Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document And Entity Information | |
Entity Registrant Name | SPLASH BEVERAGE GROUP, INC. |
Entity Central Index Key | 0001553788 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Incorporation, State or Country Code | CO |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | |||||
Cash and cash equivalents | $ 380,000 | $ 42,639 | $ 938,040 | ||
Accounts Receivable, net | 484,858 | 11,430 | |||
Prepaid Expenses | 173,414 | 5,449 | |||
Inventory | 798,273 | 304,012 | |||
Other receivables | 90,919 | 7,132 | |||
Assets from discontinued operations | 316,572 | ||||
Total current assets | 2,244,036 | 370,662 | |||
Non-current assets: | |||||
Deposit | 77,686 | 34,915 | |||
Goodwill | 5,672,823 | ||||
Investment in Salt Tequila USA, LLC | 250,000 | ||||
Right of use asset, net | 80,479 | 162,008 | |||
Quart Vin License, net | 219,512 | ||||
Property and equipment, net | 681,352 | 37,729 | |||
Total non-current assets | 6,981,852 | 234,652 | |||
Total Assets | 9,225,888 | 605,314 | |||
Current Liabilities | |||||
Accounts payable | 1,521,818 | 703,905 | |||
Right of use liability - current | 57,478 | $ 57,478 | 81,502 | ||
Due to related parties | 368,904 | 429,432 | |||
Bridge loan payable, net | 2,200,000 | ||||
Related party notes payable | 1,333,333 | 1,505,100 | |||
Convertible bridge loan payable - current | 100,000 | 2,202,664 | |||
Notes payable, current portion | 999,736 | 875,000 | |||
Royalty payable | 0 | 39,000 | |||
Revenue financing arrangements | 0 | 45,467 | |||
Shareholder advances | 46,250 | ||||
Accrued interest payable | 442,748 | 1,604,498 | |||
Accrued interest payable - related parties | 546,362 | ||||
Liabilities from discontinued operations | 591,642 | ||||
Total Current liabilities | 5,415,659 | 10,279,180 | |||
Long-term Liabilities: | |||||
Notes Payable, net Of Current Portion | 1,240,044 | ||||
Right of use liability - noncurrent | 25,521 | 25,521 | 82,238 | ||
Related party notes payable - non-current | 666,667 | ||||
Liability to issue shares in APA | 1,980,000 | ||||
Total Long-term liabilities | 3,912,232 | 82,238 | |||
Total liabilities | 9,327,891 | 10,361,398 | |||
Common stock, (mezzanine shares) 12,605,283 shares, contingently convertible to notes payable at September 30, 2020 | 9,248,720 | ||||
Deficiency in stockholders' equity: | |||||
Common Stock, $0.001 par, 150,000,000 shares authorized, 60,574,873 and 44,021,382 shares issued 60,574,873 and 43,885,090 outstanding, at September 30, 2020 and December 31, 2019, respectively | 63,471 | 44,021 | |||
Additional paid-in capital | 52,175,541 | 22,095,403 | |||
Treasury Stock, $0.001 par, 136,292 shares at cost | (50,000) | ||||
Accumulated deficit | (61,589,735) | (31,845,506) | |||
Total deficiency in stockholders' Equity | (9,350,724) | (9,756,083) | (7,831,132) | ||
Total liabilities mezzanine shares and deficiency in stockholders' equity | $ 9,225,888 | 605,314 | |||
Canfield [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 23,315 | 6,980 | |||
Accounts Receivable, net | 309,622 | 300,993 | |||
Inventory | 30,559 | 41,695 | |||
Right-of-use asset | 18,718 | ||||
Total current assets | 382,214 | 349,668 | |||
Non-current assets: | |||||
Property and equipment, net | 43,845 | 58,627 | |||
Total Assets | 426,059 | 408,295 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 353,849 | 331,034 | |||
Line of credit | 69,534 | 66,181 | |||
Right of use liability - current | 18,718 | ||||
Due to related parties | 197,849 | 0 | |||
Current portion of long-term debt | 3,152 | 8,241 | |||
Total Current liabilities | 643,102 | 405,456 | |||
Long-term Liabilities: | |||||
Long-term debt | 2,064 | 5,498 | |||
Total Long-term liabilities | 2,064 | 5,498 | |||
Total liabilities | 645,166 | 410,954 | |||
Deficiency in stockholders' equity: | |||||
Preferred stock, no par value; 5,000,000 shares authorized; no shares issued and outstanding | |||||
Common Stock, $0.001 par, 150,000,000 shares authorized, 60,574,873 and 44,021,382 shares issued 60,574,873 and 43,885,090 outstanding, at September 30, 2020 and December 31, 2019, respectively | 345,515 | 245,515 | |||
Additional paid-in capital | 160,786 | ||||
Accumulated deficit | (725,408) | (248,174) | |||
Total deficiency in stockholders' Equity | (219,107) | (2,659) | |||
Total liabilities mezzanine shares and deficiency in stockholders' equity | 426,059 | 408,295 | |||
Copa Di Vino Corporation [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 145,415 | 62,898 | $ 62,898 | 52,495 | |
Accounts Receivable, net | 191,981 | 402,443 | 402,443 | 312,315 | |
Prepaid Expenses | 81,651 | 71,599 | 71,599 | 113,387 | |
Inventory | 563,989 | 499,741 | 499,741 | 740,820 | |
Total current assets | 983,036 | 1,036,681 | 1,036,681 | 1,219,017 | |
Non-current assets: | |||||
Goodwill | 0 | ||||
Property and equipment, net | 921,036 | 1,037,151 | 1,037,151 | 1,185,348 | |
License Agreement, net | 227,262 | 250,512 | 250,512 | 281,503 | |
Total non-current assets | 1,148,048 | ||||
Total Assets | 2,131,084 | 2,324,344 | 2,324,344 | 2,685,868 | |
Current Liabilities | |||||
Accounts payable | 1,175,472 | 1,244,764 | 1,244,764 | 1,139,560 | |
Accrued expenses | 381,305 | 415,958 | 415,958 | 401,585 | |
Line of credit | 44,755 | 49,000 | 49,000 | ||
Related party notes payable | 992,710 | 233,426 | 233,426 | 509,329 | |
Notes payable, current portion | 249,212 | 543,058 | 543,058 | 211,533 | |
Total Current liabilities | 2,843,454 | 2,486,206 | 2,486,206 | 2,262,007 | |
Long-term Liabilities: | |||||
Notes Payable, net Of Current Portion | 159,900 | 159,917 | 159,917 | 637,722 | |
Total liabilities | 3,003,354 | 2,646,123 | 2,646,123 | 2,899,729 | |
Deficiency in stockholders' equity: | |||||
Additional paid-in capital | 4,258,399 | 4,258,399 | 4,258,399 | 4,258,399 | |
Accumulated deficit | (5,152,751) | (4,612,613) | (4,612,613) | (4,504,695) | |
Total deficiency in stockholders' Equity | (872,270) | (321,779) | (321,779) | (213,861) | |
Total liabilities mezzanine shares and deficiency in stockholders' equity | 2,131,084 | 2,324,344 | 2,324,344 | 2,685,868 | |
Copa Di Vino Corporation [Member] | Voting Common Stock [Member] | |||||
Deficiency in stockholders' equity: | |||||
Common Stock, $0.001 par, 150,000,000 shares authorized, 60,574,873 and 44,021,382 shares issued 60,574,873 and 43,885,090 outstanding, at September 30, 2020 and December 31, 2019, respectively | 24,441 | 24,441 | 24,441 | 24,441 | |
Copa Di Vino Corporation [Member] | Non-voting Common Stock [Member] | |||||
Deficiency in stockholders' equity: | |||||
Common Stock, $0.001 par, 150,000,000 shares authorized, 60,574,873 and 44,021,382 shares issued 60,574,873 and 43,885,090 outstanding, at September 30, 2020 and December 31, 2019, respectively | $ 7,994 | $ 7,994 | $ 7,994 | $ 7,994 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Contingently convertible to notes payable shares | 12,605,283 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||
Common stock, shares issued | 63,471,129 | 44,021,382 | |||
Common stock, shares outstanding | 63,471,129 | 43,885,090 | |||
Treasury Stock cost | 100,000 | ||||
Treasury Stock par value | 0.001 | ||||
Accumulated depreciation | $ 37,532 | $ 51,029 | |||
Canfield [Member] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 11,813,200 | 11,477,200 | |||
Common stock, shares outstanding | 11,813,200 | 11,477,200 | |||
Preferred stock, no par value | |||||
Preferred stock, authorized shares | 5,000,000 | 5,000,000 | |||
Preferred stock, issued shares | |||||
Preferred stock, outstanding shares | |||||
Common stock, no par value | |||||
Accumulated depreciation | $ 95,488 | $ 92,907 | |||
Copa Di Vino Corporation [Member] | |||||
Accumulated depreciation | $ 1,821,771 | $ 1,693,479 | $ 1,520,132 | ||
Copa Di Vino Corporation [Member] | Voting Common Stock [Member] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | |
Common stock, shares issued | 24,440,945 | 24,440,945 | 24,440,945 | 24,440,945 | |
Common stock, shares outstanding | 24,440,945 | 24,440,945 | 24,440,945 | 24,440,945 | |
Copa Di Vino Corporation [Member] | Non-voting Common Stock [Member] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 7,993,802 | 7,993,802 | 7,993,802 | 7,993,802 | |
Common stock, shares outstanding | 7,993,802 | 7,993,802 | 7,993,802 | 7,993,802 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
NET SALES | |||||
Sales (net of returns) | $ 2,975,939 | $ 20,387 | |||
Cost of goods sold | (2,251,816) | (245,500) | |||
Gross margin | 724,123 | (225,113) | |||
Operating expenses: | |||||
Contracted services | 5,606,335 | 2,109,146 | |||
Salaries and wages | 7,925,609 | 1,078,730 | |||
Other selling, general and administrative | 4,346,836 | 1,006,603 | |||
Sales and marketing | 146,579 | 67,467 | |||
Total operating expenses | 18,025,359 | 4,261,946 | |||
Loss from operations | (17,301,236) | (4,487,059) | |||
Other income/ (expense): | |||||
Other Income | 17,786 | ||||
Interest income | 8 | 132 | |||
Interest expense | (1,980,871) | (665,195) | |||
Gain/Loss from debt extinguishment | 36,610 | 16,391 | |||
Total other income (expense) | (1,926,467) | (648,672) | |||
Provision for income tax | 0 | 0 | |||
Net loss from continuing operations | (19,227,703) | (5,135,731) | |||
Net income from discontinued operations, net of tax | (9,446,853) | 0 | |||
Net loss | $ (28,674,556) | $ (5,135,731) | |||
Net loss per share (basic and diluted) | |||||
Continuing operations | $ (0.35) | $ (0.13) | |||
Discontinued operations | (0.17) | 0 | |||
Net loss per share | $ (0.52) | $ (0.13) | |||
Weighted average number of common shares outstanding | 55,615,276 | 41,064,985 | |||
Canfield [Member] | |||||
NET SALES | |||||
Sales (net of returns) | $ 1,017,833 | $ 1,309,178 | |||
Cost of goods sold | (508,874) | (605,273) | |||
Gross margin | 508,959 | 703,905 | |||
Operating expenses: | |||||
Salaries and wages | 517,725 | 320,470 | |||
Professional fees | 193,797 | 59,625 | |||
Depreciation | 63,758 | 62,825 | |||
Other selling, general and administrative | 204,075 | 194,310 | |||
Total operating expenses | 979,355 | 637,230 | |||
Loss from operations | (470,396) | 66,675 | |||
Other income/ (expense): | |||||
Interest income | 501 | ||||
Interest expense | (8,376) | (5,715) | |||
Gain on sale of fixed assets | 1,037 | 7,246 | |||
Total other income (expense) | (6,838) | 1,531 | |||
Income (loss) before provision for income taxes | (477,234) | 68,206 | |||
Provision for income tax | |||||
Net loss | $ (477,234) | $ 68,206 | |||
Net loss per share (basic and diluted) | |||||
Net income (loss) per share applicable to common shareholders - basic | $ (0.04) | $ 0.01 | |||
Net income (loss) per share applicable to common shareholders - diluted | $ (0.04) | $ 0.01 | |||
Weighted average number of common shares outstanding - basic | 11,635,534 | 11,385,693 | |||
Weighted average number of common shares outstanding - diluted | 11,935,534 | 11,385,693 | |||
Copa Di Vino Corporation [Member] | |||||
NET SALES | |||||
Sales, net of allowances and discounts | $ 2,252,950 | $ 4,121,305 | $ 5,769,452 | $ 7,051,413 | |
Less federal excise taxes | (17,957) | (50,468) | 56,588 | 85,335 | |
Sales (net of returns) | 2,234,993 | 4,070,837 | 5,712,864 | 6,966,078 | |
Cost of goods sold | (1,698,407) | (2,833,284) | (3,654,539) | (4,327,396) | |
Gross margin | 536,586 | 1,237,553 | 2,058,325 | 2,638,682 | |
Operating expenses: | |||||
Total operating expenses | 987,914 | 1,475,089 | 1,994,522 | 2,817,205 | |
Loss from operations | (451,328) | (237,536) | 63,803 | (178,523) | |
Other income/ (expense): | |||||
Other Income | 3,000 | 14,139 | (77,711) | ||
Interest income | 547 | 7,074 | |||
Interest expense | (99,163) | (152,355) | (190,740) | (138,179) | |
Total other income (expense) | (99,163) | (148,808) | (169,527) | (215,890) | |
Income (loss) before provision for income taxes | (550,491) | (409,594) | (105,724) | (394,413) | |
Provision for income tax | 2,194 | 2,281 | |||
Net loss | $ (550,491) | $ (409,594) | $ (107,918) | $ (396,694) |
Consolidated Statement of Defic
Consolidated Statement of Deficiency in Stockholders' Equity - USD ($) | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2018 | $ 40,165 | $ (100,000) | $ 18,938,480 | $ (26,709,776) | $ (7,831,132) |
Beginning Balance, in Shares at Dec. 31, 2018 | 40,165,002 | 272,585 | |||
Issuance of Common stock for cash | $ 2,146 | 1,572,854 | 1,575,000 | ||
Issuance of Common stock for cash, in Shares | 2,146,601 | ||||
Issuance of Common stock for services | $ 1,709 | 1,252,914 | 1,254,623 | ||
Issuance of Common stock for services, in Shares | 1,709,785 | ||||
Issuance of series B convertible preferred stock | |||||
Issuance of series B convertible preferred stock, In shares | |||||
Issuance of Common stock from treasury | $ 50,000 | 49,900 | 99,900 | ||
Issuance of Common stock from treasury, in Shares | (136,292) | ||||
Warrants issued in connection with debt modification | 15,667 | 15,667 | |||
Share-based compensation | 265,589 | 265,589 | |||
Net loss | (5,135,730) | (5,135,730) | |||
Ending Balance at Dec. 31, 2019 | $ 44,021 | $ (50,000) | 22,095,403 | (31,845,506) | (9,756,083) |
Ending Balance, in Shares at Dec. 31, 2019 | 44,021,389 | 136,293 | |||
Issuance of common stock for convertible debt | 145,579 | 145,579 | |||
Incremental beneficial conversion for preferred A | 240,770 | (240,770) | |||
Issuance of warrants on convertible instruments | 11,999,415 | (828,903) | 11,170,512 | ||
Issuance of options | $ 181 | (181) | |||
Issuance of options, in shares | 180,936 | ||||
Issuance of Common stock for cash | $ 4,686 | 3,240,954 | 3,245,640 | ||
Issuance of Common stock for cash, in Shares | 4,686,006 | ||||
Issuance of Common stock for services | $ 2,670 | $ 50,000 | 5,292,350 | 5,345,020 | |
Issuance of Common stock for services, in Shares | 2,669,598 | (136,293) | |||
Issuance of common stock for acquisition | $ 11,913 | 9,161,251 | 9,173,164 | ||
Issuance of common stock for acquisition, in Shares | 11,913,200 | ||||
Net loss | (28,674,556) | (28,674,556) | |||
Ending Balance at Dec. 31, 2020 | $ 63,471 | $ 52,175,541 | $ (61,589,735) | $ (9,350,724) | |
Ending Balance, in Shares at Dec. 31, 2020 | 63,471,129 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Voting Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 243,515 | $ (316,380) | $ (72,865) | |
Beginning Balance, in Shares at Dec. 31, 2017 | 11,277,200 | |||
Common stock issued for cash | $ 2,000 | 2,000 | ||
Common stock issued for cash, in Shares | 200,000 | |||
Net income (loss) for the year | 68,206 | 68,206 | ||
Ending Balance at Dec. 31, 2018 | $ 245,515 | (248,174) | (2,659) | |
Ending Balance, in Shares at Dec. 31, 2018 | 11,477,200 | |||
Common stock issued for cash | $ 100,000 | 100,000 | ||
Common stock issued for cash, in Shares | 336,000 | |||
Stock options granted and vested | 160,786 | 160,786 | ||
Net income (loss) for the year | (477,234) | (477,234) | ||
Ending Balance at Dec. 31, 2019 | $ 345,515 | $ 160,786 | $ (725,408) | $ (219,107) |
Ending Balance, in Shares at Dec. 31, 2019 | 11,813,200 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Deficits) (Unaudited) - USD ($) | Voting Common Stock | Non-Voting Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 24,441 | $ 7,994 | $ 4,258,399 | $ (4,108,001) | $ 182,833 |
Beginning Balance, in Shares at Dec. 31, 2017 | 24,440,945 | 7,993,802 | |||
Net loss | (396,694) | (396,694) | |||
Ending Balance at Dec. 31, 2018 | $ 24,441 | $ 7,994 | 4,258,399 | (4,504,695) | (213,861) |
Ending Balance, in Shares at Dec. 31, 2018 | 24,440,945 | 7,993,802 | |||
Net loss | (107,918) | (107,918) | |||
Ending Balance at Dec. 31, 2019 | $ 24,441 | $ 7,994 | 4,258,399 | (4,612,613) | (321,779) |
Ending Balance, in Shares at Dec. 31, 2019 | 24,440,945 | 7,993,802 | |||
Net loss | (550,491) | (550,491) | |||
Ending Balance at Sep. 30, 2020 | $ 24,441 | $ 7,994 | $ 4,258,399 | $ (5,163,104) | $ (872,270) |
Ending Balance, in Shares at Sep. 30, 2020 | 24,440,945 | 7,993,802 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | |||||
Net loss | $ (28,674,556) | $ (5,135,731) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 113,299 | 9,334 | |||
Amortization of right-of-use Asset | 81,529 | 53,194 | |||
Gain from debt extinguishment | (16,391) | ||||
Non-cash interest expense | (1,790,438) | 15,667 | |||
Share-based compensation | 2,329,280 | 1,620,092 | |||
Liability to issue shares in APA | 1,980,000 | ||||
Non-cash acquisition costs | 3,578,212 | ||||
Other noncash changes | 197,609 | 360,923 | |||
Changes in working capital items: | |||||
Accounts receivable | (385,297) | (11,428) | |||
Inventory | (220,310) | (27,224) | |||
Prepaid expenses and other current assets | (251,752) | (1,233) | |||
Deposits | (31,535) | (20,513) | |||
Accounts payable and accrued expenses | (64,364) | (127,167) | |||
Royalty payable | (39,000) | 17,938 | |||
Accrued Interest payable | 82,326 | 604,211 | |||
Net cash used in operating activities | (21,316,556) | (2,658,328) | |||
Net cash used in operating activities - discontinued operations | (9,794) | ||||
Cash Flows From Investing Activities: | |||||
Capital Expenditures | (91,066) | (12,552) | |||
Investment in Salt Tequila USA, LLC | (250,000) | ||||
Cash used for Copa acquisition | (500,000) | ||||
Net cash acquired in merger | 72,442 | ||||
Net cash used in investing activities | (768,624) | (12,552) | |||
Net cash used in investing activities - discontinued operations | (11,628) | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from issuance of Common stock | 20,182,503 | 1,575,000 | |||
Repayment of shareholder advance | (46,250) | ||||
Cash advance from shareholder | 153,582 | ||||
Proceeds from issuance of debt | 2,439,472 | 130,000 | |||
Principal repayment of debt | (31,641) | ||||
Reduction of ROU Liability | (80,741) | (51,462) | |||
Net cash provided by financing activities | 22,494,984 | 1,775,479 | |||
Net cash used in investing activities - discontinued operations | |||||
Net Change in Cash and Cash Equivalents | 388,381 | (895,401) | |||
Cash and Cash Equivalents, beginning of year | $ 42,639 | $ 938,040 | 42,639 | 938,040 | |
Cash and Cash Equivalents, end of period | 380,000 | 42,639 | $ 938,040 | ||
Supplemental Disclosure of Cash Flow Information: | |||||
Cash paid for interest | 23,851 | ||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||
Notes payable and accrued interest converted to common stock (12,605,283 shares) | 9,248,720 | ||||
Canfield [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net loss | (477,234) | 68,206 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Gain on disposal of fixed assets | (1,037) | (7,246) | |||
Depreciation and amortization | 63,758 | 62,825 | |||
Share-based compensation | 160,786 | 0 | |||
Changes in working capital items: | |||||
Accounts receivable | (8,629) | (149,731) | |||
Inventory | 11,136 | (16,486) | |||
Increase in accounts payable and accrued liabilities | 22,815 | 104,824 | |||
Net cash used in operating activities | (228,405) | 62,392 | |||
Cash Flows From Investing Activities: | |||||
Proceeds from sale of fixed assets | 6,446 | 8,064 | |||
Purchase of property and equipment | (54,385) | (75,633) | |||
Net cash used in investing activities | (47,939) | (67,569) | |||
Cash Flows From Financing Activities: | |||||
Repayment of shareholder advance | (78,701) | 0 | |||
Net borrowings (payments) on line of credit | 3,353 | 3,803 | |||
Proceeds from officer | 276,550 | ||||
Payments on long-term debt | (8,523) | (11,567) | |||
Proceeds from sales of common stock | 100,000 | 2,000 | |||
Net cash provided by financing activities | 292,679 | (5,764) | |||
Net Change in Cash and Cash Equivalents | 16,335 | (10,941) | |||
Cash and Cash Equivalents, beginning of year | 23,315 | 6,980 | 23,315 | 6,980 | 17,921 |
Cash and Cash Equivalents, end of period | 23,315 | 6,980 | |||
Supplemental Disclosure of Cash Flow Information: | |||||
Cash paid for interest | 8,376 | 5,715 | |||
Cash paid for taxes | |||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||
Recognition of right-of use asset and lease liability | 43,677 | ||||
Amortization of right-of-use asset | 24,959 | ||||
Copa Di Vino Corporation [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net loss | (550,491) | (409,594) | (107,918) | (396,694) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 151,792 | 153,936 | 204,338 | 205,393 | |
Inventory lower of cost or net realizable value adjustment | 149,994 | ||||
Changes in working capital items: | |||||
Accounts receivable | 210,462 | 406,475 | (90,128) | 311,608 | |
Inventory | (64,248) | 229,001 | 241,079 | (98,339) | |
Prepaid expenses | (10,052) | 46,624 | 41,788 | 114,581 | |
Accounts payable | (55,513) | 236,545 | 105,204 | (436,007) | |
Accrued liabilities | (48,432) | (196,479) | 14,373 | (16,872) | |
Net cash used in operating activities | (366,482) | 466,508 | 408,736 | (166,336) | |
Cash Flows From Investing Activities: | |||||
Purchase of property and equipment | (12,177) | (28,791) | (25,150) | (3,831) | |
Net cash used in investing activities | (12,177) | (28,791) | (25,150) | (3,831) | |
Cash Flows From Financing Activities: | |||||
Proceeds from related party notes payables | 1,304,996 | 612,030 | 808,418 | 1,089,390 | |
Repayments of related party payable | (545,712) | (1,086,895) | (1,084,321) | (572,007) | |
Advances on line of credit | 98,000 | 213,500 | 359,500 | 60,000 | |
Payments on line of credit | (102,245) | (165,949) | (310,500) | (66,805) | |
Proceeds from notes payable | 170,355 | ||||
Principal payments of notes payable | (464,218) | (146,280) | (308,737) | ||
Net cash provided by financing activities | 461,176 | (396,393) | (373,183) | 201,841 | |
Net Change in Cash and Cash Equivalents | 82,517 | 10,403 | 10,403 | 31,674 | |
Cash and Cash Equivalents, beginning of year | 62,898 | 52,495 | $ 62,898 | 52,495 | 20,821 |
Cash and Cash Equivalents, end of period | 145,415 | 62,898 | 62,898 | 52,495 | |
Supplemental Disclosure of Cash Flow Information: | |||||
Cash paid for interest | 81,105 | 90,921 | 212,817 | 130,625 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||
