Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | FIRST FOODS GROUP, INC. | |
Entity Central Index Key | 0001648903 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 27,058,338 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-206260 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 47-4145514 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | First Foods Group, Inc.c/o Incorp Services, Inc. | |
Entity Address Address Line 2 | 3773 Howard Hughes Parkway | |
Entity Address Address Line 3 | Suite 500S | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89169-6014 | |
City Area Code | 201 | |
Local Phone Number | 471-0988 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 5,988 | $ 5,627 |
Restricted Cash | 5,900 | 5,900 |
Inventory | 58,936 | 56,936 |
Merchant Cash Advances, Net Of Allowance $132,663 And $131,703, Respectively | 36,900 | 37,541 |
Prepaid Expenses And Other Current Assets | 90,174 | 89,888 |
Total Current Assets | 197,898 | 195,892 |
Property And Equipment, Net | 128,594 | 139,103 |
Operating Lease Right-of-use Assets | 160,363 | 177,062 |
Total Assets | 486,855 | 512,057 |
Current Liabilities | ||
Accounts Payable And Accrued Liabilities | 1,238,123 | 1,074,216 |
Accounts Payable And Accrued Liabilities - Related Parties | 794,556 | 718,114 |
Put Liability | 29,421 | 29,421 |
Deferred Revenue | 82,089 | 81,953 |
Loans, Net Of Unamortized Debt Discount | 1,325,244 | 1,288,586 |
Related Party Loans, Net Of Unamortized Debt Discount | 574,021 | 471,009 |
Operating Lease Liabilities | 71,816 | 69,078 |
Total Current Liabilities | 4,115,270 | 3,732,377 |
Loans - Long Term | 150,000 | 150,000 |
Operating Lease Liabilities - Long Term | 91,154 | 109,975 |
Total Liabilities | 4,356,424 | 3,992,352 |
First Foods Group, Inc. Deficit: | ||
Preferred Stock, 20,000,000 Shares Authorized: | 0 | 0 |
Common Stock: $0.001 Par Value,100,000,000 Shares Authorized, 27,058,338 And 26,998,338 Shares Issued And Outstanding, Respectively | 27,058 | 12,062,341 |
Additional Paid-in Capital | 12,174,631 | 12,062,341 |
Accumulated Deficit | (15,815,410) | (15,335,458) |
Total First Foods Group, Inc. Deficit | (3,612,706) | (3,245,104) |
Noncontrolling Interests | 256,863 | 235,191 |
Total Deficit | (3,869,569) | (3,480,295) |
Total Liabilities And Deficit | 486,855 | 512,057 |
Series A Convertible Preferred Stock [Member] | ||
First Foods Group, Inc. Deficit: | ||
Preferred Stock, 20,000,000 Shares Authorized: | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
First Foods Group, Inc. Deficit: | ||
Preferred Stock, 20,000,000 Shares Authorized: | 355 | 355 |
Series C Convertible Preferred Stock [Member] | ||
First Foods Group, Inc. Deficit: | ||
Preferred Stock, 20,000,000 Shares Authorized: | $ 660 | $ 660 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Merchant Cash Advances, Net Of Allowance | $ 132,663 | $ 131,703 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 27,058,338 | 26,998,338 |
Common Stock, Shares Outstanding | 27,058,338 | 26,998,338 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1 | 1 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 |
Preferred Stock, Liquidation Preference, Amount | $ 577,005 | $ 577,005 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 4,999,999 | 4,999,999 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 354,999 | 354,999 |
Preferred Stock, Shares Outstanding | 354,999 | 354,999 |
Preferred Stock, Liquidation Preference, Amount | $ 118,235 | $ 118,235 |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 660,000 | 660,000 |
Preferred Stock, Shares Outstanding | 660,000 | 660,000 |
Preferred Stock, Liquidation Preference, Amount | $ 165,000 | $ 165,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Product Sales, Net | $ 14,457 | $ 16,025 |
Merchant Cash Advance Income, Net | 348 | 26,313 |
Total Revenues | 14,805 | 42,338 |
Operating Expenses | ||
Cost Of Product Sales | 2,481 | 3,741 |
Legal Fees | 1,149 | 999 |
General And Administrative | 404,485 | 487,387 |
Provision For Merchant Cash Advances | (346) | (137,498) |
Total Operating Expenses | 407,769 | 354,629 |
Loss From Operations | (392,964) | (312,291) |
Other Income (expense) | ||
Interest Expense | (108,660) | (185,489) |
Loss Before Income Taxes | (501,624) | (497,780) |
Provision For Income Taxes | 0 | 0 |
Net Loss | (501,624) | (497,780) |
Non-controlling Interest Share Of Loss | 21,672 | 26,307 |
Net Loss Attributed To Shareholders Of First Foods Group, Inc. | $ (479,952) | $ (471,473) |
Basic And Diluted Loss Per Common Share Attributable To First Foods Group, Inc. Stockholders | $ (0.02) | $ (0.02) |
Weighted Average Number Of Common Shares Outstanding Attributable To First Foods Group, Inc. Stockholders - Basic And Diluted | 27,342,986 | 22,619,887 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total First Foods Group, Inc. Deficit | Non-controlling Interests |
Balance, Shares at Dec. 31, 2020 | 1,133,333 | 22,367,179 | |||||
Balance, Amount at Dec. 31, 2020 | $ (2,558,375) | $ 1,133 | $ 22,367 | $ 10,515,601 | $ (12,954,696) | $ (2,415,595) | $ (142,780) |
Common Stock Issued For Cash To A Related Party, Shares | 249,999 | ||||||
Common Stock Issued For Cash To A Related Party, Amount | 50,000 | 0 | $ 250 | 49,750 | 0 | 50,000 | 0 |
Common Stock Issued To Consultants For Services, Shares | 36,765 | ||||||
Common Stock Issued To Consultants For Services, Amount | 5,000 | 0 | $ 37 | 4,963 | 0 | 5,000 | 0 |
Common Stock Issued For Related Party Loan, Shares | 140,000 | ||||||
Common Stock Issued For Related Party Loan, Amount | 28,660 | 0 | $ 140 | 28,520 | 0 | 28,660 | 0 |
Common Stock Issued With Loans Payable, Shares | 18,000 | ||||||
Common Stock Issued With Loans Payable, Amount | 4,680 | 0 | $ 18 | 4,662 | 0 | 4,680 | 0 |
Stock Based Compensation | 65,542 | 0 | 0 | 65,542 | 0 | 65,542 | 0 |
Warrants Issued For Director Services | 43,693 | 0 | 0 | 43,693 | 0 | 43,693 | 0 |
Net Loss | (497,780) | $ 0 | $ 0 | 0 | (471,473) | (471,473) | (26,307) |
Balance, Shares at Mar. 31, 2021 | 1,133,333 | 22,811,943 | |||||
Balance, Amount at Mar. 31, 2021 | (2,858,580) | $ 1,133 | $ 22,812 | 10,712,731 | (13,426,169) | (2,689,493) | (169,087) |
Balance, Shares at Dec. 31, 2021 | 1,015,000 | 26,998,338 | |||||
Balance, Amount at Dec. 31, 2021 | (3,480,295) | $ 1,015 | $ 26,998 | 12,062,341 | (15,335,458) | (3,245,104) | (235,191) |
Common Stock Issued With Loans Payable, Shares | 60,000 | ||||||
Common Stock Issued With Loans Payable, Amount | 12,600 | 0 | $ 60 | 12,540 | 0 | 12,600 | 0 |
Stock Based Compensation | 30,154 | 0 | 0 | 30,154 | 0 | 30,154 | 0 |
Warrants Issued For Director Services | 41,508 | 0 | 0 | 41,508 | 0 | 41,508 | 0 |
Net Loss | (501,624) | 0 | 0 | 0 | (479,952) | (479,952) | (21,672) |
Warrants Issued For Loan Payable | 28,088 | $ 0 | $ 0 | 28,088 | 0 | 28,088 | 0 |
Balance, Shares at Mar. 31, 2022 | 1,015,000 | 27,058,338 | |||||
Balance, Amount at Mar. 31, 2022 | $ (3,869,569) | $ 1,015 | $ 27,058 | $ 12,174,631 | $ (15,815,410) | $ (3,612,706) | $ (256,863) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (501,624) | $ (497,780) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Non-employee Stock Based Compensation | 0 | 5,000 |
Employee Stock Based Compensation | 71,662 | 109,235 |
Amortization Of Debt Discount | 62,857 | 130,051 |
Depreciation And Amortization Expense | 10,510 | 12,798 |
Change In Merchant Allowance | 961 | (138,458) |
Merchant Cash Advance Direct Write Off | 0 | 960 |
Non-cash Lease Expense | 16,699 | 14,873 |
Changes In Operating Assets And Liabilities: | ||
Inventory | (2,000) | (2,929) |
Merchant Cash Advances | (320) | 189,396 |
Prepaid Expenses And Other Current Assets | 286 | (35,197) |
Vendor Deposits | (62,430) | |
Operating Lease Liabilities | (16,083) | (14,769) |
Accounts Payable And Accrued Liabilities | 163,907 | 193,431 |
Accounts Payable And Accrued Liabilities - Related Party | 76,442 | 0 |
Deferred Revenue | 136 | (7,702) |
Net Cash Used In Operating Activities | (117,139) | (33,127) |
Cash Flows From Financing Activities: | ||
Proceeds From Sale Of Common Stock - Related Party | 0 | 50,000 |
Proceeds From Loans | 30,000 | 0 |
Repayment Of Loans | 0 | (13,375) |
Proceeds From Related Party Loans | 87,500 | 62,250 |
Repayments Of Related Party Loans | 0 | (74,411) |
Net Cash Provided By Financing Activities | 117,500 | 24,464 |
Net Increase (decrease) In Cash And Restricted Cash | 361 | (8,663) |
Cash And Restricted Cash At Beginning Of The Period | 11,527 | 50,386 |
Cash And Restricted Cash At End Of The Period | 11,888 | 41,723 |
Cash And Restricted Cash Consist Of The Following: End Of The Period | ||
Cash | 5,988 | 41,723 |
Restricted Cash | 5,900 | 0 |
Non-cash Financing Activities: | ||
Common Stock Issued With Loans | 12,600 | 4,680 |
