, amount at Mar. 31, 2020 | 468,014 | $ 21,953 | $ 0 | 7,562,548 | (7,116,487) | |
Balance, shares at Dec. 31, 2019 | 1,952,470 | |||||
Balance, amount at Dec. 31, 2019 | (2,057,435) | $ 1,953 | $ 0 | $ 0 | 4,868,548 | (6,927,936) |
Net loss | (841,222) | |||||
Balance, shares at Jun. 30, 2020 | 21,952,470 | |||||
Balance, amount at Jun. 30, 2020 | (184,657) | $ 21,953 | $ 0 | 7,562,548 | (7,769,158) | |
Balance, shares at Mar. 31, 2020 | 21,952,470 | |||||
Balance, amount at Mar. 31, 2020 | 468,014 | $ 21,953 | $ 0 | 7,562,548 | (7,116,487) | |
Net loss | (652,671) | $ 0 | $ 0 | 0 | (652,671) | |
Balance, shares at Jun. 30, 2020 | 21,952,470 | |||||
Balance, amount at Jun. 30, 2020 | $ (184,657) | $ 21,953 | $ 0 | $ 7,562,548 | $ (7,769,158) |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
NATURE OF OPERATIONS | ||
NOTE 1 - NATURE OF OPERATIONS | Good Hemp, Inc. (the “Company” or “Good Hemp”), formerly known as Keyser Resources, Inc., and Lone Star Gold, Inc., was incorporated in the State of Nevada on November 26, 2007. The Company was involved in the exploration and development of mining properties until September 30, 2013, when it discontinued operations. In 2017, the Company was put into receivership and in 2018, it emerged from receivership. On September 11, 2019, the Company's Board of Directors, pursuant to Nevada Revised Statute 92A.280, amended the Company's Articles of Incorporation to change the name of the Company from Lone Star Gold, Inc. to Good Hemp, Inc. The amendment was filed with the Nevada Secretary of State on September 12, 2019. The Company is now a North Carolina based company that is made up of industry veterans focused on exploiting niche markets in the hemp industry. Good Hemp® includes two lines of hemp-based beverages. Good Hemp® 2oh! is a hemp-derived, CBD-infused line of flavored waters, and Good Hemp® fizz! is a line of carbonated hemp oil infused sodas. Good Hemp® products have been sold throughout the United States since 2016 via Amazon.com, as well as local retailers. By establishing a comprehensive distribution system, Good Hemp® has secured listings for its products with regional and national grocery and convenience chain stores. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. | Good Hemp, Inc. (the “Company” or “Good Hemp”), formerly known as Lone Star Gold, Inc., formerly known as Keyser Resources, Inc., was incorporated in the State of Nevada on November 26, 2007. Shortly after September 30, 2013, the Company ceased operation as it was in default of certain creditor obligations. In 2017, the Company was put into receivership to satisfy those outstanding creditor claims. In 2018 the Company emerged from receivership and commenced operations including bringing all necessary SEC filings up-to-date. On February 6, 2019, the Company signed an agreement with S. Mark Spoone and Good Hemp Living, LLC. (“Spoone”). The Company transferred to Spoone, 12,000,000 Class A Preferred Shares in consideration for the acquisition of Spoone’s trademarks and intellectual property which includes all rights and trade secrets to the hemp-derived CBD-infused line of consumer beverages. The Company has begun conducting operations under the “Good Hemp” trade name. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2019 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. These unaudited condensed financial statements should be read in conjunction with that report. Use of Estimates The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Cash and Cash Equivalents For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Inventory Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value. Concentration and Credit Risk The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. At June 30, 2020, an allowance was not deemed necessary. Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Commitment and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company follows ASC 440-10, Commitments, to report accounting for certain commitments. Net Loss Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax jurisdictions. Revenue Recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period. Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period and early adoption is permitted. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2018-07 did not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Qualitative and quantitative disclosures are required, and optional practical expedients may be elected. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period. Subsequent amendments to the initial guidance have been issued in January 2017, January 2018, and July 2018 within ASU No. 2017-03, ASU No. 2018-01, ASU No. 2018-10, and ASU No. 2018-11 regarding qualitative disclosures, optional practical expedients, codification improvements and an optional transition method to adopt with a cumulative-effect adjustment versus a modified retrospective approach. These updates do not change the core principle of the guidance under ASU No. 2016-02, but rather provide implementation guidance. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2016.02 did not have a material impact on our financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. This pronouncement did not have a material impact on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. This pronouncement did not have a material impact on our financial statements. In February 2018, the FASB issued ASU No. 2018-02 (ASU No. 2018-02), “Income Statement - Reporting Comprehensive Income (Topic 220)”, which amended the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Reform Act signed into law on December 22, 2017, to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and does not apply to any future tax effects stranded in accumulated other comprehensive income. This standard was effective for fiscal years beginning after December 15, 2018 and allowed for early adoption. The adoption of ASU No. 2018-02 did not have an impact on the Company’s financial position, results of operations and liquidity. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying, and adding certain disclosures. This ASU is effective for the annual period beginning after December 15, 2019, including interim periods within that annual period. We do not expect this pronouncement will have a material impact on our financial statements. In August 2018, the SEC adopted amendments to simplify certain disclosure requirements, as set forth in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which includes a requirement for entities to present the changes in shareholders’ equity in the interim financial statements in quarterly reports on Form 10-Q. This amendment is effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendment and proximity to the filing date for most filers’ quarterly reports, the SEC has allowed for a filer’s first presentation of the changes in shareholders’ equity to be included in its Form 10-Q for the quarter that begins after the effective date. This pronouncement did not have a material impact on our financial statements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles–Goodwill and Other–Internal–Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 is effective for the Company on a prospective or retrospective basis beginning on January 1, 2020, with early adoption permitted. This pronouncement did not have a material impact on our financial statements. The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company's financial position, results of operations or cash