Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 31, 2020 | Mar. 16, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Kaival Brands Innovations Group, Inc. | |
Entity Central Index Key | 0001762239 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Shell Company? | true | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 572,364,574 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Interactive Data Current | Yes | |
Incorporation State | DE | |
File Number | 000-56016 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2020 | Oct. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 285 | $ 0 |
Total Current Assets | 285 | 0 |
TOTAL ASSETS | 285 | 0 |
CURRENT LIABILITIES: | ||
Accrued expenses | 31,647 | 44,886 |
Total Current Liabilities | 31,647 | 44,886 |
TOTAL LIABILITIES | 31,647 | 44,886 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock ($.001 par value, 5,000,000 shares authorized, none issued and outstanding as of January 31, 2020 and October 31, 2019) | ||
Common stock ($.001 par value, 1,000,000,000 shares authorized, 572,364,574 issued and outstanding as of January 31, 2020 and October 31, 2019) | 572,365 | 572,365 |
Additional paid in capital | (517,569) | (544,026) |
Accumulated deficit | (86,158) | (73,225) |
Total Stockholders' deficit | (31,362) | (44,886) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 285 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2020 | Oct. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outsanding | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 572,364,574 | 572,364,574 |
Common stock, shares outstanding | 572,364,574 | 572,364,574 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Operating expenses | ||
General and administrative | $ 12,933 | $ 13,960 |
Total operating expenses | 12,933 | 13,960 |
Net loss | $ (12,933) | $ (13,960) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted | 572,364,574 | 572,364,574 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (12,933) | $ (13,960) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Expenses contributed to capital | 26,457 | 7,210 |
Changes in current assets and liabilities: | ||
Accrued expenses | (13,239) | 6,750 |
Net cash provided by operating activities | 285 | |
Net change in cash | 285 | |
Beginning cash balance | ||
Ending cash balance | 285 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid |
Statement of Changes in Stockho
Statement of Changes in Stockholders Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance (Value) at Oct. 31, 2018 | $ 572,365 | $ (570,989) | $ (4,376) | $ (3,000) |
Beginning Balance (Shares) at Oct. 31, 2018 | 572,364,574 | |||
Expenses paid on behalf of the Company and contributed to capital | 7,210 | 7,210 | ||
Net Loss | (13,960) | (13,960) | ||
Ending Balance (Value) at Jan. 31, 2019 | $ 572,365 | (563,779) | (18,336) | (9,750) |
Ending Balance (Shares) at Jan. 31, 2019 | 572,364,574 | |||
Beginning Balance (Value) at Oct. 31, 2019 | $ 572,365 | (544,026) | (73,225) | (44,886) |
Beginning Balance (Shares) at Oct. 31, 2019 | 572,364,574 | |||
Expenses paid on behalf of the Company and contributed to capital | 26,457 | 26,457 | ||
Net Loss | (12,933) | (12,933) | ||
Ending Balance (Value) at Jan. 31, 2020 | $ 572,365 | $ (517,569) | $ (86,158) | $ (31,362) |
Ending Balance (Shares) at Jan. 31, 2020 | 572,364,574 |
Note 1 - Organization, Descript
Note 1 - Organization, Description of Business and Basis of Presentation | 3 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Presentation | Note 1 – Organization, Description of Business and Basis of Presentation Kaival Brands Innovations Group, Inc. (the “Company,” the “Registrant,” “we,” “us,” or “our”), formerly known as Quick Start Holdings, Inc., was incorporated on September 4, 2018 in the State of Delaware. USSE Corp. and USSE Delaware Merger USSE Corp., a Nevada Corporation (“USSE Nevada”), formerly known as Quick Start Holdings, Inc., was incorporated with the Nevada Secretary of State on July 8, 1998 under the original name C&A Restaurants, Inc. (“C&A Restaurants”). On June 15, 2009, C&A Restaurants changed its name to USSE Corp. Effective September 19, 2018, USSE Nevada re-domiciled from Nevada to Delaware pursuant to a merger of USSE Nevada with and into USSE Delaware, Inc., a Delaware corporation (“USSE Delaware”), with USSE Delaware as the surviving entity (the “Re-domestication Merger”). Each share of USSE Nevada’s common stock issued and outstanding immediately prior to the effective date of the Re-domestication Merger was automatically converted into one fully paid and nonassessable share of USSE Delaware. Immediately following the Re-domestication Merger, USSE Delaware was authorized to issue up to 1,005,000,000 shares, which consisted of: (i) 1,000,000,000 shares of common stock, par value $0.001 per share, of which 66,397,574 shares were issued and outstanding at such date; (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which (a) 1,000,000 shares were designated as Convertible Series A, all of which were issued and outstanding at that date; and (b) 500,000 shares were designated as Convertible Series B, of which 71,700 Convertible Series B preferred shares were issued and outstanding at that date. Holding Company Reorganization On September 4, 2018, USSE Delaware acquired 1,000 shares of common stock of the Company, which represented 100% of the Company’s then-outstanding shares of common stock, for no consideration, resulting in the Company becoming a wholly-owned subsidiary of USSE Delaware. Also, immediately prior to the Holding Company Reorganization (as defined below), USSE Merger Sub, Inc., a Delaware corporation (“USSE Merger Sub”), was the Company’s wholly-owned subsidiary. On September 19, 2018 (the “Effective Time”), and in accordance with the provisions set forth in Section 251(g) of the Delaware General Corporation Law (“DGCL”), USSE Merger Sub, an indirect wholly-owned subsidiary of USSE Delaware and the Company’s direct wholly-owned subsidiary merged with and into USSE Delaware, the Company’s then parent (the “Holding Company Reorganization”). USSE Delaware was the surviving corporation and the Company’s wholly-owned subsidiary. USSE Delaware also changed its name to USSE Corp. following the Holding Company Reorganization. Upon completion of the Holding Company Reorganization, by virtue of the merger, and without any action on the part of the holder thereof, each share of USSE Delaware’s common stock issued and outstanding immediately prior to the Effective Time of the Holding Company Reorganization was automatically converted into one validly issued, fully paid, and non-assessable share of the Company’s common stock. Additionally, each share of USSE Delaware’s preferred stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid, and non-assessable share of the Company’s preferred stock, having the same designations, rights, powers, and preferences, and the qualifications, limitations, and restrictions thereof, as the corresponding share of USSE Delaware’s preferred stock. Each share of the Company’s common stock issued and outstanding and held by USSE Delaware immediately prior to the Effective Time was cancelled. This resulted in the Company being authorized to issue up to 1,005,000,000 shares, which consisted of: (i) 1,000,000,000 shares of common stock, par value $0.001 per share, of which 66,397,574 shares were issued and outstanding; (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which (a) 1,000,000 shares were designated as Convertible Series A, all of which were issued and outstanding; and (b) 500,000 shares were designated as Convertible Series B, of which 71,700 shares of Convertible Series B preferred stock were issued and outstanding. Post-Holding Company Reorganization On October 19, 2018, the Company issued 500,000,000 shares of restricted common stock and 400,000 shares of Convertible Series B Preferred Stock to GMRZ Holdings LLC, a Nevada limited liability company (“GRMZ”), for services rendered to the Company. Commensurate with the filing of the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on October 22, 2018, every issued and outstanding share of Convertible Series A preferred stock was converted into 1.25 shares of common stock with shareholders’ economic rights preserved. Additionally, at the same time, every share of Convertible Series B preferred stock, issued and outstanding was converted into ten shares of common stock with stockholders’ economic rights adversely affected in the conversion. Immediately following the conversion of the aforementioned shares, and upon filing of the Amended and Restated Certificate of Incorporation, the authorized and unissued shares of Convertible Series A and Convertible Series B preferred stock were cancelled. As of October 22, 2018, Convertible Series A and Series B preferred stock were removed from the status of authorized but unissued preferred stock. On February 6, 2019, the Company entered into a non-binding Share Purchase Agreement (the “Agreement”), by and among the Company, GMRZ, and Kaival Holdings, LLC (formerly known as Kaival Brands Innovations Group, LLC), a Delaware limited liability company (formerly known as Kaival Brands Innovations Group, LLC) (“KH”), pursuant to which, on February 20, 2019, GMRZ sold 504,000,000 shares of the Company’s restricted common stock, representing approximately 88.06 percent of the Company’s issued and outstanding shares of common stock, to KH, and KH paid GMRZ consideration in the amount set forth in the Agreement (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with KH becoming the Company’s largest controlling stockholder. The sole members of KH are Nirajkumar Patel and Eric Mosser. The Purchase Price was paid with personal funds of the members of KH. Effective July 12, 2019, we changed our corporate name from Quick Start Holdings, Inc. to Kaival Brands