Common Stock Issued With Related Party Loans | 0 | 28,660 |
Warrants Issued With Loans | 28,088 | 0 |
Cash Paid For: | ||
Interest | 3,130 | 45,191 |
Income Taxes | $ 0 | $ 0 |
BUSINESS SUMMARY OF SIGNIFICANT
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2022 | |
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY | |
Note 1 - Business Summary Of Significant Accounting Principles And Liquidity | NOTE 1 – BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY Nature of Business First Foods Group, Inc. (the “Company” or “First Foods”) is a smaller reporting company focused on developing its specialty chocolate product line through its Holy Cacao subsidiary and participating in merchant cash advances (“MCAs”) through its 1 st Holy Cacao is a majority owned subsidiary that is dedicated to producing, packaging, distributing and selling specialty chocolate products, including specialty chocolate products infused with a hemp-based ingredient in accordance with the Company’s understanding of the Agricultural Act of 2014 (the “2014 Farm Bill”) and/or the Agriculture Improvement Act of 2018 (the “2018 Farm Bill,” and together with the 2014 Farm Bill, collectively, the “Farm Bill”), which renders the production of hemp in compliance with the provisions of the Farm Bill federally lawful. The Company has not been, is not, and has no current plans to be involved in producing, packaging, distributing or selling any product that is infused with a still-illegal marijuana-based ingredient THQ, although it intends to revisit the matter as regulations change in jurisdictions in which it operates. The Company is also dedicated to licensing its intellectual property (“IP”), including its name, brand, and packaging, to third parties. The Company may license its IP to third parties that may produce, package, and distribute hemp-based products pursuant with the Company’s understanding of the Farm Bill. The Company may license its IP to third parties that may produce, package, and distribute marijuana-based products, but only as such licensing is legal. Holy Cacao holds four trademarks for the brands, “The Edibles Cult”, “Purely Irresistible”, “Mystere” and “Southeast Edibles”. The Company also has a contract with TIER Merchant Advances LLC (“TIER”) to participate in the purchase of future receivables from qualified TIER merchants for the purpose of generating revenue for the Company. The Company also provides cash advances directly to merchants. Quarterly Reporting The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP, but which are not required for interim reporting purposes, have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of March 31, 2022 and the results of operations and cash flows for the interim periods ended March 31, 2022 and 2021, have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 14, 2022. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. Liquidity and Going Concern The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for the next 12 months following the issuance of these unaudited condensed consolidated financial statements. In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of March 31, 2022, the Company had approximately $1,367,000 in third-party short-term debt and approximately $42,000 in associated debt discount and approximately $578,000 in related-party short-term debt and approximately $3,800 in associated debt discount that is due within the next twelve months. Management’s plan is to increase revenue, obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However, neither any members of management nor any significant shareholders are currently committed to invest funds with us and, therefore, we cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company does not have sufficient cash flow for the next twelve months from the date of this report. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, ”Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, ”Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect adopting ASU 2016-13 will have on the Company’s consolidated financial statements. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity – Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).” The ASU addresses how an issuer should account for modifications or an exchange of freestanding written call options classified as equity that is not within the scope of another Topic. For both public and private companies, the ASU is effective for fiscal years beginning after December 15, 2021. Transition is prospective. Early adoption is permitted. The Company's adoption of ASU 2021-04 did not have a material impact on its unaudited condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Note 2 - Related Party Transactions | NOTE 2 – RELATED PARTY TRANSACTIONS Consulting Agreements On February 27, 2017, Harold Kestenbaum assumed the role of Chairman of the Board of Directors and Interim Chief Executive Officer (“Interim CEO”). Mr. Kestenbaum earned $40,000 per year for his role as Chairman of the Board and no longer takes compensation. As of March 31, 2022, the Company has accrued a total of $40,000 of compensation for his role as Interim CEO under the previous agreement. As of March 31, 2022, the Company has a consulting agreement with R and W Financial (a company owned by a director) for $5,000 a month. The agreement is for an indefinite period of time and is subject to cancellation by either party with written notice of 30 days. The outstanding balance as of March 31, 2022 and December 31, 2021 was $162,068 and $146,303, respectively. Related Party Loans Associated equity instruments recorded as debt discount Interest Rate Original Maturity Date New Common Shares issued Fair Value of Common Shares issued Warrants issued Fair Value of Warrants issued March 31, 2022 December 31, 2021 1 12%* 4/17/2022 10/31/2022 $ 100,000 $ 100,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 2 0%* 4/24/2022 8/31/2022 179,813 179,813 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 3 12%* 4/16/2022 8/20/2022 150,000 150,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 80,000 16,000 - - 4 0%* 9/15/2022 500 500 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 5 0%* 5/30/2022 147,500 60,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 6 0%* Loans fully repaid in 2021 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 60,000 12,660 - - Unamortized debt discount (3,792 ) (19,304 ) Total $ 574,021 $ 471,009 * - unsecured note ** - During the three month end periods ended March 31, 2022 and 2021, the company extended the terms of the notes identified above, the extension of the term was accounted for as a modification to the original note. The company capitalized new costs of $0 and $28,660, for the period ended March 31, 2022 and 2021, respectively, as a result of the modifications. During the three months ended March 31, 2022 and 2021, the Company recorded $15,512 and $33,354 of interest expense related to the amortization of debt discount and $5,918 and $13,315 of regular interest, respectively. As of March 31, 2022 and December 31, 2021, accrued interest was $74,067 and $68,149, respectively. Related Party Payables As of March 31, 2022 and December 31, 2021, the Company owed a Director $182,488 and $150,822, respectively, for expenses incurred on behalf of the Company. Director Agreements The Company annually revisits the board of director agreements, which include quarterly compensation of $10,000 per director for the fiscal year. Three of the five board members currently are compensated under these terms, while the other two board members remain unpaid. As of March 31, 2022 and December 31, 2021, the Company has accrued $410,000 and $381,000, respectively, in relation to the director agreements and is included in Accounts payable and accrued liabilities - related parties on the balance sheet. On July 7, 2020, our Board of Directors appointed Michael Kaplan to the Board of Directors who currently remains as an uncompensated board member (see note 6 for details). If terminated with cause by the Company, the consultant shall not thereafter be entitled to any form of compensation, the unvested warrants shall terminate, and he shall be paid a buyout fee in the amount of 250,000 fully vested warrants. If terminated without cause by the Company, all unvested warrants shall be accelerated and vest in one-half the time it was previously scheduled to vest. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Note 3 - Property And Equipment | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: March 31, 2022 December 31, 2021 Leasehold improvements $ 33,000 $ 33,000 Equipment 201,024 201,024 Less: Accumulated depreciation and amortization (105,430 ) (94,921 ) Total $ 128,594 $ 139,103 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Note 4 - Accounts Payable And Accrued Liabilities | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: March 31, December 31, 2022 2021 Accounts Payable $ 280,872 $ 221,206 Interest 254,331 209,311 Salaries 666,777 603,371 Other 36,143 40,328 Total third party payables 1,238,123 1,074,216 Related party payables, officers and director fees 794,556 718,114 Total payables $ 2,032,679 $ 1,792,330 |