flows. | (a) Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. The Company’s fiscal year-end is December 31. (b) Use of Estimates The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. (d) Financial Instruments The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. (e) Concentrations and Credit Risk The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash (f) Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. (g) Revenue Recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period. (h) Inventory Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value. (i) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. (j) Net Loss Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. (k) Income Taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax jurisdictions. (l) Commitment and Contingencies The Company follows ASC 450-20, Loss Contingencies (m) Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. (n) Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period and early adoption is permitted. We have adopted this guidance on January 1, 2019 and there is no material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Qualitative and quantitative disclosures are required, and optional practical expedients may be elected. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period. Subsequent amendments to the initial guidance have been issued in January 2017, January 2018, and July 2018 within ASU No. 2017-03, ASU No. 2018-01, ASU No. 2018-10, and ASU No. 2018-11 regarding qualitative disclosures, optional practical expedients, codification improvements and an optional transition method to adopt with a cumulative-effect adjustment versus a modified retrospective approach. These updates do not change the core principle of the guidance under ASU No. 2016-02, but rather provide implementation guidance. This pronouncement will have no impact on these financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying, and adding certain disclosures. This ASU is effective for the annual period beginning after December 15, 2019, including interim periods within that annual period. . We do not expect his pronouncement will not have a material impact on our financial statements. In August 2018, the SEC adopted amendments to simplify certain disclosure requirements, as set forth in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which includes a requirement for entities to present the changes in shareholders’ equity in the interim financial statements in quarterly reports on Form 10-Q. This amendment is effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendment and proximity to the filing date for most filers’ quarterly reports, the SEC has allowed for a filer’s first presentation of the changes in shareholders’ equity to be included in its Form 10-Q for the quarter that begins after the effective date. We do not expect his pronouncement will not have a material impact on our financial statements. |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GOING CONCERN | ||
NOTE 3 - GOING CONCERN | The Company's unaudited condensed financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has recurring operating losses, an accumulated deficit and a working capital deficiency. Management’s plans include raising capital in the debt and equity markets. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, the Company had a working capital deficit of $2,896,657 at June 30, 2020 and had a loss of $841,222 for the six months ended June 30, 2020, which raises substantial doubt as to the Company’s ability to continue as a going concern in the future. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern. | The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has recurring operating losses, an accumulated deficit and a working capital deficiency. Management’s plans include raising capital in the debt and equity markets. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
NOTE 4 - INCOME TAXES | The Company operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the US. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The Company is subject to United States income taxes at a rate of 21%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows: Year Ended Year Ended December 31, 2019 December 31, 2018 Income tax(payable) recovery at statutory rate of 21% $ 356,476 $ 21,235 Valuation allowance change (356,476 ) (21,235 ) Provision for income taxes $ -- $ -- |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
INTANGIBLE ASSETS | ||
NOTE 5 - INTANGIBLE ASSETS | On February 6, 2019, the Company, entered into an Intellectual Property Purchase Agreement Agreement Seller On April 30, 2019, the Company acquired from S. Mark Spoone the CANNA HEMP and CANNA trademarks including all rights and trade secrets and related inventory for consideration totaling $32,462.39. At June 30, 2020, the Company had not attributed any value to the acquired trademarks. Effective February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire”), pursuant to which the Company would immediately issue Spire 6,000,000 shares of the Company’s common stock (the “Spire Shares”), and Spire would provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. Pursuant to the Branding Agreement, Spire has some antidilution protection and piggyback registration rights with respect to the Spire Shares. The Company recorded an intangible asset in the amount of $2,700,000 based on the closing price of GHMP common shares of $0.45 on February 28,2020. | On February 6, 2019, the Company, entered into an Intellectual Property Purchase Agreement On April 30, 2019, the Company acquired from S. Mark Spoone the CANNA HEMP and CANNA trademarks including all rights and trade secrets and related inventory for consideration totaling $32,462. At September 30, 2019, the Company had not attributed any value to the acquired trademarks. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | ||
NOTE 6 - RELATED PARTY TRANSACTIONS | All related party transactions are recorded at the exchange amount which is the value established and agreed to by the related party. Mr. William Alessi, CEO, is the Principal Executive Officer and director of the Company. The JanBella Group is an entity controlled by Mr. Alessi. Chris Chumas is a director and a minority shareholder of the Company. A payable to a related party of $17,574 to Maurice Bideaux, the Company’s former chief executive officer and director, was forgiven by Mr. Bideaux in 2010. An additional advance from Mr. Bideaux of $38,910 remains unpaid. On February 6, 2019, Mr. William Alessi, the Company’s CEO and one of its directors, personally sold 6,000,000 shares of the Company’s Class A Preferred Shares to Chris Chumas for $100,000 in cash. During the quarter ended March 31, 2019, Mr. Alessi returned to treasury 12,000,000 shares of Class “A” preferred shares to facilitate the acquisition of certain intellectual property as disclosed below and in Note 4 above. As a result, $12,000 has been added to his loan account in lieu of payment. On July 18, 2019, the Company issued promissory notes to Mr. Alessi, JanBella Group and Mr. Chumas to evidence the amounts they advanced to the Company. The notes are due on demand, bear interest at 10% per year, and are secured by all of the Company's assets. At the option of the noteholders, the notes may be converted into shares of the Company's common stock. The number of shares which will be issued upon any conversion of the notes will be determined by dividing the principal amount to be converted (plus, at