Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 16, 2019 | |
FIXED ASSETS [Abstract] | ||
Entity Registrant Name | WEST COAST VENTURES GROUP CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 68,234,394 | |
Amendment Flag | false | |
Entity Central Index Key | 0001551906 | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 287,500 | $ 9,635 |
Receivables | 46,564 | 32,303 |
Inventory | 31,200 | 19,984 |
Prepaid expenses | 43,496 | 30,605 |
Assets of discontinued operations | 2,461 | 2,461 |
Total current assets | 411,221 | 94,988 |
FIXED ASSETS | ||
Equipment | 565,988 | 277,296 |
Leasehold improvements | 231,493 | 207,546 |
Total fixed assets | 797,481 | 484,842 |
Less: accumulated depreciation | (280,221) | (250,394) |
Net total fixed assets | 517,260 | 234,448 |
OTHER ASSETS | ||
Lease right of use asset | 1,624,858 | 0 |
Deposits and other assets | 43,314 | 43,314 |
Intangibles assets, net | 149,119 | 87,556 |
Total other assets | 1,817,291 | 130,870 |
Total assets | 2,745,772 | 460,306 |
CURRENT LIABILITIES | ||
Accounts payable | 91,550 | 60,222 |
Accrued expenses | 633,859 | 607,525 |
Deferred rent | 0 | 64,661 |
Operating lease | 272,370 | 0 |
Stockholders loan | 45,152 | 206,434 |
Third party advances | 0 | 265,500 |
Notes payable to third parties | 820,689 | 692,879 |
Convertible notes payable to third parties, net of discounts | 517,962 | 250,276 |
Fair value of derivative liabilities | 1,686,929 | 201,891 |
Liability to issue common stock | 515,500 | 0 |
Liabilities of discontinued operations | 481,558 | 481,558 |
Total Current Liabilities | 5,065,569 | 2,830,946 |
LONG TERM LIABILITIES | ||
Operating lease, net of current portion | 1,397,323 | 0 |
Total long-term liabilities | 1,397,323 | 0 |
Total Liabilities | 6,462,892 | 2,830,946 |
Stockholders' Deficit: | ||
Series A Preferred stock, $0.001 par value, 10,000,000 shares authorized, 500,000 shares issued and outstanding | 500 | 500 |
Common stock, $0.001 par value, authorized 250,000,000 shares; 56,725,543 and 30,906,532 shares issued and outstanding | 56,726 | 33,907 |
Additional paid-in capital | 2,195,523 | 1,256,827 |
Accumulated deficit | (5,969,869) | (3,661,874) |
Total Stockholders' Deficit | (3,717,120) | (2,370,640) |
Total Liabilities and Stockholders' Deficit | $ 2,745,772 | $ 460,306 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in Shares) | 500,000 | 500,000 |
Preferred stock, shares outstanding (in Shares) | 500,000 | 500,000 |
Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in Shares) | 650,000,000 | 250,000,000 |
Common stock, shares issued (in Shares) | 56,725,543 | 33,906,532 |
Common stock, shares outstanding (in Shares) | 56,725,543 | 33,906,532 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | ||||
Restaurant revenue, net of discounts | $ 944,424 | $ 746,327 | $ 1,784,039 | $ 1,437,086 |
Restaurant operating costs: | ||||
Cost of sale - food and beverage | 278,033 | 231,178 | 578,425 | 464,823 |
Wages and payroll taxes | 294,990 | 243,781 | 564,271 | 455,105 |
Occupancy | 164,186 | 125,665 | 300,142 | 250,065 |
Other restaurant costs | 157,578 | 99,736 | 270,161 | 186,942 |
Depreciation and amortization | 17,646 | 22,196 | 36,424 | 43,787 |
General & administrative expenses | 558,409 | 276,709 | 905,241 | 552,281 |
Total costs and expenses | 1,470,842 | 999,265 | 2,654,664 | 1,953,003 |
Loss from operations | (526,418) | (252,938) | (870,625) | (515,917) |
Other expenses | ||||
Pre-opening expenses | 52,329 | 0 | 52,329 | 0 |
Initial and change in fair value of derivative | 208,269 | 520,145 | 743,612 | 631,949 |
(Gain) loss on extinguishment of debt | (77,385) | 0 | (95,160) | 0 |
Interest expense | 475,883 | 165,901 | 736,589 | 489,217 |
Total other expenses | 659,096 | 686,046 | 1,437,370 | 1,121,166 |
Loss before income taxes | (1,185,514) | (938,984) | (2,307,995) | (1,637,083) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (1,185,514) | $ (938,984) | $ (2,307,995) | $ (1,637,083) |
Basic and diluted net loss per share | $ (.02) | $ (.05) | $ (.05) | $ (.07) |
Weighted average shares outstanding | 49,895,192 | 19,248,054 | 44,113,135 | 25,144,510 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital (Capital Deficiency) | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 30,556,544 | 500,000 | |||
Beginning Balance, Amount at Dec. 31, 2017 | $ 30,557 | $ 500 | $ 189,029 | $ (1,905,326) | $ (1,685,240) |
Shares issued as debt inducement, Shares | 340,000 | 0 | |||
Shares issued as debt inducement, Amount | $ 340 | $ 0 | 84,660 | 0 | |
Shares issued in settlement of debt, Shares | 1,155,829 | ||||
Shares issued in settlement of debt, Amount | $ 1,155 | 214,984 | 0 | ||
Shares issued upon warrant exercise, Shares | 50,898 | 0 | |||
Shares issued upon warrant exercise, Amount | $ 51 | $ 0 | 9,467 | 0 | |
Stock issued for services, Shares | 100,000 | ||||
Stock issued for services, Amount | $ 100 | 22,500 | 0 | ||
Net loss | (698,099) | (698,099) | |||
Ending Balance, Shares at Mar. 31, 2018 | 32,203,271 | 500,000 | |||
Ending Balance, Amount at Mar. 31, 2018 | $ 32,203 | $ 500 | 520,640 | (2,603,425) | (2,050,082) |
Beginning Balance, Shares at Dec. 31, 2017 | 30,556,544 | 500,000 | |||
Beginning Balance, Amount at Dec. 31, 2017 | $ 30,557 | $ 500 | 189,029 | (1,905,326) | (1,685,240) |
Shares issued as debt inducement, Amount | 85,000 | ||||
Net loss | (1,637,083) | ||||
Ending Balance, Shares at Jun. 30, 2018 | 14,203,054 | 500,000 | |||
Ending Balance, Amount at Jun. 30, 2018 | $ 14,203 | $ 500 | 864,370 | (3,542,409) | (2,663,336) |
Beginning Balance, Shares at Mar. 31, 2018 | 32,203,271 | 500,000 | |||
Beginning Balance, Amount at Mar. 31, 2018 | $ 32,203 | $ 500 | 520,640 | (2,603,425) | (2,050,082) |
Shares issued in settlement of debt, Shares | 3,349,783 | ||||
Shares issued in settlement of debt, Amount | $ 3,350 | 263,380 | 0 | 266,730 | |
Stock issued for services, Shares | 650,000 | ||||
Stock issued for services, Amount | $ 650 | 58,350 | 0 | 59,000 | |
Shares contributed and cancelled, Shares | (22,000,000) | ||||
Shares contributed and cancelled, Amount | $ (22,000) | 22,000 | 0 | 0 | |
Net loss | (938,984) | (938,984) | |||
Ending Balance, Shares at Jun. 30, 2018 | 14,203,054 | 500,000 | |||
Ending Balance, Amount at Jun. 30, 2018 | $ 14,203 | $ 500 | 864,370 | (3,542,409) | (2,663,336) |
Beginning Balance, Shares at Dec. 31, 2018 | 33,906,532 | 500,000 | |||
Beginning Balance, Amount at Dec. 31, 2018 | $ 33,907 | $ 500 | 1,256,827 | (3,661,874) | (2,370,640) |
Shares issued as debt inducement, Shares | 1,713,307 | ||||