LOANS AND LONG-TERM LOANS
LOANS AND LONG-TERM LOANS | 3 Months Ended |
Mar. 31, 2022 | |
LOANS AND LONG-TERM LOANS | |
Note 5 - Loan And Long-term Loans | NOTE 5 – LOANS AND LONG-TERM LOANS Associated equity instruments recorded as debt discount Interest Rate Original Maturity Date New Common Shares issued Fair Value of Common Shares issued Warrants issued Fair Value of Warrants issued March 31, 2022 December 31, 2021 1 12%* 4/16/2022 8/31/2022 $ 50,000 $ 50,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 2 12%* 4/22/2022 11/30/2022 18,000 18,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 18,000 4,680 - - 3 12%* 6/30/2022 250,000 250,000 During the three months ended March 31, 2022 - - 125,000 28,088 During the three months ended March 31, 2021 - - - - 4 12%* 4/16/2022 410,000 410,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 5 12%* 4/16/2022 140,000 140,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 6 12%* 4/30/2022 200,000 200,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 7 12%* 7/31/2022 60,000 60,000 During the three months ended March 31, 2022 60,000 12,600 - - During the three months ended March 31, 2021 - - - - 8 12%* 7/29/2022 96,000 96,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 9 3.75% ** 6/25/2050 150,000 150,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 10 12.5%* 12/17/2022 3,600 3,600 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 11 0%* 9/19/2022 16,500 16,500 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 12 0%* 4/16/2022 8/31/2022 50,000 50,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 13 0% *** 4/16/2022 5/31/2022 30,000 30,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 14 0%* 4/16/2022 5/31/2022 13,000 13,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 15 0% *** 5/30/2022 30,000 - During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - Unamortized debt discount (41,856 ) (48,514 ) Total 1,475,244 1,438,586 Less: short term loans, net 1,325,244 1,288,586 Total long-term loans, net $ 150,000 $ 150,000 * - unsecured note ** - secured note and collateralized by all tangible and intangible personal property *** - unsecured note and guaranteed by a Director of the Company **** - During the three month end periods ended March 31, 2022 and 2021, the company extended the terms of the notes identified above, the extension of the term was accounted for as a modification to the original note. The company capitalized new costs of $40,688 and $4,680, for the period ended March 31, 2022 and 2021, respectively, as a result of the modifications. The Company has experienced a shortage of funding because cash outflows in the first quarter for business administration were higher than business revenue and financing expectations. As a result, interest payables of $117,255 on the Company’s loans with Acuity Opportunities Fund I, LLC (the “Lender”) (notes 4,5,6 and 8 in the above table) due by April, 16, 2022, April 30, 2022 and July 29, 2022 remained unpaid as of March 31, 2022. The carrying amount of the loans payable in default as of March 31, 2022 is $846,000. The Company’s management has successfully negotiated interest and loan extensions with the lender in prior periods and will continue to negotiate further extensions with the lender for future periods. The loan with the lender is presented as a current liability as of March 31, 2022. In connection with the various debts issuances and extensions, the Company periodically, as applicable, records debt discount and amortizes it over the applicable life of the debt. During the three months ended March 31, 2022 and 2021, the Company recorded $47,344 and $96,697 of interest expense related to the amortization of debt discount and $41,856 and $41,303 of regular interest, respectively. As of March 31, 2022 and December 31, 2021, accrued interest was $170,493 and $132,778, respectively. As of March 31, 2022 and December 31, 2021, accrued interest associated with the economic injury disaster loan was $9,771 and $8,385, respectively. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS DEFICIT | |
Note 6 - Stockholders' Deficit | NOTE 6 – STOCKHOLDERS’ DEFICIT Warrant Activity Common Stock Warrants On July 7, 2020, our Board of Directors appointed Michael Kaplan to the Board of Directors. In connection with the agreement one million (1,000,000) warrants were issued. The warrants are valued at $177,200 based on the Black Scholes Model. For the three months ended March 31, 2022 and 2021, the Company recorded $0 and $43,693 as compensation expense related to the warrants, respectively. Prior to Mr. Kaplan’s appointment to the Board of Directors, on July 7, 2020 the Company entered into a Consulting Agreement with Mr. Kaplan to award him, as full compensation for two (2) years of service, warrants to purchase two million (2,000,000) shares of common stock at an exercise price of $0.18 per share, which was the closing price of our common stock on such date. The warrants are valued at $354,400 based on the Black Scholes Model. Due to the fact that management has assessed the probability of certain milestones being met as probable, the warrants are being straight-lined over the term of services and accelerated whenever a milestone is met. The probability of the remaining milestones being met is reviewed by management every quarter. For each of the three months ended March 31, 2022 and 2021, the Company recorded $41,508 as compensation expense related to the warrants. The warrants shall vest upon the occurrence to the Company of the following milestone events through the efforts of the consultant: No. of Warrants Milestone 100,000 Acceptance by the Company of a full go-to market strategy for the Company's products. This milestone has been achieved. 100,000 Acceptance by the Company of a social marketing platform and PR strategy and onboarding of such. 300,000/500,000 300,000 for each multi outlet (“MULO”) retailer that is onboarded - regardless of store count carrying the product; and 500,000, if the onboarded MULO is a national chain. 300,000 Deliverance of full due diligence package for each potential acquisition for which the Company requests the consultant perform due diligence 500,000 Upon the closing of any acquisition which the consultant brought to the Company and provided due diligence. 500,000 Additional compensation in board seat agreement. On August 4, 2020, the Company signed an Employment Agreement for a term of three years with an annual base salary of eighty four thousand dollars ($84,000). As part of the agreement the Company will issue a warrant to the employee to purchase 300,000 shares a year, for a total of 900,000 shares of the Company’s common stock. The warrants have a term of three (3) years from date of issue and an exercise price equal to the closing market price of the Company’s common stock on August 4, of the corresponding year. The warrants issued on August 4, 2020 and 2021, are valued at $97,470 and $46,050, respectively, based on the Black Scholes Model. The warrants will be subject to a 12-month period whereby the warrants will vest in equal monthly increments for each year of the employment period. Once per quarter, the employee may waive the right to receive 25,000 warrants and receive in exchange for $5,000 worth of shares of the Company’s common stock. In the event the employee’s employment is terminated by the Company without cause, the employee shall be entitled to receive severance in an amount equal to the lesser of three month’s salary or the amount of salary otherwise payable until the termination date. The employee additionally shall be entitled to retain all warrants scheduled to vest within the following six months. For the three months ended March 31, 2022 and 2021, the Company recorded $30,153 and $24,034 as compensation expense related to the warrants, respectively. On March 21, 2022, the Company extended the maturity date on one of its promissory notes (see Note 5). In association with this extension the company granted warrants for the right to purchase 125,000 shares of common stock at an exercise price of $0.24 a share. The warrants are valued at $28,088 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years. The Company recorded a debt discount and will amortize it over the life of the