License agreements obtained with notes payable | $ 309,912 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations Splash Beverage Group (“SBG”), f/k/a Canfield Medical Supply, Inc. (the “CMS”), was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado on April 18, 2012. CMS is in the business of home health services, primarily the selling of durable medical equipment and medical supplies to the public, nursing homes, hospitals and other end users. On December 31, 2019, CMS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SBG Acquisition Inc. (“Merger Sub”), a Nevada Corporation wholly-owned by CMS, and Splash Beverage Group, Inc. a Nevada corporation (“Splash”) pursuant to which Merger Sub merged with and into Splash (the “Merger”) with Splash as the surviving company and a wholly-owned subsidiary of CMS. The Merger was consummated on March 31, 2020. As the owners and management of Splash have voting and operating control of CMS following the Merger, the Merger transaction was accounted for as a reverse acquisition (that is with Splash as the acquiring entity), followed by a recapitalization. As part of the recapitalization, previously issued shares of SBG preferred stock have been reflected as shares of common stock that were received in the Merger. These common shares have been retrospectively presented as outstanding for all periods. Splash specializes in the manufacturing, distribution, and sales & marketing of various beverages across multiple channels. Splash operates in both the non-alcoholic and alcoholic beverage segments. Additionally, Splash operates its own vertically integrated B-to-B and B-to-C E-commerce distribution platform called Qplash, further expanding its distribution abilities and visibility. On July 2, 2020, CMS received a Certificate of Good Standing from the State of Colorado. This certificate allowed us to change our name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc. a Colorado company. On July 31, 2020, we received approval from FINRA to change the Company’s name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc. Our new ticker symbol is SBEV. On December 24, 2020, SBG consummated an Asset Purchase Agreement(the “APA”) with Copa di Vino Corporation (“CdV”), to purchase certain assets and assume certain liabilities that comprise the Copa di Vino business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash (“Cash Consideration”), $2,000,000 convertible promissory note (the “Convertible Note”) to Seller and a variable number of shares of the Company’s common stock based on a attainment of revenue hurdles. CdV is one of the leading producers of premium wine by the glass in the United States with its primary offices and facilities in The Dalles, Oregon. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation These consolidated financial statements include the accounts of Splash Beverage Group and its wholly owned subsidiaries, Holdings and Splash Mex, in addition to the accounts of the CMS from March 31, 2020, and Copa from December 1, 2020 the merger/acquisition effective date. All intercompany balances have been eliminated in consolidation. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements have been prepared by us. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the year ended December 31, 2020 and 2019 have been made. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Concentration of Cash Balance We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, 2020 and 2019. Our cash in bank deposit accounts, at times, may exceed federally insured limits of $250,000. At December 31, 2020 we had bank accounts over the federally insured limits by approximately $29,300. Our bank deposit accounts in Mexico ($2,400) are uninsured. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At December 31, 2020 and 2019, our accounts receivable amounts are reflected net of allowances of $0 and $11,430, respectively. Inventory Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at December 31, 2020 and 2019 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $366,109 and $150,974 at December 31, 2020 and 2019, respectively. Excise taxes The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold. Property and Equipment We record property and equipment at cost when purchased. Depreciation is recorded for property, equipment, leasehold improvements, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3-39 years. Company management reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Depreciation expense totaled $55,616 and $19,781 for the year ended December 31, 2020 and 2019, respectively. Property and equipment as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Property and equipment, at cost 718,884 88,758 Accumulated depreciation (37,532 ) (51,029 ) Property and equipment, net 681,352 37,729 Licensing Agreements The initial amount of the TapouT agreement as entered into by one of the founders prior to the Company’s assumption in 2013 was $4,000,000 to be paid over several years pursuant to a guaranteed minimum royalty agreement. Royalty costs incurred under the agreements, guaranteed minimum royalty amounts, are expensed as incurred. We have not made any payments to Salt Tequila USA, LLC under the licensing agreement due to the immaterial level of our sales to date from the brand. In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire. Amortization will be approximately $31,000 annually until the license agreement is fully amortized. The asset is being amortized over a 10 year useful life. Fair Value of Financial Instruments Financial Accounting Standards (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The liabilities and indebtedness presented on the consolidated financial statements approximate fair values at December 31, 2020 and 2019, consistent with recent negotiations of notes payable and due to the short duration of maturities. Convertible Instruments U.S. GAAP requires the bifurcation of certain conversion rights contained in convertible indebtedness and account for them as free standing derivative financial instruments according to certain criteria. This criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. When bifurcation is required, the embedded conversion options are bifurcated from the convertible note, resulting in the recognition of discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. With respect to convertible preferred stock, we record a dividend for the intrinsic value of conversion options embedded in preferred securities based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers. We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Distribution expenses to transport our products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Cost of Goods Sold Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, “ Compensation - Stock Compensation” Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740, “ Income Taxes” Company management assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no material uncertain tax positions at December 31, 2020 and 2019. Net loss per share The net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive. 2020 2019 Numerator Net loss from continuing applicable to common shareholders $ (19,227,703 ) $ (5,135,731 ) Net loss from discontinued applicable to common shareholders $ (9,446,853 ) $ - Denominator Weighted average number of common shares outstanding 55,615,276 41,064,985 Net loss per share from continuing operations (basic diluted) $ (0.35 ) $ (0.13 ) Net income per share from discontinued operations (basic diluted) $ (0.17 ) $ - Weighted average number of shares outstanding excludes anti-dilutive common stock equivalents, including warrants to purchase 3 million shares of common stock for nominal consideration. Advertising We conduct advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $146,579 and $4,767 for the years ended December 31, 2020 and 2019, respectively. Related Parties We are indebted to certain members of our Board of Directors at December 31, 2020 and 2019. Transactions between us and the Board members are summarized in Notes 4 and 8. Goodwill Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results. During 2020, the company recorded an impairment charge associated with the CMS acquisition. See Note 17. Long-lived assets The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. Recent Accounting Pronouncements In June 2016, that FASB issued ASU 2016-13, “ Financial Instruments – Credit Losses Management is currently assessing the new standard but does not believe that it would have a material effect. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. | ||
Canfield [Member] | |||
Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Canfield Medical Supply, Inc. (the “Company”), was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado on April 18, 2012. The Company is in the business of home health services, primarily the selling of durable medical equipment and medical supplies to the public, nursing homes, hospitals and other end users. Effective June 21, 2019 WesBev LLC, a Nevada limited liability company ("WesBev"), acquired 8,000,000 shares of common stock from Michael J. West, a founder, director and former principal shareholder of the Company, consisting of approximately 69.7% of the issued and outstanding shares of the Company at the time of the purchase. As part of his agreement with WesBev, Mr. West undertook to appoint or cause the appointment of up to three persons nominated by WesBev to the board of directors of the Company. Effective June 21, 2019 the Company sold 336,000 shares of common stock to WesBev for $100,000. Following these stock purchases WesBev beneficially owns 8,336,000 shares, or approximately 71% of the issued and outstanding shares of the Company and may be deemed to be in control of the registrant. On December 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SBG Acquisition Inc. (“Merger Sub”), a Nevada Corporation wholly-owned by the Company, and Splash Beverage Group, Inc. a Nevada corporation (“Splash”) pursuant to which Merger Sub shall be merged with and into Splash (the “Merger”) with Splash as the surviving company and a wholly-owned subsidiary of the Company. The closing of the Merger shall take place on the first business day following satisfaction or waiver of the closing terms and conditions set forth in the Merger Agreement. Completion of the Merger is subject to customary closing terms and conditions including, among others: ● the adoption of the Merger Agreement by Splash’s stockholders; ● the representations and warranties of the respective parties being true and correct in all material respects as of the closing day of the Merger; ● since June 1, 2019 through the closing of the Merger, Splash shall have raised from the aggregate sale of its equity securities not less than $1,500,000 which shall be available or was utilized for inventory purchases, reductions to accounts payable and for other general working capital purposes; ● on the closing of the Merger liabilities of Splash debt shall not exceed $500,000; ● Splash shall have entered into note conversion agreements with substantially all holders of its debt pursuant to which such debt is converted into shares Splash’s common stock at a conversion price of $1.00 per share; ● designated shareholders of Splash shall have entered into lock-up/leak out agreements by which they will agree to restrict post-Merger sales of Canfield securities for a period of up to one year following the Merger, as more particularly described within the Merger Agreement; ● the Company and Michael West, the Company’s former Chief Executive Officer, and a current director, shall have entered into a Business Transfer and Indemnity Agreement pursuant to which all operations, assets and liabilities of the Company’s home health services business shall be transferred and conveyed to Mr. West or an entity designated by Mr. West in exchange for his indemnifying the Company for certain liabilities and claims; ● the Company shall not have any liabilities exceeding $50,000 in the aggregate; ● the Company’s directors and officers shall have tendered their resignations; ● Robert Nistico, Chief Executive Officer of Splash, shall be appointed as chief executive officer of the Company; and ● the composition of the Company’s board of directors shall be as set forth in the Merger Agreement. As of the date of this annual report, all conditions to closing have been completed, except for the fourth, and the seventh through eleventh bulleted conditions listed above. The items listed in the seventh, ninth and tenth bulleted conditions above have been finalized, but will not be delivered until the closing date. Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts Receivable The majority of the Company’s revenues are received from Medicare, Medicaid, and private insurance companies. As such, the Company records revenues at allowable amounts, net of estimated allowances and discounts based on contracted prices and historical collection rates. The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 30, 2019 and December 31, 2018, the Company has determined that no allowance for doubtful accounts is necessary. Property and Equipment Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life. Inventory The Company carries inventory of durable medical equipment and medical supplies for resale. Inventory is accounted for on a first–in first-out basis. Inventory consists of the following: December 31, 2019 December 31, 2018 Durable medical equipment $ 22,759 $ 33,570 Medical supplies 249 1,076 Enteral 7,551 7,049 TOTALS $ 30,559 $ 41,695 Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 " Revenue Recognition The Company’s primary source of revenue is reimbursement from Medicare, Medicaid, and private insurance companies for the procurement and sale of medical equipment and supplies to patients. The amount of revenue earned from each classification as a percent of total revenues is as follows: December 31, 2019 2018 Medicare 19 % 29 % Medicaid 7 % 9 % Private pay/private insurance 73 % 58 % Other 1 % 4 % Total 100 % 100 % Advertising Costs Advertising costs are expensed as incurred. The Company had advertising costs during the years ended December 31, 2019 and 2018 of $13,453 and $18,129, respectively. Income Tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided for using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Through February 2012, the Company was an S-Corporation for income tax purposes, and therefore a pass-through entity paying no income tax at the corporate level. The Company had no material loss carryforwards as of December 31, 2011. Included in the Company’s accumulated deficit from February 2012 forward is approximately $99,000 in undistributed S-Corporation losses. At December 31, 2019 and 2018 the Company had net operating loss carryforwards (NOL’s) of approximately $462,000 and $144,000 respectively, which may be applied against future taxable income. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforwards that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect (2019 and 2018: 21% federal and 5% state) of the loss carryforwards of approximately $120,000 and $37,440 at December 31, 2019 and 2018, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in valuation allowance is approximately $82,560 and ($19,760) for the periods ended December 31, 2019 and 2018, respectively. The tax effect of remaining NOL’s and resulting deferred tax assets of $120,000 remain fully reserved by valuation allowance, due to continued uncertainty as to their utilization. Net Income (Loss) per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Year Ended Year Ended December 31, 2018 Numerator Net income (loss) applicable to common shareholders $ (477,234 ) $ 68,206 Denominator Weighted average common shares outstanding, basic 11,635,534 11,385,693 Stock options 300,000 — Weighted average common shares outstanding, diluted 11,935,534 11,385,693 Net Income per share - Basic $ (0.04 ) $ 0.01 Income per shares - Diluted $ (0.04 ) $ 0.01 Financial Instruments The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents. The Company places its cash and cash equivalents at well-known financial institutions, where at times, such balances may exceed FDIC insurance limits. The Company receives a significant amount of its revenues in reimbursements from Medicare and Medicaid through competitive bidding processes. There is no guarantee that the Company will be selected as a winning contract supplier under future bidding rounds. Other Selling, General and Administrative Expenses Other selling, general and administrative expenses included the following: December 31, 2019 2018 Rent $ 27,504 $ 27,504 Office expenses 25,765 40,727 Other SG&A 150,806 126,079 Total $ 204,075 $ 194,310 Long-Lived Assets In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. No impairment was noted during the years ended December 31, 2019 and 2018. Products and Services, Geographic Areas and Major Customers The Company’s business of medical supply sales constitutes one operating segment. All revenues each year were domestic and to external customers. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Lease (Topic 842),” | ||
Copa Di Vino Corporation [Member] | |||
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Nature of operations Basis of accounting and presentation Variable interests In determining whether an entity has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, the guidance requires a reporting entity to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed. The guidance also requires: (a) separate presentation on the face of the statement of financial position of certain assets and liabilities of a VIE, (b) disclosure of the significant judgments and assumptions made by an enterprise in its determination as to whether or not the enterprise is the primary beneficiary of a VIE, and (c) additional expanded disclosures regarding the enterprise’s involvement with a VIE. Use of estimates Cash and cash equivalents Accounts receivable Inventories, net Excise taxes During March 2014, the Company received a Notice of Proposed Assessment from the Department of Treasury for tax due and recorded an accrual of $173,659 based on the assessment. This amount is included in accrued liabilities as of September 30, 2020 and December 31, 2019. Excise tax laws state that when an assessment is made, the TTB can collect such tax by levy or by proceeding in court, for a period of 10 years after the assessment of the tax. The Company has not paid the assessment as of September 30, 2020. Property and equipment Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years Management reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. License agreements Revenue recognition The Company pays depletion allowances to the Company’s distributors based on their sales to their customers. The Company sets these allowances on a periodic basis and the Company’s distributors bill them back periodically. All depletion expenses associated with a given month are recognized in that month as a reduction of revenues. Revenue is recorded net of allowances and discounts, which were $152,504 and $281,698 for the nine-months ended September 30, 2020 and 2019, respectively. The Company also reimburses for samples used by distributors. Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. Samples expense was approximately $90 and $1,800 for the nine months ended September 30, 2020 and 2019, respectively. Advertising and promotion costs Shipping and handling costs Income taxes The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company recognized no uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the nine months period ended September 30, 2020 and 2019. The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return. Recent accounting pronouncements Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, which represents a significant change from the existing lease accounting model for lessees. Under the new guidance, for operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The new guidance is effective for calendar year 2022 for many nonpublic entities, with early adoption permitted. The Company is currently evaluating the effects of the adoption of the new guidance, but does not feel that there will be a material impact to the consolidated financial statements as a whole. Subsequent events The Company has performed an evaluation of subsequent events through January 29, 2021, which is the date these financial statements were available to be issued. | Note 1 – Summary of Significant Accounting Policies Nature of operations Basis of accounting and presentation Variable interests In determining whether an entity has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, the guidance requires a reporting entity to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed. The guidance also requires: (a) separate presentation on the face of the statement of financial position of certain assets and liabilities of a VIE, (b) disclosure of the significant judgments and assumptions made by an enterprise in its determination as to whether or not the enterprise is the primary beneficiary of a VIE, and (c) additional expanded disclosures regarding the enterprise’s involvement with a VIE. Use of estimates Cash and cash equivalents Accounts receivable Inventories, net Excise taxes During March 2014, the Company received a Notice of Proposed Assessment from the Department of Treasury for tax due and recorded an accrual of $173,659 based on the assessment. This amount is included in accrued liabilities as of December 31, 2019 and 2018. Excise tax laws state that when an assessment is made, the TTB can collect such tax by levy or by proceeding in court, for a period of 10 years after the assessment of the tax. The Company has not paid the assessment as of December 31, 2019. Property and equipment Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years Management reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. License agreements Revenue recognition The Company pays depletion allowances to the Company’s distributors based on their sales to their customers. The Company sets these allowances on a periodic basis and the Company’s distributors bill them back periodically. All depletion expenses associated with a given month are recognized in that month as a reduction of revenues. Revenue is recorded net of allowances and discounts, which were $411,600 and $340,700 for the years ended December 31, 2019 and 2018, respectively. The Company also reimburses for samples used by distributors. Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. Samples expense was approximately $48,400 and $68,600 for the years ended December 31, 2019 and 2018, respectively. Advertising and promotion costs Shipping and handling costs Income taxes The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company recognized no uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the year ended December 31, 2019. The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return. Recent accounting pronouncements Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, which represents a significant change from the existing lease accounting model for lessees. Under the new guidance, for operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The new guidance is effective for calendar year 2022 for many nonpublic entities, with early adoption permitted. The Company is currently evaluating the effects of the adoption of the new guidance, which may have significant impacts on the Company’s financial statements depending on the number of operating leases that exist as of the beginning of the earliest comparative period in the year of adoption. Subsequent events The Company has performed an evaluation of subsequent events through December 3, 2020, which is the date these financial statements were available to be issued. |
Management's Plan
Management's Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
Managements Plan | Note 2 – Management’s Plan The accompanying 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. In accordance with US GAAP, management evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements were available to be issued. The Company has incurred operating losses over the past several years and has an accumulated deficit of approximately $5.1 million at September 30, 2020, which has eroded the Company’s working capital position. Accounts payable more than 90 days past due was approximately $400,000 as of September 30, 2020 and certain vendor payables were converted to notes payable over the previous two years. The current portion of notes payable was approximately $156,000. After evaluating these factors, the Company determined there is substantial doubt about the ability of the Company to continue as a going concern. Subsequent to year-end 2019, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a public health emergency. There have been mandates from international, federal, state, and local authorities requiring forced closures of various schools, businesses and other facilities and organizations. The experienced closures and cancellations of events throughout the country are expected to continue to have an adverse impact on the Company’s sales and associated cash flows. In 2020, the Company obtained a Payroll Protection Program PPP loan in the amount of $159,900 through the Small Business Administration. The Company is also pursuing potential investment options, including the potential of a sale of substantially all of its assets. See Note 8. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund ongoing operations and increasing profitability. | Note 2 – Management’s Plan The accompanying 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. In accordance with US GAAP, management evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements were available to be issued. The Company has incurred operating losses over the past several years and has an accumulated deficit of approximately $4.6 million at December 31, 2019, which has eroded the Company’s working capital position. Accounts payable more than 90 days past due was approximately $500,000 as of December 31, 2019 and certain vendor payables were converted to notes payable over the previous two years. The current portion of notes payable was approximately $543,000. After evaluating these factors, the Company determined there is substantial doubt about the ability of the Company to continue as a going concern. Subsequent to year-end 2019, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a public health emergency. There have been mandates from international, federal, state and local authorities requiring forced closures of various schools, businesses and other facilities and organizations. While the closures and cancellations are expected to be temporary, the cancellation of events throughout the country are expected to have an adverse impact on the Company’s sales and gross profit margins. In 2020, the Company obtained a Payroll Protection Program PPP loan in the amount of $159,900 through the Small Business Administration. The Company is also pursuing potential investment options, including the potential of a sale of substantially all of its assets. See Note 9 for further discussion of the letter of intent received on July 26, 2020. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund ongoing operations and increasing profitability. |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
Inventories | Note 3 – Inventories Inventories consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Raw materials $ 247,095 $ 184,950 Finished goods 326,995 314,791 Total inventories $ 574,090 $ 499,741 | Note 3 – Inventories Inventories consist of the following at December 31, 2019 and 2018: 2019 2018 Raw materials $ 184,950 $ 319,906 Finished goods 314,791 420,914 Total inventories $ 499,741 $ 740,820 |
EQUIPMENT
EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
EQUIPMENT | Note 4 – Property and Equipment, net Property and equipment consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Leasehold improvements $ 1,005,673 $ 1,005,673 Machinery and equipment 1,487,063 1,486,213 Tanks 164,195 164,195 Furniture and fixtures 54,750 54,750 2,711,681 2,710,831 Less accumulated depreciation and amortization (1,816,743 ) (1,693,479 ) 894,938 1,017,352 Construction in progress 26,098 19,799 Total property and equipment, net $ 921,036 $ 1,037,151 Depreciation and amortization expense amounted to approximately $123,300 for the nine months ending September 31, 2020 and $173,300 for the years ended December 31, 2019. | Note 4 – Property and Equipment, net Property and equipment consist of the following at December 31, 2019 and 2018: 2019 2018 Leasehold improvements $ 1,005,673 $ 1,003,697 Machinery and equipment 1,486,213 1,479,139 Tanks 164,195 164,195 Furniture and fixtures 54,750 53,363 2,710,831 2,700,394 Less accumulated depreciation and amortization (1,693,479 ) (1,520,132 ) 1,017,352 1,180,262 Construction in progress 19,799 5,086 Total property and equipment, net $ 1,037,151 $ 1,185,348 Depreciation and amortization expense amounted to approximately $173,300 and $177,000 for the years ended December 31, 2019 and 2018, respectively. |
Canfield [Member] | ||