the option of the noteholder, accrued and unpaid interest) by the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the conversion date. On or about July 22, 2019, the Company purchased shares of its Class A Preferred Shares from the following persons: Class A Name Preferred Shares Consideration William Alessi 12,000,000 $ 200,000 (1) Chris Chumas 6,000,000 $ 100,000 (1) (1) Payment for the preferred shares was in the form of notes. The notes bear interest at 8% per year, are due and payable on December 31, 2019, and are unsecured. On or about July 22, 2019, S. Mark Spoone converted his 12,000,000 Class A Preferred Shares into 450,000 shares of the Company's common stock. On January 29, 2020, the Company issued 7,000,000 shares of its common stock to each of William Alessi and Chris Chumas, respectively, for partial conversion of their promissory notes in the principal amount of $7,000 each, respectively. The following table presents principal amounts due, and common and preferred shares held by William Alessi, Chris Chumas and S. Mark Spoone as of June 30, 2020: Interest Common Shares Preferred Shares Name Principal rate # # Chris Chumas $ 143,287 8%-10 % 7,000,000 nil William Alessi 349,317 0%-10 % 6,971,050 (1) nil JanBella Group (2) 110,000 10 % nil nil S. Mark Spoone nil 450,000 nil Total $ 602,605 (1) (2) See Part II – Unregistered Sales of Equity Securities and Use of Proceeds regarding the sale of unregistered securities and use of proceeds. | All related party transactions are recorded at the exchange amount which is the value established and agreed to by the related party. A payable to a related party of $17,574 to Maurice Bideaux, the Company’s former chief executive officer and director, was forgiven by Mr. Bideaux in 2010. An additional advance from Mr. Bideaux of $38,910 remains unpaid. During the year ended December 31, 2018, Mr. William Alessi has advanced on behalf of the Company, a total of $61,255 which is non-interest bearing, unsecured and has no fixed terms of repayment. On February 6, 2019 as set out in a Form 3 on February 19, 2019 Mr. William Alessi, the Company’s CEO and one of its directors, personally sold 6,000,000 shares of the Company’s Class A Preferred Shares to Chris Chumas. On February 12, 2019 Chris Chumas acquired 6,000,000 Class A Preferred Shares from William Alessi for $100,000 in cash. On July 11, 2019 Good Hemp appointed Chris Chumas as a director of the Company. On July 18, 2019 the Company issued Promissory Notes to Mr. Alessi, JanBella Group and Mr. Chumas to evidence the amounts they advanced to the Company. The Notes are due on demand, bear interest at 10% per year, and are secured by all of the Company's assets. On July 22, 2019 the Company purchased 12,000,000 and 6,000,000 shares of its Class A Preferred Shares from William Alessi and Chris Chumas, respectively. Payment for the Class A Preferred Shares was in the form of a $200,000 and $100,000 Note to William Alessi and Chris Chumas. The Note bears interest at 8% per year, is due and payable on December 31, 2019 and is unsecured. On July 22, 2019 S. Mark Spoone converted his 12,000,000 shares of the Company's Class A Preferred Shares into 450,000 shares of the Company's common stock. At December 31, 2019, the Company had $571,800 due to William Alessi and Chris Chumas. These amounts are convertible into common stock at the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
NOTES PAYABLE | ||
NOTE 7 - NOTES PAYABLE | On March 14, 2019, the Company borrowed $50,000 from an unrelated third party. The loan was unsecured, bore interest at 8% per year, and was due and payable on September 14, 2019. At the option of the note holder, the note may at any time be converted into shares of the Company’s common stock. The number of shares to be issued upon conversion would be determined by dividing the amount to be converted by 60% of the average of the three lowest closing prices of the Company’s common stock during the ten trading days immediately preceding the conversion date. If at any time prior to July 14, 2020, the Company sold or issued any shares of its common stock at a price below $1.20 per share, the Company would issue such number of additional shares of its common stock to the note holder as determined by the following: A B = C A $1.20 = D C – D = Number of additional shares to be issued to the note holder Where: A = The principal amount of the note previously converted by the note holder. B = The price per share at which the Company’s common stock was sold or issued. On March 15, 2019, the note holder exercised its option to convert the note into 67,750 restricted shares of the Company’s common stock. The common stock was issued to the note holder in April 2019. On March 30, 2020, the Company entered into a securities purchase agreement (the “SPA”) with Power Up Lending Group Ltd., a Virginia corporation (the “Investor”), pursuant to which the Company agreed to issue to the Investor a 10% Convertible Promissory Note (the “Note”), dated March 23, 2020, in the principal amount of $67,500. The Note was funded by the Investor on March 30, 2020, and on such date pursuant to the SPA, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,500. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures 12 months after the date of the Note on March 23, 2021. The Note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion; provided, however, that the Investor may not convert the Note to the extent that such conversion would result in the Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor. The Note carries a prepayment penalty if the Note is paid off in 60, 90, 120,150, or 180 days following the Note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115%, 120%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. Effective April 8, 2020, the Company and its lender, GS Capital Partners, LLC, entered into a forbearance agreement relating to the Lender’s promissory note dated October 8, 2019, in the original principal amount of $103,000, pursuant to which the Company would pay the Lender $40,000 by April 10, 2020, and $80,000 by May 10, 2020. The Company made both payments, with the final payment made on May 11, 2020, since May 10, 2020, was a Sunday, and the lender’s note is now considered paid in full. Effective May 8, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd., a Virginia corporation (the “Investor”), pursuant to which the Company agreed to issue to the Investor an 8% Convertible Promissory Note, dated May 7, 2020, in the principal amount of $42,000. The note was funded by the Investor on May 8, 2020, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on May 7, 2021. The note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion; provided, however, that the Investor may not convert the note to the extent that such conversion would result in the Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor. The note carries a prepayment penalty if the note is paid off in 30, 60, 90, 120, 150, or 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 112%, 115%, 118%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. | On March 14, 2019 the Company borrowed $50,000 from an unrelated third party. The loan was unsecured, bore interest at 8% per year, and was due and payable on September 14, 2019. At the option of the note holder, the note may at any time be converted into shares of the Company’s common stock. The number of shares to be issued upon conversion would be determined by dividing the amount to be converted by 60% of the