loan. The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective period: 2022 2021 Risk-free interest rate 0.22 % 0.03-0.08 % Expected term of options, in years 3 3 Expected annual volatility 214.0 % 228.0-247.7 % Expected dividend yield - % - % Determined grant date fair value per option $ 0.15 -0.22 $ 0.14 - 0.22 A summary of the Company’s warrants to purchase common stock activity is as follows: Number of Warrants (in common shares) Weighted Average Exercise Price Outstanding, December 31, 2020 4,899,750 $ 0.21 Granted 1,148,775 0.19 Exercised - - Forfeited or cancelled (343,750 ) 0.08 Outstanding, December 31, 2021 5,704,775 $ 0.22 Granted 425,000 0.18 Exercised - - Forfeited or cancelled (60,000 ) 0.30 Outstanding, March 31, 2022 6,069,775 $ 0.21 As of March 31, 2022, 4,069,775 warrants for common stock were exercisable and the intrinsic value of these warrants was $184,014, the weighted average remaining contractual life for warrants outstanding was 1.92 years and the remaining expense is $61,095 over the remaining amortization period which is four months. As of March 31, 2021, 2,628,917 warrants for common stock were exercisable and the intrinsic value of these warrants was $262,660, the weighted average remaining contractual life for warrants outstanding was 2.56 years and the remaining expense is $294,762 over the remaining amortization period which is 1.25 years. Preferred Stock Warrants A summary of the Company’s warrants to purchase Series B Preferred Stock activity is as follows: Number of Warrants (in Series B Preferred Stock) Weighted Average Exercise Price Outstanding, December 31, 2020 4,470,000 $ 0.68 Granted - - Exercised - - Forfeited or cancelled - - Outstanding, December 31, 2021 4,470,000 $ 0.68 Granted - - Exercised - - Forfeited or cancelled - - Outstanding, March 31, 2022 4,470,000 $ 0.68 As of March 31, 2022, 4,470,000 warrants for Series B preferred stock were exercisable and the intrinsic value of these warrants was $2,674,350, the weighted average remaining contractual life for warrants outstanding was 6.12 years. As of March 31, 2021, 4,470,000 warrants for Series B preferred stock were exercisable and the intrinsic value of these warrants was $4,350,600, the weighted average remaining contractual life for warrants outstanding was 7.12 years. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Note 7 - Leases | NOTE 7 – LEASES On June 23, 2020, the Company entered into an operating lease agreement with a term of 4 years, and an option to extend for three years, comprising of office and warehouse space. This option is included in the lease term when it is reasonably certain that the option will be exercised and failure to exercise such option will result in economic penalty and as such the option to extend for the three-year term is not included in the below calculation. For each of the three months ended March 31, 2022 and 2021, the Company incurred lease expense for its operating leases of $21,911, which was included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations. The Company’s weighted-average remaining lease term relating to its operating leases is 2.08 years, with a weighted-average discount rate of 12.00%. The Company had cash payments for operating leases of $21,806 for each of the three months ended March 31, 2022 and 2021. The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of March 31, 2022. Maturity of Lease Liability 2022 $ 65,587 2023 89,487 2024 30,120 Total undiscounted operating lease payments 185,194 Less: Imputed interest 22,224 Present value of operating lease liabilities $ 162,970 |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS | |
Note 8 - Commitments | NOTE 8 – COMMITMENTS On July 16, 2018, the Company entered into a consulting agreement with a service provider that contains the following terms: · A $6,000 per month advance of Holy Cacao equity distribution will be awarded every month Holy Cacao earns a net profit over a period of twenty-four (24) consecutive months following the initial product launch and production sale. · 300,000 warrants for shares of the Company’s common stock will be awarded after each of two consecutive twelve (12) month periods in which Holy Cacao earns a net profit from gross annual product sales of at least $1M. Each of the two 300,000 warrant awards will vest equally over a twelve (12) month period. As of March 31, 2022, these targets have not been achieved and the Company has determined it is not probable of being met at this time, as such no compensation expense has been recorded. On August 14, 2019, the Company entered into an agreement with a CFN Media. In consideration for the services and deliverables provided by CFN Media, the Company will make three (3) cash payments to CFN Media totaling $30,000. Payments will be made in accordance with the following staged schedule: “Stage 1” - $10,000 due upon the signing of the agreement for the Stage 1 services and deliverables: the interview, lead generation system and two (2) articles, including syndication, distribution and placement. This payment has been made. “Stage 2” - $10,000 due upon the Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 1 and the Company’s confirmation they are ready to continue with Stage 2, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and lead generation, as well as syndication, distribution and placement of services and deliverables. “Stage 3” - $10,000 due upon the Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 2 and the Company’s confirmation they are ready to continue with Stage 3, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and lead generation, as well as syndication, distribution and placement of services and deliverables. On October 10, 2019, the Company signed a master distribution agreement with CBD Unlimited, Inc., which is a public company and a master distributor, to distribute the Company’s hemp-based chocolate products. The term of this agreement is four years. The agreement includes the issuance of 250,000 shares of the Company’s common stock at the closing market price of $0.26 per share as of the date of the agreement. Additionally, the Company shall pay the distributor a commission for its services hereunder amounting to applicable percentage of the sales price of any sales or sales contract with a customer. On October 15, 2020, the Company entered into a chocolate sales agreement with a sales consultant. The consultant will receive a commission of the gross sales (net of returns) that were directly generated by the consultant to new customers. The consultant shall receive a sales commission of the gross sales (net of returns) directly generated by the consultant to such distributor and such distributor shall receive a commission of such gross sales (net of returns). Commissions shall be paid within 30 days of the end of the quarter in which they are deemed earned. No commissions are due as of March 31, 2022. In addition, once the consultant has made $75,000 of gross sales (net of returns) he shall receive 75,000 shares of the Company’s common stock. This agreement shall continue for sixty months from the date of the agreement and will automatically extend for additional successive sixty-month terms unless written notice is delivered at least thirty days prior to the end of the current term. On November 9, 2020, the Company entered into an agreement with a consultant. The consultant shall provide the following services: develop a marketing plan and act as a sales agent with respect to the wholesale of various products by the Company. As compensation for the services, the consultant shall receive a cash payment in an amount in excess of 9% of the profit margin. However, in the event the average closing price of the Company’s common stock on the common stock’s primary market over the final ten (10) trading days of any month is greater than or equal to $0.50, then the cash compensation for such month shall only be the amount of profit margin generated by the sales of the products in excess of 14% of gross sales and the amount of profit margin between 9% and 14% of gross sales shall completely belong to the Company. Prior to the payment date of each month, the consultant can elect to receive all or part of the cash compensation due for such month in the form of common stock by providing written notice of such election to the Company. The number of shares to be issued shall be calculated based upon a per share value equal to 80% of the valuation price. This agreement shall commence on the effective date and shall continue for a term of two (2) years. Prior to six months after the effective date this agreement may not be cancelled without cause. After six months this agreement may be sooner terminated by either party