Shares issued as debt inducement, Amount | $ 1,713 | 88,287 | 0 | 90,000 | |
Shares issued in settlement of debt, Shares | 5,305,000 | ||||
Shares issued in settlement of debt, Amount | $ 5,305 | 13,262 | 0 | 18,567 | |
Net loss | (1,122,481) | (1,122,481) | |||
Ending Balance, Shares at Mar. 31, 2019 | 40,924,389 | 500,000 | |||
Ending Balance, Amount at Mar. 31, 2019 | $ 40,925 | $ 500 | 1,358,376 | (4,784,355) | (3,384,554) |
Beginning Balance, Shares at Dec. 31, 2018 | 33,906,532 | 500,000 | |||
Beginning Balance, Amount at Dec. 31, 2018 | $ 33,907 | $ 500 | 1,256,827 | (3,661,874) | (2,370,640) |
Shares issued for cash, Amount | 27,220 | ||||
Shares issued as debt inducement, Amount | 94,730 | ||||
Shares issued in settlement of debt, Amount | 18,567 | ||||
Net loss | (2,307,995) | ||||
Ending Balance, Shares at Jun. 30, 2019 | 56,725,543 | 500,000 | |||
Ending Balance, Amount at Jun. 30, 2019 | $ 56,726 | $ 500 | 2,195,523 | (5,969,869) | (3,717,120) |
Beginning Balance, Shares at Mar. 31, 2019 | 40,924,389 | 500,000 | |||
Beginning Balance, Amount at Mar. 31, 2019 | $ 40,925 | $ 500 | 1,358,376 | (4,784,355) | (3,384,554) |
Shares issued for cash, Shares | 1,247,449 | ||||
Shares issued for cash, Amount | $ 1,247 | 65,877 | 0 | ||
Shares issued as debt inducement, Shares | 1,933,333 | ||||
Shares issued as debt inducement, Amount | $ 1,934 | 92,797 | 0 | ||
Shares issued for pre-paid rent, Shares | 386,589 | ||||
Shares issued for pre-paid rent, Amount | $ 387 | 26,133 | 0 | 26,520 | |
Shares issued in settlement of debt, Shares | 3,900,000 | ||||
Shares issued in settlement of debt, Amount | $ 3,900 | 35,100 | 39,000 | ||
Stock issued for services, Shares | 3,333,333 | ||||
Stock issued for services, Amount | $ 3,333 | 236,000 | 0 | 239,333 | |
Shares issued for fixed assets and cash, Shares | 5,000,000 | ||||
Shares issued for fixed assets and cash, Amount | $ 5,000 | 324,990 | 0 | 329,990 | |
Beneficial Conversion feature | 56,250 | 0 | 56,250 | ||
Net loss | (1,185,514) | (1,185,514) | |||
Ending Balance, Shares at Jun. 30, 2019 | 56,725,543 | 500,000 | |||
Ending Balance, Amount at Jun. 30, 2019 | $ 56,726 | $ 500 | $ 2,195,523 | $ (5,969,869) | $ (3,717,120) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ (2,307,995) | $ (1,637,083) | |||||
Adjustments to reconcile net loss to net cash provided by operations: | |||||||
Non-cash debt inducement fee and share based compensation | 360,308 | 81,600 | |||||
Depreciation and amortization | $ 17,646 | $ 22,196 | 36,424 | 43,787 | |||
Amortization of debt discounts | 531,719 | 401,570 | |||||
(Gain) loss on debt conversion | (95,160) | 0 | |||||
Initial and change in fair value of derivative | 743,612 | 631,949 | |||||
Cumulative change from implementing new accounting standard | 26,866 | 0 | |||||
Changes in operating assets: | |||||||
(Increase) decrease in receivables | (14,261) | 352 | |||||
(Increase) decrease in inventory | (11,216) | 319 | |||||
Changes in operating liabilities: | |||||||
Increase in accounts payable | 31,328 | 28,436 | |||||
Increase in accrued expenses | 26,334 | 170,659 | |||||
Increase in accrued interest | 74,940 | 0 | |||||
Increase in deferred rent | 0 | 1,134 | |||||
Net cash used in operating activities | (597,101) | (277,277) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchase of fixed assets | (32,649) | (34,794) | |||||
Purchase of intangible assets | (68,121) | 0 | |||||
Net cash used in investing activities | (100,770) | (34,794) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from the issuance of common stock for cash | 67,124 | 0 | |||||
Proceeds from issuance of convertible notes payable for cash | 1,009,000 | 280,000 | |||||
Repayment of convertible notes payable | (604,992) | 0 | |||||
Proceeds from third party for shares to be issued | 250,000 | 0 | |||||
Proceeds from bank overdraft | 0 | 40,671 | |||||
Proceeds from stockholder loan payable | 0 | 15,900 | |||||
Payments on stockholder loan payable | (1,800) | (9,185) | |||||
Proceeds from third party advances | 375,000 | 21,300 | |||||
Payments on third party notes payable | (118,596) | (36,615) | |||||
Net cash provided by financing activities | 975,736 | 312,071 | |||||
Net increase in cash | 277,865 | 0 | |||||
CASH, beginning of period | $ 287,500 | $ 9,635 | 9,635 | 0 | |||
CASH, end of period | $ 287,500 | $ 0 | 287,500 | 0 | $ 0 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||
Cash paid for interest | 43,600 | 22,351 | |||||
Cash paid for income taxes | 0 | 0 | |||||
Non-Cash Financing Activities: | |||||||
Issuance of common stock as inducement fee | $ 287,101 | $ 90,000 | 94,730 | 85,000 | |||
Issuance of common stock upon settlement of debt | $ 57,568 | $ 482,870 | $ 30,000 |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
(1) NATURE OF OPERATIONS | (1) NATURE OF OPERATIONS West Coast Ventures Group Corp. (“our”, “us”, “we”, “WCVC” or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition. Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies, under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control. These consolidated financial statements reflect the reorganized capital structure retrospectively for all periods presented. The Company operates 6 restaurants in the Denver, Colorado metro area and 1 in the Ft. Lauderdale, Florida metro area. El Senor Sol - Evergreen is a Mexican restaurant which was opened in 2011. The Company opened the first Illegal Burger restaurant in August 2013. It is co-located with the El Senor Sol restaurant. The second Illegal Burger was opened in Arvada in April 2014. The third Illegal Burger is located in Writer Square in downtown Denver and opened in January 2016. The fourth Illegal Burger is located in the Capital Hill area of Denver and opened in June 2016.The fifth Illegal Burger is located in Glendale area of Denver and opened in October 2018. The first of the Company’s newest concept - Illegal Pizza - opened in Lauderhill, Florida in June 2019. The Company plans to continue opening Illegal Burger and Illegal Pizza restaurants, a quick casual high end restaurant with full liquor licenses. The Company expects to locate in other areas of the country over time. The Company completed its Illegal Burger Franchise Offering documents in May 2019. Illegal Burger Franchising has retained a marketing group to assist with the startup of its offering of franchises and to pre-qualify potential franchisees. The Company hopes to have its first franchise sales in the third quarter 2019. The Company began its operations in Illegal Brands in June 2019, offering its own branded CBD infused water and CBD powder packets, first through its restaurant locations. Illegal Brands expects to offer these products to third parties on a wholesale basis. The accompanying condensed consolidated financial statements include the activities of West Coast Ventures Group Corp., Nixon Restaurant Group, Inc., J&F Restaurant, LLC (El Senor and Illegal Burger Evergreen), Illegal Burger, LLC (Arvada), Illegal Burger Writer Square, LLC, Illegal Burger Capital Hill, LLC, Illegal Burger CitiSet, LLC, Illegal Pizza, LLC, Illegal Brands, LLC, Illegal Burger Franchising, LLC and Illegal Brands IP, LLC, its wholly owned subsidiaries. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES | (2) BASIS OF PRESENTATION AND USE OF ESTIMATES a) Basis of Presentation The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries. The Company has reflected the results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited condensed consolidated interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 condensed unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying condensed unaudited consolidated financial statements involved the valuation of share-based compensation. c) Accounts Receivable Accounts receivable is primarily the amount due from the merchant account processor of debit and credit card payments and amounts due from online delivery services; such as, UberEats, Door Dash, etc. d) Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. e) Pre-opening Expenses The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Condensed Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations. f) Operating Leases Effective January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) which supersedes the lease accounting requirements in Accounting Standards Codification (ASC) 840, Leases Under Topic 842, we applied a dual approach to all leases whereby we are a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement. Regardless of classification, we record a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Our leases, for the premises we occupy for the Illegal Burger Arvada, Illegal Burger Writer Square, Illegal Burger Capital Hill and Illegal Burger CitiSet were classified as operating leases as of January 1, 2019. Our leases, for the premises we occupy for the Illegal Pizza Lauderhill and the new corporate office were classified as operating leases as of May 1, 2019 and June 1, 2019, respectively. Operating lease expense is recognized on a straight-line basis over the term of the lease. As a result of adopting this ASU, the Company has recorded a $26,866 effect on the financial statements for the six months ended June 30, 2019. We identify leases in our contracts if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. We do not allocate lease consideration between lease and non-lease components and record a lease liability equal to the present value of the remaining fixed consideration under the lease. Any interest rate implicit in our leases are generally not readily determinable. Accordingly, we use our estimated incremental borrowing rate at the commencement date of the lease to determine the present value discount of the lease liability. We estimate the incremental borrowing rate for each lease based on an evaluation of our expected credit rating and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the term of the lease. The right-of-use asset for each lease is equal to the lease liability, adjusted for unamortized initial direct costs and lease incentives. We exclude options to extend or terminate leases from the calculation of the lease liability unless it is reasonably certain the option will be exercised. g) Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended June 30, 2019 and 2018. h) Income Taxes The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2017, 2016, and 2015 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. i) Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents. j) Financial Instruments and Fair Value Measurements ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): June 30, 2019 December 31, 2018 Level 3 - Embedded Derivative Liability $ 1,686,929 $ 201,891 Changes in Level 3 assets measured at fair value for the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 201,891 Initial valuation of new embedded derivatives 392,956 Extinguishment upon conversion or settlement 741,426 Change in fair value of derivatives 350,656 Balance, June 30, 2019 $ 1,686,929 k) Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. l) Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. m) Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. n) Recent Accounting Pronouncements The Company recognizes revenue in accordance with ASU 2017-04 A o) Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This new revenue recognition standard has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s condensed consolidated financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered. p) Inventories Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market. q) Intangible Assets Intangible assets are being amortized using straight line method over the remaining life of the location lease term, generally five, seven or ten years. |
NOTE 3 - LIQUIDITY AND GOING CO
NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Note 3 - Liquidity And Going Concern Considerations | |
(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS | (3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $2.3 million for the six months ended June 30, 2019 and have an accumulated deficit of approximately $6.0 million and a negative working capital of approximately $4.6 million at June 30, 2019, inclusive of indebtedness. These conditions raise substantial doubt about our ability to continue as a going concern. Failure to successfully continue to grow restaurant operation revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing and opening restaurant operations. We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The independent auditors’ report on our consolidated financial statements for the year ended December 31, 2018 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. |
NOTE 4 - FIXED ASSETS
NOTE 4 - FIXED ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
(4) FIXED ASSETS | (4) FIXED ASSETS Fixed assets consisted of the following: June 30, 2019 (unaudited) December 31, 2018 Beginning balance $ 484,842 $ 408,325 Additions: Equipment 288,692 95,558 Additions: Leasehold improvements 23,947 34,959 Landlord reimbursements - (54,000) Accumulated depreciation (280,221) (250,394) Ending Balance $ 517,260 $ 234,448 Depreciation expense was $15,306 and $29,827 and $15,126 and $30,857 for the three and six months ended June 30, 2019 and 2018, respectively. |