EQUIPMENT | NOTE 2. EQUIPMENT Property and equipment are recorded at cost and consist of the following: December 31, 2019 2018 Office equipment $ 2,934 $ 2,934 Vehicles 70,208 70,208 Wheelchair rental pool 66,191 78,392 Total property and equipment 139,333 151,534 Accumulated depreciation (95,488 ) (92,907 ) Net property and equipment $ 43,845 $ 58,627 Depreciation is computed using the straight-line method based upon estimated useful lives as follows: Office equipment 7 years Vehicles 5 years Wheelchair rental pool 13 months Depreciation for 2019 and 2018 was $63,758 and $62,825, respectively. The wheelchair rental pool consists of wheelchairs rented to customers over the shorter of the 13 month use period as mandated by Medicare and Medicaid, or the period over which the customer requires use of a wheelchair. At the end of the use period, the chair is either returned to the pool to be rented to another customer, or title of the chair is transferred to the customer. |
Going Concern
Going Concern | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going concern | Note 3 – Going Concern 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. Our business operations have not yet generated significant revenues, and we have sustained net losses of approximately $28.7 million during the year ended December 31, 2020 and have an accumulated deficit of approximately $61.6 million at December 31, 2020. In addition, we have current liabilities in excess of current assets of approximately $3.2 million at December 31, 2020. Further, we are in default on approximately $1.0 million of indebtedness, including accrued interest. Our ability to continue as a going concern in the foreseeable future is dependent upon our ability to generate revenues and obtain sufficient long-term financing to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to raise capital as needed and to generate revenues to satisfy our capital needs. No assurance can be given that we will be successful in these efforts. These factors, among others, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. | |
Canfield [Member] | ||
Going concern | NOTE 8. GOING CONCERN The Company has suffered losses from operations and has working capital and stockholders’ equity deficits. In all likelihood, the Company will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of selling medical supplies on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 4 – Debt Notes payable are generally nonrecourse and secured by all Company owned assets. Interest December 31, December 31, Notes Payable In October 2013, we entered into a short-term loan agreement with an entity in the amount of $25,000. The note matured and in March 2020 the full outstanding principal balance of $25,000 and unpaid accrued interest of $11,345 was converted into 234,767 shares of common stock. 7 % $ - $ 25,000 In February 2014, we entered into a 12-month term loan agreement with an individual in the amount of $200,000. The note included warrants for 66,146 shares of common stock at $0.73 per share. The warrants expired and were not exercised by February 28, 2017. The note matured and remains in default. 15 % 150,000 150,000 In March 2014, we entered into a 12-month term loan agreement with an individual in the amount of $500,000. The note included warrants for 681,461 shares of common stock at $0.92 per share. The warrants expired and unexercised by February 28, 2017. The note matured and in March 2020 the full outstanding principal balance of $500,000 and unpaid accrued interest of $373,065 was converted into 1,124,802 shares of common stock. 15 % - 500,000 In March 2014, we entered into a short-term loan agreement with an entity in the amount of $200,000. The note included warrants for 272,584 shares of common stock at $0.94 per share. The warrants expired and unexercised by February 28, 2017. The loans matured and remains in default. 8 % 200,000 200,000 In May 2020, we entered into a two year loan with an entity under the Paycheck Protection Program established by the CARES Act in the amount of $89,612. The note requires monthly payments of principal and interest starting in December 2020 and maturing in May 2020. We expect $73,167 of the loan amount to be forgiven in accordance with the CARES Act. 1 % 89,612 - In June 2020, we entered into a six-month loan with an individual in the amount of $100,000. The loans matured and remains in default. 12 % 100,000 - In August 2020, we entered into a nine-month loan with a company in the amount of $112,000. The loan requires 9 monthly payments of principal and interest in the amount of $12,246.66 with the final payment due May 2021. 4.8 % 62,719 - Notes payable for license agreements due in 36 monthly payments of $10,000, interest imputed at 10%, maturing in January 2021. N/A 59,212 - In December 2020, we entered into a 56 month loan with a company in the amount of $1,578,237. The loan requires variable payments and performance interest based on a percentage of revenue. Various 1,578,237 - $ 2,239,780 $ 875,000 Interest expense on notes payable was $50,592 and $105,966 for the years ended December 31, 2020 and 2019, respectively. Accrued interest was $271,533 and $581,693 at 31, 2020 and December 31, 2019, respectively. Concurrently with the consummation of the Merger with CMS, notes payable of $525,000 and accrued interest were converted to shares of Splash common stock, which were exchanged for Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. Pursuant to the terms of the conversion agreements, these investors have the right to rescind the common shares received and receive replacement notes payable if we fail to raise $9 million in a secondary initial public offering by September 30, 2020 (subsequently extended to April 30, 2021). As a result, these shares are classified as mezzanine equity in our consolidated balance sheet. See Note 18. Interest December 31, December 31, Related Parties Notes Payable During 2012, we entered into two 6-month term loan agreements with an entity, totaling $150,000. The notes included warrants for 68,146 shares of common stock at $0.73 per share which expired unexercised in 2017. The note matured and in March 2020 the full outstanding principal balance of $41,500 and unpaid accrued interest of $31,515 was converted into 98,726 shares of common stock. 7 % $ - $ 41,500 In March 2014, we entered into a $50,000 12-month term loan agreement. The note included warrants for 136,292 shares of common stock at $0.92 per share. The warrants expired unexercised on February 28, 2017. The note matured and in March 2020 the full outstanding principal balance of $50,000 and unpaid accrued interest of $24,145 was converted into 99,252 shares of common stock. 8 % - 50,000 During 2015, we entered into a 12-month term loan agreement with an individual in the amount $250,000. The note matured and in March 2020 the full outstanding principal balance of $250,000 and unpaid accrued interest of $101,850 was converted into 98,726 shares of common stock. 8 % - 250,000 In February 2012, we entered into a loan agreement with an officer of the Company in the amount of $100. On September 25, 2018 an additional $10,500 loan agreement was entered into. The note matured and in March 2020 the full outstanding principal balance of $10,600 and unpaid accrued interest of $1,189 was converted into 15,734 shares of common stock. 7 % - 10,600 During 2013, 2014, 2015, and 2016, we entered into several 12-month term loan agreements with an officer of the Company in the amounts of $57,000, $225,000, $105,000, and $9,000, respectively. The note matured and in March 2020 the full outstanding principal balance of $396,000 and unpaid accrued interest of $146,828 was converted into 727,344 shares of common stock. 7 % - 396,000 Interest December 31, December 31, Related Parties Notes Payable, continued During 2012, 2013, 2014, and 2016, we entered into 6-month term loan agreements with an officer of the Company in the amounts of $155,000, $210,000, $150,000 and $40,000, all respectively. The notes included warrants for issuances of 204,438 shares of common stock at $.092 per share. The warrants expired unexercised on March 1, 2017. The note matured and in March 2020 the full outstanding principal balance of $495,000 and unpaid accrued interest of $213,010 was converted into 942,504 shares of common stock. 7 % - 495,000 During 2013, 2014 and 2017, we entered into 12-month term loan agreements with an officer of the Company in the amounts of $60,000, $50,000 and $10,000. The note matured and in March 2020 the full outstanding principal balance of $120,000 and unpaid accrued interest of $50,305 was converted into 228,328 shares of common stock. 7 % - 120,000 During 2018, we entered into a long term note payable with an entity owned by an officer for $12,000 to be payable on July 10, 2020. The note matured and in March 2020 the full outstanding principal balance of $12,000 and unpaid accrued interest of $1,050 was converted into 17,407 shares of common stock. 12 % - 12,000 In December 2020, we entered into a 18 month loan with an individual in the amount of $2,000,000. The loan requires 18 monthly amortized payments of principal and interest in the amount of $144,444 with the final payment due June 2022. 2 % 2,000,000 - During 2019, we entered into a term note payable with an entity owned by an officer for $130,000 to be paid on August 8, 2019. The note matured and in March 2020 the full outstanding principal balance of $130,000 and unpaid accrued interest of $9,078 was converted into 182,525 shares of common stock. 12 % - 130,000 $ 2,000,000 $ 1,505,100 Interest expense on related party notes payable was $37,967 and $95,183 for the year ended December 31, 2020 and 2019, respectively. Accrued interest was $0 and $546,362 as of December 31, 2020 and December 31, 2019. Concurrently with the consummation of the Merger with CMS, notes payable of $1,505,100 and accrued interest were converted to shares of Splash common stock, which were exchanged for Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. Pursuant to the terms of the conversion agreements, these investors have the right to rescind the common shares received and receive replacement notes payable if we fail to raise $9 million in a secondary initial public offering by September 30, 2020 (subsequently extended to April 30, 2021). As a result, these shares are classified as mezzanine equity in our consolidated balance sheet. See Note 18. Interest September 30, December 31, Convertible Bridge Loans Payable In May 2015, we entered into a 3-month term loan agreement with an individual in the amount of $100,000. The annual interest rate for this bridge loan was 32% for the first 90 days, and 4% thereafter, compounded monthly. This loan matured and remains in default. See left $ 100,000 $ 100,000 In October 2015, we entered into a 3-month term loan agreement with two individuals in the amount of $25,000. On December 26, 2018, the outstanding principal and accrued interest of $14,388 was consolidated into a new $39,388 term loan due August 26, 2020. In March 2020 the full outstanding principal balance of $39,388 and unpaid accrued interest of $5,973 was converted into 59,694 shares of common stock. 12 % - 39,388 In June 2015, we entered into a 3-month term loan with two individuals in the amount of $100,000. On December 26, 2018, the outstanding principal amount of $100,000 and accrued interest of $64,307 was consolidated into a new $164,307 term loan due August 26, 2020. In March 2020 the full outstanding principal balance of $164,307 and unpaid accrued interest of $24,916 was converted into 249,013 shares of common stock. 12 % - 164,307 During 2016, 2017 and 2018, we entered into multiple loan agreements with an entity in varying amounts. On December 26, 2018, the outstanding principal of $235,500 and accrued interest of $155,861 was consolidated into a new $391,361 term due August 26, 2020. In March 2020 the full outstanding principal balance of $391,361 and unpaid accrued interest of $43,823 was converted into 435,184 shares of common stock. 12 % - 391,361 During 2016, we entered into 3-month term loan agreements with an individual totaling $20,000. The loan was extended to August 14, 2020. In March 2020 the full outstanding principal balance of $20,000 and unpaid accrued interest of $10,096 was converted into 41,336 shares of common stock. 9 % - 20,000 During 2014 through 2018, we entered into convertible promissory note agreements with various terms ranging from 90 days to 18 months at 18% interest with an entity which were consolidated into one loan at 12% in 2018 totaling $795,137 with a due date of August 26, 2020. In March 2020 the full outstanding principal balance of $795,137 and unpaid accrued interest of $89,037 was converted into 884,174 shares of common stock. 12 % - 795,137 During 2015 and 2016, we entered into a series of 3-month term convertible promissory note agreements at 18% interest with an entity which were consolidated into one loan at 12% in 2018 totaling $692,471 with a due date of August 26, 2020. In March 2020 the full outstanding principal balance of $692,471 and unpaid accrued interest of $77,541 was converted into 770,012 shares of common stock. 12 % - 692,471 $ 100,000 $ 2,202,664 Interest expense on the convertible bridge loans payable was $117,785 and $310,865 for the year ended December 31, 2020 and 2019, respectively. Accrued interest was $117,785 and $439,344 as of December 31, 2020 and December 31, 2019. On April 24, 2017, a note holder filed a complaint against the Company for a promissory note in default. The note holder is requesting summary judgment in the amount of $271,215. Concurrently with the consummation of the Merger, notes payable of $2,102,664 and accrued interest were converted to shares of Splash common stock, which were exchanged for Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. Pursuant to the terms of the conversion agreements, these investors have the right to rescind the common shares received and receive replacement notes payable if we fail to raise $9 million in a secondary initial public offering by September 30, 2020 (subsequently extended to April 30, 2021). As a result, these shares are classified as mezzanine equity in our consolidated balance sheet. See Note 18. Interest Revenue Financing Arrangements During August 2015, we entered into a 3-month term loan agreement with an entity in the amount of $50,000, with required daily payments of $999. we entered into two additional 3-month loan agreements with the entity in 2016 in the amounts of $60,000 and $57,000, with required daily payments of $928 and $713, respectively. The term loans have been paid. 10 % - 28,032 During November 2016, we entered into a short-term loan agreement with an entity in the amount of $55,000 with required daily payments of $1,299. The note was in default as of December 31, 2018. In 2019, we entered into a settlement agreement with monthly installment payments of $6,000. The loan was fully repaid in 2020. 12 % - 17,435 $ - $ 45,464 Interest expense on the revenue financing arrangements was $25,067 and $2,557 for the year ended December 31, 2020 and 2019, respectively. Accrued interest was $0 and $32,154 at December 31, 2020 and December 31, 2019. Bridge Loan Payable We issued a bridge loan in October 2018 for $2 million with a one-year maturity to GMA Bridge Fund LLC (“GMA”). This bridge loan contains a 10% administration fee of which the full $200,000 was accrued at December 31, 2019 and included in bridge loan payable, net. We incurred $271,670 of loan costs, which was fully amortized at December 31, 2019. Interest on the bridge loan was 0.5% monthly for the first six months and 0.75% monthly for the next six months. At the same time the debt was issued, we entered into a separate agreement in which GMA provided consulting services for one year (“Consulting Agreement”). We compensated GMA for the Consulting Agreement services by issuance of a warrant with a 5-year term to acquire 1,362,922 shares of our common stock at an exercise price of $0.01 per share. The warrant vested immediately. The value of the warrant, based on a Black-Scholes option pricing model, was $991,423 and was expensed in full in 2018. Interest expense on the bridge loan for the year ended December 31, 2020 and 2019 was $0 and $137,637 and accrued interest at December 31, 2020 and 2019 was $0 and $166,240. As part of GMA’s conversion agreement, we reissued the original warrants to purchase 1 million shares and granted additional warrants. To purchase 1 million shares. The value of the warrants based on a Black-Scholes option pricing model, was $1,657,805, and was expensed. Concurrently with the consummation of the Merger, the $2,500,000 note payable of was converted to shares of Splash common stock, which were exchanged for Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. Pursuant to the terms of the conversion agreements, GMA has the right to rescind the common shares received and receive replacement notes payable if we fail to raise $9 million in a secondary initial public offering by September 30, 2020 (subsequently extended to April 30, 2021). As a result, these shares are classified as mezzanine equity in our consolidated balance sheet. See Note 18 |
Licensing Agreement and Royalty
Licensing Agreement and Royalty Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Licensing Agreement and Royalty Payable | Note 5 – Licensing Agreement and Royalty Payable We have a licensing agreement with ABG TapouT, LLC (“TapouT”), providing us with licensing rights to the brand “TapouT” on energy drinks, energy shots, water, teas and sports drinks for beverages sold in the United States of America, its territories, possessions, U.S. military bases and Mexico. Under the terms of the agreement, we are required to pay a 6% royalty on net sales, as defined. In 2020 and 2019, we are required to make monthly payments of $45,000 and $39,000, respectively. There were no unpaid royalties at December 31, 2020. We paid the guaranteed minimum royalty payments of $540,000 and $468,000 for the years ended December 31, 2020 and 2019, which is included in general and administrative expenses. In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”)On February 16, 2018, the Copa di Vino entered into three separate license agreements with 1/4 Vin SARL, (1/4 Vin). 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire. Amortization will be approximately $31,000 annually until the license agreement is fully amortized. The asset is being amortized over a 10 year useful life. |
Income Taxes
Income Taxes | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | Note 16 – Income Taxes The Company has evaluated the positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in the future. Due to uncertainty to the Company’s ability to utilize its deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. At December 31, 2020, the Company’s net operating loss carryforward for Federal income tax purposes was $49,495,907, which will be available to offset future taxable income. If not used, these carry forwards will begin to expire in 2032, except for the net operating losses generated January 1, 2018 and after, which can be carried forward indefinitely. There was no income tax expense or benefit for the years ended December 31, 2020 and 2019 due to the full valuation allowance recorded. The reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows: 2020 2019 Federal Statutory Tax Rate 21.00 % 21.00 % Permanent Differences (4.63 %) (6.56 %) Change in Valuation Allowance (16.37 %) (14.44 %) Net deferred tax asset - - The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31 are as follows: 2020 2019 Deferred Tax Assets: Net Operating Losses $ 12,544,738 $ 5,887,022 Deferred Rent 380 1,381 Accrued Interest/Interest Expense Limitation 1,031,967 962,838 Total deferred tax assets 13,577,085 6,851,241 Deferred Tax Liabilities: Depreciation (179,561 ) (7,354 ) Total deferred tax liabilities (179,561 ) (7,354 ) Less: Valuation allowance (13,397,525 ) (6,843,887 ) Total Net Deferred Tax Assets $ - $ - The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The open tax years subject to examination with respect to the Company’s operations are 2015 through 2020. | |
Copa Di Vino Corporation [Member] | ||
Income Taxes | Note 7 – Provision for Income Taxes The provision for income taxes consists of the following for the year ended December 31, 2019 and 2018: 2019 2018 Current income tax expense State and local income taxes $ 2,194 $ 2,281 Provision for income taxes $ 2,194 $ 2,281 The income tax provision differs from the expense that would result from applying statutory tax rates to income before income taxes primarily because of permanent adjustments. The tax effect of temporary differences that give rise to the deferred tax asset (liability) is as follows at December 31, 2019 and 2018: 2019 2018 Deferred tax assets Net operating losses $ 778,700 $ 915,300 Accrued interest – stockholder note 28,200 29,600 Inventory adjustments 57,100 73,000 Other 400 200 Total deferred tax asset 864,400 1,018,100 Deferred tax liabilities Fixed asset basis (109,600 ) (112,500 ) Total deferred tax liability (109,600 ) (112,500 ) Valuation allowance (754,800 ) (905,600 ) Net deferred tax asset $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating losses and tax credit carryforwards. The net operating losses generated in years up to the year ending December 31, 2017 begin to expire in 2032. Net operating losses generated subsequent to 2017 do not expire. ASC Topic 740, Income Taxes Due to the Company’s recent history of operating losses, the Company believes the recognition of the deferred tax assets arising from the above mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance. As of December 31, 2019, management had not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation that would limit the use of the net operating losses under section 382 of the Internal Revenue Code. If the Company has experienced an ownership change at any time since its formation that triggered the rules under section 382, utilization of net operating loss carryforwards and other tax attributes generated before the change would be subject to an annual limitation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or other attributes before utilization. Management will continue to monitor this issue and will complete a Section 382 study prior to utilizing the Company’s net operating loss carryforwards. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Canfield [Member] | |
LONG-TERM DEBT | NOTE 5. LONG-TERM DEBT Long-term debt consists of the following vehicle loans, which are collateralized by their underlying vehicles with net carrying values exceeding the outstanding loan amounts : December 31, December 31, 3.53% installment note payable $352 monthly, including interest, through July 2019 $ — $ 2,782 3.79% installment note payable $299 monthly, including interest, through July 2021 5,216 8,532 2.99% installment note payable $350 monthly, including interest, through August 2019 — 2,425 Total 5,216 13,739 Less principal due within one year (3,152 ) (8,241 ) TOTAL LONG-TERM DEBT $ 2,064 $ 5,498 Principal payments due on long-term debt subsequent to December 31, 2019, are as follows: 2020 $ 3,152 2021 2,064 TOTAL $ 5,216 |
Deficiency in Stockholders' Equ
Deficiency in Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deficiency in Stockholders' Equity | Note 6 – Deficiency in Stockholders’ Equity Common Stock In 2019, we issued 1,846,078 shares of our common stock in exchange for services provided to us. The shares were valued at $0.73 per share. We recognized share-based compensation expense of $1,354,500, which is classified within the contracted services line on the Statement of Operations. In 2020, we issued 490,652 shares to an existing shareholder under a 3-year consulting agreement dated December 2019. The shareholder fulfilled his performance obligation in full and the board approved issuance of the shares. In 2020, we entered into multiple subscription and consulting agreements for $8,540,659 in exchange for 7,355,604 of our common stock. Private Placement Memorandum (PPM) Our Board of Directors has determined that it is in the best interests of the Corporation and its stockholders to obtain working capital by conducting a private placement offering of 2,727,272 shares of the common stock of the Company, $0.001 value per share at a purchase price of $1.10 per share for aggregate gross proceeds of $3,000,000. As part of the PPM, each purchaser will receive a warrant to purchase one share for every two shares purchased. We completed our PPM by issuing a total of 2,790,909 of shares with gross proceeds of $3,070,000. The shares listed in this section is already included in the 7.4 million shares listed within the Common Stock section of this note. Treasury Stock From time to time, we have repurchased shares from our shareholders. Since its inception, we have repurchased shares from our shareholders. To date, we have repurchased 1,226,630 shares, of which 817,753 have been retired. In connection with a 2018 consulting agreement, we were committed to issue the 408,877 shares held in treasury upon the occurrence of certain events or milestones. We issued 136,292 shares in July 2018, 136,292 shares in July 2019 and 136,292 shares on March 31, 2020. Warrant Issuance-Common Stock As part of the sale and issuance of 4,088,765 shares of our Series A Convertible Preferred Stock, we issued 4,088,765 warrants to purchase shares of our common stock at a price of $0.73 per share. The warrants had a five-year term and expired during 2019. As an incentive to convert their Series A preferred stock we issued 1,000,000 new warrants to purchase shares of SBG common stock at $0.18 per share. Concurrently with the consummation of the Merger, these warrants were exchanged for warrants to purchase 1,362,922 of Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. These warrants have a 3-year term. Warrant Issuance-Common Stock As part of the sale and issuance of 5,333,675 shares of our Series B Convertible Preferred Stock, we issued 2,666,839 warrants to purchase shares our common stock at a price of $1.10 per share. The warrants have a 5-year term. At December 31, 2020, there are 912,052 warrants outstanding. As part of the sale of 300,000 shares of common stock, we issued 975,000 warrants to purchase shares of our common stock at a price of $0.25 per share. These warrants have a 3-year term. During the third quarter of 2020, the holder exercised these warrants and received 975,000 shares of the Company’s common stock. | |