upon sixty days written notice. Commencing 120 days after the effective date, absent an effective registration statement by the Company covering the shares, the sales consultant may “Put” to the Company any vested shares at a price per share equal to the grant price at any time during the term. The Company shall maintain a separate account with funds to pay for the Put for as long as the Put is exercisable and the Put right shall be subject to the terms governing such account. As of March 31, 2022, the Company has recorded a Put liability of $29,421. The Consultant has agreed to lower the restricted cash amount for the Put to $5,900. On November 9, 2020, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to three million (3,000,000) shares to the sales consultant in monthly installments over the twenty (24) month term of the agreement. The number of shares to be issued by the Company to the sales consultant on a monthly basis will be determined by the amount of net sales of various wholesale products generated by the sales consultant at the end of each month multiplied by a fixed percentage of nine percent (9%) divided by the last closing market price of the shares as of the effective date. In addition to the shares to be issued, the sales consultant shall be issued three million (3,000,000) warrants to purchase shares. One warrant shall be fully vested for every share issued. The exercise price of each warrant shall be equal to the grant price and each warrant shall be exercisable for thirty-six (36) months following the date of vesting. Until such time as the shares underlying the warrants are registered, the warrants may be exercised via a cashless exercise. As of March 31, 2022, there were 2,852,009 shares of common stock and 2,942,725 warrants remaining to be issued if certain performance thresholds are met. On January 14, 2021, the Company entered into an agreement with a sales consultant to further the business purpose of the Company. In consideration for the services provided by the consultant, the consultant will receive a commission of the gross sales (net of returns) that were directly generated by the consultant to new customers. This agreement shall continue for sixty months from the date of the agreement and will automatically extend for additional successive sixty month terms unless written notice is delivered at least thirty days prior to the end of the current term. On January 4, 2022, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to 2,380,952 shares of restricted common stock to the sales consultant in monthly installments over the twenty (24) month term of the agreement. The number of shares to be issued by the Company to the sales consultant on a monthly basis will be determined by the amount of net sales of products generated by the sales consultant at the end of each month multiplied by a fixed percentage of 5% divided by the last closing market price of the shares as of the effective date. Additionally, if the sales consultant makes sales using salespeople who are not under contract with the Company, the Company will pay the consultant a cash commission at the end of each month equal to 5% of net sales over the term. On March 2, 2022, the Company entered into two agreements with two consultants to further the business purpose of the Company. In consideration for the services provided by the consultants, the consultants will receive a 10% commission of the gross sales (net of returns) that were directly generated by the consultants to new customers. This agreement shall continue for sixty months from the date of the agreement and will automatically extend for additional successive sixty month terms unless written notice is delivered at least thirty days prior to the end of the current term. On March 23, 2022, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to 2,083,333 shares of restricted common stock to the sales consultant in monthly installments over the twenty (24) month term of the agreement. The number of shares to be issued by the Company to the sales consultant on a monthly basis will be determined by the amount of net sales of products generated by the sales consultant at the end of each month multiplied by a fixed percentage of 5% divided by the last closing market price of the shares as of the effective date. On April 11, 2022, the Company entered into a memo of understanding with a marketing consultant, who is a National Football League (NFL) celebrity. As compensation for the services, the Company agrees to split the net profit on a 50 / 50 basis derived from the sales of the Company’s products that will be branded under the consultant’s name and result from the marketing consultant’s efforts. The marketing consultant will be paid on a quarterly basis over the two (2) year term. Commission costs for the three months ending March 31, 2022 and 2021, were $0 and $1,138, respectively. These expenses are included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, there were no accrued commissions outstanding. |
CONCENTRATION RISKS
CONCENTRATION RISKS | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATION RISKS | |
Note 9 - Concentration Risks | NOTE 9 – CONCENTRATION RISKS As of March 31, 2022, the Company's concentrations for receivables from merchant cash advances as well as income from merchant cash advances were not significant to warrant concentration risk. As of December 31, 2021, the Company’s receivables from merchant cash advances included $29,290 from one merchant, representing 78% of the Company’s merchant cash advances The Company earned $14,949 of MCA income from one merchant, representing 57% of the Company’s MCA income for the three months ended March 31, 2021. For the three months ended March 31, 2022, the Company had purchase concentrations of 54% and 27% from two vendors. For the three months ended March 31, 2021, the Company had purchase concentrations of 85% from one vendor. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
Note 10 - Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS Subsequent to the year end, the Company has extended various loans (see notes 2 and 5) and has entered into an agreement with a consultant (seen note 8). |
BUSINESS SUMMARY OF SIGNIFICA_2
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY (Policies) | |
Nature Of Business | First Foods Group, Inc. (the “Company” or “First Foods”) is a smaller reporting company focused on developing its specialty chocolate product line through its Holy Cacao subsidiary and participating in merchant cash advances (“MCAs”) through its 1 st Holy Cacao is a majority owned subsidiary that is dedicated to producing, packaging, distributing and selling specialty chocolate products, including specialty chocolate products infused with a hemp-based ingredient in accordance with the Company’s understanding of the Agricultural Act of 2014 (the “2014 Farm Bill”) and/or the Agriculture Improvement Act of 2018 (the “2018 Farm Bill,” and together with the 2014 Farm Bill, collectively, the “Farm Bill”), which renders the production of hemp in compliance with the provisions of the Farm Bill federally lawful. The Company has not been, is not, and has no current plans to be involved in producing, packaging, distributing or selling any product that is infused with a still-illegal marijuana-based ingredient THQ, although it intends to revisit the matter as regulations change in jurisdictions in which it operates. The Company is also dedicated to licensing its intellectual property (“IP”), including its name, brand, and packaging, to third parties. The Company may license its IP to third parties that may produce, package, and distribute hemp-based products pursuant with the Company’s understanding of the Farm Bill. The Company may license its IP to third parties that may produce, package, and distribute marijuana-based products, but only as such licensing is legal. Holy Cacao holds four trademarks for the brands, “The Edibles Cult”, “Purely Irresistible”, “Mystere” and “Southeast Edibles”. The Company also has a contract with TIER Merchant Advances LLC (“TIER”) to participate in the purchase of future receivables from qualified TIER merchants for the purpose of generating revenue for the Company. The Company also provides cash advances directly to merchants. |
Quarterly Reporting | The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP, but which are not required for interim reporting purposes, have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of March 31, 2022 and the results of operations and cash flows for the interim periods ended March 31, 2022 and 2021, have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 14, 2022. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. |