average of the three lowest closing prices of the Company’s common stock during the ten trading days immediately preceding the conversion date. If at any time prior to July 14, 2020 the Company sells or issues any shares of its common stock at a price below $1.20 per share the Company will issue such number of additional shares of its common stock to the note holder as determined by the following: A B = C A $1.20 = D C – D = Number of additional shares to be issued to the note holder Where: A = The principal amount of the note previously converted by the note holder. B = The price per share at which the Company’s common stock was sold or issued. On March 15, 2019 the note holder exercised its option to convert the note into 67,750 restricted shares of the Company’s common stock. The common stock was issued to the note holder in April 2019. On September 10, 2019, the Company borrowed $65,000 from an unrelated party. The loan bears interest at a rate of 10% per year and is due and payable on September 10, 2020. At any time on or before March 10, 2020 the Company may prepay the loan by paying the Lender the outstanding loan principal and accrued interest plus premiums ranging from 15% to 37%. After March 10, 2020 the Company may not repay the loan without the consent of the Lender. At any time after March 8, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. On September 30, 2019, the Company borrowed $42,500 from an unrelated third party. The loan bears interest at a rate of 10% per year and is due and payable on October 1, 2020. At any time on or before March 30, 2020 the Company may prepay the loan by paying the Lender the outstanding loan principal and accrued interest plus premiums ranging from 15% to 37%. After March 30, 2020 the Company may not repay the loan without the consent of the Lender. At any time after March 29, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. On October 8, 2019, the Company borrowed $103,000 from an unrelated third party. The loan bears interest at a rate of 10% per year and is due and payable on October 8, 2020. At any time on or before April 8, 2020 the Company may prepay the loan by paying the Lender the outstanding loan principal and accrued interest plus premiums ranging from 15% to 35%. After April 8, 2020 the Company may not repay the loan without the consent of the Lender. At any time after March 29, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. On November 18, 2019, the Company borrowed $52,500 from an unrelated third party. The loan bears interest at a rate of 10% per year and is due and payable on November 18, 2020. At any time on or before May 18, 2020 the Company may prepay the loan by paying the Lender the outstanding loan principal and accrued interest plus premiums ranging from 15% to 35%. After May 18, 2020 the Company may not repay the loan without the consent of the Lender. At any time after March 29, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
DERIVATIVE LIABILITIES | ||
NOTE 8 - DERIVATIVE LIABILITIES | The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2020. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the six months ended June 30, 2020, the assumptions utilized in estimating fair values of the liabilities measured on a recurring basis are as follows: Six Months ended June 30, 2020 Expected term 1.00 years Expected average volatility 425 % Expected dividend yield - Risk-free interest rate 1.59 % The fair value measurements of the derivative liabilities at June 30, 2020 is summarized: Total Level 1 Level 2 Level 3 $ 2,123,877 $ - $ - $ 2,123,877 | The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the year ended December 31, 2019, the assumptions utilized in estimating fair values of the liabilities measured on a recurring basis are as follows: Year ended December 31, 2019 Expected term 1.00 years Expected average volatility 410% Expected dividend yield - Risk-free interest rate 1.59% The fair value measurements of the derivative liabilities at December 31, 2019 is summarized: Total Level 1 Level 2 Level 3 $ 2,026,314 $ - $ - $ 2,026,314 |
PURCHASE OF INTELLECTUAL PROPER
PURCHASE OF INTELLECTUAL PROPERTY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
PURCHASE OF INTELLECTUAL PROPERTY | ||
NOTE 9 - PURCHASE OF INTELLECTUAL PROPERTY | On February 6, 2019, the Company, entered into an Intellectual Property Purchase Agreement Agreement Seller On April 30, 2019, the Company acquired from S. Mark Spoone the CANNA HEMP and CANNA trademarks including all rights and trade secrets and related inventory for consideration totaling $32,462.39. At June 30, 2020, the Company had not attributed any value to the acquired trademarks. Effective February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire”), pursuant to which the Company would immediately issue Spire 6,000,000 shares of the Company’s common stock (the “Spire Shares”), and Spire would provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. Pursuant to the Branding Agreement, Spire has some antidilution protection and piggyback registration rights with respect to the Spire Shares. The Company recorded an intangible asset in the amount of $2,700,000 based on the closing price of GHMP common shares of $0.45 on February 28,2020. | On February 6, 2019, the Company, entered into an Intellectual Property Purchase Agreement On April 30, 2019, the Company acquired from S. Mark Spoone the CANNA HEMP and CANNA trademarks including all rights and trade secrets and related inventory for consideration totaling $32,462. At September 30, 2019, the Company had not attributed any value to the acquired trademarks. |
TERMINATION OF MATERIAL CONTRAC
TERMINATION OF MATERIAL CONTRACT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
TERMINATION OF MATERIAL CONTRACT | ||
NOTE 10 - TERMINATION OF MATERIAL CONTRACT | In 2018, the Company had entered into an agreement with Infinity, Inc. (“Infinity”). On February 6, 2019, the Company terminated its agreement with Infinity since the transaction had not closed by January 14, 2019, as required by the agreement. | In 2018, the Company had entered into an agreement with Infinity, Inc. On February 6, 2019, the Company terminated its agreement with Infinity since the transaction had not closed by January 14, 2019, as required by the agreement. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
CAPITAL STOCK | ||
NOTE 11 - CAPITAL STOCK | On February 28, 2019, the Company was advised that FINRA had received the necessary documentation to announce a 1:100 reverse split. This corporate action took effect on March 1, 2019, and on that date every 100 outstanding shares of the Company’s common stock share were automatically converted into one share of common stock (with fractional shares rounded up to the nearest whole share). The accompanying financials have been retroactively adjusted to reflect the 1:100 reverse split. On February 6, 2019, the Company issued 12,000,000 shares of its Class “A” preferred shares to S. Mark Spoone in consideration for the acquisition of Spoone’s trademarks and intellectual property, which included all rights and trade secrets to the hemp-derived CBD-infused line of consumer beverages sold under the “Good Hemp” brand. Since then, the Company has been conducting operations under the “Good Hemp” trade name. On February 12, 2019 Chris Chumas acquired 6,000,000 shares of preferred stock from William Alessi for $100,000 in cash. During the quarter ended March 31, 2019, Mr. Alessi returned to treasury 12,000,000 shares of Class “A” preferred