Canfield [Member] | ||
Deficiency in Stockholders' Equity | NOTE 6. STOCKHOLDERS’ EQUITY Common Stock In June 2019, the Company received net proceeds of $100,000 from the sale of 336,000 shares of no-par value common stock at $0.298 per share. In July 2018, the Company received net proceeds of $2,000 from the sale of 200,000 shares of no-par value common stock at $0.01 per share. 2019 Stock Options Granted On November 26, 2019, the Board granted stock options to each of two officers, one director, and one advisor . The options expire in five years from the issuance date, have an exercise price of $0.55, and were immediately vested and exercisable. . For the year ended December 31, 2019 Number of shares 300,000 Fair market value per share $ 0.54 Stock based compensation recognized $ 160,786 As of December 31, 2019, total unrecognized compensation remaining to be recognized in future periods totaled $0. The fair value of each option award above is estimated using the Black-Scholes option-pricing model with the following assumptions at the measurement date, which was deemed to be the November 26, 2019 grant date: Measurement date Dividend yield 0 % Expected volatility 314.95 % Risk-free interest rate 1.58 % Expected life (years) 2 Stock Price $ 0.55 Exercise Price $ 0.55 A summary of the activity for the Company's stock options is as follows: December 31, 2019 Shares Weighted Average Outstanding, beginning of year 0 $ 0 Granted 300,000 $ 0.55 Exercised 0 $ 0 Canceled 0 $ 0 Outstanding, end of year 300,000 $ 0.55 Weighted average fair value of options granted $ 0.55 |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payments | Note 7 – Share-Based Payments Warrant Issuance-GMA Consulting Services We issued 1,362,922 warrants to purchase shares of our common stock at $0.007 per share as part of our consulting agreement with GMA, at December 31, 2020, the weighted average life of the outstanding warrants is 2.75 years. The warrants entitle the holder to purchase one share per warrant of our common stock at a price of $0.01 per share during the five-year period commencing on October 2, 2018, or, if greater, the number of common shares with a market value equivalent to two percent of the enterprise value of the Company at an exercise price of $0.008 per share. As an incentive for GMA to convert their debt and accrued interest into shares of common stock, we retired the original 1,362,922 warrants and issued 2,725,844 pre-merger new warrants to purchase shares of our common stock at $0.18 per share. These warrants have a 3-year term starting March 31, 2020. Stock Plan We have adopted the 2012 Stock Incentive Plan for SBG (the “Plan”), which provides for the grant of common stock and stock options to employees. We have reserved 4,088,765 shares for issuance under the Plan. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of the grant and generally have a term of ten years. On December 7, 2019, our Board of Directors granted 1,124,410 options to certain employees and consultants. None of these options were exercised at December 31, 2020. As of December 31, 2020, the total number of options available for grant is 306,657 under this plan. We measure employee stock-based awards at the grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options, the expected life of the option, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock- based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of options granted. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. We recognized stock-based compensation expense of $265,589 for the year ended December 31, 2019. There was no unrecognized compensation cost related to stock option awards for the year ended December 31, 2020. Concurrently with the consummation of the Merger, options to purchase 825,000 SBG shares were converted to options to purchase 1,124,410 Splash Beverage Group, Inc. [Formerly known as Canfield Medical Supply, Inc.] shares. Weighted Options Exercise Outstanding - Beginning of 2019 - $ - Granted 1,124,410 $ 0.77 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2019 1,124,410 $ 0.77 Granted 2,634,500 $ 0.75 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2020 3,758,910 $ 0.76 Exercisable at December 31, 2020 3,758,910 $ 0.76 Weighted average grant date fair value of options during year 2,634,500 Weighted average duration to expiration of outstanding options at December 31, 2020 4.6 In August 2020, we adopted a new incentive plan. The 2020 Long-Term Incentive Compensation Plan (the “Plan”) is established by Splash Beverage Group, Inc., a Colorado corporation (the “Company”), to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights (“SARs”), Performance Units and Performance Bonuses to Eligible Employees and the grant of Nonqualified Stock Options, Restricted Stock Awards, SARs and Performance Units to Consultants and Eligible Directors, subject to the conditions set forth in the Plan. At December 31, 2020, the board approved the granting of 2,634,500 warrants were issued under this new plan. These warrants expire in 5 years. |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Parties | Note 8 – Related Parties During the normal course of business, we incurred expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables, net of $368,904 and $429,432 as of December 31, 2020 and 2019. The related party payable to the CEO bears no interest payable and is due on demand. There are related party notes payable of $2,000,000 outstanding as of December 31, 2020 as discussed in Note 4. | ||
Copa Di Vino Corporation [Member] | |||
Related Parties | Note 7 – Related Party Transactions The Company is related to Discover Development LLC and Drinx Tec Inc. through common ownership. Discover Development LLC 2020 (3 months) 45,000 2021 180,000 2022 180,000 2023 180,000 2024 180,000 Thereafter 45,000 Total $ 810,000 Amounts due to Discover Development LLC at September 30, 2020 and December 31, 2019 were $992,710 and $108,426, respectively. Interest charged by Discover Development LLC to the Company during the nine months ending September 30, 2020 and 2019 was approximately $69,500 and $14,000, respectively. The Company received advances of $311,862 and paid $474,165 to Discover Development LLC during the nine months ending September 30, 2019. The Company received advances of $1,234,345 and paid $419,602 to Discover Development LLC during the nine months ending September 30, 2020. Drinx Tec Inc Related party payables consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Discover Development LLC $ 992,710 $ 108,426 Drinx Tec Inc. note payable (see below) - 125,000 Total related party notes payable $ 992,710 $ 233,426 In 2018, Drinx Tec Inc., a related party through common ownership, obtained a $125,000 note payable from an individual requiring interest only payments at a rate of 15% until maturity in December 2020. Drinx Tec then advanced the $125,000 to the Company under the same terms. The note was repaid 2020. | Note 8 – Related Party Transactions The Company is related to Discover Development LLC and Drinx Tec Inc. through common ownership. Discover Development LLC Years ending December 31, 2020 $ 177,000 2021 180,000 2022 180,000 2023 180,000 2024 180,000 Thereafter 90,000 Total $ 987,000 Amounts due to Discover Development LLC as of December 31, 2019 and 2018 were $108,426 and $353,445, respectively. Interest charged by Discover Development LLC to the Company during the year ended December 31, 2019 was approximately $38,300. Interest was not charged by Discover Development during the year ended December 31, 2018. The Company received advances of $596,974 and paid $634,390 to Discover Development LLC during the year ended December 31, 2018. The Company received advances of $1,053,437 and paid $808,418 to Discover Development LLC and received no advances during the year ended December 31, 2019. Drinx Tec Inc Related party payables consist of the following at December 31, 2019 and 2018: 2019 2018 Discover Development LLC $ 108,426 $ 353,445 Drinx Tec Inc. note payable (see below) 125,000 125,000 Other - 30,884 Total related party notes payable $ 233,426 $ 509,329 In 2018, Drinx Tec Inc., a related party through common ownership, obtained a $125,000 note payable from an individual requiring interest only payments at a rate of 15% until maturity in December 2020. Drinx Tec then advanced the $125,000 to the Company under the same terms. | |
Canfield [Member] | |||
Related Parties | NOTE 4. RELATED PARTY LOAN On June 21, 2019, the Company entered into a short-term loan with Michael West, an officer of the Company, for $276,550. The loan has a one-year term from June 21, 2019, and is non-interest bearing. The Company made payments of $78,701 on this loan, resulting in a loan balance of $197,849 and $0 as of December 31, 2019 and December 31, 2018, respectively. |
Investment in Salt Tequila USA,
Investment in Salt Tequila USA, LLC | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment in Salt Tequila USA, LLC | Note 9 – Investment in Salt Tequila USA, LLC On December 9, 2013, we entered into a marketing and distribution agreement with SALT Tequila USA, LLC (“SALT”) in Mexico for the manufacturing of our SALT product line. The agreement was for a one-year term with an additional two-year renewal. On December 28, 2015, the agreement was extended through 2020. In the December 9, 2013 agreement, we received a 5% ownership interest in SALT, 12 months after the date of the agreement we received an additional 5% ownership interest in SALT, and 24 months after the date of the agreement we received an additional 5% interest, resulting in a total interest of 15% in SALT. SALT also has product at a unrelated international alcohol distributor, American Spirits Exchange, for preliminary market testing in 9 of 16 states that they distribute to, that are government-controlled alcohol resellers. In 2019 we had no sales for SALT Tequila. On December 31, 2018, we created a Mexican subsidiary, Splash MEX SA DE CV (“Splash Mex”) for the exporting of SALT Tequila from Mexico to the USA, South and Central Americas. Splash Mex will also act as the manufacturing and distribution agent of TapouT in Central and South Americas. Applications for the appropriate licenses required for import and wholesale of alcohol in the USA have been completed for at the Federal and State levels. These licenses will permit direct alcohol sales to distributors and wholesalers thereby limiting the use of agents for importing SALT Tequila to the USA for distribution. On March 26, 2020, we entered into an amended stock sale and purchase agreement. The agreement is for $1,000,000 to be paid in 4 tranches of $250,000 and entitles us to additional equity interest in Salt Tequila USA, LLC as follows: ● Tranche 1 – 7.5% ● Tranche 2 – 5.0% ● Tranche 3 – 5.0% ● Tranche 4 – 5.0% Once all tranches are paid-out we will have a total equity stake of 37.5% of Salt Tequila USA, LLC. During 2020, we paid the first tranche of $250,000 resulting in a total interest of 22.5%. |
Operating Lease Obligations
Operating Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Operating Lease Obligations | Note 10 – Operating Lease Obligations Effective July 2018, we entered into a lease agreement for the right to use and occupy office space. The lease term commenced July 1, 2018 and is scheduled to expire after 36 months, on June 30, 2021. Effective November 2019, we entered into a 6-month lease agreement for our NY affiliate which expired on April 30, 2020. Effective November 2019, we entered into a new lease with Interport Logistics, LLC. The lease term commenced on November 11, 2019 and is scheduled to expire on November 11, 2020. We are in the process of negotiating a new lease with Interport Logistics, LLC. Effective May 2019, we entered into a new lease in Mexico. The lease commenced May 1, 2019 and is scheduled to expire after 24 months, on April 1, 2021. We are in the process of negotiating a new lease for our Mexican warehouse. The following table presents the discounted present value of minimum lease payments for our office and warehouses to the amounts reported as financial lease liabilities on the consolidated balance sheet at December 31, 2020: Undiscounted Future Minimum Lease Payments Operating 2021 $ 59,291 Thereafter 26,673 Total 85,964 Amount representing imputed interest (2,965 ) Total operating lease liability 82,999 Current portion of operating lease liability 57,478 Operating lease liability, non-current $ 25,521 The table below presents information for lease costs related to our operating leases at December 31, 2020: Operating lease cost: Amortization of leased assets $ 114,032 Interest of lease liabilities 10,776 Total operating lease cost $ 124,808 The table below presents lease-related terms and discount rates at December 31, 2020: Remaining term on leases 9 to 25 months Incremented borrowing rate 5.0 % |
Line of Credit
Line of Credit | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit | Note 11 – Line of Credit At December 31, 2020 SBG owed $68,000 to a financial institution under a revolving line of credit. The line of credit is secured by the assets of SBG is due on demand, and bears interest at variable rates approximately 6.1% at December 31, 2020. As part of the acquisition of Copa di Vino the LOC was paid off. | ||
Copa Di Vino Corporation [Member] | |||
Line of Credit | Note 5 – Line of Credit The Company maintains a line of credit with an approved maximum borrowing limit from a bank of $49,000 at September 30, 2020. The line is unsecured and bears interest at 6.75%. There was an outstanding balance of $44,755 and $49,000 on the line of credit at September 30, 2020 and December 31, 2019, respectively. | Note 5 – Line of Credit The Company maintains a line of credit with an approved maximum borrowing limit from a bank of $49,000 at December 31, 2019. The line is unsecured and bears interest at 6.75%. There was an outstanding balance of $49,000 on the line of credit at December 31, 2019. | |
Canfield [Member] | |||
Line of Credit | NOTE 3. LINE OF CREDIT At December 31, 2019 and December 31, 2018, the Company owed a bank $69,534 and $66,181, respectively, under a revolving line of credit. The line of credit is secured by all Company assets, is capped at $100,000, is due on demand, and bears interest at variable rates approximating 7% on average. Interest expense under the note totaled $5,410 and $4,327 during the years ended December 31, 2019 and 2018, respectively. During 2019 and 2018, the Company made net borrowings $3,353 and $3,803, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Copa Di Vino Corporation [Member] | |
Notes Payable | Note 6 – Notes Payable Notes payable consist of the following at September 31, 2020 and December 31, 2019: 2020 2019 Note payable to a vendor, weekly payments of at least $2,000 beginning December 2, 2016, including fixed interest of 4% at December 31, 2019 and 2018, until paid in full. - 38,763 Note payable to an individual, monthly interest only payments, including fixed interest of 14%, due on December 7, 2020. - 150,000 Notes payable to an individual, monthly interest only payments, including fixed interest of 15% and 20% at December 31, 2019 and 2018, respectively, due in May 2020. - 215,000 PPP loan through the SBA. 159,900 - Note payable to an individual, monthly interest only payments at 6% due on September 1, 2021. 150,000 150,000 Notes payable for license agreements (see Note 1) due in 36 monthly payments of $10,000, interest imputed at 10%, maturing in January 2021. 99,212 149,212 409,112 702,975 Less current portion (249,212 ) (543,058 ) Total notes payable, net of current portion $ 159,900 $ 159,917 |
PPP Loan
PPP Loan | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
PPP Loan | Note 12 – PPP Loan On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond the point of origin. On March 20, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the COVID-19 outbreak in the United States, the CARES Act (the “Act”) was passed by Congress and signed into law on March 27, 2020. In connection with the CARES Act, the Company and its subsidiary applied for and received loans with an original aggregate principal balance of approximately $158,000. These loans and interest will be forgiven as long as the funds are used for qualifying expenditures as outlined in the Act. The loans bear interest at 1%, with an 18 month term, and has a 6-month initial payment deferral. See Note 4. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 13 – Business Combinations CMS-SGB Merger: As stated in Note 1, we consummated the merger of SBG on March 31, 2020 which was accounted for as a reverse merger. The value of our merger was approximately $9.2 million based on the valuation of the SBG equity on the date of consummation. The following summarizes our allocation of the purchase price for the acquisition: Cash and cash equivalents $ 72,442 Accounts receivable $ 311,586 Inventory $ 21,415 Property and equipment $ 38,110 Goodwill $ 9,448,832 Accounts payable, accrued expenses and other liabilities $ 719,221 Purchase price $ 9,173,164 During 2020, the goodwill associated with the CMS merger was impaired. See Note 17. SBG-Copa Acquisition: As stated in Note 1, we consummated the acquisition of Copa di Vino Company on December 24, 2020. The purchase price consideration was comprised of $1.5 million in debt, $0.5 million in cash and $2.0 million in contingent shares, for total consideration of approximately $6.0 million. The following summarizes our allocation of the purchase price for the acquisition: Purchase Accounts receivable, net 88,131 Other current assets 11,236 Inventory 273,951 Property and equipment, net 663,273 License agreement, net 222,095 Goodwill 5,672,823 Total identifiable assets 6,931,509 Accounts payable and accrued expenses 882,279 Note payable 69,212 Equity 5,980,000 Total liabilities and equity 6,931,509 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 14 – Segment Reporting The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Executive Officer and Chief Financial Officer. Note: The Copa di Vino business is included in our Splash Beverage Group segment. Revenue 2020 2019 Splash Beverage Group 404,128 20,387 E-Commerce 1,896,599 - Medical Devices (Discontinued) 675,213 - Total Revenues 2,975,940 20,387 Total assets 2020 2019 Splash Beverage Group 8,403,670 446,288 B2C Business 505,646 159,026 Medical Devices (Discontinued) 316,572 - Total Assets 9,225,888 605,314 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 15 – Commitment and Contingencies We are a party to asserted claims and are subject to regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but we do not anticipate that the outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations. Capital Raise In connection with the CMS merger we are committed to our previous preferred stock and debt holders to raise $9 million in a secondary IPO, private placement and debt as defined in the agreements. See Note 18. Stock Price Guarantee We have a commitment to issue additional shares associated with specific stock price guarantee granted to an investor. See Note 4. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Canfield [Member] | |
LEASE COMMITMENTS | NOTE 7. LEASE COMMITMENTS The Company rents office space under a non-cancellable lease through September 2020 with monthly payments of approximately $2,292. Pursuant to ASC 842, an operating lease right-of-use (“ROU”) asset and liability were recognized at January 1, 2019 based on the present value of lease payments over the remaining lease term. The ROU asset represents the Company’s right to use the underlying office space asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The Company recognized $27,504 in lease expense during each of the years ended December 31, 2019 and 2018. Remaining lease term at December 31, 2019 (in months) 9 Discount rate 5 % Year Ended December 31, 2019 Operating lease expense $ 27,504 Cash paid for amounts included in measurement of lease liability $ 27,504 The supplemental balance sheet information related to leases for the period is as follows: Right-of-Use Asset ROU Asset, January 1, 2019 $ 43,677 Amortization of ROU Asset (24,959 ) ROU Asset, December 31, 2019 $ 18,718 Maturities of the Company’s lease liabilities are as follows: Year Ending Payments 2020 $ 20,628 Less: Imputed interest/present value discount (1,910 ) Present value of lease liability at December 31, 2019 $ 18,718 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 17 – Goodwill In accordance with ASC 350, Intangibles—Goodwill and Other, we test goodwill for impairment for each reporting unit on an annual basis, or when events or circumstances indicate the fair value of a reporting unit is below its carrying value. Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. We have the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit. Factors we consider in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of its reporting units, sustained decrease in its share price, and other relevant entity specific events. If the management determines on the basis of qualitative factors that the fair value of the reporting unit is more likely than not less than the carrying value, then we perform a quantitative test for that reporting unit. The fair value of each reporting unit is compared to the reporting unit’s carrying value, including goodwill. Subsequent to the adoption on January 1, 2017 of Accounting Standards Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, if the fair value of a reporting unit is less than its carrying value, we recognize an impairment equal to the excess carrying value, not to exceed the total amount of goodwill allocated to that reporting unit. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
Subsequent Events | Note 8 – Subsequent Events In December 2020, the company entered into an asset purchase agreement with Splash Beverage Group, Inc. (“Splash”), a Colorado company, and two of its wholly-owned subsidiaries, in which Splash acquired substantially all of the net assets that comprise the Company’s bottling and distribution business. | Note 9 – Subsequent Events Letter of Intent |
Canfield [Member] | ||
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these financial statements were issued and determined that there are no reportable subsequent events. |
UNAUDITED PRO FORMA CONSOLIDATE