Liquidity And Going Concern | The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for the next 12 months following the issuance of these unaudited condensed consolidated financial statements. In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of March 31, 2022, the Company had approximately $1,367,000 in third-party short-term debt and approximately $42,000 in associated debt discount and approximately $578,000 in related-party short-term debt and approximately $3,800 in associated debt discount that is due within the next twelve months. Management’s plan is to increase revenue, obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However, neither any members of management nor any significant shareholders are currently committed to invest funds with us and, therefore, we cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company does not have sufficient cash flow for the next twelve months from the date of this report. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Recent Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, ”Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, ”Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect adopting ASU 2016-13 will have on the Company’s consolidated financial statements. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity – Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).” The ASU addresses how an issuer should account for modifications or an exchange of freestanding written call options classified as equity that is not within the scope of another Topic. For both public and private companies, the ASU is effective for fiscal years beginning after December 15, 2021. Transition is prospective. Early adoption is permitted. The Company's adoption of ASU 2021-04 did not have a material impact on its unaudited condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS (Tables) | |
Schedule Of Related Party Loan | Interest Rate Original Maturity Date New Common Shares issued Fair Value of Common Shares issued Warrants issued Fair Value of Warrants issued March 31, 2022 December 31, 2021 1 12%* 4/17/2022 10/31/2022 $ 100,000 $ 100,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 2 0%* 4/24/2022 8/31/2022 179,813 179,813 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 3 12%* 4/16/2022 8/20/2022 150,000 150,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 80,000 16,000 - - 4 0%* 9/15/2022 500 500 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 5 0%* 5/30/2022 147,500 60,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 6 0%* Loans fully repaid in 2021 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 60,000 12,660 - - Unamortized debt discount (3,792 ) (19,304 ) Total $ 574,021 $ 471,009 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT (Tables) | |
Schedule Of Property And Equipment | March 31, 2022 December 31, 2021 Leasehold improvements $ 33,000 $ 33,000 Equipment 201,024 201,024 Less: Accumulated depreciation and amortization (105,430 ) (94,921 ) Total $ 128,594 $ 139,103 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | |
Schedule Of Accounts Payable And Accrued Liabilities | March 31, December 31, 2022 2021 Accounts Payable $ 280,872 $ 221,206 Interest 254,331 209,311 Salaries 666,777 603,371 Other 36,143 40,328 Total third party payables 1,238,123 1,074,216 Related party payables, officers and director fees 794,556 718,114 Total payables $ 2,032,679 $ 1,792,330 |
LOANS AND LONG-TERM LOANS (Tabl
LOANS AND LONG-TERM LOANS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Schedule Of Maturities Of Long Term Debt | Interest Rate Original Maturity Date New Common Shares issued Fair Value of Common Shares issued Warrants issued Fair Value of Warrants issued March 31, 2022 December 31, 2021 1 12%* 4/16/2022 8/31/2022 $ 50,000 $ 50,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 2 12%* 4/22/2022 11/30/2022 18,000 18,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 18,000 4,680 - - 3 12%* 6/30/2022 250,000 250,000 During the three months ended March 31, 2022 - - 125,000 28,088 During the three months ended March 31, 2021 - - - - 4 12%* 4/16/2022 410,000 410,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 5 12%* 4/16/2022 140,000 140,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 6 12%* 4/30/2022 200,000 200,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 7 12%* 7/31/2022 60,000 60,000 During the three months ended March 31, 2022 60,000 12,600 - - During the three months ended March 31, 2021 - - - - 8 12%* 7/29/2022 96,000 96,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 9 3.75% ** 6/25/2050 150,000 150,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 10 12.5%* 12/17/2022 3,600 3,600 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 11 0%* 9/19/2022 16,500 16,500 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 12 0%* 4/16/2022 8/31/2022 50,000 50,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 13 0% *** 4/16/2022 5/31/2022 30,000 30,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 14 0%* 4/16/2022 5/31/2022 13,000 13,000 During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - 15 0% *** 5/30/2022 30,000 - During the three months ended March 31, 2022 - - - - During the three months ended March 31, 2021 - - - - Unamortized debt discount (41,856 ) (48,514 ) Total 1,475,244 1,438,586 Less: short term loans, net 1,325,244 1,288,586 Total long-term loans, net $ 150,000 $ 150,000 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS DEFICIT | |
Schedule Of Occurrence Of Milestone Event | No. of Warrants Milestone 100,000 Acceptance by the Company of a full go-to market strategy for the Company's products. This milestone has been achieved. 100,000 Acceptance by the Company of a social marketing platform and PR strategy and onboarding of such. 300,000/500,000 300,000 for each multi outlet (“MULO”) retailer that is onboarded - regardless of store count carrying the product; and 500,000, if the onboarded MULO is a national chain. 300,000 Deliverance of full due diligence package for each potential acquisition for which the Company requests the consultant perform due diligence 500,000 Upon the closing of any acquisition which the consultant brought to the Company and provided due diligence. 500,000 Additional compensation in board seat agreement. |
Sechdule Of Estimate Fair Value | 2022 2021 Risk-free interest rate 0.22 % 0.03-0.08 % Expected term of options, in years 3 3 Expected annual volatility 214.0 % 228.0-247.7 % Expected dividend yield - % - % Determined grant date fair value per option $ 0.15 -0.22 $ 0.14 - 0.22 |
Schedule Of Common Stock Activity | Number of Warrants (in common shares) Weighted Average Exercise Price Outstanding, December 31, 2020 4,899,750 $ 0.21 Granted 1,148,775 0.19 Exercised - - Forfeited or cancelled (343,750 ) 0.08 Outstanding, December 31, 2021 5,704,775 $ 0.22 Granted 425,000 0.18 Exercised - - Forfeited or cancelled (60,000 ) 0.30 Outstanding, March 31, 2022 6,069,775 $ 0.21 |
Schedule Of Series B Preferred Stock Activity | Number of Warrants (in Series B Preferred Stock) Weighted Average Exercise Price Outstanding, December 31, 2020 4,470,000 $ 0.68 Granted - - Exercised - - Forfeited or cancelled - - Outstanding, December 31, 2021 4,470,000 $ 0.68 Granted - - Exercised - - Forfeited or cancelled - - Outstanding, March 31, 2022 4,470,000 $ 0.68 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Schedule Of Operating Lease | Maturity of Lease Liability 2022 $ 65,587 2023 89,487 2024 30,120 Total undiscounted operating lease payments 185,194 Less: Imputed interest 22,224 Present value of operating lease liabilities $ 162,970 |
BUSINESS SUMMARY OF SIGNIFICA_3
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY (Details Narrative) | Mar. 31, 2022USD ($) |
BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY (Policies) | |
Short Term Debt Third Party | $ 1,367,000 |
Short Term Debt Third Party, Discount | 42,000 |
Short-term Debt Related Party | 578,000 |
Short-term Debt Related Party, Discount | $ 3,800 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Unamortized Debt Discount | $ (3,792) | $ (19,304) | |
Related Party Loans, Net | 574,021 | 471,009 | |
Notes Payable One [Member] | |||
Related Party Loans, Gross | 100,000 | 100,000 | |
Notes Payable Two [Member] | |||
Related Party Loans, Gross | 179,813 | 179,813 | |
Notes Payable Four [Member] | |||
Related Party Loans, Gross | 500 | 500 | |
Notes Payable Three [Member] | |||
Related Party Loans, Gross | 150,000 | 150,000 | |
Common share issued | 80,000 | ||
Fair Value of Common Shares issued | $ 16,000 | ||
Notes Payable Five [Member] | |||
Related Party Loans, Gross | $ 147,500 | $ 60,000 | |
Notes Payable Six [Member] | |||
Common share issued | 60,000 | ||