shares to facilitate the acquisition of certain intellectual property as disclosed in Note 4. As result $12,000 has been added to his loan account in lieu of payment. On January 29, 2020, the Company issued 7,000,000 shares of its common stock to each of William Alessi and Chris Chumas, respectively, for partial conversion of promissory notes in the principal amount of $7,000 each, respectively. On February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire”), pursuant to which the Company would immediately issue Spire 6,000,000 shares of the Company’s common stock (the “Spire Shares”), and Spire would provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. Pursuant to the Branding Agreement, Spire has some anti-dilution protection and piggyback registration rights with respect to the Spire Shares. See Part II – Unregistered Sales of Equity Securities and Use of Proceeds regarding the sale of unregistered securities and use of proceeds. | On February 28, 2019, the Company was advised that FINRA had received the necessary documentation to announce a 1:100 reverse split. This corporate action took effect on 3/1/2019 and on that date every 100 outstanding shares of the Company’s common stock share were automatically converted into one share of common stock. The accompanying financials have been retroactively adjusted to reflect the 1:100 reverse split. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 12 - COMMITMENTS AND CONTINGENCIES | Legal Matters The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of August 12, 2020, the Company did not have any legal actions pending against it. Commitments The Company entered into various Seed Resale Agreements to sell Hemp seeds to growers. The Company is obligated to purchase from the growers' minimum future quantities of hemp biomass. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
SUBSEQUENT EVENTS | ||
NOTE 13 - SUBSEQUENT EVENTS | The Company has evaluated all transactions from June 30, 2020, through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed other than as set forth below. Effective July 1, 2020, the Board of Directors (the “Board”) of the Company appointed Scott Shellady to serve as the Chief Strategic Officer of the Company. In connection with Mr. Shellady’s appointment, on or about June 24, 2020 (with an effective date of July 1, 2020), the Company entered into a consulting services agreement with Mr. Shellady, pursuant to which Mr. Shellady would (i) render marketing, sales, distribution, and branding services to the Company; and (ii) would be paid $5,000 per month and 100,000 shares of Company common stock for services rendered during the initial term from July 1, 2020, through December 31, 2020. On July 21, 2020, the Company filed with the State of Nevada a Certificate of Designation designating 250,000 shares of the Company’s authorized preferred stock as Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”). Each share of Series B-1 Preferred Stock is convertible into 1.667 shares of Company common stock (subject to a 4.99% beneficial ownership limitation). The Series B-1 Preferred Stock entitles the holder to piggy-back registration rights and one vote per share. Also, on July 21, 2020, the Company filed with the State of Nevada a Certificate of Designation designating 750,000 shares of the Company’s authorized preferred stock as Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”). Each share of Series B-2 Preferred Stock is convertible into a number of shares of Company common stock equal to $1.00 divided by (i) the lesser of $0.60 or 60% of the 14-day average closing price of the Company’s common stock at the time of conversion (the “Market Price”) if the conversion occurs within 6 months of July 21, 2020, or (ii) 60% of the Market Price if the conversion occurs at least 6 months after July 21, 2020 (subject to a 4.99% beneficial ownership limitation). The Series B-2 Preferred Stock entitles the holder to one vote per share. On July 29, 2020, the Company sold a third party investor (the “ Investor Securities On July 31, 2020, the Company issued a Convertible Promissory Note (the “JRF Note”) to JRF AZ Investments II, LP (the “JRF Investor | The Company has evaluated all transactions from December 31, 2019 through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed except as follows: On January 29, 2020, the Company issued 7,000,000 shares of its common stock to each William Alessi and Chris Chumas, respectively for partial conversion of promissory notes in the principal amount of $7,000 each, respectively. Effective February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire”), pursuant to which the Company will immediately issue Spire 6,000,000 shares of the Company’s common stock (the “Spire Shares”), and Spire will provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. Pursuant to the Branding Agreement, Spire will have some anti-dilution protection and piggyback registration rights with respect to the Spire Shares. On March 5, 2020, the Company paid $93,368.32 to PowerUp Lending Group, Ltd. (the “Lender”) pursuant to the Company’s convertible promissory note issued to the Lender on or about September 9, 2019 (the “Note”), in complete satisfaction of all amounts owed to the Lender pursuant to the Note. As a result, the Note has been extinguished. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2019 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. These unaudited condensed financial statements should be read in conjunction with that report. | These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. The Company’s fiscal year-end is December 31. |
Use of Estimates | The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. | For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. |
Impairment of Long-Lived Assets | Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. | Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Fair Value of Financial Instruments | The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Concentrations and Credit Risk | The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. | The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Accounts Receivable and Allowance for Doubtful Accounts | Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. At June 30, 2020, an allowance was not deemed necessary. | Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. |
Inventory | Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value. | Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value. |
Revenue Recognition | Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period. | Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period. |
Derivative Financial Instruments | For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Net Loss Per Common Share | The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. | The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. |
Commitment and Contingencies | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company follows ASC 440-10, Commitments, to report accounting for certain commitments. | The Company follows ASC 450-20, Loss Contingencies |
Income Taxes | The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax jurisdictions. | The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax jurisdictions. |