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS | UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements give effect to the Purchase Agreement transaction (the “Purchase Agreement”) between Copa di Vino Corporation (“Copa”) and Splash Beverage Group to, Inc. (“SBG”). The purchase price consists of $500,000 in cash, a $2,000,000 Promissory Note to the seller, and a variable number of shares of SBG common stock (up to a maximum value of $1,980,000) based on Copa’s attainment of certain future revenue targets. Concurrently with the transaction, SBG issued a $1,500,000 loan to a third party to fund the cash portion of the Purchase Agreement. The unaudited pro forma condensed consolidated financial statements presented below are prepared by applying the acquisition method of accounting to a business combination. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Purchase Agreement are described in the accompanying unaudited notes presented on the following pages. The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2019 presents the combined results of operations as if the Purchase Agreement had occurred on January 1, 2019. The accompany unaudited pro forma condensed consolidated balance sheet at September 30, 2020, presents the combined balance sheets as if the Purchase Agreement had occurred on September 30, 2020. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Copa and SBG been a combined company during the specified periods. The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Copa’s audited financial statements as of and for the years ended December 31, 2019 and 2018 and Copa’s unaudited Condensed financial statements for the nine-month period ended September 30, 2020 and SBG’s audited financial statements for the years ended December 31, 2019 and 2018, as included in its Annual Report on Form 10K for the year ended December 31, 2019 and SBG’s unaudited Condensed Consolidated financial statements for the nine-month period ended September 30, 2020 on Form 10-Q. Condensed Consolidated Balance Sheet - September 30, 2020: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Current Assets 3,139,157 983,036 (a) (268,516 ) 3,353,677 (b) 1,500,000 (c) (2,000,000 ) Non-current Assets 448,928 1,148,048 (a) (256,479 ) 1,340,497 Investment in Copa (c) 5,980,000 - (d) (5,980,000 ) Goodwill 9,448,852 - (d) 6,187,004 15,635,856 Total Assets 13,036,937 2,131,084 5,162,009 20,330,030 Accounts Payable and Other 1,151,250 1,650,184 2,801,434 Loans Payable and Accrued Interest 2,799,194 1,193,270 (a) (1,030,361 ) 2,962,103 Loans Payable - Non-current - 159,900 (a) (159,900 ) - Credit Facility (b) 1,500,000 1,500,000 Contingently convertible Promissory Note (c) 2,000,000 2,000,000 Liability to issue Shares (c) 1,980,000 1,980,000 Other non-current 32,940 - 32,940 Total Liabilities 3,983,384 3,003,354 4,289,739 11,276,477 Mezzanine Shares 9,248,720 - 9,248,720 Equity Common Stock 60,575 32,435 (d) (32,435 ) 60,575 Paid-in Capital 38,763,100 4,258,399 (a) (665,266 ) 38,763,100 (d) (3,593,133 ) Accumulated Deficit (39,018,842 ) (5,163,104 ) (d) 5,163,104 (39,018,842 ) Total Equity (195,167 ) (872,270 ) 872,270 (195,167 ) Total Liabilities and Equity 13,036,937 2,131,084 5,162,009 20,330,030 (a) To exclude certain assets and liabilities of Copa not included as part of the Purchase Agreement (b) To record the proceeds received from $1.5 million Credit Facility (c) To record purchase consideration in the amount of $5,9480,000, consisting of cash ($2,000,000), contingently convertible promissory note ($2,000,000) and contingent purchase consideration issuable in common stock ($1,980,000) (d) To record the preliminary purchase price allocation to the net assets acquired Condensed Consolidated Statement of Operations – Nine-Months Ended September 30, 2020: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Revenues 1,733,926 2,234,993 (e) (246,677 ) 3,722,242 Cost of Sales (965,966 ) (1,698,407 ) (e) 186,339 (2,478,034 ) Gross Margin 767,960 536,586 1,244,208 Operating Expenses 5,000,715 987,914 (e) (20,274 ) 5,968,355 Loss from Operations (4,232,755 ) (451,328 ) (4,724,147 ) Interest Expense (1,958,601 ) (99,163 ) (f) (1,452,710 ) (3,510,473 ) Other Income (Expense) 69,193 - 69,193 Net Loss (6,122,163 ) (550,491 ) (8,165,428 ) Net loss per share (0.12 ) (0.15 ) Weighted Average Shares Outstanding 53,108,031 53,108,031 (e) To eliminate revenues and related expenses associated with assets excluded from the Purchase Agreement (f) To record interest expense on Credit Facility and Convertible Note Income Statement - December 31, 2019: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Revenues 1,038,220 5,712,864 (g) (270,313 ) 6,480,771 Cost of Sales (754,374 ) (3,654,539 ) (g) 257,543 (4,151,370 ) Gross Margin 283,846 2,058,325 2,329,401 Operating Expenses 5,241,301 1,994,522 (g) (27,032 ) 7,208,791 Loss from Operations (4,957,455 ) 63,803 (4,879,390 ) Interest Expense (88,741 ) (190,740 ) (h) (1,842,750 ) (2,122,231 ) Other Income (Expense) 18,061 19,019 37,080 Net Loss (5,028,135 ) (107,918 ) (6,964,542 ) Net loss per share (0.12 ) (0.17 ) Weighted Average Shares Outstanding 42,154,947 42,154,947 (g) To eliminate revenues and related expenses associated with assets excluded from transaction (h) To record interest expense on Credit Facility and Convertible Note Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements Note 1 Basis of presentation The unaudited pro forma condensed consolidated financial statements are based on Splash Beverage Group, Inc. (a “Nevada” company) and Copa di Vino Corporation’s historical consolidated financial statements as adjusted to give effect to the acquisition of Copa di Vino Corporation. The unaudited pro forma condensed consolidated statements of operations for the none-months ended September 30, 2020 and the 12 months ended December 31, 2019 give effect to the Copa di Vino Corporation acquisition as if it had occurred on January 1, 2019. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2020 gives effect to the Copa di Vino Corporation acquisition as if it occurred on September 30, 2020. Note 2 Preliminary purchase price allocation On December 24, 2020 Splash Beverage Group, Inc. acquired certain net assets of Copa di Vino Corporation for a total consideration of $5,980,000. The company financed the acquisition through the issuance of $3,500,000 in notes, $500,000 in cash and the remaining $1,980,000 with contingently issuable shares. The shares will be considered earned once the seller achieves certain revenue hurdles. Management assumes that these hurdles will be achieved and that all contingently issuable shares will be issued. The unaudited pro forma condensed consolidated financial statements include various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of Copa di Vino Corporation based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations, and analysis of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes. The following table shows the preliminary allocation of the purchase price for Copa di Vino Corporation to the acquired assets, assumed liabilities and pro form goodwill: Pro Forma Cash and cash equivalents 66,878 Accounts receivable 191,981 Other current assets 81,651 Inventory 374,010 Property and equipment 664,557 License agreement 227,012 Total identifiable assets 1,606,089 Accounts payable and accrued expenses 1,650,184 Note payable 162,909 Total liabilities assumed 1,813,093 Identifiable net liabilities (207,004 ) Total consideration $ 5,980,000 Proforma goodwill 6,187,004 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These consolidated financial statements include the accounts of Splash Beverage Group and its wholly owned subsidiaries, Holdings and Splash Mex, in addition to the accounts of the CMS from March 31, 2020, and Copa from December 1, 2020 the merger/acquisition effective date. All intercompany balances have been eliminated in consolidation. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements have been prepared by us. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the year ended December 31, 2020 and 2019 have been made. | ||
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Cash Equivalents and Concentration of Cash Balance | Cash Equivalents and Concentration of Cash Balance We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, 2020 and 2019. Our cash in bank deposit accounts, at times, may exceed federally insured limits of $250,000. At December 31, 2020 we had bank accounts over the federally insured limits by approximately $29,300. Our bank deposit accounts in Mexico ($2,400) are uninsured. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At December 31, 2020 and 2019, our accounts receivable amounts are reflected net of allowances of $0 and $11,430, respectively. | ||
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at December 31, 2020 and 2019 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $366,109 and $150,974 at December 31, 2020 and 2019, respectively. | ||
Excise taxes | Excise taxes The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold. | ||
Property and Equipment | Property and Equipment We record property and equipment at cost when purchased. Depreciation is recorded for property, equipment, leasehold improvements, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3-39 years. Company management reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Depreciation expense totaled $55,616 and $19,781 for the year ended December 31, 2020 and 2019, respectively. Property and equipment as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Property and equipment, at cost 718,884 88,758 Accumulated depreciation (37,532 ) (51,029 ) Property and equipment, net 681,352 37,729 | ||
Licensing Agreements | Licensing Agreements The initial amount of the TapouT agreement as entered into by one of the founders prior to the Company’s assumption in 2013 was $4,000,000 to be paid over several years pursuant to a guaranteed minimum royalty agreement. Royalty costs incurred under the agreements, guaranteed minimum royalty amounts, are expensed as incurred. We have not made any payments to Salt Tequila USA, LLC under the licensing agreement due to the immaterial level of our sales to date from the brand. In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire. Amortization will be approximately $31,000 annually until the license agreement is fully amortized. The asset is being amortized over a 10 year useful life. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The liabilities and indebtedness presented on the consolidated financial statements approximate fair values at December 31, 2020 and 2019, consistent with recent negotiations of notes payable and due to the short duration of maturities. | ||
Convertible Instruments | Convertible Instruments U.S. GAAP requires the bifurcation of certain conversion rights contained in convertible indebtedness and account for them as free standing derivative financial instruments according to certain criteria. This criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. When bifurcation is required, the embedded conversion options are bifurcated from the convertible note, resulting in the recognition of discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. With respect to convertible preferred stock, we record a dividend for the intrinsic value of conversion options embedded in preferred securities based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. | ||
Revenue recognition | Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers. We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Distribution expenses to transport our products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. | ||
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. | ||
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, “ Compensation - Stock Compensation” | ||
Income Taxes | Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740, “ Income Taxes” Company management assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no material uncertain tax positions at December 31, 2020 and 2019. | ||
Net loss per share | Net loss per share The net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive. 2020 2019 Numerator Net loss from continuing applicable to common shareholders $ (19,227,703 ) $ (5,135,731 ) Net loss from discontinued applicable to common shareholders $ (9,446,853 ) $ - Denominator Weighted average number of common shares outstanding 55,615,276 41,064,985 Net loss per share from continuing operations (basic diluted) $ (0.35 ) $ (0.13 ) Net income per share from discontinued operations (basic diluted) $ (0.17 ) $ - Weighted average number of shares outstanding excludes anti-dilutive common stock equivalents, including warrants to purchase 3 million shares of common stock for nominal consideration. | ||
Advertising | Advertising We conduct advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $146,579 and $4,767 for the years ended December 31, 2020 and 2019, respectively. | ||
Related Parties | Related Parties We are indebted to certain members of our Board of Directors at December 31, 2020 and 2019. Transactions between us and the Board members are summarized in Notes 4 and 8. | ||
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results. During 2020, the company recorded an impairment charge associated with the CMS acquisition. See Note 17. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, that FASB issued ASU 2016-13, “ Financial Instruments – Credit Losses Management is currently assessing the new standard but does not believe that it would have a material effect. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. | ||
Long-Lived Assets | Long-lived assets The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. | ||
Copa Di Vino Corporation [Member] | |||
Nature of operations | Nature of operations | Nature of operations | |
Basis of accounting and presentation | Basis of accounting and presentation | Basis of accounting and presentation | |
Variable interests | Variable interests In determining whether an entity has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, the guidance requires a reporting entity to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed. The guidance also requires: (a) separate presentation on the face of the statement of financial position of certain assets and liabilities of a VIE, (b) disclosure of the significant judgments and assumptions made by an enterprise in its determination as to whether or not the enterprise is the primary beneficiary of a VIE, and (c) additional expanded disclosures regarding the enterprise’s involvement with a VIE. | Variable interests In determining whether an entity has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, the guidance requires a reporting entity to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed. The guidance also requires: (a) separate presentation on the face of the statement of financial position of certain assets and liabilities of a VIE, (b) disclosure of the significant judgments and assumptions made by an enterprise in its determination as to whether or not the enterprise is the primary beneficiary of a VIE, and (c) additional expanded disclosures regarding the enterprise’s involvement with a VIE. | |
Use of Estimates | Use of estimates | Use of estimates | |
Cash Equivalents and Concentration of Cash Balance | Cash and cash equivalents | Cash and cash equivalents | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable | Accounts receivable | |
Inventory | Inventories, net | Inventories, net | |
Excise taxes | Excise taxes During March 2014, the Company received a Notice of Proposed Assessment from the Department of Treasury for tax due and recorded an accrual of $173,659 based on the assessment. This amount is included in accrued liabilities as of September 30, 2020 and December 31, 2019. Excise tax laws state that when an assessment is made, the TTB can collect such tax by levy or by proceeding in court, for a period of 10 years after the assessment of the tax. The Company has not paid the assessment as of September 30, 2020. | Excise taxes During March 2014, the Company received a Notice of Proposed Assessment from the Department of Treasury for tax due and recorded an accrual of $173,659 based on the assessment. This amount is included in accrued liabilities as of December 31, 2019 and 2018. Excise tax laws state that when an assessment is made, the TTB can collect such tax by levy or by proceeding in court, for a period of 10 years after the assessment of the tax. The Company has not paid the assessment as of December 31, 2019. | |
Property and Equipment | Property and equipment Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years Management reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. | Property and equipment Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years Management reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. | |
Licensing Agreements | License agreements | License agreements | |
Revenue recognition | Revenue recognition The Company pays depletion allowances to the Company’s distributors based on their sales to their customers. The Company sets these allowances on a periodic basis and the Company’s distributors bill them back periodically. All depletion expenses associated with a given month are recognized in that month as a reduction of revenues. Revenue is recorded net of allowances and discounts, which were $152,504 and $281,698 for the nine-months ended September 30, 2020 and 2019, respectively. The Company also reimburses for samples used by distributors. Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. Samples expense was approximately $90 and $1,800 for the nine months ended September 30, 2020 and 2019, respectively. | Revenue recognition The Company pays depletion allowances to the Company’s distributors based on their sales to their customers. The Company sets these allowances on a periodic basis and the Company’s distributors bill them back periodically. All depletion expenses associated with a given month are recognized in that month as a reduction of revenues. Revenue is recorded net of allowances and discounts, which were $411,600 and $340,700 for the years ended December 31, 2019 and 2018, respectively. The Company also reimburses for samples used by distributors. Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. Samples expense was approximately $48,400 and $68,600 for the years ended December 31, 2019 and 2018, respectively. | |
Income Taxes | Income taxes The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company recognized no uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the nine months period ended September 30, 2020 and 2019. The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return. | Income taxes The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company recognized no uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the year ended December 31, 2019. The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return. | |
Advertising | Advertising and promotion costs | Advertising and promotion costs | |
Shipping and handling costs | Shipping and handling costs | Shipping and handling costs | |
Recent Accounting Pronouncements | Recent accounting pronouncements Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, which represents a significant change from the existing lease accounting model for lessees. Under the new guidance, for operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The new guidance is effective for calendar year 2022 for many nonpublic entities, with early adoption permitted. The Company is currently evaluating the effects of the adoption of the new guidance, but does not feel that there will be a material impact to the consolidated financial statements as a whole. | Recent accounting pronouncements Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, which represents a significant change from the existing lease accounting model for lessees. Under the new guidance, for operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The new guidance is effective for calendar year 2022 for many nonpublic entities, with early adoption permitted. The Company is currently evaluating the effects of the adoption of the new guidance, which may have significant impacts on the Company’s financial statements depending on the number of operating leases that exist as of the beginning of the earliest comparative period in the year of adoption. | |
Subsequent events | Subsequent events The Company has performed an evaluation of subsequent events through January 29, 2021, which is the date these financial statements were available to be issued. | Subsequent events The Company has performed an evaluation of subsequent events through December 3, 2020, which is the date these financial statements were available to be issued. | |
Canfield [Member] | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates. | ||
Cash Equivalents and Concentration of Cash Balance | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable The majority of the Company’s revenues are received from Medicare, Medicaid, and private insurance companies. As such, the Company records revenues at allowable amounts, net of estimated allowances and discounts based on contracted prices and historical collection rates. The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 30, 2019 and December 31, 2018, the Company has determined that no allowance for doubtful accounts is necessary. | ||
Inventory | Inventory The Company carries inventory of durable medical equipment and medical supplies for resale. Inventory is accounted for on a first–in first-out basis. Inventory consists of the following: December 31, 2019 December 31, 2018 Durable medical equipment $ 22,759 $ 33,570 Medical supplies 249 1,076 Enteral 7,551 7,049 TOTALS $ 30,559 $ 41,695 | ||
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life. | ||
Revenue recognition | Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 " Revenue Recognition The Company’s primary source of revenue is reimbursement from Medicare, Medicaid, and private insurance companies for the procurement and sale of medical equipment and supplies to patients. The amount of revenue earned from each classification as a percent of total revenues is as follows: December 31, 2019 2018 Medicare 19 % 29 % Medicaid 7 % 9 % Private pay/private insurance 73 % 58 % Other 1 % 4 % Total 100 % 100 % | ||
Income Taxes | Income Tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided for using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Through February 2012, the Company was an S-Corporation for income tax purposes, and therefore a pass-through entity paying no income tax at the corporate level. The Company had no material loss carryforwards as of December 31, 2011. Included in the Company’s accumulated deficit from February 2012 forward is approximately $99,000 in undistributed S-Corporation losses. At December 31, 2019 and 2018 the Company had net operating loss carryforwards (NOL’s) of approximately $462,000 and $144,000 respectively, which may be applied against future taxable income. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforwards that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect (2019 and 2018: 21% federal and 5% state) of the loss carryforwards of approximately $120,000 and $37,440 at December 31, 2019 and 2018, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in valuation allowance is approximately $82,560 and ($19,760) for the periods ended December 31, 2019 and 2018, respectively. The tax effect of remaining NOL’s and resulting deferred tax assets of $120,000 remain fully reserved by valuation allowance, due to continued uncertainty as to their utilization. | ||
Net loss per share | Net Income (Loss) per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Year Ended Year Ended December 31, 2018 Numerator Net income (loss) applicable to common shareholders $ (477,234 ) $ 68,206 Denominator Weighted average common shares outstanding, basic 11,635,534 11,385,693 Stock options 300,000 — Weighted average common shares outstanding, diluted 11,935,534 11,385,693 Net Income per share - Basic $ (0.04 ) $ 0.01 Income per shares - Diluted $ (0.04 ) $ 0.01 | ||
Advertising | Advertising Costs Advertising costs are expensed as incurred. The Company had advertising costs during the years ended December 31, 2019 and 2018 of $13,453 and $18,129, respectively. | ||
Financial Instruments | Financial Instruments The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value. | ||
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents. The Company places its cash and cash equivalents at well-known financial institutions, where at times, such balances may exceed FDIC insurance limits. The Company receives a significant amount of its revenues in reimbursements from Medicare and Medicaid through competitive bidding processes. There is no guarantee that the Company will be selected as a winning contract supplier under future bidding rounds. | ||
Other selling, general and administrative expenses | Other Selling, General and Administrative Expenses Other selling, general and administrative expenses included the following: December 31, 2019 2018 Rent $ 27,504 $ 27,504 Office expenses 25,765 40,727 Other SG&A 150,806 126,079 Total $ 204,075 $ 194,310 | ||
Long-Lived Assets | Long-Lived Assets In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. No impairment was noted during the years ended December 31, 2019 and 2018. | ||
Products and Services, Geographic Areas and Major Customers | Products and Services, Geographic Areas and Major Customers The Company’s business of medical supply sales constitutes one operating segment. All revenues each year were domestic and to external customers. | ||
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Lease (Topic 842),” |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Property and equipment | Property and equipment as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Property and equipment, at cost 718,884 88,758 Accumulated depreciation (37,532 ) (51,029 ) Property and equipment, net 681,352 37,729 | ||
Computation of Diluted EPS | Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive. 2020 2019 Numerator Net loss from continuing applicable to common shareholders $ (19,227,703 ) $ (5,135,731 ) Net loss from discontinued applicable to common shareholders $ (9,446,853 ) $ - Denominator Weighted average number of common shares outstanding 55,615,276 41,064,985 Net loss per share from continuing operations (basic diluted) $ (0.35 ) $ (0.13 ) Net income per share from discontinued operations (basic diluted) $ (0.17 ) $ - | ||
Copa Di Vino Corporation [Member] | |||
Schedule of Inventory | Inventories consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Raw materials $ 247,095 $ 184,950 Finished goods 326,995 314,791 Total inventories $ 574,090 $ 499,741 | Inventories consist of the following at December 31, 2019 and 2018: 2019 2018 Raw materials $ 184,950 $ 319,906 Finished goods 314,791 420,914 Total inventories $ 499,741 $ 740,820 | |
Schedule of Property and equipment | Property and equipment consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Leasehold improvements $ 1,005,673 $ 1,005,673 Machinery and equipment 1,487,063 1,486,213 Tanks 164,195 164,195 Furniture and fixtures 54,750 54,750 2,711,681 2,710,831 Less accumulated depreciation and amortization (1,816,743 ) (1,693,479 ) 894,938 1,017,352 Construction in progress 26,098 19,799 Total property and equipment, net $ 921,036 $ 1,037,151 | Property and equipment consist of the following at December 31, 2019 and 2018: 2019 2018 Leasehold improvements $ 1,005,673 $ 1,003,697 Machinery and equipment 1,486,213 1,479,139 Tanks 164,195 164,195 Furniture and fixtures 54,750 53,363 2,710,831 2,700,394 Less accumulated depreciation and amortization (1,693,479 ) (1,520,132 ) 1,017,352 1,180,262 Construction in progress 19,799 5,086 Total property and equipment, net $ 1,037,151 $ 1,185,348 | |
Schedule of Property and equipment Depreciation useful life | Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows: Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years | ||