Fair Value of Common Shares issued | $ 12,660 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 07, 2020 | Jan. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 27, 2017 |
Related Party Payables | $ 182,488 | $ 150,822 | ||||
Interest Expense | 15,512 | $ 33,354 | ||||
Capitalized cost | 0 | 28,660 | ||||
Debt Conversion Converted Instrument | $ 13,315 | |||||
Amortization Of Debt Discount, Interest | 5,918 | |||||
Accrued Compensation | 74,067 | 68,149 | ||||
Employment agreement [Member] | Mr. Kestenbaum [Member] | ||||||
Accrued Compensation | 40,000 | |||||
Salary Under Employment Agreement | 5,000 | |||||
Annual Payment | $ 40,000 | |||||
Outstanding Balance | 162,068 | 146,303 | ||||
Employment agreement [Member] | March 1, 2017 [Member] | Mr. Keeley [Member] | ||||||
Deferred Salary | $ 250,000 | |||||
Director Agreements [Member] | Total [Member] | ||||||
Compensation Expenses | $ 10,000 | |||||
Accrued Compensation | $ 410,000 | $ 381,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
PROPERTY AND EQUIPMENT | ||
Leasehold Improvements | $ 33,000 | $ 33,000 |
Equipment | 201,024 | 201,024 |
Less: Accumulated Depreciation | (105,430) | (94,921) |
Total | $ 128,594 | $ 139,103 |
ACCOUNTS PAYABLE RELATED PARTY
ACCOUNTS PAYABLE RELATED PARTY PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total Third Party Payables | $ 1,238,123 | $ 1,074,216 |
Interest | 170,493 | 132,778 |
Accounts Payable and Accrued Liabilities [Member] | ||
Total Third Party Payables | 794,556 | 718,114 |
Accounts Payable | 280,872 | 221,206 |
Interest | 254,331 | 209,311 |
Salaries | 666,777 | 603,371 |
Other | 36,143 | 40,328 |
Related Party Payables And Officer And Director Fees | 1,238,123 | 1,074,216 |
Total Payables | $ 2,032,679 | $ 1,792,330 |
LOANS AND LONG-TERM LOANS (Deta
LOANS AND LONG-TERM LOANS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Unamortized Debt Discount | $ (41,856) | $ (48,514) | |
Total | 1,475,244 | 1,438,586 | |
Less: Short Term Loans, Net | 1,325,244 | 1,288,586 | |
Total Long-term Loans, Net | 150,000 | 150,000 | |
Promissory Note [Member] | |||
Long Term Loans, Gross | $ 50,000 | 50,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 8/31/2022 | ||
Promissory Note One [Member] | |||
Long Term Loans, Gross | $ 18,000 | 18,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 11/30/2022 | ||
Common shares issued | 18,000 | ||
Fair value of common shares issued | $ 4,680 | ||
Promissory Note Six [Member] | |||
Long Term Loans, Gross | $ 60,000 | 60,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 7/31/2022 | ||
Common shares issued | 60,000 | ||
Fair value of common shares issued | $ 12,600 | ||
Promissory Note Two [Member] | |||
Long Term Loans, Gross | $ 250,000 | 250,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 6/30/2022 | ||
Share Warrants issued | 125,000 | ||
Fair Value of Warrants issued | $ 28,088 | ||
Promissory Note Three [Member] | |||
Long Term Loans, Gross | $ 410,000 | 410,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 4/16/2022 | ||
Promissory Note Four [Member] | |||
Long Term Loans, Gross | $ 140,000 | 140,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 4/16/2022 | ||
Promissory Note Five [Member] | |||
Long Term Loans, Gross | $ 200,000 | 200,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 4/30/2022 | ||
Promissory Note Seven [Member] | |||
Long Term Loans, Gross | $ 96,000 | 96,000 | |
Debt Interest Rate | 12.00% | ||
Maturity Date | 7/29/2022 | ||
Promissory Note Eight [Member] | |||
Long Term Loans, Gross | $ 150,000 | 150,000 | |
Debt Interest Rate | 3.75% | ||
Maturity Date | 6/25/2050 | ||
Promissory Note Nine [Member] | |||
Long Term Loans, Gross | $ 3,600 | 3,600 | |
Debt Interest Rate | 12.50% | ||
Maturity Date | 12/17/2022 | ||
Promissory Note Ten [Member] | |||
Long Term Loans, Gross | $ 16,500 | 16,500 | |
Debt Interest Rate | 0.00% | ||
Maturity Date | 9/19/2022 | ||
Promissory Note Eleven [Member] | |||
Long Term Loans, Gross | $ 50,000 | 50,000 | |
Debt Interest Rate | 0.00% | ||
Maturity Date | 8/31/2022 | ||
Promissory Note Twelve [Member] | |||
Long Term Loans, Gross | $ 30,000 | 30,000 | |
Debt Interest Rate | 0.00% | ||
Maturity Date | 5/31/2022 | ||
Promissory Note Thirteen [Member] | |||
Long Term Loans, Gross | $ 13,000 | 13,000 | |
Debt Interest Rate | 0.00% | ||
Maturity Date | 5/31/2022 | ||
Promissory Note Fourteen [Member] | |||
Long Term Loans, Gross | $ 30,000 | $ 0 | |
Debt Interest Rate | 0.00% | ||
Maturity Date | 5/30/2022 |
LOANS AND LONGTERM LOANS (Detai
LOANS AND LONGTERM LOANS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Amortization Of Debt Discount | $ 41,856 | $ 41,303 | |
Interest Expenses | 47,344 | 96,697 | |
Accrued Interest | 170,493 | 132,778 | |
Capitalized cost | 40,688 | $ 4,680 | |
Economic Injury Disaster [Member] | |||
Accrued Interest | 9,771 | $ 8,385 | |
Acuity Opportunity Fund LLC [Member] | |||
Unpaid interest payable | 117,255 | ||
Loan payable | $ 846,000 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Milestone Event One [Member] | |
Number Of Warrants | 100,000 |
Milestone Event Two [Member] | |
Number Of Warrants | 100,000 |
Occurrence Of Event, Description | Acceptance by the Company of a social marketing platform and PR strategy and onboarding of such. |
Milestone Event Four [Member] | |
Number Of Warrants | 300,000 |
Occurrence Of Event, Description | Deliverance of full due diligence package for each potential acquisition for which the Company requests the consultant perform due diligence |
Milestone Event Six [Member] | |
Number Of Warrants | 500,000 |
Occurrence Of Event, Description | Additional compensation in board seat agreement |
Milestone Event Three [Member] | |
Occurrence Of Event, Description | 300,000 for each multi outlet (“MULO”) retailer that is onboarded - regardless of store count carrying the product; and 500,000, if the onboarded MULO is a national chain |
Milestone Event Three [Member] | Minimum [Member] | |
Number Of Warrants | 300,000 |
Milestone Event Three [Member] | Maximum [Member] | |
Number Of Warrants | 500,000 |
Milestone Event Five [Member] | |
Number Of Warrants | 500,000 |
Occurrence Of Event, Description | Upon the closing of any acquisition which the consultant brought to the Company and provided due diligence |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Expected Term Of Options, In Years | 3 years | 3 years |
Expected Dividend Yield | 0.00% | 0.00% |
Determined Grant Date Fair Value Per Option | $ 0.22 | |
Expected Annual Volatility | 214.00% | |
Minimum [Member] | ||
Determined Grant Date Fair Value Per Option | $ 0.14 | |
Expected Annual Volatility | 228.00% | |
Risk-free Interest Rate | 0.15% | 0.03% |
Maximum [Member] | ||
Determined Grant Date Fair Value Per Option | $ 0.22 | |
Expected Annual Volatility | 247.70% | |
Risk-free Interest Rate | 0.22% | 0.08% |
STOCKHOLDERS DEFICIT (Details 2
STOCKHOLDERS DEFICIT (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrant Outstanding, Beginning | 4,470,000 | 4,470,000 |
Warrant, Granted | 0 | 0 |
Warrant, Exercised | 0 | 0 |
Warrant, Forfeited Or Cancelled | 0 | 0 |
Warrant Outstanding, Ending | 4,470,000 | 4,470,000 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.68 | $ 0.68 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited Or Cancelled | 0 | 0 |
Weighted Average Exercise Price, Outstanding Ending | 0.68 | 0.68 |
Weighted Average Exercise Price [Member] | ||
Weighted Average Exercise Price, Outstanding Beginning | 0.22 | 0.21 |
Weighted Average Exercise Price, Granted | 0.18 | 0.19 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited Or Cancelled | 0.30 | 0.08 |
Weighted Average Exercise Price, Outstanding Ending | $ 0.21 | $ 0.22 |
Warrants [Member] | ||
Warrant Outstanding, Beginning | 5,704,775 | 4,899,750 |
Warrant, Granted | 425,000 | 1,148,775 |
Warrant, Exercised | 0 | 0 |
Warrant, Forfeited Or Cancelled | (60,000) | (343,750) |
Warrant Outstanding, Ending | 6,069,775 | 5,704,775 |
STOCKHOLDERS DEFICIT (Details 3
STOCKHOLDERS DEFICIT (Details 3) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS DEFICIT | ||
Warrant Outstanding Beginning | 4,470,000 | 4,470,000 |
Warrant Granted | 0 | 0 |
Warrant Exercised | 0 | 0 |
Warrant Forfeited Or Cancelled | 0 | 0 |
Warrant Outstanding Ending | 4,470,000 | 4,470,000 |
Weighted Average Exercise Price Outstanding Beginning | $ 0.68 | $ 0.68 |
Weighted Average Exercise Prices Granted | 0 | 0 |
Weighted Average Exercise Prices Exercised | 0 | 0 |
Weighted Average Exercise Price Forfeited Or Cancelled | 0 | 0 |
Weighted Average Exercise Price Outstanding Ending | $ 0.68 | $ 0.68 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | Aug. 06, 2021 | Aug. 04, 2021 | May 10, 2021 | Nov. 09, 2020 | Aug. 04, 2020 | Jul. 07, 2020 | Oct. 28, 2021 | Oct. 25, 2021 | Sep. 20, 2021 | Jun. 30, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 29, 2021 | Apr. 29, 2021 | Oct. 10, 2019 |