NOTE 5 - INTANGIBLE ASSETS
NOTE 5 - INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
(5) INTANGIBLE ASSETS | (5) INTANGIBLE ASSETS In March 2015, as part of the acquisition of the Writer Square downtown location, the Company purchased the rights to negotiate a lease from the landlord for $125,000 in cash. The Company is amortizing this value over the remaining term of the lease. In March 2016, as part of the acquisition of the Capital Hill location, the Company purchased the existing liquor license for $4,300 in cash. The Company is amortizing this value over the remaining term of the lease. In September 2018, as part of the development of the CitiSet location, the Company acquired a liquor license for $5,286 in cash. The Company is amortizing this value over the remaining term of the lease. In April 2019, as part of the acquisition of the Lauderhill location the Company paid a $50,000 assignment fee in cash to the landlord to assume the remaining 8 years of the existing lease. The Company is amortizing this value over the remaining term of the lease. In June 2019, as part of the development of the Lauderhill location, the Company acquired a liquor license for $1,698 in cash. The Company is amortizing this value over the remaining term of the lease. In June 2019, the Company paid $16,000 for the final franchise documents enabling Illegal Burger Franchising to offer franchises for sale. The Company is amortizing this value over 10 years. In June 2019, the Company paid $2,025 for the trademark applications for two new versions of the Company’s existing trademarked logo. The Company is amortizing this value over 10 years. Amortization expense was $3,472 and $6,597 and $6,465 and $12,930 for the three and six months ended June 30, 2019 and 2018, respectively. |
NOTE 6 - NET ACQUIRED LIABILITI
NOTE 6 - NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
(6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS | (6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS As a result of the reverse acquisition on October 4, 2017, we acquired approximately $0.5 million of liabilities, net of assets, of the former operations of West Coast Ventures Group Corp. (which have been discontinued). During 2017 we issued 3,000,000 shares of our common stock to extinguish $30,000 of indebtedness. We are evaluating the means to relieve the Company of these liabilities. |
NOTE 7 - STOCKHOLDER LOAN
NOTE 7 - STOCKHOLDER LOAN | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
(7) STOCKHOLDER LOAN | (7) STOCKHOLDER LOAN The principal stockholder of the Company has loaned the Company funds at various times on an undocumented loan basis with no stated interest rate. These loans were made principally to complete the conversion of the Illegal Burger - Arvada (2014) and Illegal Burger - Writer Square (2015 and 2016) and Illegal Burger Capital Hill (2016) locations. This stockholder loan balance was $45,152 and $206,434 at June 30, 2019 and December 31, 2018, respectively. |
NOTE 8 - NOTES PAYABLE TO THIRD
NOTE 8 - NOTES PAYABLE TO THIRD PARTIES | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
(8) NOTES PAYABLE TO THIRD PARTIES | (8) NOTES PAYABLE TO THIRD PARTIES a) Future Receivables Sale Agreements During 2018, 2017, 2016 and 2015, the Company entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provides for funding of various percentages of future qualified credit/debit merchant card receivables. Proceeds received from sales of future receivables during 2018 and 2017 totaled $140,000 and $166,082, respectively. In June 2019, the Company entered into a new agreement for the sale of future receivables, under which the Company received $175,000 from a party with an existing relationship with the Company, although there was a zero balance with this party at the time of entering into this transaction. At June 30, 2019 and December 31, 2018, the total payable balances inclusive of interest under the factoring agreements were $333,488 and $154,770, respectively. b) One Year Notes In February 2016, the Company entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $377 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $11,706 and $28,038 at June 30, 2019 and December 31, 2018, respectively. In April 2019, the Company entered into a one year note with a third party for a loan of $100,000. This note carries a 20% interest rate and is collateralized by a second mortgage on the founder and CEO’s residence. The loan balance, including interest, was $104,548 at June 30, 2019. c) Convertible Notes - Variable Conversion In the second quarter 2019, the Company entered into nine convertible notes in exchange for $591,000 in cash with a principal amount of $669,000. These notes mature seven in nine months, one in ten months and one in one year and carry a 12% interest rates. The notes convert into shares of the Company’s common stock at a price of 55% and 50% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes were recorded as a derivative liability in the amount of $960,354 with a related debt discount of $602,580, and an immediate loss of $291,355. In the second quarter 2019, the Company paid off three convertible notes in cash in the amount of $504,812. In the first quarter 2019, the Company entered into five convertible notes in exchange for $424,000 in cash. These notes mature one in nine months and four in one year and carry 12%, 10% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 55% and 50% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 20 and 25 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes were recorded as a derivative liability in the amount of $467,348 with a related debt discount of $432,166, and an immediate loss of $35,182. In the first quarter 2019, the Company paid off two convertible notes in cash in the amount of $101,181. In the fourth quarter 2018, the Company entered into a convertible note in exchange for $138,000 in cash. This note matures in nine months and carries a 12% interest rate. The note converts into shares of the Company’s common stock at a price of 61% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $189,380, with a related debt discount of $138,000, and an immediate loss of $51,380. In the fourth quarter 2018, the Company paid off one convertible note in cash in the amount of $225,000. In the third quarter 2018, the Company entered into two convertible notes in exchange for $68,000 in cash. These notes mature in nine months and carries a 12% interest