Schedule of estimated useful lives | Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows: Leasehold improvements 10-39 years Tanks, machinery, and equipment 3–20 years Furniture and fixtures 5–15 years | ||
Canfield [Member] | |||
Schedule of Inventory | The Company carries inventory of durable medical equipment and medical supplies for resale. Inventory is accounted for on a first–in first-out basis. Inventory consists of the following: December 31, 2019 December 31, 2018 Durable medical equipment $ 22,759 $ 33,570 Medical supplies 249 1,076 Enteral 7,551 7,049 TOTALS $ 30,559 $ 41,695 | ||
Classification of percent of total revenues | The amount of revenue earned from each classification as a percent of total revenues is as follows: December 31, 2019 2018 Medicare 19 % 29 % Medicaid 7 % 9 % Private pay/private insurance 73 % 58 % Other 1 % 4 % Total 100 % 100 % | ||
Schedule of Property and equipment | Property and equipment are recorded at cost and consist of the following: December 31, 2019 2018 Office equipment $ 2,934 $ 2,934 Vehicles 70,208 70,208 Wheelchair rental pool 66,191 78,392 Total property and equipment 139,333 151,534 Accumulated depreciation (95,488 ) (92,907 ) Net property and equipment $ 43,845 $ 58,627 | ||
Computation of Diluted EPS | The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. Year Ended Year Ended December 31, 2018 Numerator Net income (loss) applicable to common shareholders $ (477,234 ) $ 68,206 Denominator Weighted average common shares outstanding, basic 11,635,534 11,385,693 Stock options 300,000 — Weighted average common shares outstanding, diluted 11,935,534 11,385,693 Net Income per share - Basic $ (0.04 ) $ 0.01 Income per shares - Diluted $ (0.04 ) $ 0.01 | ||
Schedule of selling, general and administrative expenses | Other selling, general and administrative expenses included the following: December 31, 2019 2018 Rent $ 27,504 $ 27,504 Office expenses 25,765 40,727 Other SG&A 150,806 126,079 Total $ 204,075 $ 194,310 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payables [Member] | |
Schedule of debt | Notes payable are generally nonrecourse and secured by all Company owned assets. Interest December 31, December 31, Notes Payable In October 2013, we entered into a short-term loan agreement with an entity in the amount of $25,000. The note matured and in March 2020 the full outstanding principal balance of $25,000 and unpaid accrued interest of $11,345 was converted into 234,767 shares of common stock. 7 % $ - $ 25,000 In February 2014, we entered into a 12-month term loan agreement with an individual in the amount of $200,000. The note included warrants for 66,146 shares of common stock at $0.73 per share. The warrants expired and were not exercised by February 28, 2017. The note matured and remains in default. 15 % 150,000 150,000 In March 2014, we entered into a 12-month term loan agreement with an individual in the amount of $500,000. The note included warrants for 681,461 shares of common stock at $0.92 per share. The warrants expired and unexercised by February 28, 2017. The note matured and in March 2020 the full outstanding principal balance of $500,000 and unpaid accrued interest of $373,065 was converted into 1,124,802 shares of common stock. 15 % - 500,000 In March 2014, we entered into a short-term loan agreement with an entity in the amount of $200,000. The note included warrants for 272,584 shares of common stock at $0.94 per share. The warrants expired and unexercised by February 28, 2017. The loans matured and remains in default. 8 % 200,000 200,000 In May 2020, we entered into a two year loan with an entity under the Paycheck Protection Program established by the CARES Act in the amount of $89,612. The note requires monthly payments of principal and interest starting in December 2020 and maturing in May 2020. We expect $73,167 of the loan amount to be forgiven in accordance with the CARES Act. 1 % 89,612 - In June 2020, we entered into a six-month loan with an individual in the amount of $100,000. The loans matured and remains in default. 12 % 100,000 - In August 2020, we entered into a nine-month loan with a company in the amount of $112,000. The loan requires 9 monthly payments of principal and interest in the amount of $12,246.66 with the final payment due May 2021. 4.8 % 62,719 - Notes payable for license agreements due in 36 monthly payments of $10,000, interest imputed at 10%, maturing in January 2021. N/A 59,212 - In December 2020, we entered into a 56 month loan with a company in the amount of $1,578,237. The loan requires variable payments and performance interest based on a percentage of revenue. Various 1,578,237 - $ 2,239,780 $ 875,000 |
Related Party Notes Payable [Member] | |
Schedule of debt | Interest December 31, December 31, Related Parties Notes Payable During 2012, we entered into two 6-month term loan agreements with an entity, totaling $150,000. The notes included warrants for 68,146 shares of common stock at $0.73 per share which expired unexercised in 2017. The note matured and in March 2020 the full outstanding principal balance of $41,500 and unpaid accrued interest of $31,515 was converted into 98,726 shares of common stock. 7 % $ - $ 41,500 In March 2014, we entered into a $50,000 12-month term loan agreement. The note included warrants for 136,292 shares of common stock at $0.92 per share. The warrants expired unexercised on February 28, 2017. The note matured and in March 2020 the full outstanding principal balance of $50,000 and unpaid accrued interest of $24,145 was converted into 99,252 shares of common stock. 8 % - 50,000 During 2015, we entered into a 12-month term loan agreement with an individual in the amount $250,000. The note matured and in March 2020 the full outstanding principal balance of $250,000 and unpaid accrued interest of $101,850 was converted into 98,726 shares of common stock. 8 % - 250,000 In February 2012, we entered into a loan agreement with an officer of the Company in the amount of $100. On September 25, 2018 an additional $10,500 loan agreement was entered into. The note matured and in March 2020 the full outstanding principal balance of $10,600 and unpaid accrued interest of $1,189 was converted into 15,734 shares of common stock. 7 % - 10,600 During 2013, 2014, 2015, and 2016, we entered into several 12-month term loan agreements with an officer of the Company in the amounts of $57,000, $225,000, $105,000, and $9,000, respectively. The note matured and in March 2020 the full outstanding principal balance of $396,000 and unpaid accrued interest of $146,828 was converted into 727,344 shares of common stock. 7 % - 396,000 During 2012, 2013, 2014, and 2016, we entered into 6-month term loan agreements with an officer of the Company in the amounts of $155,000, $210,000, $150,000 and $40,000, all respectively. The notes included warrants for issuances of 204,438 shares of common stock at $.092 per share. The warrants expired unexercised on March 1, 2017. The note matured and in March 2020 the full outstanding principal balance of $495,000 and unpaid accrued interest of $213,010 was converted into 942,504 shares of common stock. 7 % - 495,000 During 2013, 2014 and 2017, we entered into 12-month term loan agreements with an officer of the Company in the amounts of $60,000, $50,000 and $10,000. The note matured and in March 2020 the full outstanding principal balance of $120,000 and unpaid accrued interest of $50,305 was converted into 228,328 shares of common stock. 7 % - 120,000 During 2018, we entered into a long term note payable with an entity owned by an officer for $12,000 to be payable on July 10, 2020. The note matured and in March 2020 the full outstanding principal balance of $12,000 and unpaid accrued interest of $1,050 was converted into 17,407 shares of common stock. 12 % - 12,000 In December 2020, we entered into a 18 month loan with an individual in the amount of $2,000,000. The loan requires 18 monthly amortized payments of principal and interest in the amount of $144,444 with the final payment due June 2022. 2 % 2,000,000 - During 2019, we entered into a term note payable with an entity owned by an officer for $130,000 to be paid on August 8, 2019. The note matured and in March 2020 the full outstanding principal balance of $130,000 and unpaid accrued interest of $9,078 was converted into 182,525 shares of common stock. 12 % - 130,000 $ 2,000,000 $ 1,505,100 |
Convertible Bridge Loans Payable [Member] | |
Schedule of debt | Interest September 30, December 31, Convertible Bridge Loans Payable In May 2015, we entered into a 3-month term loan agreement with an individual in the amount of $100,000. The annual interest rate for this bridge loan was 32% for the first 90 days, and 4% thereafter, compounded monthly. This loan matured and remains in default. See left $ 100,000 $ 100,000 In October 2015, we entered into a 3-month term loan agreement with two individuals in the amount of $25,000. On December 26, 2018, the outstanding principal and accrued interest of $14,388 was consolidated into a new $39,388 term loan due August 26, 2020. In March 2020 the full outstanding principal balance of $39,388 and unpaid accrued interest of $5,973 was converted into 59,694 shares of common stock. 12 % - 39,388 In June 2015, we entered into a 3-month term loan with two individuals in the amount of $100,000. On December 26, 2018, the outstanding principal amount of $100,000 and accrued interest of $64,307 was consolidated into a new $164,307 term loan due August 26, 2020. In March 2020 the full outstanding principal balance of $164,307 and unpaid accrued interest of $24,916 was converted into 249,013 shares of common stock. 12 % - 164,307 During 2016, 2017 and 2018, we entered into multiple loan agreements with an entity in varying amounts. On December 26, 2018, the outstanding principal of $235,500 and accrued interest of $155,861 was consolidated into a new $391,361 term due August 26, 2020. In March 2020 the full outstanding principal balance of $391,361 and unpaid accrued interest of $43,823 was converted into 435,184 shares of common stock. 12 % - 391,361 During 2016, we entered into 3-month term loan agreements with an individual totaling $20,000. The loan was extended to August 14, 2020. In March 2020 the full outstanding principal balance of $20,000 and unpaid accrued interest of $10,096 was converted into 41,336 shares of common stock. 9 % - 20,000 During 2014 through 2018, we entered into convertible promissory note agreements with various terms ranging from 90 days to 18 months at 18% interest with an entity which were consolidated into one loan at 12% in 2018 totaling $795,137 with a due date of August 26, 2020. In March 2020 the full outstanding principal balance of $795,137 and unpaid accrued interest of $89,037 was converted into 884,174 shares of common stock. 12 % - 795,137 During 2015 and 2016, we entered into a series of 3-month term convertible promissory note agreements at 18% interest with an entity which were consolidated into one loan at 12% in 2018 totaling $692,471 with a due date of August 26, 2020. In March 2020 the full outstanding principal balance of $692,471 and unpaid accrued interest of $77,541 was converted into 770,012 shares of common stock. 12 % - 692,471 $ 100,000 $ 2,202,664 |
Revenue Financing Arrangements [Member] | |
Schedule of debt | Interest 2020 2019 Revenue Financing Arrangements During August 2015, we entered into a 3-month term loan agreement with an entity in the amount of $50,000, with required daily payments of $999. we entered into two additional 3-month loan agreements with the entity in 2016 in the amounts of $60,000 and $57,000, with required daily payments of $928 and $713, respectively. The term loans have been paid. 10 % - 28,032 During November 2016, we entered into a short-term loan agreement with an entity in the amount of $55,000 with required daily payments of $1,299. The note was in default as of December 31, 2018. In 2019, we entered into a settlement agreement with monthly installment payments of $6,000. The loan was fully repaid in 2020. 12 % - 17,435 $ - $ 45,464 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
Schedule of inventories | Inventories consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Raw materials $ 247,095 $ 184,950 Finished goods 326,995 314,791 Total inventories $ 574,090 $ 499,741 | Inventories consist of the following at December 31, 2019 and 2018: 2019 2018 Raw materials $ 184,950 $ 319,906 Finished goods 314,791 420,914 Total inventories $ 499,741 $ 740,820 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Property and equipment | Property and equipment as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Property and equipment, at cost 718,884 88,758 Accumulated depreciation (37,532 ) (51,029 ) Property and equipment, net 681,352 37,729 | ||
Copa Di Vino Corporation [Member] | |||
Schedule of Property and equipment | Property and equipment consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Leasehold improvements $ 1,005,673 $ 1,005,673 Machinery and equipment 1,487,063 1,486,213 Tanks 164,195 164,195 Furniture and fixtures 54,750 54,750 2,711,681 2,710,831 Less accumulated depreciation and amortization (1,816,743 ) (1,693,479 ) 894,938 1,017,352 Construction in progress 26,098 19,799 Total property and equipment, net $ 921,036 $ 1,037,151 | Property and equipment consist of the following at December 31, 2019 and 2018: 2019 2018 Leasehold improvements $ 1,005,673 $ 1,003,697 Machinery and equipment 1,486,213 1,479,139 Tanks 164,195 164,195 Furniture and fixtures 54,750 53,363 2,710,831 2,700,394 Less accumulated depreciation and amortization (1,693,479 ) (1,520,132 ) 1,017,352 1,180,262 Construction in progress 19,799 5,086 Total property and equipment, net $ 1,037,151 $ 1,185,348 | |
Canfield [Member] | |||
Schedule of Property and equipment | Property and equipment are recorded at cost and consist of the following: December 31, 2019 2018 Office equipment $ 2,934 $ 2,934 Vehicles 70,208 70,208 Wheelchair rental pool 66,191 78,392 Total property and equipment 139,333 151,534 Accumulated depreciation (95,488 ) (92,907 ) Net property and equipment $ 43,845 $ 58,627 | ||
Schedule of estimated useful lives of equipment | Depreciation is computed using the straight-line method based upon estimated useful lives as follows: Office equipment 7 years Vehicles 5 years Wheelchair rental pool 13 months |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows: 2020 2019 Federal Statutory Tax Rate 21.00 % 21.00 % Permanent Differences (4.63 %) (6.56 %) Change in Valuation Allowance (16.37 %) (14.44 %) Net deferred tax asset - - | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31 are as follows: 2020 2019 Deferred Tax Assets: Net Operating Losses $ 12,544,738 $ 5,887,022 Deferred Rent 380 1,381 Accrued Interest/Interest Expense Limitation 1,031,967 962,838 Total deferred tax assets 13,577,085 6,851,241 Deferred Tax Liabilities: Depreciation (179,561 ) (7,354 ) Total deferred tax liabilities (179,561 ) (7,354 ) Less: Valuation allowance (13,397,525 ) (6,843,887 ) Total Net Deferred Tax Assets $ - $ - | |
Copa Di Vino Corporation [Member] | ||
Schedule of provision for income taxes | The provision for income taxes consists of the following for the year ended December 31, 2019 and 2018: 2019 2018 Current income tax expense State and local income taxes $ 2,194 $ 2,281 Provision for income taxes $ 2,194 $ 2,281 | |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to the deferred tax asset (liability) is as follows at December 31, 2019 and 2018: 2019 2018 Deferred tax assets Net operating losses $ 778,700 $ 915,300 Accrued interest – stockholder note 28,200 29,600 Inventory adjustments 57,100 73,000 Other 400 200 Total deferred tax asset 864,400 1,018,100 Deferred tax liabilities Fixed asset basis (109,600 ) (112,500 ) Total deferred tax liability (109,600 ) (112,500 ) Valuation allowance (754,800 ) (905,600 ) Net deferred tax asset $ - $ - |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) - Canfield [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Long Term Debt | Long-term debt consists of the following vehicle loans, which are collateralized by their underlying vehicles with net carrying values exceeding the outstanding loan amounts : December 31, December 31, 3.53% installment note payable $352 monthly, including interest, through July 2019 $ — $ 2,782 3.79% installment note payable $299 monthly, including interest, through July 2021 5,216 8,532 2.99% installment note payable $350 monthly, including interest, through August 2019 — 2,425 Total 5,216 13,739 Less principal due within one year (3,152 ) (8,241 ) TOTAL LONG-TERM DEBT $ 2,064 $ 5,498 |
Schedule of Principal amount due to Long Term Assets | Principal payments due on long-term debt subsequent to December 31, 2019, are as follows: 2020 $ 3,152 2021 2,064 TOTAL $ 5,216 |
Deficiency in Stockholders' E_2
Deficiency in Stockholders' Equity (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Stock Options Activity | Weighted Options Exercise Outstanding - Beginning of 2019 - $ - Granted 1,124,410 $ 0.77 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2019 1,124,410 $ 0.77 Granted 2,634,500 $ 0.75 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2020 3,758,910 $ 0.76 Exercisable at December 31, 2020 3,758,910 $ 0.76 Weighted average grant date fair value of options during year 2,634,500 Weighted average duration to expiration of outstanding options at December 31, 2020 4.6 | |
Canfield [Member] | ||
Schedule of compensation | On the grant date, total recognized compensation of $160,786 was recorded as salaries and wages . For the year ended December 31, 2019 Number of shares 300,000 Fair market value per share $ 0.54 Stock based compensation recognized $ 160,786 | |
Schedule of Valuation Assumptions | The fair value of each option award above is estimated using the Black-Scholes option-pricing model with the following assumptions at the measurement date, which was deemed to be the November 26, 2019 grant date: Measurement date Dividend yield 0 % Expected volatility 314.95 % Risk-free interest rate 1.58 % Expected life (years) 2 Stock Price $ 0.55 Exercise Price $ 0.55 | |
Schedule of Stock Options Activity | A summary of the activity for the Company's stock options is as follows: December 31, 2019 Shares Weighted Average Outstanding, beginning of year 0 $ 0 Granted 300,000 $ 0.55 Exercised 0 $ 0 Canceled 0 $ 0 Outstanding, end of year 300,000 $ 0.55 Weighted average fair value of options granted $ 0.55 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | Weighted Options Exercise Outstanding - Beginning of 2019 - $ - Granted 1,124,410 $ 0.77 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2019 1,124,410 $ 0.77 Granted 2,634,500 $ 0.75 Exercised - $ - Cancelled/forfeited - $ - Outstanding - December 31, 2020 3,758,910 $ 0.76 Exercisable at December 31, 2020 3,758,910 $ 0.76 Weighted average grant date fair value of options during year 2,634,500 Weighted average duration to expiration of outstanding options at December 31, 2020 4.6 |
Related Parties (Tables)
Related Parties (Tables) - Copa Di Vino Corporation [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of future minimum lease payment | The Company is contractually obligated under the lease for annual payments as follows: 2020 (3 months) 45,000 2021 180,000 2022 180,000 2023 180,000 2024 180,000 Thereafter 45,000 Total $ 810,000 | The Company is contractually obligated under the lease for annual payments as follows: Years ending December 31, 2020 $ 177,000 2021 180,000 2022 180,000 2023 180,000 2024 180,000 Thereafter 90,000 Total $ 987,000 |
Schedule of related party debt | Related party payables consist of the following at September 30, 2020 and December 31, 2019: 2020 2019 Discover Development LLC $ 992,710 $ 108,426 Drinx Tec Inc. note payable (see below) - 125,000 Total related party notes payable $ 992,710 $ 233,426 | Related party payables consist of the following at December 31, 2019 and 2018: 2019 2018 Discover Development LLC $ 108,426 $ 353,445 Drinx Tec Inc. note payable (see below) 125,000 125,000 Other - 30,884 Total related party notes payable $ 233,426 $ 509,329 |
Operating Lease Obligations (Ta
Operating Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Maturities of lease liabilities | The following table presents the discounted present value of minimum lease payments for our office and warehouses to the amounts reported as financial lease liabilities on the consolidated balance sheet at December 31, 2020: Undiscounted Future Minimum Lease Payments Operating 2021 $ 59,291 Thereafter 26,673 Total 85,964 Amount representing imputed interest (2,965 ) Total operating lease liability 82,999 Current portion of operating lease liability 57,478 Operating lease liability, non-current $ 25,521 |
Lease costs | The table below presents information for lease costs related to our operating leases at December 31, 2020: Operating lease cost: Amortization of leased assets $ 114,032 Interest of lease liabilities 10,776 Total operating lease cost $ 124,808 |
Summary of lease-related terms and discount rates | The table below presents lease-related terms and discount rates at December 31, 2020: Remaining term on leases 9 to 25 months Incremented borrowing rate 5.0 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SBG [Member] | |
Schedule of Business Acquisitions, by Acquisition | The following summarizes our allocation of the purchase price for the acquisition: Cash and cash equivalents $ 72,442 Accounts receivable $ 311,586 Inventory $ 21,415 Property and equipment $ 38,110 Goodwill $ 9,448,832 Accounts payable, accrued expenses and other liabilities $ 719,221 Purchase price $ 9,173,164 |
Purchase Accounting [Member] | |
Schedule of Business Acquisitions, by Acquisition | The following summarizes our allocation of the purchase price for the acquisition: Purchase Accounts receivable, net 88,131 Other current assets 11,236 Inventory 273,951 Property and equipment, net 663,273 License agreement, net 222,095 Goodwill 5,672,823 Total identifiable assets 6,931,509 Accounts payable and accrued expenses 882,279 Note payable 69,212 Equity 5,980,000 Total liabilities and equity 6,931,509 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Copa Di Vino Corporation [Member] | ||
Schedule of notes payable | Notes payable consist of the following at September 31, 2020 and December 31, 2019: 2020 2019 Note payable to a vendor, weekly payments of at least $2,000 beginning December 2, 2016, including fixed interest of 4% at December 31, 2019 and 2018, until paid in full. - 38,763 Note payable to an individual, monthly interest only payments, including fixed interest of 14%, due on December 7, 2020. - 150,000 Notes payable to an individual, monthly interest only payments, including fixed interest of 15% and 20% at December 31, 2019 and 2018, respectively, due in May 2020. - 215,000 PPP loan through the SBA. 159,900 - Note payable to an individual, monthly interest only payments at 6% due on September 1, 2021. 150,000 150,000 Notes payable for license agreements (see Note 1) due in 36 monthly payments of $10,000, interest imputed at 10%, maturing in January 2021. 99,212 149,212 409,112 702,975 Less current portion (249,212 ) (543,058 ) Total notes payable, net of current portion $ 159,900 $ 159,917 | Notes payable consist of the following at December 31, 2019 and 2018: 2019 2018 Note payable to a vendor, monthly payments of $10,000 beginning January 1, 2017 until paid in full, paid in 2019. $ - $ 3,749 Note payable to a vendor, monthly payments of approximately $5,000 beginning November 15, 2017 with payments increasing to $10,000 per month, paid in 2019. - 28,400 Note payable to a vendor, weekly payments of at least $2,000 beginning December 2, 2016, including fixed interest of 4% at December 31, 2019 and 2018, until paid in full. 38,763 51,297 Note payable to an individual, monthly interest only payments, including fixed interest of 14%, due on December 7, 2020. 150,000 150,000 Notes payable to an individual, monthly interest only payments, including fixed interest of 15% and 20% at December 31, 2019 and 2018, respectively, due in May 2020. 215,000 215,000 Notes payable to an individual, monthly payments including fixed interest of 10%, paid in full in December 2019. - 25,974 Note payable to an individual, monthly interest only payments at 6% due on September 1, 2021. 150,000 150,000 Notes payable for license agreements (see Note 1) due in 36 monthly payments of $10,000, interest imputed at 10%, maturing in January 2021. 149,212 224,835 702,975 849,255 Less current portion (543,058 ) (211,533 ) Total notes payable, net of current portion $ 159,917 $ 637,722 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Note: The Copa di Vino business is included in our Splash Beverage Group segment. Revenue 2020 2019 Splash Beverage Group 404,128 20,387 E-Commerce 1,896,599 - Medical Devices (Discontinued) 675,213 - Total Revenues 2,975,940 20,387 Total assets 2020 2019 Splash Beverage Group 8,403,670 446,288 B2C Business 505,646 159,026 Medical Devices (Discontinued) 316,572 - Total Assets 9,225,888 605,314 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of lease expense and supplemental information related to lease | The table below presents information for lease costs related to our operating leases at December 31, 2020: Operating lease cost: Amortization of leased assets $ 114,032 Interest of lease liabilities 10,776 Total operating lease cost $ 124,808 | |