Recently Issued Accounting Pronouncements | In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period and early adoption is permitted. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2018-07 did not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Qualitative and quantitative disclosures are required, and optional practical expedients may be elected. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period. Subsequent amendments to the initial guidance have been issued in January 2017, January 2018, and July 2018 within ASU No. 2017-03, ASU No. 2018-01, ASU No. 2018-10, and ASU No. 2018-11 regarding qualitative disclosures, optional practical expedients, codification improvements and an optional transition method to adopt with a cumulative-effect adjustment versus a modified retrospective approach. These updates do not change the core principle of the guidance under ASU No. 2016-02, but rather provide implementation guidance. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2016.02 did not have a material impact on our financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. This pronouncement did not have a material impact on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. This pronouncement did not have a material impact on our financial statements. In February 2018, the FASB issued ASU No. 2018-02 (ASU No. 2018-02), “Income Statement - Reporting Comprehensive Income (Topic 220)”, which amended the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Reform Act signed into law on December 22, 2017, to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and does not apply to any future tax effects stranded in accumulated other comprehensive income. This standard was effective for fiscal years beginning after December 15, 2018 and allowed for early adoption. The adoption of ASU No. 2018-02 did not have an impact on the Company’s financial position, results of operations and liquidity. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying, and adding certain disclosures. This ASU is effective for the annual period beginning after December 15, 2019, including interim periods within that annual period. We do not expect this pronouncement will have a material impact on our financial statements. In August 2018, the SEC adopted amendments to simplify certain disclosure requirements, as set forth in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which includes a requirement for entities to present the changes in shareholders’ equity in the interim financial statements in quarterly reports on Form 10-Q. This amendment is effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendment and proximity to the filing date for most filers’ quarterly reports, the SEC has allowed for a filer’s first presentation of the changes in shareholders’ equity to be included in its Form 10-Q for the quarter that begins after the effective date. This pronouncement did not have a material impact on our financial statements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles–Goodwill and Other–Internal–Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 is effective for the Company on a prospective or retrospective basis beginning on January 1, 2020, with early adoption permitted. This pronouncement did not have a material impact on our financial statements. The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company's financial position, results of operations or cash flows. | In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period and early adoption is permitted. We have adopted this guidance on January 1, 2019 and there is no material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Qualitative and quantitative disclosures are required, and optional practical expedients may be elected. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period. Subsequent amendments to the initial guidance have been issued in January 2017, January 2018, and July 2018 within ASU No. 2017-03, ASU No. 2018-01, ASU No. 2018-10, and ASU No. 2018-11 regarding qualitative disclosures, optional practical expedients, codification improvements and an optional transition method to adopt with a cumulative-effect adjustment versus a modified retrospective approach. These updates do not change the core principle of the guidance under ASU No. 2016-02, but rather provide implementation guidance. This pronouncement will have no impact on these financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying, and adding certain disclosures. This ASU is effective for the annual period beginning after December 15, 2019, including interim periods within that annual period. . We do not expect his pronouncement will not have a material impact on our financial statements. In August 2018, the SEC adopted amendments to simplify certain disclosure requirements, as set forth in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which includes a requirement for entities to present the changes in shareholders’ equity in the interim financial statements in quarterly reports on Form 10-Q. This amendment is effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendment and proximity to the filing date for most filers’ quarterly reports, the SEC has allowed for a filer’s first presentation of the changes in shareholders’ equity to be included in its Form 10-Q for the quarter that begins after the effective date. We do not expect his pronouncement will not have a material impact on our financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of provision for income taxes | Year Ended Year Ended December 31, 2019 December 31, 2018 Income tax(payable) recovery at statutory rate of 21% $ 356,476 $ 21,235 Valuation allowance change (356,476 ) (21,235 ) Provision for income taxes $ -- $ -- |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
DERIVATIVE LIABILITIES | ||
Summary of fair values of the liabilities measured | Six Months ended June 30, 2020 Expected term 1.00 years Expected average volatility 425 % Expected dividend yield - Risk-free interest rate 1.59 % | Year ended December 31, 2019 Expected term 1.00 years Expected average volatility 410% Expected dividend yield - Risk-free interest rate 1.59% |
Summary of fair value measurements of the derivative liabilities | Total Level 1 Level 2 Level 3 $ 2,123,877 $ - $ - $ 2,123,877 | Total Level 1 Level 2 Level 3 $ 2,026,314 $ - $ - $ 2,026,314 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
Summary of purchases towards related party | Class A Name Preferred Shares Consideration William Alessi 12,000,000 $ 200,000 (1) Chris Chumas 6,000,000 $ 100,000 (1) |
Schedule of due to related party | Interest Common Shares Preferred Shares Name Principal rate # # Chris Chumas $ 143,287 8%-10 % 7,000,000 nil William Alessi 349,317 0%-10 % 6,971,050 (1) nil JanBella Group (2) 110,000 10 % nil nil S. Mark Spoone nil 450,000 nil Total $ 602,605 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Feb. 06, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
State of incorporation | Nevada | Nevada | |
Date of incorporation | Nov. 26, 2007 | Nov. 26, 2007 | |
Class A Preferred Shares [Member] | S. Mark Spoone [Member] | |||
Common stock, shares transferred upon acquisition | 12,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Income tax(payable) recovery at statutory rate of 21% | $ 356,476 | $ 21,235 |
Valuation allowance change | (356,476) | (21,235) |
Provision for income taxes | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 29, 2020 | Jul. 22, 2019 | Jul. 18, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2019 | Feb. 12, 2019 | Feb. 06, 2019 | Dec. 31, 2018 | |
Converted description | These amounts are convertible into common stock at the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. | These amounts are convertible into common stock at the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. | |||||||