rate. These notes convert into shares of the Company’s common stock at a price of 61% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $151,769, with a related debt discount of $68,000, and an immediate loss of $83,763. In the third quarter 2018, the Company paid off three convertible notes in cash in the amount of $257,975. d) Convertible Notes - Fixed Conversion In the second quarter 2019, the Company entered into one convertible note in exchange for $100,000 in cash. This note matures in one year and carry a 20% interest rates. The note converts into shares of the Company’s common stock at a price of $0.04 per share of Common Stock from October 10, 2019 to maturity. At maturity it is convertible at $0.05 per share as long as Company’s Volume Weighted Average Price, (“VWAP”) for the ten trading days prior to the conversion notice is greater than $0.07 per share. If the VWAP is below $0.07, then the conversion formula is $0.05xVWAP/$0.07. Based on the conversion terms the beneficial conversion rights embedded in this convertible note was recorded as a dept discount in the amount of $56,250. During the fourth quarter of 2018, one of the parties that purchased one of the variable conversion price convertible notes assigned $50,000 of their note to a third party for $50,000 in cash. This new party immediately amended the assigned note portion to a fixed conversion rate of $0.01 per share of the Company’s common stock. The maturity date of this note was extended to December 31, 2021. The Company recognized no gain or loss associated with this modification. During the second quarter 2019, $39,000 of this note was converted to 3,900,000 shares of common stock. During the third quarter of 2018, two parties related to each other purchased, through assignment, three of the variable conversion price convertible notes then outstanding. These parties immediately amended the notes to replace the variable conversion rate with a fixed conversion rate of $0.0035 per share of the Company’s common stock. The maturity dates of the three notes was extended to 2020 and 2021. e) Third Party Note Payable In March 2015, the Company entered into an agreement with a third party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement a first draw was entered into in the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee. In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note. The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September the terms called for the payment of interest, principal starting at $33,649 increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition the Replacement Promissory Note called for the payment of a $106,000 Redemption Premium as part of the total monthly payment of $49,651. As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday. In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week. At both June 30, 2019 and December 31, 2018 the principal balance of the loan was $322,220. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these A Certain third parties have advanced funds to WCVC to fund its ongoing operations. These advances have been formalized into demand notes payable, which, at September 30, 2017, amount to $54,039 and carry a 5% interest rate. WCVC has a $250,000 note payable which is due in April 2018 and carries a 5% interest rate. These liabilities have been incorporated into liabilities from discontinued operations. |
NOTE 9 - OPERATING LEASES
NOTE 9 - OPERATING LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
(9) OPERATING LEASES | (9) OPERATING LEASES Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company’s leases consists of operating leases that relate to real estate rental agreements. All of the value of the Company’s lease portfolio relates to real estate lease agreements that were entered into starting in May 2014. Practical Expedients and Elections The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected the short-term lease recognition exemption for all leases that qualify. Discount Rate Applied to Property Operating Lease To determine the present value of the minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the A A Right of Use Assets Right of use assets are included in the unaudited condensed consolidated Balance Sheet as follows: Non-current assets Right of use assets, net of amortization - $1,624,858. Total operating lease cost Individual components of the total lease cost incurred by the Company is as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease expense $113,206 $189,487 Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease. Maturity of operating leases The amount of future minimum lease payments under operating leases at June 30, 2019 are as follows: Operating Lease Undiscounted future minimum lease payments: 2019 (6 months remaining) $ 257,339 2020 426,062 2021 305,589 2022 234,752 2023 246,641 Thereafter 776,442 Total 2,246,825 Amount representing imputed interest (577,132) Total operating lease liability $ 1,669,693 Current portion of operating lease liability $ 272,370 Operating lease liability, non-current $ 1,397,323 |
NOTE 10 - STOCKHOLDERS' DEFICIT
NOTE 10 - STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
(10) STOCKHOLDERS' DEFICIT | (10) STOCKHOLDERS’ EQUITY At June 30, 2019 and December 31, 2018, the Company has 650,000,000 and 250,000,000 shares of par value $0.001 common stock authorized and 56,725,543 and 33,906,532 issued and outstanding, respectively. At June 30, 2019 and December 31, 2018, the Company has 10,000,000 shares of par value $0.001 preferred stock authorized and 500,000 issued and outstanding. Common Stock In the second quarter 2019, the Company issued 1,933,333 shares of common stock as an inducement for the extension of convertible debt, valued at $94,730. The Company issued 3,900,000 shares of common stock valued at $316,500 to settle $39,000 of convertible debt pursuant to the modification of terms to fixed conversion rate. The Company issued 3,333,333 shares of common stock in exchange for services valued at $239,333. The Company issued 5,000,000 shares of common stock in exchange for $50,000 in cash and $279,990 in fixed assets. The Company issued 386,589 shares of common stock in exchange for one-half of the first year rent on the Company’s corporate office, valued at $26,520. The Company issued 1,247,449 shares of common stock in exchange for $67,124 in cash. In the first quarter 2019, the Company issued 1,713,307 shares of common stock as a commitment fee for its equity line of credit, valued at $90,000. The Company issued 5,305,000 shares of common stock