Maturities of lease liabilities | The following table presents the discounted present value of minimum lease payments for our office and warehouses to the amounts reported as financial lease liabilities on the consolidated balance sheet at December 31, 2020: Undiscounted Future Minimum Lease Payments Operating 2021 $ 59,291 Thereafter 26,673 Total 85,964 Amount representing imputed interest (2,965 ) Total operating lease liability 82,999 Current portion of operating lease liability 57,478 Operating lease liability, non-current $ 25,521 | |
Canfield [Member] | ||
Components of lease expense and supplemental information related to lease | The Company recognized $27,504 in lease expense during each of the years ended December 31, 2019 and 2018. Remaining lease term at December 31, 2019 (in months) 9 Discount rate 5 % Year Ended December 31, 2019 Operating lease expense $ 27,504 Cash paid for amounts included in measurement of lease liability $ 27,504 | |
Supplemental balance sheet information related to leases | The supplemental balance sheet information related to leases for the period is as follows: Right-of-Use Asset ROU Asset, January 1, 2019 $ 43,677 Amortization of ROU Asset (24,959 ) ROU Asset, December 31, 2019 $ 18,718 | |
Maturities of lease liabilities | Maturities of the Company’s lease liabilities are as follows: Year Ending Payments 2020 $ 20,628 Less: Imputed interest/present value discount (1,910 ) Present value of lease liability at December 31, 2019 $ 18,718 |
UNAUDITED PRO FORMA CONSOLIDA_2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENTS | The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Copa’s audited financial statements as of and for the years ended December 31, 2019 and 2018 and Copa’s unaudited Condensed financial statements for the nine-month period ended September 30, 2020 and SBG’s audited financial statements for the years ended December 31, 2019 and 2018, as included in its Annual Report on Form 10K for the year ended December 31, 2019 and SBG’s unaudited Condensed Consolidated financial statements for the nine-month period ended September 30, 2020 on Form 10-Q. Condensed Consolidated Balance Sheet - September 30, 2020: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Current Assets 3,139,157 983,036 (a) (268,516 ) 3,353,677 (b) 1,500,000 (c) (2,000,000 ) Non-current Assets 448,928 1,148,048 (a) (256,479 ) 1,340,497 Investment in Copa (c) 5,980,000 - (d) (5,980,000 ) Goodwill 9,448,852 - (d) 6,187,004 15,635,856 Total Assets 13,036,937 2,131,084 5,162,009 20,330,030 Accounts Payable and Other 1,151,250 1,650,184 2,801,434 Loans Payable and Accrued Interest 2,799,194 1,193,270 (a) (1,030,361 ) 2,962,103 Loans Payable - Non-current - 159,900 (a) (159,900 ) - Credit Facility (b) 1,500,000 1,500,000 Contingently convertible Promissory Note (c) 2,000,000 2,000,000 Liability to issue Shares (c) 1,980,000 1,980,000 Other non-current 32,940 - 32,940 Total Liabilities 3,983,384 3,003,354 4,289,739 11,276,477 Mezzanine Shares 9,248,720 - 9,248,720 Equity Common Stock 60,575 32,435 (d) (32,435 ) 60,575 Paid-in Capital 38,763,100 4,258,399 (a) (665,266 ) 38,763,100 (d) (3,593,133 ) Accumulated Deficit (39,018,842 ) (5,163,104 ) (d) 5,163,104 (39,018,842 ) Total Equity (195,167 ) (872,270 ) 872,270 (195,167 ) Total Liabilities and Equity 13,036,937 2,131,084 5,162,009 20,330,030 (a) To exclude certain assets and liabilities of Copa not included as part of the Purchase Agreement (b) To record the proceeds received from $1.5 million Credit Facility (c) To record purchase consideration in the amount of $5,9480,000, consisting of cash ($2,000,000), contingently convertible promissory note ($2,000,000) and contingent purchase consideration issuable in common stock ($1,980,000) (d) To record the preliminary purchase price allocation to the net assets acquired Condensed Consolidated Statement of Operations – Nine-Months Ended September 30, 2020: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Revenues 1,733,926 2,234,993 (e) (246,677 ) 3,722,242 Cost of Sales (965,966 ) (1,698,407 ) (e) 186,339 (2,478,034 ) Gross Margin 767,960 536,586 1,244,208 Operating Expenses 5,000,715 987,914 (e) (20,274 ) 5,968,355 Loss from Operations (4,232,755 ) (451,328 ) (4,724,147 ) Interest Expense (1,958,601 ) (99,163 ) (f) (1,452,710 ) (3,510,473 ) Other Income (Expense) 69,193 - 69,193 Net Loss (6,122,163 ) (550,491 ) (8,165,428 ) Net loss per share (0.12 ) (0.15 ) Weighted Average Shares Outstanding 53,108,031 53,108,031 (e) To eliminate revenues and related expenses associated with assets excluded from the Purchase Agreement (f) To record interest expense on Credit Facility and Convertible Note Income Statement - December 31, 2019: (Unaudited) Pro Forma Copa di Pro Forma Condensed Splash Vino Adjustments Consolidated Revenues 1,038,220 5,712,864 (g) (270,313 ) 6,480,771 Cost of Sales (754,374 ) (3,654,539 ) (g) 257,543 (4,151,370 ) Gross Margin 283,846 2,058,325 2,329,401 Operating Expenses 5,241,301 1,994,522 (g) (27,032 ) 7,208,791 Loss from Operations (4,957,455 ) 63,803 (4,879,390 ) Interest Expense (88,741 ) (190,740 ) (h) (1,842,750 ) (2,122,231 ) Other Income (Expense) 18,061 19,019 37,080 Net Loss (5,028,135 ) (107,918 ) (6,964,542 ) Net loss per share (0.12 ) (0.17 ) Weighted Average Shares Outstanding 42,154,947 42,154,947 (g) To eliminate revenues and related expenses associated with assets excluded from transaction (h) To record interest expense on Credit Facility and Convertible Note |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) - Copa Di Vino Corporation [Member] | 1 Months Ended |
Dec. 24, 2020USD ($) | |
Convertible Note | $ 2,000,000 |
Asset Purchase Agreement [Member] | |
Total purchase price | 5,980,000 |
Cash Consideration | $ 2,000,000 |
ORGANIZATION, OPERATIONS AND SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 798,273 | $ 304,012 | |
Canfield | |||
Total | 30,559 | $ 41,695 | |
Durable medical equipment | Canfield | |||
Total | 22,759 | 33,570 | |
Medical supplies | Canfield | |||
Total | 249 | 1,076 | |
Enteral | Canfield | |||
Total | $ 7,551 | $ 7,049 |
ORGANIZATION, OPERATIONS AND _2
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - Canfield | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue recognition percent | 100.00% | 100.00% |
Medicare | ||
Revenue recognition percent | 19.00% | 29.00% |
Medicaid | ||
Revenue recognition percent | 7.00% | 9.00% |
Private pay/private insurance | ||
Revenue recognition percent | 73.00% | 58.00% |
Other [Member] | ||
Revenue recognition percent | 1.00% | 4.00% |
ORGANIZATION, OPERATIONS AND _3
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - Canfield [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) applicable to common shareholders | $ (477,234) | $ 68,206 |
Weighted average common shares outstanding, basic | 11,635,534 | 11,385,693 |
Stock options | 300,000 | 0 |
Weighted average common shares outstanding, diluted | 11,935,534 | 11,385,693 |
Net Income per share - Basic | $ (0.04) | $ 0.01 |
Income per shares - Diluted | $ (0.04) | $ 0.01 |
ORGANIZATION, OPERATIONS AND _4
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - Canfield [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Rent | $ 27,504 | $ 27,504 |
Office expenses | 25,765 | 40,727 |
Other SG&A | 150,806 | 126,079 |
Total | $ 204,075 | $ 194,310 |
ORGANIZATION, OPERATIONS AND _5
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 21, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares sold for proceeds | 300,000 | |||
Advertising cost | $ 146,579 | $ 4,767 | ||
Net operating loss carryforwards | $ 49,495,907 | |||
Federal tax rate | 21.00% | 21.00% | ||
Canfield [Member] | ||||
Proceeds from sales of common stock | $ 100,000 | $ 2,000 | ||
Number of shares sold for proceeds | 336,000 | 200,000 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Advertising cost | 13,453 | 18,129 | ||
Net operating loss carryforwards | $ 462,000 | $ 144,000 | ||
Federal tax rate | 21.00% | 21.00% | ||
State tax rate | 5.00% | 5.00% | ||
Loss carryforwards | $ 120,000 | $ 37,440 | ||
Change in valuation allowance | 82,560 | $ (19,760) | ||
Deferred tax assets | $ 120,000 | |||
WesBev | Canfield [Member] | ||||
Shares Aquired | 8,000,000 | |||
Percentage of acquisition | 69.70% | |||
Proceeds from sales of common stock | $ 100,000 | |||
Number of shares sold for proceeds | 336,000 | |||
Total shares | 8,336,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Property and equipment, at cost | $ 718,884 | $ 88,758 |
Accumulated depreciation | (37,532) | (51,029) |
Property and equipment, net | $ 681,352 | $ 37,729 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Net loss from continuing applicable to common shareholders | $ (19,227,703) | $ (5,135,731) |
Net loss from discontinued applicable to common shareholders | $ (9,446,853) | $ 0 |
Weighted average number of common shares outstanding | 55,615,276 | 41,064,985 |
Net loss per share from continuing operations (basic diluted) | $ (0.35) | $ (0.13) |
Net income per share from discontinued operations (basic diluted) | $ (0.17) | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - Copa Di Vino Corporation [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leasehold Improvements [Member] | ||
Property and equipment, useful lives | 10-39 years | 10-39 years |
Tanks, machinery, and equipment [Member] | ||
Property and equipment, useful lives | 3–20 years | 3–20 years |
Furniture and Fixtures [Member] | ||
Property and equipment, useful lives | 5–15 years | 5–15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 55,616 | $ 19,781 | |||
Accounts Receivable, net | 484,858 | 11,430 | |||
Cash equivalents | 0 | 0 | |||
Federally insured limits | $ 29,300 | ||||
Potentially dilutive shares | 3,000,000 | ||||
Uncertain tax positions | $ 0 | 0 | |||
Advertising | 146,579 | 4,767 | |||
Inventory reserves | $ 366,109 | 150,974 | |||
Estimated useful lives | 10 years | ||||
Copa Di Vino Corporation [Member] | |||||
Depreciation expense | $ 151,800 | 173,300 | $ 177,000 | ||
Accounts Receivable, net | 191,981 | $ 402,443 | 402,443 | 312,315 | |
Uncertain tax positions | 0 | 0 | 0 | 0 | |
Advertising | 82,200 | 164,600 | 48,500 | 116,600 | |
Allowance for uncollectible accounts | 0 | 122,000 | 122,000 | ||
Impairement of inventory | 25,000 | 0 | 149,994 | ||
Tax payable | 173,659 | 173,659 | 173,659 | ||
License agreement, net | 82,900 | 59,400 | 28,409 | ||
Revenue, net | 152,504 | 281,698 | 411,600 | 340,700 | |
Samples expense | 10,113 | 33,175 | 48,400 | 68,600 | |
Shipping and handling costs | 152,400 | $ 297,000 | 426,200 | $ 491,900 | |
Copa Di Vino Corporation [Member] | Licensing Agreements [Member] | |||||
Amortization of license agreement | $ 31,000 | $ 31,000 | |||
Estimated useful lives | 10 years | 10 years | |||
Minimum [Member] | |||||
Property equipment useful lives | 3 years | ||||
Maximum [Member] | |||||
Property equipment useful lives | 39 years |
Management's Plan (Details Narr
Management's Plan (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | |
Accumulated deficit | $ (61,589,735) | $ (31,845,506) | |||
Copa Di Vino Corporation [Member] | |||||
Accumulated deficit | (4,612,613) | $ (5,152,751) | $ (4,612,613) | $ (4,504,695) | |
Accounts payable | 500,000 | 788,000 | |||
Notes payable, current portion | 543,058 | $ 1,200,000 | |||
Copa Di Vino Corporation [Member] | Payroll Protection Program [Member] | |||||
Proceeds from loan | $ 159,900 | $ 159,900 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Total inventories | $ 798,273 | $ 304,012 | |||
Copa Di Vino Corporation [Member] | |||||
Raw materials | $ 236,994 | 184,950 | $ 319,906 | ||
Finished goods | 326,995 | 314,791 | 420,914 | ||
Total inventories | $ 563,989 | $ 499,741 | $ 499,741 | $ 740,820 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 718,884 | $ 88,758 | |||
Accumulated depreciation | (37,532) | (51,029) | |||
Property and equipment, net | $ 681,352 | 37,729 | |||
Canfield [Member] | |||||
Property and equipment, gross | 139,333 | $ 151,534 | |||
Accumulated depreciation | (95,488) | (92,907) | |||
Property and equipment, net | 43,845 | 58,627 | |||
Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | $ 894,938 | 1,017,352 | 1,180,262 | ||
Accumulated depreciation | (1,821,771) | (1,693,479) | (1,520,132) | ||
Property and equipment, net | 921,036 | 1,037,151 | $ 1,037,151 | 1,185,348 | |
Office Equipment [Member] | |||||
Property and equipment, gross | 2,934 | 2,934 | |||
Vehicles [Member] | |||||
Property and equipment, gross | 70,208 | 70,208 | |||
Wheelchair rental pool [Member] | |||||
Property and equipment, gross | 66,191 | 78,392 | |||
Leasehold Improvements [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | 1,005,673 | 1,005,673 | 1,003,697 | ||
Machinery and Equipment [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | 1,487,063 | 1,486,213 | 1,479,139 | ||
Tank [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | 169,223 | 164,195 | 164,195 | ||
Furniture and Fixtures [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | 54,750 | 54,750 | 53,363 | ||
Gross [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | 2,716,709 | 2,710,831 | 2,700,394 | ||
Construction in Progress [Member] | Copa Di Vino Corporation [Member] | |||||
Property and equipment, gross | $ 26,098 | $ 19,799 | $ 5,086 |
EQUIPMENT (Details 1)
EQUIPMENT (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Office Equipment [Member] | |
Useful life of asset (in years) | 7 years |
Vehicles [Member] | |
Useful life of asset (in years) | 5 years |
Wheelchair rental pool [Member] | |
Useful life of asset (in years) | 13 months |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation | $ 55,616 | $ 19,781 | ||
Canfield [Member] | ||||
Depreciation | 63,758 | $ 62,825 | ||
Copa Di Vino Corporation [Member] | ||||
Depreciation | $ 151,800 | $ 173,300 | $ 177,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net losses | $ (28,674,556) | $ (5,135,731) |
Accumulated deficit | (61,589,735) | $ (31,845,506) |
Working capital | (3,200,000) | |
Debt default | $ 1,000,000 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Rate | 1.00% | ||
Notes Payable | $ 2,239,780 | $ 875,000 | |
Principal amount | $ 158,000 | ||
Warrant issued | 975,000 | ||
Stock Price | $ 0.25 | ||
Notes Payable 1 [Member] | |||
Interest Rate | 7.00% | ||
Notes Payable | $ 0 | 25,000 | |
Principal amount | $ 25,000 | ||
Maturity Date | Mar. 31, 2020 | ||
Stock issued for conversion of debt, shares | 234,767 | ||
Notes Payable 1 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 25,000 | ||
Notes Payable 1 [Member] | Principal | |||
Stock issued for conversion of debt | $ 11,345 | ||
Notes Payable 2 [Member] | |||
Interest Rate | 15.00% | ||
Notes Payable | $ 150,000 | 150,000 | |
Principal amount | $ 200,000 | ||
Warrant issued | 66,146 | ||
Stock Price | $ 0.73 | ||
Warrants expired date | Feb. 28, 2017 | ||
Notes Payable 3 [Member] | |||
Interest Rate | 15.00% | ||
Notes Payable | $ 0 | 500,000 | |
Principal amount | $ 500,000 | ||
Maturity Date | Mar. 31, 2020 | ||
Stock issued for conversion of debt, shares | 1,124,802 | ||
Warrant issued | 681,461 | ||
Stock Price | $ 0.92 | ||
Warrants expired date | Feb. 28, 2017 | ||
Notes Payable 3 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 373,065 | ||
Notes Payable 3 [Member] | Principal | |||
Stock issued for conversion of debt | $ 500,000 | ||
Notes Payable 4 [Member] | |||
Interest Rate | 8.00% | ||
Notes Payable | $ 200,000 | 200,000 | |
Principal amount | $ 200,000 | ||
Warrant issued | 272,584 | ||
Stock Price | $ 0.94 | ||
Warrants expired date | Feb. 28, 2017 | ||
Notes Payable 5 [Member] | |||
Interest Rate | 1.00% | ||
Notes Payable | $ 89,612 | 0 | |
Principal amount | $ 89,612 | ||
Maturity Date | May 31, 2020 | ||
Loan forgiven | $ 73,167 | ||
Notes Payable 6 [Member] | |||
Interest Rate | 12.00% | ||
Notes Payable | $ 100,000 | 0 | |
Principal amount | $ 100,000 | ||
Maturity Date | Dec. 31, 2020 | ||
Notes Payable 7 [Member] | |||
Interest Rate | 4.80% | ||
Notes Payable | $ 62,719 | 0 | |
Principal amount | 112,000 | ||
Periodic payment` | $ 12,247 | ||
Notes Payable 8 [Member] | |||
Interest Rate | 0.00% | ||
Notes Payable | $ 59,212 | 0 | |
Maturity Date | Jan. 31, 2021 | ||
Periodic payment` | $ 10,000 | ||
Notes Payable 9 [Member] | |||
Interest Rate | 0.00% | ||
Notes Payable | $ 1,578,237 | $ 0 | |
Principal amount | $ 1,578,237 |
Debt (Details 1)
Debt (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Interest Rate | 1.00% | ||||||||
Related Parties Notes Payable | $ 2,000,000 | $ 1,505,100 | |||||||
Principal amount | $ 158,000 | ||||||||
Warrant issued | 975,000 | ||||||||
Stock Price | $ 0.25 | ||||||||
Related Parties Notes Payable 1 [Member] | |||||||||
Interest Rate | 7.00% | ||||||||
Related Parties Notes Payable | $ 0 | 41,500 | |||||||
Principal amount | $ 150,000 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 98,726 | ||||||||
Warrant issued | 68,146 | ||||||||
Stock Price | $ 0.73 | ||||||||
Warrants expired date | Dec. 31, 2017 | ||||||||
Related Parties Notes Payable 1 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 41,500 | ||||||||
Related Parties Notes Payable 1 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 31,515 | ||||||||
Related Parties Notes Payable 2 [Member] | |||||||||
Interest Rate | 8.00% | ||||||||
Related Parties Notes Payable | $ 0 | 50,000 | |||||||
Principal amount | $ 50,000 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 99,252 | ||||||||
Warrant issued | 136,292 | ||||||||
Stock Price | $ 0.92 | ||||||||
Warrants expired date | Feb. 28, 2017 | ||||||||
Related Parties Notes Payable 2 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 50,000 | ||||||||
Related Parties Notes Payable 2 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 24,145 | ||||||||
Related Parties Notes Payable 3 [Member] | |||||||||
Interest Rate | 8.00% | ||||||||
Related Parties Notes Payable | $ 0 | 250,000 | |||||||
Principal amount | $ 250,000 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 98,726 | ||||||||
Related Parties Notes Payable 3 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 250,000 | ||||||||
Related Parties Notes Payable 3 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 101,850 | ||||||||
Related Parties Notes Payable 4 [Member] | |||||||||
Interest Rate | 7.00% | ||||||||
Related Parties Notes Payable | $ 0 | 10,600 | |||||||
Principal amount | $ 10,600 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 15,734 | ||||||||
Related Parties Notes Payable 4 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 10,600 | ||||||||
Related Parties Notes Payable 4 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 1,189 | ||||||||
Related Parties Notes Payable 5 [Member] | |||||||||
Interest Rate | 7.00% | ||||||||
Related Parties Notes Payable | $ 0 | 396,000 | |||||||
Principal amount | $ 9,000 | $ 105,000 | $ 225,000 | $ 57,000 | |||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 727,344 | ||||||||
Related Parties Notes Payable 5 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 396,000 | ||||||||
Related Parties Notes Payable 5 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 146,828 | ||||||||
Related Parties Notes Payable 6 [Member] | |||||||||
Interest Rate | 7.00% | ||||||||
Related Parties Notes Payable | $ 0 | 495,000 | |||||||
Principal amount | $ 40,000 | 150,000 | 210,000 | $ 155,000 | |||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 942,504 | ||||||||
Warrant issued | 204,438 | ||||||||
Stock Price | $ 0.92 | ||||||||
Related Parties Notes Payable 6 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 495,000 | ||||||||
Related Parties Notes Payable 6 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 213,010 | ||||||||
Related Parties Notes Payable 7 [Member] | |||||||||
Interest Rate | 7.00% | ||||||||
Related Parties Notes Payable | $ 0 | 120,000 | |||||||
Principal amount | $ 10,000 | $ 50,000 | $ 60,000 | ||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 228,328 | ||||||||
Related Parties Notes Payable 7 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 120,000 | ||||||||
Related Parties Notes Payable 7 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 50,305 | ||||||||
Related Parties Notes Payable 8 [Member] | |||||||||
Interest Rate | 12.00% | ||||||||
Related Parties Notes Payable | $ 0 | 12,000 | |||||||
Principal amount | $ 12,000 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 17,407 | ||||||||
Related Parties Notes Payable 8 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 12,000 | ||||||||
Related Parties Notes Payable 8 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 1,050 | ||||||||
Related Parties Notes Payable 9 [Member] | |||||||||
Interest Rate | 2.00% | ||||||||
Related Parties Notes Payable | $ 2,000,000 | 0 | |||||||
Principal amount | $ 2,000,000 | ||||||||
Maturity Date | Jun. 30, 2020 | ||||||||
Periodic payment | $ 144,444 | ||||||||
Related Parties Notes Payable 10 [Member] | |||||||||
Interest Rate | 12.00% | ||||||||
Related Parties Notes Payable | $ 0 | $ 130,000 | |||||||
Principal amount | $ 130,000 | ||||||||
Maturity Date | Mar. 31, 2020 | ||||||||
Stock issued for conversion of debt, shares | 182,525 | ||||||||
Related Parties Notes Payable 10 [Member] | Principal | |||||||||
Stock issued for conversion of debt | $ 130,000 | ||||||||
Related Parties Notes Payable 10 [Member] | Unpaid Accrued Interest | |||||||||
Stock issued for conversion of debt | $ 9,078 |
Debt (Details 2)
Debt (Details 2) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Rate | 1.00% | ||
Convertible Bridge Loans Payable | $ 100,000 | $ 2,202,664 | |
Principal amount | $ 158,000 | ||
Convertible Bridge Loans Payable 1 [Member] | |||
Interest Rate | 4.00% | ||
Convertible Bridge Loans Payable | $ 100,000 | 100,000 | |
Principal amount | $ 100,000 | ||
Convertible Bridge Loans Payable 2 [Member] | |||
Interest Rate | 12.00% | ||
Convertible Bridge Loans Payable | $ 0 | 39,388 | |
Principal amount | $ 39,388 | ||
Stock issued for conversion of debt, shares | 59,694 | ||
Convertible Bridge Loans Payable 2 [Member] | Principal | |||
Stock issued for conversion of debt | $ 39,388 | ||
Convertible Bridge Loans Payable 2 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 5,973 | ||
Convertible Bridge Loans Payable 3 [Member] | |||
Interest Rate | 12.00% | ||
Convertible Bridge Loans Payable | $ 0 | 164,307 | |
Principal amount | $ 164,307 | ||
Stock issued for conversion of debt, shares | 249,013 | ||
Convertible Bridge Loans Payable 3 [Member] | Principal | |||
Stock issued for conversion of debt | $ 164,307 | ||
Convertible Bridge Loans Payable 3 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 24,916 | ||
Convertible Bridge Loans Payable 4 [Member] | |||
Interest Rate | 12.00% | ||
Convertible Bridge Loans Payable | $ 0 | 391,361 | |
Principal amount | $ 391,361 | ||
Maturity Date | Aug. 26, 2020 | ||
Stock issued for conversion of debt, shares | 435,184 | ||
Convertible Bridge Loans Payable 4 [Member] | Principal | |||
Stock issued for conversion of debt | $ 391,361 | ||
Convertible Bridge Loans Payable 4 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 43,823 | ||
Convertible Bridge Loans Payable 5 [Member] | |||
Interest Rate | 9.00% | ||
Convertible Bridge Loans Payable | $ 0 | 20,000 | |
Principal amount | $ 20,000 | ||
Stock issued for conversion of debt, shares | 41,336 | ||
Convertible Bridge Loans Payable 5 [Member] | Principal | |||
Stock issued for conversion of debt | $ 20,000 | ||
Convertible Bridge Loans Payable 5 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 10,096 | ||
Convertible Bridge Loans Payable 6 [Member] | |||
Interest Rate | 12.00% | ||
Convertible Bridge Loans Payable | $ 0 | 795,137 | |
Principal amount | $ 795,137 | ||
Maturity Date | Aug. 26, 2020 | ||
Stock issued for conversion of debt, shares | 884,174 | ||
Convertible Bridge Loans Payable 6 [Member] | Principal | |||
Stock issued for conversion of debt | $ 795,137 | ||
Convertible Bridge Loans Payable 6 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 89,037 | ||
Convertible Bridge Loans Payable 7 [Member] | |||
Interest Rate | 12.00% | ||
Convertible Bridge Loans Payable | $ 0 | $ 692,471 | |
Principal amount | $ 692,471 | ||
Maturity Date | Aug. 26, 2020 | ||
Stock issued for conversion of debt, shares | 770,012 | ||
Convertible Bridge Loans Payable 7 [Member] | Principal | |||
Stock issued for conversion of debt | $ 692,471 | ||
Convertible Bridge Loans Payable 7 [Member] | Unpaid Accrued Interest | |||
Stock issued for conversion of debt | $ 77,541 |
Debt (Details 3)
Debt (Details 3) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2016 | Dec. 31, 2019 | |
Interest Rate | 1.00% | |||
Revenue Financing Arrangements | $ 0 | $ 45,467 | ||
Principal amount | $ 158,000 | |||
Revenue Financing Arrangements 1 [Member] | ||||
Interest Rate | 10.00% | |||
Revenue Financing Arrangements | $ 0 | 28,032 | ||
Principal amount | 50,000 | |||
Daily payments | $ 999 | |||
Revenue Financing Arrangements First [Member] | ||||
Principal amount | $ 60,000 | |||
Daily payments | 928 | |||
Revenue Financing Arrangements Second [Member] | ||||
Principal amount | 57,000 | |||
Daily payments | $ 713 | |||
Revenue Financing Arrangements 2 [Member] | ||||
Interest Rate | 12.00% | |||
Revenue Financing Arrangements | $ 0 | $ 17,435 | ||
Principal amount | 55,000 | |||
Daily payments | $ 1,299 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued interest | $ 442,748 | $ 1,604,498 |
Notes Payables [Member] | ||
Interest expense | 50,592 | 105,966 |
Accrued interest | 271,533 | 581,693 |
Related Parties Notes Payable [Member] | ||
Interest expense | 37,967 | 95,183 |
Accrued interest | 0 | 546,362 |
Convertible Bridge Loans Payable [Member] | ||
Interest expense | 117,785 | 310,865 |
Accrued interest | 117,785 | 439,344 |