Intrinsic Value | $ 184,014 | $ 262,660 | $ 64,834 | ||||||||||||||
Amortization Period | 4 years | 1 year 3 months | 7 years | ||||||||||||||
Remaining Expense | $ 61,095 | $ 294,762 | $ 86,707 | ||||||||||||||
Weighted Average Remaining Contractual Life | 1 year 11 months 1 day | 2 years 6 months 21 days | 2 years 1 month 2 days | ||||||||||||||
Issued Warrants Right To Purchase | 4,069,775 | 2,628,917 | 3,804,775 | ||||||||||||||
Warrants Exercise Price | $ 0.17 | $ 0.21 | $ 0.21 | ||||||||||||||
Vesting Term | 36 years | ||||||||||||||||
Remaining Warrants | 2,942,725 | ||||||||||||||||
Warrant Issued Upon Shares Purchased | 17,801 | ||||||||||||||||
Term Of Warrant | 3 years | ||||||||||||||||
Exercise Price Per Share | $ 0.26 | ||||||||||||||||
Black Scholes Model [Member] | |||||||||||||||||
Fair Value Of Warrants | $ 177,200 | ||||||||||||||||
Employment agreement [Member] | August 4, 2020 [Member] | |||||||||||||||||
Compensation Expenses | $ 30,153 | $ 24,034 | |||||||||||||||
Warrants Issued During Period, Value, Warrants | 46,050 | ||||||||||||||||
Annual Base Salary | $ 84,000 | ||||||||||||||||
Purchase Shares Of Common Stock | 300,000 | ||||||||||||||||
Term Of Agreement | 3 years | ||||||||||||||||
Exchange Shares Of Common Stock | 5,000 | ||||||||||||||||
Warrant Received | 25,000 | ||||||||||||||||
Michael Kaplan [Member] | |||||||||||||||||
Warrant Issued Upon Shares Purchased | 300,000 | 1,000,000 | |||||||||||||||
Exercise Price Per Share | $ 0.18 | ||||||||||||||||
Compensation Expenses | $ 0 | 43,693 | |||||||||||||||
Vest Rate | $ 97,470 | $ 83,333 | |||||||||||||||
Mr. Kaplan's [Member] | Consulting Agreement [Member] | |||||||||||||||||
Weighted Average Remaining Contractual Life | 3 years | ||||||||||||||||
Warrants Issued During Period, Value, Warrants | $ 7,675 | $ 354,400 | |||||||||||||||
Warrant Issued Upon Shares Purchased | 50,000 | (2,000,000) | |||||||||||||||
Exercise Price Per Share | $ 0.16 | $ 0.18 | |||||||||||||||
Consultant [Member] | |||||||||||||||||
Compensation Expenses | $ 41,508 | $ 41,508 | |||||||||||||||
Warrants Issued During Period, Value, Warrants | $ 354,400 | ||||||||||||||||
Deemed Dividend | $ 337,930 | ||||||||||||||||
Warrant Issued, Values | 31,500 | ||||||||||||||||
Warrants Issued | $ 100,000 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Weighted Average Remaining Contractual Life | 6 years 1 month 13 days | 7 years 1 month 13 days | 6 years 4 months 13 days | ||||||||||||||
Warrant Issued Upon Shares Purchased | 2,000,000 | ||||||||||||||||
Number Of Warrants | 4,470,000 | 4,470,000 | 4,470,000 | ||||||||||||||
Fair Value Of Warrants | $ 2,674,350 | $ 4,350,600 | $ 1,758,600 | ||||||||||||||
Series B Convertible Preferred Stock [Member] | CFO and Director [Member] | |||||||||||||||||
Warrants Exercise Price | $ 0.16 | $ 0.16 | $ 0.23 | $ 0.21 | $ 0.17 | $ 0.17 | $ 0.18 | $ 0.21 | $ 1.05 | $ 0.24 | $ 0.21 | ||||||
Term Of Warrant | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||
Fair Value Of Warrants | $ 37,125 | $ 15,340 | $ 83,513 | $ 10,815 | $ 16,190 | $ 16,210 | $ 2,802 | $ 20,200 | $ 28,088 | ||||||||
Promissory Note | $ 16,500 | ||||||||||||||||
Warrants Issued Upon Shares Purchased | 250,000 | 100,000 | 375,000 | 100,000 | 100,000 | 16,500 | 100,000 | 125,000 | 39,474 |
LEASES (Details)
LEASES (Details) | Mar. 31, 2022USD ($) |
STOCKHOLDERS DEFICIT | |
2022 | $ 65,587 |
2023 | 89,487 |
2024 | 30,120 |
Total Undiscounted Operating Lease Payments | 185,194 |
Less: Imputed Interest | 22,224 |
Present Value Of Operating Lease Liabilities | $ 162,970 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 23, 2020 | Jun. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Conditional Extended Term, Description | Company entered into an operating lease agreement with a term of 4 years, and an option to extend for three years, comprising of office and warehouse space | |||
Operating Lease, Weighted Average Discount Rate, Percent | 12.00% | 12.00% | ||
Operating Lease Expense | $ 21,911 | $ 21,911 | ||
Operating Lease Term, Duration | 2 years 29 days | |||
Operating Leases [Member] | ||||
Operating Cash Flow | $ 21,806 | $ 21,806 | ||
Lease Componant | 100.00% |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 04, 2022 | Nov. 09, 2020 | Oct. 15, 2020 | Aug. 14, 2019 | Jul. 16, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 14, 2020 | Oct. 10, 2019 |
Gross Sales | $ 75,000 | |||||||||
Commission Cost | $ 0 | $ 1,138 | ||||||||
Put Liability | 29,421 | |||||||||
Restricted Cash | $ 5,900 | $ 5,900 | ||||||||
Common Stock Shares Recevied | 75,000 | |||||||||
Market Price | $ 0.26 | |||||||||
Common Stock Shares Issued | 27,058,338 | 26,998,338 | 250,000 | |||||||
Warrants Remaining Shares | 2,942,725 | |||||||||
Consultant [Member] | ||||||||||
Fee Paid As In In Common Shares Discount Percentage | 10.00% | |||||||||
Restricted Common Stock Shares Issued For Services To Consultant | 2,083,333 | |||||||||
Warrants [Member] | ||||||||||
Common Stock Shares Issued | 2,852,009 | |||||||||
Consulting Agreement [Member] | ||||||||||
Terms Of Service Provider, Description | the Company will issue up to 2,380,952 shares of restricted common stock to the sales consultant in monthly installments over the twenty (24) month term of the agreement. The number of shares to be issued by the Company to the sales consultant on a monthly basis will be determined by the amount of net sales of products generated by the sales consultant at the end of each month multiplied by a fixed percentage of 5% divided by the last closing market price of the shares as of the effective date | A $6,000 per month advance of Holy Cacao equity distribution will be awarded every month Holy Cacao earns a net profit over a period of twenty-four (24) consecutive months following the initial product launch and production sale | ||||||||
Consulting Agreement Two [Member] | ||||||||||
Description Of Agreement | the consultant shall receive a cash payment in an amount in excess of 9% of the profit margin. However, in the event the average closing price of the Company’s common stock on the common stock’s primary market over the final ten (10) trading days of any month is greater than or equal to $0.50, then the cash compensation for such month shall only be the amount of profit margin generated by the sales of the products in excess of 14% of gross sales and the amount of profit margin between 9% and 14% of gross sales shall completely belong to the Company. Prior to the payment date of each month, the consultant can elect to receive all or part of the cash compensation due for such month in the form of common stock by providing written notice of such election to the Company. The number of shares to be issued shall be calculated based upon a per share value equal to 80% of the valuation price. This agreement shall commence on the effective date and shall continue for a term of two (2) years | |||||||||
Shares Issued For Sale | 3,000,000 | |||||||||
Stage 1 [Member] | CFNMedia [Member] | ||||||||||
Description Of Payment | $10,000 due upon the signing of the agreement for the Stage 1 services and deliverables: the interview, lead generation system and two (2) articles, including syndication, distribution and placement. This payment has been made | |||||||||
Stage 2 [Member] | CFNMedia [Member] | ||||||||||
Description Of Payment | $10,000 due upon the Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 1 and the Company’s confirmation they are ready to continue with Stage 2, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and lead generation, as well as syndication, distribution and placement of services and deliverables | |||||||||
Cash Payment | $ 30,000 | |||||||||
Stage 3 [Member] | CFNMedia [Member] | ||||||||||
Description Of Payment | $10,000 due upon the Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 2 and the Company’s confirmation they are ready to continue with Stage 3, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and lead generation, as well as syndication, distribution and placement of services and deliverables |
CONCENTRATION RISKS (Details Na
CONCENTRATION RISKS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Merchant One [Member] | |||
Advance Cash Receivables | $ 29,290 | ||
Mca Income Earned | $ 14,949 | ||
Percentage Of Mca Income Earned | 57.00% | 78.00% | |
Vendor One [Member] | Purchases [Member] | |||
Concentration Risk Percentage | 54.00% | 85.00% | |
Vendor Three [Member] | Purchases [Member] | |||
Concentration Risk Percentage | 27.00% | ||
Vendor Two [Member] | Purchases [Member] | |||
Concentration Risk Percentage | 2.00% |