valued at $300,885 to settle $18,568 of convertible debt pursuant to the modification of terms to fixed conversion rate. In the fourth quarter 2018, the Company issued 10,000,000 shares of common stock to the Company’s principal officer to settle $100,000 of accrued payroll for him. The Company issued 4,625,000 shares of common stock valued at $289,375 to settle $16,187 of convertible debt and recorded a loss of $273,188. In the third quarter 2018 the Company issued 750,000 shares of common stock in exchange for services valued at $18,750. The Company issued 764,205 shares of common stock valued at $19,769 to settle $7,102 of convertible debt and recorded a loss of $12,767. The Company issued 5,111,000 shares of common stock in exchange for $27,220 in cash. The Company repurchased and retired 1,546,727 shares of common stock for $34,000 in cash under a settlement agreement with a convertible note holder. In the second quarter 2018 the Company issued 650,000 shares of common stock in exchange for services valued at $59,000. The Company issued 3,349,783 shares of common stock valued at $266,729 to settle $94,226 of convertible debt. The CEO of the Company and his spouse contributed 22,000,000 shares of common stock valued at $3,140,000 to the Company which cancelled the shares, pursuant to a request from OTC Markets as part of the approval to list the common stock on the OTCQB. In the first quarter 2018 the Company issued 100,000 shares of common stock in exchange for services valued at $22,600. The Company issued 340,000 shares of common stock valued at $85,000 as a debt inducement. The Company issued 1,155,829 shares of common stock valued at $216,140 to settle $16,528 of convertible debt and 50,898 shares of common stock valued at $9,518 upon the cash-less exercise of a warrant. Preferred stock The rights and privileges of the Series A preferred stock are solely as a “super voting” stock, whereby each one share of Series A holds votes amounting to the equivalent of 100,000 shares of common stock. Therefore, the 500,000 shares of Series A issued and outstanding hold aggregate votes equal to 500,000,000 common shares. The Series A shares have no dividend rights, no liquidation preferences, are not transferable and can be redeemed by the holder for $5,000 in cash from the Company for the entire 500,000 share block at the holder’s option. |
NOTE 11 - COMMITMENTS AND CONTI
NOTE 11 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
(11) - COMMITMENTS AND CONTINGENCIES | (11) COMMITMENTS AND CONTINGENCIES a) Real Property Leases The Company leases 7 (seven) restaurant spaces and its corporate office from unrelated parties. Rent expense paid was $111,509 and $209,038 and $211,294 and $102,188 for the three and six months ended June 30, 2019 and 2018. Future minimum lease payments under these real property lease agreements are as follows: For the Year Ending December 31, ESSE IBE IBA IBWS IBCH IBCS IPL 2019 (6 months) $ 8,000 $ 5,600 $ 37,398 $ 51,322 $ 33,739 $ 31,800 $ 31,807 2020 $ - $ - $ 77,038 $ 102,643 $ 69,501 $ 65,400 $ 64,690 2021 $ - $ - $ 25,931 $ 102,643 $ 23,394 $ 67,200 $ 66,151 2022 $ - $ - $ - $ 104,354 $ - $ 69,000 $ 67,648 2023 $ - $ - $ - $ 112,908 $ - $ 70,800 $ 69,183 Thereafter $ - $ - $ - $ 206,997 $ - $ 354,000 $ 235,757 Total minimum lease payments $ 8,000 $ 5,600 $ 140,367 $ 680,867 $ 126,634 $ 658,200 $ 535,236 WCVC Total 2019 (6 months) $ 13,260 $ 212,925 2020 $ 26,520 $ 405,792 2021 $ 13,260 $ 298,579 2022 $ - $ 241,002 2023 $ - $ 252,891 Thereafter $ - $ 796,754 Total minimum lease payments $ 53,040 $ 2,207,943 ESSE: El Senor Sol - Evergreen; IBE: Illegal Burger - Evergreen; IBA: Illegal Burger - Arvada; IBWS - Illegal Burger - Writer Square; IBCH - Illegal Burger - Capital Hill; IBCS - Illegal Burger - CitiSet; IPL - Illegal Pizza - Lauderhill; WCVC - corporate office The Company’s leases for El Senor Sol B b) Other The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. c) Litigation On October 8, 2018, the creditor holding the First Amended Senior Secured Note from Illegal Burger, LLC filed suit in Broward County, Florida. The creditor is demanding $565,267 plus interest, costs and attorney fees. The Company expects to either negotiate a settlement agreement or to vigorously defend this action. This action is in the discovery phase. |
NOTE 12 - CONCENTRATIONS OF CRE
NOTE 12 - CONCENTRATIONS OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
(12) CONCENTRATIONS OF CREDIT RISK | (12) CONCENTRATIONS OF CREDIT RISK a) Cash The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balance in excess of FDIC insured limits at June 30, 2019 and December 31, 2018. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
(13) SUBSEQUENT EVENTS | (13) SUBSEQUENT EVENTS a) Convertible Notes - Variable Conversion In the third quarter 2019, the Company entered into five convertible notes in exchange for $437,400. Two of these notes mature in 9 months and three in one year. These notes carry an interest rates of 8% and 12% and one has a 10% Original issue Discount (OID). The OID will be recorded as a debt discount and amortized over the life of the loan. The notes convert into shares of the Company’s common stock at a price of 50%, 55% and 60% of the lowest trade price for the Common Stock during the 10 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $545,329, with a related debt discount of $378,536, and an immediate loss of $166,793. The Company paid off in cash two convertible notes in the amount of $303,834. d) Stockholder’s Equity In the third quarter 2019, the Company issued 100,000 shares of common stock valued at $5,450 as a debt inducement fee. The Company issued 7,005,246 shares of common stock valued at $281,651 to settle $80,320 of debt. The Company issued 1,537,246 shares of common stock valued at $32,282 for cash under a securities purchase agreement from October 2018. |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries. The Company has reflected the results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited condensed consolidated interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. |
Use of Estimates | b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 condensed unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying condensed unaudited consolidated financial statements involved the valuation of share-based compensation. |
Accounts Receivable | c) Accounts Receivable Accounts receivable is primarily the amount due from the merchant account processor of debit and credit card payments and amounts due from online delivery services; such as, UberEats, Door Dash, etc. |