Interest rate | 10.00% | ||||||||
Due to related party | $ 571,800 | ||||||||
Common stock, share issued | 1,952,470 | 21,952,470 | 1,443,720 | ||||||
Preferred stock, shares sold | 30,000 | ||||||||
Chris Chumas [Member] | |||||||||
Common stock, share issued | 7,000,000 | ||||||||
Mr. William Alessi [Member] | |||||||||
Interest rate | 8.00% | 8.00% | |||||||
Due to related party | $ 61,255 | ||||||||
Common stock, share issued | 7,000,000 | 6,000,000 | |||||||
Shares issued principal amount | $ 7,000 | ||||||||
Purchase of preferred stock shares | 12,000,000 | 12,000,000 | |||||||
Preferred shares, note payable | $ 200,000 | $ 12,000 | $ 100,000 | ||||||
Common stock shares held | 50 | ||||||||
Preferred stock, shares sold | 6,000,000 | ||||||||
Maturity date | Dec. 31, 2019 | ||||||||
Maurice Bideaux [Member] | |||||||||
Due to related party | $ 38,910 | $ 17,574 | |||||||
Unpaid amount | $ 38,910 | ||||||||
Maurice Bideaux [Member] | 2010 [Member] | |||||||||
Debt instrument, decrease, forgiveness | $ 17,574 | ||||||||
Mr. Chumas [Member] | |||||||||
Common stock purchase shares | 6,000,000 | ||||||||
Acquisition of preferred shares, value | 100,000 | ||||||||
Class A Preferred Shares [Member] | |||||||||
Preferred stock, shares sold | 12,000,000 | ||||||||
Class A Preferred Shares [Member] | Chris Chumas [Member] | |||||||||
Interest rate | 8.00% | ||||||||
Common stock, share issued | 7,000,000 | 6,000,000 | |||||||
Shares issued principal amount | $ 7,000 | ||||||||
Purchase of preferred stock shares | 6,000,000 | ||||||||
Preferred shares, note payable | $ 100,000 | ||||||||
Preferred stock, shares sold | 6,000,000 | ||||||||
Maturity date | Dec. 31, 2019 | ||||||||
Class A Preferred Shares [Member] | S. Mark Spoone [Member] | |||||||||
Interest rate | 8.00% | ||||||||
Converted class A Preferred Shares into common stock | 450,000 | ||||||||
Class A Preferred Stock, Converted Instrument | 12,000,000 | ||||||||
Preferred stock, shares sold | 12,000,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | May 10, 2020 | May 08, 2020 | Apr. 10, 2020 | Oct. 08, 2019 | Sep. 10, 2019 | Mar. 15, 2019 | Mar. 14, 2019 | Jul. 29, 2020 | Mar. 30, 2020 | Nov. 18, 2019 | Sep. 30, 2019 | Apr. 08, 2020 |
Proceeds from unrelated third party | $ 103,000 | $ 65,000 | $ 50,000 | $ 52,500 | $ 42,500 | |||||||
Legal fees | $ 2,500 | |||||||||||
Convertible note prepayment description | The Note carries a prepayment penalty if the Note is paid off in 60, 90, 120,150, or 180 days following the Note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115%, 120%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. | |||||||||||
Ownership percentage towards common stock | 4.99% | |||||||||||
Interest rate | 10.00% | 10.00% | 0.08% | 10.00% | 10.00% | |||||||
Shares issuable description | At any time after March 8, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. | The number of shares to be issued upon conversion would be determined by dividing the amount to be converted by 60% of the average of the three lowest closing prices of the Company’s common stock during the ten trading days immediately preceding the conversion date. | The Note matures 12 months after the date of the Note on March 23, 2021. The Note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion | At any time after March 29, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. | ||||||||
Convertible promissory note principal amount | $ 67,500 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Note converted into restricted shares | 67,750 | |||||||||||
Investor [Member] | ||||||||||||
Shares issuable description | (i) 250,000 shares of the Series B-1 Preferred Stock, (ii) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on January 21, 2021, (iii) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on July 21, 2021, and (iv) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on January 21, 2022. | |||||||||||
Principal amount | $ 103,000 | |||||||||||
Payment made to lender | $ 80,000 | $ 40,000 | ||||||||||
Maximum [Member] | ||||||||||||
Accrued interest rate | 35.00% | 37.00% | 35.00% | 37.00% | ||||||||
Minimum [Member] | ||||||||||||
Accrued interest rate | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||
Series B-1 Convertible Preferred Stock [Member] | ||||||||||||
Legal fees | $ 2,000 | |||||||||||
Convertible note prepayment description | The Note carries a prepayment penalty if the Note is paid off in 60, 90, 120,150, or 180 days following the Note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115%, 120%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. | |||||||||||
Interest rate | 8.00% | |||||||||||
Shares issuable description | The Note matures 12 months after the date of the Note on May 7, 2021. The Note is convertible into shares of the Companys common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion | |||||||||||
Convertible promissory note principal amount | $ 42,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
DERIVATIVE LIABILITIES | ||
Expected term | 1 year | 1 year |
Expected average volatility | 425.00% | 410.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.59% | 1.59% |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 2,123,877 | $ 2,026,314 |
Level 1 [Member] | ||
Total | 0 | 0 |
Level 2 [Member] | ||
Total | 0 | 0 |
Level 3 [Member] | ||
Total | $ 2,123,877 | $ 2,026,314 |
PURCHASE OF INTELLECTUAL PROP_2
PURCHASE OF INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | Feb. 06, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related inventory consideration | $ 32,462 | |||
Preferred stock shares issued for acquisition | 30,000 | |||
Proceeds from issuance of preferred stock | $ 198,575 | $ 61,255 | ||
Series A Preferred Stock [Member] | ||||
Preferred stock shares issued for acquisition | 12,000,000 | |||
Proceeds from issuance of preferred stock | $ 12,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Feb. 12, 2019 | Feb. 06, 2019 | Jan. 29, 2020 | Feb. 28, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Feb. 28, 2020 |
Reverse split | FINRA had received the necessary documentation to announce a 1:100 reverse split. | ||||||||
Conversion description | This corporate action took effect on 3/1/2019 and on that date every 100 outstanding shares of the Company’s common stock share were automatically converted into one share of common stock. | ||||||||
Shares issued upon agreement | 6,000,000 | ||||||||
Adjustment to reflect reverse split | The accompanying financials have been retroactively adjusted to reflect the 1:100 reverse split. | ||||||||
Common stock shares issued | 1,952,470 | 1,443,720 | 21,952,470 | ||||||
Proceeds from issuance of preferred stock | $ 198,575 | $ 61,255 | |||||||
Preferred stock shares issued for acquisition | 30,000 | ||||||||
Level 3 [Member] | |||||||||
Return of treasury shares | 12,000,000 | ||||||||
Addition in loan account | $ 12,000 | ||||||||
Chris Chumas [Member] | |||||||||
Common stock shares issued | 7,000,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Proceeds from issuance of preferred stock | $ 12,000 | ||||||||
Preferred stock shares issued for acquisition | 12,000,000 | ||||||||
Series A Preferred Stock [Member] | S. Mark Spoone [Member] | |||||||||
Preferred stock shares issued for acquisition | 12,000,000 | ||||||||
Series A Preferred Stock [Member] | Chris Chumas [Member] | |||||||||
Common stock shares issued | 6,000,000 | 7,000,000 | |||||||
Shares issued principal amount | $ 7,000 | ||||||||