Revenue Financing Arrangements [Member] | ||
Interest expense | 25,067 | 2,557 |
Accrued interest | 0 | 32,154 |
Bridge Loan Payable [Member] | ||
Interest expense | 0 | 137,637 |
Accrued interest | $ 0 | $ 166,240 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Note Payable, monthly installment | $ 2,239,780 | $ 875,000 | |
Canfield [Member] | |||
Long Term Gross | 5,216 | $ 13,739 | |
Less principal due within one year | (3,152) | (8,241) | |
Total Long Term debt | 2,064 | 5,498 | |
Long-term Debt One [Member] | |||
Note Payable, monthly installment | 352 | ||
Long Term Gross | 0 | 2,782 | |
Long-term Debt Two [Member] | |||
Note Payable, monthly installment | 299 | ||
Long Term Gross | 5,216 | 8,532 | |
Long-term Debt Three [Member] | |||
Note Payable, monthly installment | 350 | ||
Long Term Gross | $ 0 | $ 2,425 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - Canfield [Member] | Dec. 31, 2019USD ($) |
2020 | $ 3,152 |
2021 | 2,064 |
Total | $ 5,216 |
Licensing Agreement and Royal_2
Licensing Agreement and Royalty Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes to Financial Statements | ||
Payment for Licensing | $ 45,000 | $ 39,000 |
Minimum royalty payments | 540,000 | 468,000 |
Unpaid amount of royalties | 0 | $ 39,000 |
Amortization | $ 31,000 | |
Amortization useful life | 10 years |
Deficiency in Stockholders' E_3
Deficiency in Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Fair market value per share | $ 0.73 | $ 0.73 |
Canfield [Member] | ||
Number of shares | 300,000 | |
Fair market value per share | $ 0.54 | |
Stock based compensation recognized | $ 160,786 |
Deficiency in Stockholders' E_4
Deficiency in Stockholders' Equity (Details 1) - Canfield [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | |
Expected volatility | 314.95% | |
Risk-free interest rate | 1.58% | |
Expected life (years) | 2 years | |
Stock Price | $ 0.55 | |
Exercise Price | $ 0.55 |
Deficiency in Stockholders' E_5
Deficiency in Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Stock options outstanding, beginning balance | 1,124,410 | 0 |
Shares Granted | 2,634,500 | 1,124,410 |
Shares Exercised | 0 | 0 |
Stock options outstanding, ending balance | 3,758,910 | 1,124,410 |
Weighted Average Exercise Price | ||
Weighted average exercise price, outstanding | $ 0.77 | $ 0 |
Weighted average exercise price - shares Granted | 0.75 | 0.77 |
Weighted average exercise price - shares Exercised | 0 | 0 |
Weighted average exercise price - shares Cancelled | 0 | 0 |
Weighted average exercise price, outstanding | 0.76 | $ 0.77 |
Weighted average fair value of options granted | $ 2,634,500 | |
Canfield [Member] | ||
Shares | ||
Stock options outstanding, beginning balance | 300,000 | 0 |
Shares Granted | 300,000 | |
Shares Exercised | 0 | |
Shares Canceled | 0 | |
Stock options outstanding, ending balance | 300,000 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, outstanding | $ 0.55 | $ 0 |
Weighted average exercise price - shares Granted | 0.55 | |
Weighted average exercise price - shares Exercised | 0 | |
Weighted average exercise price - shares Cancelled | 0 | |
Weighted average exercise price, outstanding | 0.55 | |
Weighted average fair value of options granted | $ 0.55 |
Deficiency in Stockholders' E_6
Deficiency in Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issued in exchange for services, shares | 1,846,078 | |||||
Share Price | $ 0.73 | $ 0.73 | ||||
Stock issued in exchange for services, value | $ 1,354,500 | |||||
Warrant term | 5 years | |||||
Treasury Stock issued | 136,292 | 136,292 | 136,292 | |||
Warrant issued | 975,000 | |||||
Stock Price | $ 0.25 | |||||
Sale of common stock | 300,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock issued for exercise of warrants | 975,000 | |||||
Stock issued | 490,652 | |||||
Stock based compensation | $ 2,329,280 | $ 1,620,092 | ||||
Canfield [Member] | ||||||
Share Price | $ 0.54 | |||||
Sale of common stock | 336,000 | 200,000 | ||||
Share price | $ 0.55 | |||||
Proceeds from sales of common stock | $ 100,000 | $ 2,000 | ||||
Value of common stock sold (per share) | $ 0.298 | $ 0.01 | ||||
Stock based compensation | $ 160,786 | $ 0 | ||||
Unrecognized compensation | $ 0 | |||||
Multiple Subscription Agreements [Member] | ||||||
Stock issued in exchange for services, shares | 7,355,604 | |||||
Stock issued in exchange for services, value | $ 8,540,659 | |||||
Private Placement Memorandum [Member] | ||||||
Common stock, par value | $ 0.001 | |||||
Sale of stock in private placement | 2,790,909 | |||||
Share price | $ 1.10 | |||||
Proceeds from private placement | $ 3,070,000 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Warrant term | 5 years | |||||
Warrant issued | 4,088,765 | |||||
Stock Price | $ 0.73 | |||||
Series A Convertible Preferred Stock [Member] | SBG [Member] | ||||||
Warrant term | 3 years | |||||
Warrant issued | 1,000,000 | |||||
Stock Price | $ 0.18 | |||||
Warrants exchanged | 1,362,922 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Warrant term | 5 years | |||||
Warrant issued | 2,666,839 | |||||
Stock Price | $ 1.10 | |||||
Warrants Outstanding | 912,052 | |||||
Sale of common stock | 5,333,675 | |||||
Treasury Stock [Member] | ||||||
Treasury Stock repurchased | 1,226,630 | |||||
Treasury Stock retired | 817,753 |
Share-Based Payments (Details)
Share-Based Payments (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options outstanding, beginning balance | 1,124,410 | 0 |
Stock options Granted | 2,634,500 | 1,124,410 |
Stock options exercised | 0 | 0 |
Stock options Cancelled/forfeited | 0 | 0 |
Stock options outstanding, ending balance | 3,758,910 | 1,124,410 |
Stock options exercisable | 3,758,910 | |
Weighted average exercise price, outstanding | $ 0.77 | $ 0 |
Weighted average exercise price, Granted | 0.75 | 0.77 |
Weighted average exercise price, exercised | 0 | 0 |
Weighted average exercise price, Cancelled/forfeited | 0 | 0 |
Weighted average exercise price, outstanding | 0.76 | $ 0.77 |
Weighted average exercise price, exercisable | 0.76 | |
Weighted average grant date fair value of options during year | $ 2,634,500 | |
Weighted average duration to expiration of outstanding options | 4 years 7 months 6 days |
Share-Based Payments (Details N
Share-Based Payments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock price | $ 0.73 | $ 0.73 |
Warrants term | 5 years | |
Number of option exercised | 0 | 0 |
Stock based compensation expense | $ 2,329,280 | $ 1,620,092 |
Warrants granted | 2,634,500 | |
Stock Plan | ||
Reserved shares for issuance under the Plan | 4,088,765 | |
Grant term | 10 years | |
Options issued and outstanding | 1,124,410 | |
Number of options available for grant | 306,657 | |
Stock based compensation expense | $ 265,589 | |
Unrecognized compensation cost | $ 0 | |
GMA | ||
Warrant Issued for consulting Services | 1,362,922 | |
Common stock price | $ 0.007 | |
Weighted average life of outstanding warrants | 2 years 9 months | |
Exercise price | $ 0.008 | |
Warrant retired | 1,362,922 | |
Warrant pre-merger issued | 2,725,844 | |
Stock price | $ 0.18 | |
Warrants term | 3 years | |
Employees And Consultants | ||
Option granted | 1,124,410 |
Related Parties (Details 1)
Related Parties (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Years ending December 31, 2020 | $ 59,291 | |
Thereafter | 26,673 | |
Total | 85,964 | |
Copa Di Vino Corporation [Member] | ||
Years ending December 31, 2020 | 45,000 | $ 177,000 |
2021 | 180,000 | 180,000 |
2022 | 180,000 | 180,000 |
2023 | 180,000 | 180,000 |
2024 | 180,000 | 180,000 |
Thereafter | 45,000 | 90,000 |
Total | $ 810,000 | $ 987,000 |
Related Parties (Details 2)
Related Parties (Details 2) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Related party notes payable | $ 1,333,333 | $ 1,505,100 | |||
Copa Di Vino Corporation [Member] | |||||
Related party notes payable | $ 992,710 | 233,426 | $ 233,426 | $ 509,329 | |
Copa Di Vino Corporation [Member] | Discover Development LLC [Member] | |||||
Related party notes payable | 992,710 | 108,426 | 108,426 | 353,445 | |
Copa Di Vino Corporation [Member] | Drinx Tec Inc. [Member] | |||||
Related party notes payable | $ 0 | 125,000 | $ 125,000 | 125,000 | |
Copa Di Vino Corporation [Member] | Other [Member] | |||||
Related party notes payable | $ 0 | $ 30,884 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related party payables | $ 2,000,000 | $ 1,505,100 | ||||
Number of option exercised | 0 | 0 | ||||
Stock price | $ 0.73 | $ 0.73 | ||||
Principal amount | $ 158,000 | |||||
Term | 18 months | |||||
Related party loan | $ 368,904 | $ 429,432 | ||||
Repayments of Related Party Loan | (46,250) | |||||
Canfield [Member] | ||||||
Number of option exercised | 0 | |||||
Stock price | $ 0.54 | |||||
Principal amount | $ 276,550 | |||||
Term | 1 year | |||||
Related party loan | $ 197,849 | $ 0 | ||||
Repayments of Related Party Loan | (78,701) | 0 | ||||
Copa Di Vino Corporation [Member] | ||||||
Proceeds from related party debt | $ 1,304,996 | $ 612,030 | 808,418 | 1,089,390 | ||
Chief Executive Officer [Member] | ||||||
Related party payables | $ 429,432 | 368,904 | ||||
Discover Development LLC [Member] | Copa Di Vino Corporation [Member] | ||||||
Related party payables | 992,710 | 108,426 | 353,445 | |||
Repayments of Related Party Loan | (419,602) | (474,165) | (808,418) | (634,390) | ||
Monthly rent | 15,000 | 14,500 | ||||
Rent expenses, net | $ 119,500 | 107,250 | $ 142,500 | 144,000 | ||
Lease expiration date | Jul. 1, 2025 | Jul. 1, 2025 | ||||
Interest expenses | $ 69,500 | 14,000 | $ 38,300 | 0 | ||
Proceeds from related party debt | 1,234,345 | 311,862 | 1,053,437 | 596,974 | ||
Drinx Tec Inc. [Member] | Copa Di Vino Corporation [Member] | ||||||
Repayments of Related Party Loan | (125,000) | |||||
Proceeds from related party debt | 125,000 | $ 125,000 | ||||
Administrative costs | $ 0 | $ 493,000 | $ 609,000 |
Investment in Salt Tequila US_2
Investment in Salt Tequila USA, LLC (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Payment of investment | $ (250,000) | |
Salt [Member] | ||
Ownership interest | 15.00% | |
Equity stake percentage | 37.50% | |
Stock sale description | The agreement is for $1,000,000 to be paid in 4 tranches of $250,000 and entitles us to additional equity interest in Salt Tequila USA, LLC as follows: • Tranche 1 – 7.5% • Tranche 2 – 5.0% • Tranche 3 – 5.0% • Tranche 4 – 5.0% | |
Payment of investment | $ (250,000) | |
Investment percentage | 22.50% |
Operating Lease Obligations (De
Operating Lease Obligations (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | |||
2021 | $ 59,291 | ||
Thereafter | 26,673 | ||
Total | 85,964 | ||
Amount representing imputed interest | (2,965) | ||
Total operating lease liability | 82,999 | ||
Current portion of operating lease liability | $ 57,478 | 57,478 | $ 81,502 |
Operating lease liability, non-current | $ 25,521 | $ 25,521 | $ 82,238 |
Operating Lease Obligations (_2
Operating Lease Obligations (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating lease cost: | |
Amortization of leased assets | $ 114,032 |
Interest of lease liabilities | 10,776 |
Total operating lease cost | $ 124,808 |
Operating Lease Obligations (_3
Operating Lease Obligations (Details 2) | Dec. 31, 2020 |
Incremented borrowing rate | 5.00% |
Minimum [Member] | |
Remaining term on leases | 9 months |
Maximum [Member] | |
Remaining term on leases | 25 months |
Operating Lease Obligations (_4
Operating Lease Obligations (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
First Lease [Member] | |
Lease commencement date | Jul. 1, 2018 |
Lease expiration date | Jun. 30, 2021 |
Operating lease term | 36 months |
Second Lease [Member] | |
Lease commencement date | Nov. 1, 2019 |
Lease expiration date | Apr. 30, 2020 |
Operating lease term | 6 months |
Third Lease [Member] | |
Lease commencement date | Nov. 11, 2019 |
Lease expiration date | Nov. 11, 2020 |
Fourth Lease [Member] | |
Lease commencement date | May 1, 2019 |
Lease expiration date | Apr. 1, 2021 |
Operating lease term | 24 months |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Line of credit | $ 68,000 | |||
Interest rate | 6.10% | |||
Canfield [Member] | ||||
Line of credit | $ 69,534 | $ 66,181 | ||
Interest rate | 7.00% | |||
Interest expense | $ 5,410 | 4,327 | ||
Secured line of credit | 100,000 | |||
Proceeds from (Repayments of) Lines of Credit | 3,353 | $ 3,803 | ||
Copa Di Vino Corporation [Member] | ||||
Line of credit | $ 0 | $ 49,000 | ||
Interest rate | 6.75% | 6.75% | ||
Line of credit, maximum borrowing capacity | $ 44,755 | $ 49,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Sep. 30, 2019 | |
Notes payable | $ 875,000 | $ 2,239,780 | ||||
Less current portion | (875,000) | (999,736) | ||||
Total notes payable, net of current portion | $ 1,240,044 | |||||
Interest rate | 1.00% | |||||
Copa Di Vino Corporation [Member] | ||||||
Notes payable | $ 409,112 | 702,975 | $ 849,255 | |||
Less current portion | (249,212) | (543,058) | (211,533) | $ (543,058) | ||
Total notes payable, net of current portion | 159,900 | 159,917 | 637,722 | $ 159,917 | ||
Copa Di Vino Corporation [Member] | Note Payable 1 [Member] | ||||||
Notes payable | 0 | 0 | 3,749 | |||
Periodic payment | $ 2,000 | 10,000 | ||||
Interest rate | 4.00% | |||||
Copa Di Vino Corporation [Member] | Note Payable 2 [Member] | ||||||
Notes payable | $ 0 | 0 | 28,400 | |||
Periodic payment | 10,000 | |||||
Interest rate | 14.00% | |||||
Due date | Dec. 7, 2020 | |||||
Copa Di Vino Corporation [Member] | Note Payable 3 [Member] | ||||||
Notes payable | $ 0 | 38,763 | $ 51,297 | |||
Periodic payment | $ 2,000 | |||||
Interest rate | 15.00% | 4.00% | 4.00% | |||
Due date | May 31, 2020 | |||||
Copa Di Vino Corporation [Member] | Note Payable 4 [Member] | ||||||
Notes payable | $ 159,900 | $ 150,000 | $ 150,000 | |||
Interest rate | 14.00% | |||||
Due date | Dec. 7, 2020 | |||||
Copa Di Vino Corporation [Member] | Note Payable 5 [Member] | ||||||
Notes payable | $ 150,000 | $ 215,000 | $ 215,000 | |||
Interest rate | 6.00% | 15.00% | 20.00% | |||
Due date | Sep. 1, 2021 | May 31, 2020 | ||||
Copa Di Vino Corporation [Member] | Note Payable 6 [Member] | ||||||
Notes payable | $ 99,212 | $ 0 | $ 25,974 | |||
Periodic payment | $ 10,000 | |||||
Interest rate | 10.00% | 10.00% | ||||
Due date | Jan. 31, 2021 | Dec. 31, 2019 | ||||
Copa Di Vino Corporation [Member] | Note Payable 7 [Member] | ||||||
Notes payable | $ 150,000 | 150,000 | ||||
Interest rate | 6.00% | |||||
Due date | Sep. 1, 2021 | |||||
Copa Di Vino Corporation [Member] | Note Payable 8 [Member] | ||||||
Notes payable | $ 149,212 | $ 224,835 | ||||
Periodic payment | $ 10,000 | |||||
Interest rate | 10.00% | |||||
Due date | Jan. 31, 2021 |
PPP Loan (Details Narrative)
PPP Loan (Details Narrative) | 1 Months Ended |
Mar. 27, 2020USD ($) | |
Notes to Financial Statements | |
Principal balance | $ 158,000 |
Interest rate | 1.00% |
Term | 18 months |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Dec. 31, 2020 | Dec. 24, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Note payable | $ 999,736 | $ 875,000 | ||
SBG [Member] | ||||
Cash and cash equivalents | $ 72,442 | |||
Accounts receivable | 311,586 | |||
Inventory | 21,415 | |||
Property and equipment | 38,110 | |||
Goodwill | 9,448,832 | |||
Accounts payable, accrued expenses and other liabilities | 719,221 | |||
Purchase price | $ 9,173,164 | |||
Purchase Accounting [Member] | ||||
Accounts receivable | $ 88,131 | |||
Other current assets | 11,236 | |||
Inventory | 273,951 | |||
Property and equipment | 663,273 | |||
License agreement, net | 222,095 | |||
Goodwill | 5,672,823 | |||
Total identifiable assets | 6,931,509 | |||
Accounts payable, accrued expenses and other liabilities | 882,279 | |||
Note payable | 69,212 | |||
Equity | 5,980,000 | |||
Total identifiable assets | $ 6,931,509 |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 24, 2020 | |
Purchase price | $ 9,200,000 | |
Copa Di Vino Corporation [Member] | ||
Purchase price | $ 6,000,000 | |
Debt | 1,500,000 | |
Cash | 500,000 | |
Contingent shares | $ 2,000,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues | $ 2,975,940 | $ 20,387 |
Total assets | 9,225,888 | 605,314 |
Splash Beverage Group [Member] | ||
Total Revenues | 404,128 | 20,387 |
Total assets | 8,403,670 | 446,288 |
E-Commerce [Member] | ||
Total Revenues | 1,896,599 | 0 |
Total assets | 505,646 | 159,026 |
Medical Devices (Discontinued) [Member] | ||
Total Revenues | 675,213 | 0 |
Total assets | $ 316,572 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital Raise Description | In connection with the CMS merger we are committed to our previous preferred stock and debt holders to raise $9 million in a secondary IPO, private placement and debt as defined in the agreements. | |
Litigation | $ 246,632 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Discount rate | 5.00% | ||
Canfield [Member] | |||
Remaining lease term (in months) | 9 months | ||
Discount rate | 5.00% | ||
Operating lease expense | $ 27,504 | $ 27,504 | |
Cash paid for amounts included in measurement of lease liability | $ 27,504 |
LEASE COMMITMENTS (Details 1)
LEASE COMMITMENTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Right-of-Use Asset | ||
Amortization of ROU Asset | $ (114,032) | |
Canfield [Member] | ||
Right-of-Use Asset | ||
ROU Asset, at beginning | $ 43,677 | |
Amortization of ROU Asset | (24,959) | |
ROU Asset, at end | $ 18,718 |
LEASE COMMITMENTS (Details 2)
LEASE COMMITMENTS (Details 2) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
2020 | $ 59,291 | |
Total operating lease liability | $ 82,999 | |
Canfield [Member] | ||
2020 | $ 20,628 | |
Less: Imputed interest/present value discount | (1,910) | |
Total operating lease liability | $ 18,718 |
LEASE COMMITMENTS (Details Narr
LEASE COMMITMENTS (Details Narrative) - Canfield [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Office space approximate monthly payment | $ 2,292 | |
Lease expense | $ 27,504 | $ 27,504 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Tax Rate | 21.00% | 21.00% |
Permanent Differences | (4.63%) | (6.56%) |
Change in Valuation Allowance | (16.37%) | (14.44%) |
Net deferred tax asset | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | |||
Net Operating Losses | $ 12,544,738 | $ 5,887,022 | |
Deferred Rent | 380 | 1,381 | |
Accrued Interest/Interest Expense Limitation | 1,031,967 | 962,838 | |
Total deferred tax assets | 13,577,085 | 6,851,241 | |
Deferred Tax Liabilities: | |||
Depreciation | (179,561) | (7,354) | |
Total deferred tax liabilities | (179,561) | (7,354) | |
Less: Valuation allowance | (13,397,525) | (6,843,887) | |
Total Net Deferred Tax Assets | $ 0 | 0 | |
Copa Di Vino Corporation [Member] | |||
Deferred Tax Assets: | |||
Net Operating Losses | 778,700 | $ 915,300 | |
Accrued Interest/Interest Expense Limitation | 28,200 | 29,600 | |
Inventory adjustments | 57,100 | 73,000 | |
Other | 400 | 200 | |
Total deferred tax assets | 864,400 | 1,018,100 | |
Deferred Tax Liabilities: | |||
Fixed asset basis | (109,600) | (112,500) | |
Total deferred tax liabilities | (109,600) | (112,500) | |
Less: Valuation allowance | (754,800) | (905,600) | |
Total Net Deferred Tax Assets | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - Copa Di Vino Corporation [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax expense | ||
State and local income taxes | $ 2,194 | $ 2,281 |
Provision for income taxes | $ 2,194 | $ 2,281 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 49,495,907 | |
Provision for income taxes | $ 0 | $ 0 |
UNAUDITED PRO FORMA CONSOLIDA_3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | $ 2,244,036 | $ 370,662 | |||
Non-current Assets | 6,981,852 | 234,652 | |||
Goodwill | 5,672,823 | ||||
Total Assets | 9,225,888 | 605,314 | |||
Credit Facility | 68,000 | ||||
Total Liabilities | 9,327,891 | 10,361,398 | |||
Equity | |||||
Paid-in Capital | 52,175,541 | 22,095,403 | |||
Accumulated Deficit | (61,589,735) | (31,845,506) | |||
Total Equity | (9,350,724) | (9,756,083) | $ (7,831,132) | ||
Total Liabilities and Equity | $ 9,225,888 | 605,314 | |||
Splash [Member] | |||||
Current Assets | $ 3,139,157 | ||||
Non-current Assets | 448,928 | ||||
Investment in Copa | 0 | ||||
Goodwill | 9,448,852 | ||||
Total Assets | 13,036,937 | ||||
Accounts Payable and Other | 1,151,250 | ||||
Loans Payable and Accrued Interest | 2,799,194 | ||||
Loans Payable - Non-current | 0 | ||||
Credit Facility | 0 | ||||
Contingently convertible Promissory Note | 0 | ||||
Liability to issue Shares | 0 | ||||
Other non-current | 32,940 | ||||
Total Liabilities | 3,983,384 | ||||
Mezzanine Shares | 9,248,720 | ||||
Equity | |||||
Common Stock | 60,575 | ||||
Paid-in Capital | 38,763,100 | ||||
Accumulated Deficit | (39,018,842) | ||||
Total Equity | (195,167) | ||||
Total Liabilities and Equity | 13,036,937 | ||||
Copa Di Vino Corporation [Member] | |||||
Current Assets | 983,036 | 1,036,681 | $ 1,036,681 | 1,219,017 | |
Non-current Assets | 1,148,048 | ||||
Investment in Copa | 0 | ||||
Goodwill | 0 | ||||
Total Assets | 2,131,084 | 2,324,344 | 2,324,344 | 2,685,868 | |
Accounts Payable and Other | 1,650,184 | ||||
Loans Payable and Accrued Interest | 1,193,270 | ||||
Loans Payable - Non-current | 159,900 | ||||
Credit Facility | 0 | 49,000 | |||
Contingently convertible Promissory Note | 0 | ||||
Liability to issue Shares | 0 | ||||
Other non-current | 0 | ||||
Total Liabilities | 3,003,354 | 2,646,123 | 2,646,123 | 2,899,729 | |
Mezzanine Shares | 0 | ||||
Equity | |||||
Common Stock | 32,435 | ||||
Paid-in Capital | 4,258,399 | 4,258,399 | 4,258,399 | 4,258,399 | |
Accumulated Deficit | (5,152,751) | (4,612,613) | (4,612,613) | (4,504,695) | |
Total Equity | (872,270) | (321,779) | (321,779) | (213,861) | |
Total Liabilities and Equity | 2,131,084 | $ 2,324,344 | $ 2,324,344 | $ 2,685,868 | |
Pro Forma Adjustments [Member] | |||||
Current Assets | (268,516) | ||||
Non-current Assets | (256,479) | ||||
Investment in Copa | 5,980,000 | ||||
Goodwill | 6,187,004 | ||||
Total Assets | 5,162,009 | ||||
Accounts Payable and Other | 0 | ||||
Loans Payable and Accrued Interest | (1,030,361) | ||||
Loans Payable - Non-current | (159,900) | ||||
Credit Facility | 1,500,000 | ||||
Contingently convertible Promissory Note | 2,000,000 | ||||
Liability to issue Shares | 1,980,000 | ||||
Other non-current | 0 | ||||
Total Liabilities | 4,289,739 | ||||
Mezzanine Shares | 0 | ||||
Equity | |||||
Common Stock | (32,435) | ||||
Paid-in Capital | (665,266) | ||||
Accumulated Deficit | 5,163,104 | ||||
Total Equity | 872,270 | ||||
Total Liabilities and Equity | 5,162,009 | ||||
Pro Forma Condensed Consolidated [Member] | |||||
Current Assets | 3,353,677 | ||||
Non-current Assets | 1,340,497 | ||||
Investment in Copa | 0 | ||||
Goodwill | 15,635,856 | ||||
Total Assets | 20,330,030 | ||||
Accounts Payable and Other | 2,801,434 | ||||
Loans Payable and Accrued Interest | 2,962,103 | ||||
Loans Payable - Non-current | 0 | ||||
Credit Facility | 1,500,000 | ||||
Contingently convertible Promissory Note | 2,000,000 | ||||
Liability to issue Shares | 1,980,000 | ||||
Other non-current | 32,940 | ||||
Total Liabilities | 11,276,477 | ||||
Mezzanine Shares | 9,248,720 | ||||
Equity | |||||
Common Stock | 60,575 | ||||
Paid-in Capital | 38,763,100 | ||||
Accumulated Deficit | (39,018,842) | ||||
Total Equity | (195,167) | ||||
Total Liabilities and Equity | $ 20,330,030 |
UNAUDITED PRO FORMA CONSOLIDA_4
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,975,939 | $ 20,387 | |||
Cost of Sales | (2,251,816) | (245,500) | |||
Gross Margin | 724,123 | (225,113) | |||
Operating Expenses | 18,025,359 | 4,261,946 | |||
Loss from Operations | (17,301,236) | (4,487,059) | |||
Interest Expense | (1,980,871) | (665,195) | |||
Net Loss | $ (28,674,556) | $ (5,135,731) | |||
Net loss per share | $ (0.52) | $ (0.13) | |||
Weighted Average Shares Outstanding | 55,615,276 | 41,064,985 | |||
Splash [Member] | |||||
Revenues | $ 1,733,926 | $ 1,038,220 | |||
Cost of Sales | (965,966) | (754,374) | |||
Gross Margin | 767,960 | 283,846 | |||
Operating Expenses | 5,000,715 | 5,241,301 | |||
Loss from Operations | (4,232,755) | (4,957,455) | |||
Interest Expense | (1,958,601) | (88,741) | |||
Other Income (Expense) | 69,193 | 18,061 | |||
Net Loss | $ (6,122,163) | $ (5,028,135) | |||
Net loss per share | $ (0.12) | $ (0.12) | |||
Weighted Average Shares Outstanding | 53,108,031 | 42,154,947 | |||
Copa Di Vino Corporation [Member] | |||||
Revenues | $ 2,234,993 | $ 4,070,837 | $ 5,712,864 | $ 6,966,078 | |
Cost of Sales | (1,698,407) | (2,833,284) | (3,654,539) | (4,327,396) | |
Gross Margin | 536,586 | 1,237,553 | 2,058,325 | 2,638,682 | |
Operating Expenses | 987,914 | 1,475,089 | 1,994,522 | 2,817,205 | |
Loss from Operations | (451,328) | (237,536) | 63,803 | (178,523) | |
Interest Expense | (99,163) | (152,355) | (190,740) | (138,179) | |
Other Income (Expense) | 0 | 19,019 | |||
Net Loss | (550,491) | $ (409,594) | (107,918) | $ (396,694) | |
Pro Forma Adjustments [Member] | |||||
Revenues | (246,677) | (270,313) | |||
Cost of Sales | 186,339 | 257,543 | |||
Operating Expenses | (20,274) | (27,032) | |||
Interest Expense | (1,452,710) | (1,842,750) | |||
Pro Forma Condensed Consolidated [Member] | |||||
Revenues | 3,722,242 | 6,480,771 | |||
Cost of Sales | (2,478,034) | (4,151,370) | |||
Gross Margin | 1,244,208 | 2,329,401 | |||
Operating Expenses | 5,968,355 | 7,208,791 | |||
Loss from Operations | (4,724,147) | (4,879,390) | |||
Interest Expense | (3,510,473) | (2,122,231) | |||
Other Income (Expense) | 69,193 | 37,080 | |||
Net Loss | $ (8,165,428) | $ (6,964,542) | |||
Net loss per share | $ (0.15) | $ (0.17) | |||
Weighted Average Shares Outstanding | 53,108,031 | 42,154,947 |