Property and Equipment | d) Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Pre-opening Expenses | e) Pre-opening Expenses The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Condensed Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations. |
Operating Leases | f) Operating Leases Effective January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) which supersedes the lease accounting requirements in Accounting Standards Codification (ASC) 840, Leases Under Topic 842, we applied a dual approach to all leases whereby we are a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement. Regardless of classification, we record a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Our leases, for the premises we occupy for the Illegal Burger Arvada, Illegal Burger Writer Square, Illegal Burger Capital Hill and Illegal Burger CitiSet were classified as operating leases as of January 1, 2019. Our leases, for the premises we occupy for the Illegal Pizza Lauderhill and the new corporate office were classified as operating leases as of May 1, 2019 and June 1, 2019, respectively. Operating lease expense is recognized on a straight-line basis over the term of the lease. As a result of adopting this ASU, the Company has recorded a $26,866 effect on the financial statements for the six months ended June 30, 2019. We identify leases in our contracts if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. We do not allocate lease consideration between lease and non-lease components and record a lease liability equal to the present value of the remaining fixed consideration under the lease. Any interest rate implicit in our leases are generally not readily determinable. Accordingly, we use our estimated incremental borrowing rate at the commencement date of the lease to determine the present value discount of the lease liability. We estimate the incremental borrowing rate for each lease based on an evaluation of our expected credit rating and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the term of the lease. The right-of-use asset for each lease is equal to the lease liability, adjusted for unamortized initial direct costs and lease incentives. We exclude options to extend or terminate leases from the calculation of the lease liability unless it is reasonably certain the option will be exercised. |
Net Loss Per Share | g) Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended June 30, 2019 and 2018. |
Income Taxes | h) Income Taxes The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2017, 2016, and 2015 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Cash and Cash Equivalents | i) Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents. |
Financial Instruments and Fair Value Measurements | j) Financial Instruments and Fair Value Measurements ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): June 30, 2019 December 31, 2018 Level 3 - Embedded Derivative Liability $ 1,686,929 $ 201,891 Changes in Level 3 assets measured at fair value for the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 201,891 Initial valuation of new embedded derivatives 392,956 Extinguishment upon conversion or settlement 741,426 Change in fair value of derivatives 350,656 Balance, June 30, 2019 $ 1,686,929 |
Derivatives | k) Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | l) Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. |
Related Party Transactions | m) Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. |
Recent Accounting Pronouncements | n) Recent Accounting Pronouncements The Company recognizes revenue in accordance with ASU 2017-04 A |
Revenue Recognition | o) Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This new revenue recognition standard has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s condensed consolidated financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered. |
Inventories | p) Inventories Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market. |
Intangible Assets | q) Intangible Assets Intangible assets are being amortized using straight line method over the remaining life of the location lease term, generally five, seven or ten years. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Assets and liabilities measured at fair value | June 30, 2019 December 31, 2018 Level 3 - Embedded Derivative Liability $ 1,686,929 $ 201,891 |
Changes in Level 3 assets measured at fair value | Balance, December 31, 2018 $ 201,891 Initial valuation of new embedded derivatives 392,956 Extinguishment upon conversion or settlement 741,426 Change in fair value of derivatives 350,656 Balance, June 30, 2019 $ 1,686,929 |
NOTE 4 - FIXED ASSETS (Tables)
NOTE 4 - FIXED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | June 30, 2019 (unaudited) December 31, 2018 Beginning balance $ 484,842 $ 408,325 Additions: Equipment 288,692 95,558 Additions: Leasehold improvements 23,947 34,959 Landlord reimbursements - (54,000) Accumulated depreciation (280,221) (250,394) Ending Balance $ 517,260 $ 234,448 |
NOTE 9 - OPERATING LEASES (Tabl
NOTE 9 - OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Lease Expense | Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease expense $113,206 $189,487 |
Future Minimum Lease Payments | For the Year Ending December 31, ESSE IBE IBA IBWS IBCH IBCS IPL 2019 (6 months) $ 8,000 $ 5,600 $ 37,398 $ 51,322 $ 33,739 $ 31,800 $ 31,807 2020 $ - $ - $ 77,038 $ 102,643 $ 69,501 $ 65,400 $ 64,690 2021 $ - $ - $ 25,931 $ 102,643 $ 23,394 $ 67,200 $ 66,151 2022 $ - $ - $ - $ 104,354 $ - $ 69,000 $ 67,648 2023 $ - $ - $ - $ 112,908 $ - $ 70,800 $ 69,183 Thereafter $ - $ - $ - $ 206,997 $ - $ 354,000 $ 235,757 Total minimum lease payments $ 8,000 $ 5,600 $ 140,367 $ 680,867 $ 126,634 $ 658,200 $ 535,236 WCVC Total 2019 (6 months) $ 13,260 $ 212,925 2020 $ 26,520 $ 405,792 2021 $ 13,260 $ 298,579 2022 $ - $ 241,002 2023 $ - $ 252,891 Thereafter $ - $ 796,754 Total minimum lease payments $ 53,040 $ 2,207,943 |
NOTE 11 - COMMITMENTS AND CON_2
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | For the Year Ending December 31, ESSE IBE IBA IBWS IBCH IBCS IPL 2019 (6 months) $ 8,000 $ 5,600 $ 37,398 $ 51,322 $ 33,739 $ 31,800 $ 31,807 2020 $ - $ - $ 77,038 $ 102,643 $ 69,501 $ 65,400 $ 64,690 2021 $ - $ - $ 25,931 $ 102,643 $ 23,394 $ 67,200 $ 66,151 2022 $ - $ - $ - $ 104,354 $ - $ 69,000 $ 67,648 2023 $ - $ - $ - $ 112,908 $ - $ 70,800 $ 69,183 Thereafter $ - $ - $ - $ 206,997 $ - $ 354,000 $ 235,757 Total minimum lease payments $ 8,000 $ 5,600 $ 140,367 $ 680,867 $ 126,634 $ 658,200 $ 535,236 WCVC Total 2019 (6 months) $ 13,260 $ 212,925 2020 $ 26,520 $ 405,792 2021 $ 13,260 $ 298,579 2022 $ - $ 241,002 2023 $ - $ 252,891 Thereafter $ - $ 796,754 Total minimum lease payments $ 53,040 $ 2,207,943 |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details Narrative) | Oct. 04, 2017shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Shares issued to acquire NRG assets | 20,000,000 |