Proceeds from issuance of preferred stock | $ 100,000 | ||||||||
Preferred stock shares issued for acquisition | 6,000,000 | ||||||||
Branding Agreement [Member] | Spire Holdings LLC [Member] | |||||||||
Common stock shares issued | 6,000,000 | 7,000,000 | |||||||
Shares issued principal amount | $ 7,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 08, 2020 | Sep. 10, 2019 | Mar. 14, 2019 | Jul. 31, 2020 | Jul. 29, 2020 | Jul. 21, 2020 | Mar. 30, 2020 | Jan. 29, 2020 | Nov. 18, 2019 | Jun. 30, 2020 | Mar. 05, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | Feb. 06, 2019 | Dec. 31, 2018 |
Common stock shares issued | 21,952,470 | 1,952,470 | 1,443,720 | ||||||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |||||||||||||
Shares issuable description | At any time after March 8, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. | The number of shares to be issued upon conversion would be determined by dividing the amount to be converted by 60% of the average of the three lowest closing prices of the Company’s common stock during the ten trading days immediately preceding the conversion date. | The Note matures 12 months after the date of the Note on March 23, 2021. The Note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion | At any time after March 29, 2020 any unpaid principal is convertible into the Company's common stock at a conversion price equal to the market price of the Company's common stock multiplied by 65%. "Market Price" means the lowest trading price for the Company's common stock during the twenty trading days ending on the latest complete trading day prior to the conversion. | |||||||||||
Preferred stock shares issued for acquisition | 30,000 | ||||||||||||||
Investor [Member] | |||||||||||||||
Shares issuable description | (i) 250,000 shares of the Series B-1 Preferred Stock, (ii) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on January 21, 2021, (iii) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on July 21, 2021, and (iv) non-cashless warrants to purchase 250,000 shares of the Series B-2 Preferred Stock for $1.00 per share terminating on January 21, 2022. | ||||||||||||||
Preferred stock shares issued for acquisition | 250,000 | ||||||||||||||
Series B-1 Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 250,000 | ||||||||||||||
Shares issuable description | The Note matures 12 months after the date of the Note on May 7, 2021. The Note is convertible into shares of the Companys common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion | ||||||||||||||
Conversion feature description | Each share of Series B-1 Preferred Stock is convertible into 1.667 shares of Company common stock (subject to a 4.99% beneficial ownership limitation). | ||||||||||||||
Series B-2 Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 750,000 | ||||||||||||||
Common shares convertible description | Each share of Series B-2 Preferred Stock is convertible into a number of shares of Company common stock equal to $1.00 divided by (i) the lesser of $0.60 or 60% of the 14-day average closing price of the Company’s common stock at the time of conversion (the “Market Price”) if the conversion occurs within 6 months of July 21, 2020, or (ii) 60% of the Market Price if the conversion occurs at least 6 months after July 21, 2020 (subject to a 4.99% beneficial ownership limitation). The Series B-2 Preferred Stock entitles the holder to one vote per share. | ||||||||||||||
Beneficial ownership limitation | 4.99% | ||||||||||||||
Chris Chumas [Member] | |||||||||||||||
Common stock shares issued | 7,000,000 | ||||||||||||||
Partial conversion of promissory notes in the principal amount | $ 7,000 | ||||||||||||||
Board of Directors [Member] | July 1, 2020 [Member] | |||||||||||||||
Consulting services agreement description | The Company entered into a consulting services agreement with Mr. Shellady, pursuant to which Mr. Shellady would (i) render marketing, sales, distribution, and branding services to the Company; and (ii) would be paid $5,000 per month and 100,000 shares of Company common stock for services rendered during the initial term from July 1, 2020, through December 31, 2020. | ||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||
Common stock subsequently issued shares | 111,359 | ||||||||||||||
Shares issued principal amount | $ 60,000 | ||||||||||||||
Conversion price | 60.00% | ||||||||||||||
Spire Holdings LLC [Member] | Branding Agreement [Member] | |||||||||||||||
Common stock, shares issued | 6,000,000 | ||||||||||||||
Shares issued principal amount | $ 7,000 | ||||||||||||||
Common stock shares issued | 7,000,000 | 6,000,000 | |||||||||||||
PowerUp Lending Group Ltd. [Member] | |||||||||||||||
Convertible promissory note | $ 93,368 | ||||||||||||||
Mr. William Alessi [Member] | |||||||||||||||
Shares issued principal amount | $ 7,000 | ||||||||||||||
Common stock shares issued | 7,000,000 | 6,000,000 | |||||||||||||
Partial conversion of promissory notes in the principal amount | $ 7,000 | ||||||||||||||
Preferred stock shares issued for acquisition | 6,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
GOING CONCERN | ||||||||
Working capital deficit | $ (2,896,657) | $ (2,896,657) | ||||||
Net loss | $ (652,671) | $ (188,551) | $ (34,084) | $ (7,849) | $ (841,222) | $ (41,933) | $ (1,697,507) | $ (101,118) |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Feb. 06, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Feb. 28, 2020 |
Related inventory consideration | $ 32,462 | |||||
Intangible asset | $ 12,000 | $ 0 | $ 2,700,000 | |||
Closing price of common shares | $ 0.45 | |||||
Shares issued upon agreement | 6,000,000 | |||||
Preferred stock shares issued for acquisition | 30,000 | |||||
Proceeds from issuance of preferred stock | $ 198,575 | $ 61,255 | ||||
Restricted Stock [Member] | ||||||
Preferred stock shares issued for acquisition | 12,000,000 | 0 | 0 | |||
Proceeds from issuance of preferred stock | $ 12,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) | Jul. 22, 2019USD ($)shares |
Branding Agreement [Member] | Spire Holdings LLC [Member] | |
Indebtness debt | $ | $ 200,000 |
Chris Chumas [Member] | |
Indebtness debt shares | shares | 12,000,000 |
Chris Chumas [Member] | Series A Preferred Stock [Member] | |
Indebtness debt shares | shares | 6,000,000 |
Indebtness debt | $ | $ 100,000 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | Jun. 30, 2020 | Jul. 22, 2019 | Jul. 18, 2019 | Mar. 31, 2019 |
Common shares | ||||
Principal | $ 602,605 | |||
Preferred shares | ||||
Interest rate | 10.00% | |||
Convertible Promissory Note [Member] | ||||
Interest rate | 10.00% | |||
PowerUp Lending Group Ltd. [Member] | ||||
Common shares | ||||
Principal | $ 110,000 | |||
Interest rate | 10.00% | |||
Mr. William Alessi [Member] | ||||
Interest rate | 8.00% | 8.00% | ||
Branding Agreement [Member] | Spire Holdings LLC [Member] | ||||
Principal | $ 349,317 | |||
Preferred shares | ||||
Common shares | 6,971,000 | |||
Board of Directors [Member] | July 1, 2020 [Member] | ||||
Interest rate | 0.00% | |||
Series A Preferred Stock [Member] | Chris Chumas [Member] | ||||
Principal | $ 143,287 | |||
Preferred shares | ||||
Common shares | 7,000,000 | |||
Interest rate | 8.00% | |||
Series B-2 Convertible Preferred Stock [Member] | ||||
Interest rate | 10.00% | |||
S. Mark Spoone [Member] | ||||
Principal | $ 0 | |||
Preferred shares | ||||
Common shares | 450,000 | |||
S. Mark Spoone [Member] | Series A Preferred Stock [Member] | ||||
Interest rate | 8.00% |