NOTE 2 - BASIS OF PRESENTATIO_4
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Level 3 - Embedded Derivative Liability | $ 1,686,929 | $ 201,891 |
Initial valuation of new embedded derivatives | 392,956 | |
Extinguishment upon conversion or settlement | 741,426 | |
Change in fair value of derivative | $ 350,656 |
NOTE 2 - BASIS OF PRESENTATIO_5
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Stock issued for services, value | $ 239,333 | $ 59,000 | |
Common stock equivalents | 0 | $ 0 | |
Cash equivalent instruments | $ 0 | $ 0 |
NOTE 3 - LIQUIDITY AND GOING _2
NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Note 3 - Liquidity And Going Concern Considerations | |||||||
Net loss | $ (1,185,514) | $ (1,122,481) | $ (938,984) | $ (698,099) | $ (2,307,995) | $ (1,637,083) | |
Accumulated deficit | (5,969,869) | (5,969,869) | $ (3,661,874) | ||||
Negative working capital | $ 4,600,000 | $ 4,600,000 |
NOTE 4 - FIXED ASSETS (Details)
NOTE 4 - FIXED ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Cost | $ 484,842 | $ 408,325 |
Additions: Equipment | 95,558 | |
Additions: Leasehold improvements | 34,959 | |
Landlord reimbursement | (54,000) | |
Accumulated Depreciation | (280,221) | (250,394) |
Ending Balance | $ 517,260 | $ 234,448 |
NOTE 4 - FIXED ASSETS (Details
NOTE 4 - FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 15,306 | $ 15,126 | $ 29,827 | $ 30,857 |
NOTE 5 - INTANGIBLE ASSETS (Det
NOTE 5 - INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Location intangible value | $ 125,000 | |||||||
Final franchise fee payment | $ 16,000 | |||||||
Trademark applicaiton fee | 2,025 | |||||||
Liquor license purchase | $ 1,698 | $ 5,286 | $ 4,300 | |||||
Amortization expenses of intangibles | $ 3,472 | $ 6,597 | $ 6,465 | $ 12,930 |
NOTE 6 - NET ACQUIRED LIABILI_2
NOTE 6 - NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Common stock issued for settlement of discontinued operations liabilities | $ 57,568 | $ 482,870 | $ 30,000 |
Common stock issued for settlement of discontinued operations liabilities, shares | 3,000,000 |
NOTE 7 - STOCKHOLDER LOAN (Deta
NOTE 7 - STOCKHOLDER LOAN (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Stockholder loan balance | $ 45,152 | $ 206,434 |
NOTE 8 - NOTES PAYABLE TO THI_2
NOTE 8 - NOTES PAYABLE TO THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Feb. 28, 2016 | Jan. 31, 2016 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | |
Note 8 - Notes Payable To Third Parties | |||||||
Future receivables sale agreements | $ 140,000 | $ 166,082 | |||||
Total payable balance under factoring agreement for future receivables | $ 154,770 | 333,488 | |||||
Settlement agreements | $ 35,000 | ||||||
Due on Settlement agreement | 3,644 | ||||||
Less current portion of Note payable | 692,879 | 820,689 | |||||
Monthly payment due on sale of future agreement | 12,000 | ||||||
Shares issued for settlement of convertible debt, shares | 3,000,000 | ||||||
Shares issued for settlement of convertible debt, value | $ 30,000 | ||||||
Convertible Note Payable | |||||||
Interest rate of convertible note | 4.00% | 10.00% | |||||
Convertible Notes | 250,276 | 517,962 | |||||
Convertible notes issued | $ 51,221 | 150,000 | 280,000 | $ 130,000 | |||
Promissory Note | |||||||
Third party note payable | $ 88,000 | 68,000 | $ 68,000 | $ 280,000 | |||
Total outstanding on unrelated party advance | $ 28,038 | $ 42,217 | |||||
Interest rate on unrelated party advance | 7.00% |
NOTE 9 - OPERATING LEASES - Fut
NOTE 9 - OPERATING LEASES - Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Total | $ 1,717,195 | |
Amount representing imputed interest | (462,152) | |
Total operating lease liability | 1,669,693 | |
Current portion of operating lease liability | 272,370 | |
Operating lease liability, non-current | $ 1,397,323 | $ 0 |
NOTE 9 - OPERATING LEASES - Ope
NOTE 9 - OPERATING LEASES - Operating Lease Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 113,682 | $ 189,487 |
NOTE 10 - STOCKHOLDERS' DEFIC_2
NOTE 10 - STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Preferred Stock | ||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, shares issued (in Shares) | 500,000 | 500,000 | 500,000 | |||||
Preferred stock, shares outstanding (in Shares) | 500,000 | 500,000 | 500,000 | |||||
Common Stock | ||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized (in Shares) | 650,000,000 | 650,000,000 | 250,000,000 | |||||
Common stock, shares issued (in Shares) | 56,725,543 | 56,725,543 | 33,906,532 | |||||
Common stock, shares outstanding (in Shares) | 56,725,543 | 56,725,543 | 33,906,532 | |||||
Shares issued for cash, amount | $ 1,537,246 | $ 27,220 | ||||||
Preferred stock issued in acquisition of Nixon | 500,000 | |||||||
Shares issued as debt inducement, Amount | $ 287,101 | $ 90,000 | 94,730 | $ 85,000 | ||||
Shares issued as debt inducement, Shares | 7,105,246 | |||||||
Shares issued in settlement of debt, Amount | $ 39,000 | $ 18,567 | $ 266,730 | $ 18,567 |
NOTE 11 - COMMITMENTS AND CON_3
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | 93 Months Ended | ||||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2025 | Dec. 31, 2025 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||
Rent expense | $ 111,509 | $ 211,294 | $ 209,038 | $ 102,188 | |||||||
Future minimum lease payment totals | $ 252,891 | $ 241,002 | $ 298,579 | $ 405,792 | $ 212,925 | $ 796,754 | $ 2,207,943 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 04, 2017 | Jan. 31, 2016 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsequent Events [Abstract] | ||||||||
Authorized Common Stock | 250,000,000 | 650,000,000 | ||||||
Shares issued for cash, amount | $ 1,537,246 | $ 27,220 | ||||||
Preferred stock issued in acquisition of Nixon | 500,000 | |||||||
Shares issued as debt inducement, Amount | $ 287,101 | $ 90,000 | 94,730 | $ 85,000 | ||||
Shares issued as debt inducement, Shares | 7,105,246 | |||||||
Shares of common stock to purchase existing fixed assets, amount | 20,000,000 | |||||||
Convertible Note Payable | ||||||||
Interest rate of convertible note | 4.00% | 10.00% | ||||||
Convertible Notes | $ 250,276 | 517,962 | ||||||
Convertible notes issued | $ 51,221 | $ 150,000 | $ 280,000 | $ 130,000 |