Innovations Group, Inc. The name change was effected through a parent/subsidiary short-form merger of Kaival Brands Innovations Group, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. On the effective date of the merger, our name was changed to “Kaival Brands Innovations Group, Inc.” and our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), was further amended to reflect our new legal name. There were no other changes to our Charter. Currently, we have 572,364,574 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. KH, which is owned and controlled by Nirajkumar Patel and Eric Mosser, is our controlling stockholder, owning 504,000,000 shares of our restricted common stock. As of January 31, 2020, the Company had not yet commenced any business operations. Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto for the year ended October 31, 2019 on Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the year ended October 31, 2019, as reported in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 27, 2020, have been omitted. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Jan. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Note 3 - Stockholder Equity
Note 3 - Stockholder Equity | 3 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
Stockholder Equity | Note 3 – Stockholder Equity Additional Paid-In Capital The Company’s Chief Executive Officer, Mr. Nirajkumar Patel, paid expenses on behalf of the Company totaling $16,257 during the three months ended January 31, 2020, which is considered a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital. The Company’s Chief Operating Officer, Mr. Eric Mosser, paid expenses on behalf of the Company totaling $10,200 during the three months ended January 31, 2020, which is considered a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital. |
Note 4 - Related-Party Transact
Note 4 - Related-Party Transactions | 3 Months Ended |
Jan. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 4 – Related-Party Transactions Contributed Capital During the three months ended January 31, 2020, the Company’s Chief Executive Officer and Chief Operating Officer provided contributed capital of $16,257 and $10,200, respectively, to the Company. (See Note 3, Additional Paid-in Capital, to these unaudited financial statements for additional information). Office Space We utilize the home office space and equipment of our management at no cost. |
Note 5 - Subsequent Events
Note 5 - Subsequent Events | 3 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5 – Subsequent Events On March 9, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with Bidi Vapor, LLC (“Bidi”), a related party company, whereby Bidi granted the Company an exclusive worldwide right to distribute electronic nicotine delivery systems and related components for sale and resale to both retail level customers and non-retail level customers. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2020 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto for the year ended October 31, 2019 on Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the year ended October 31, 2019, as reported in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 27, 2020, have been omitted. |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation (Details) - $ / shares | Feb. 06, 2019 | Sep. 04, 2018 | Oct. 19, 2018 | Oct. 31, 2019 | Jan. 31, 2020 | Sep. 19, 2018 |
Common stock, par value | $ .001 | $ .001 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||
Preferred stock, par value | $ .001 | $ .001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Common stock acquisition | 1,000 | |||||
Percentage of acquisition | 100.00% | |||||
Common stock, shares issued | 572,364,574 | 572,364,574 | ||||
Common stock, shares outstanding | 572,364,574 | 572,364,574 | ||||
Share Purchase Agreement [Member] | ||||||
Number of restricted common stock sold | 504,000,000 | |||||
Percentage of purchase | 88.06% | |||||
Predecessor [Member] | ||||||
Authorized capital | 1,005,000,000 | |||||
Common stock, par value | $ 0.001 | |||||
Common stock, shares authorized | 1,000,000,000 | |||||
Preferred stock, par value | $ 0.001 | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
Common stock, shares issued | 66,397,574 | |||||
Common stock, shares outstanding | 66,397,574 | |||||
Predecessor [Member] | Preferred Shares (Series B) | ||||||
Preferred stock, shares authorized | 500,000 | |||||
Preferred stock, shares issued | 71,700 | |||||
Preferred stock, shares outstanding | 71,700 | |||||
Predecessor [Member] | Preferred Stock Series A | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 1,000,000 | |||||
Preferred stock, shares outstanding | 1,000,000 | |||||
GRMZ [Member] | ||||||
Preferred stock, shares issued | 400,000 | |||||
Number of restricted common stock sold | 500,000,000 | |||||
KBIG [Member] | ||||||
Number of restricted common stock owned | 504,000,000 |
Additional Paid-In Capital (Det
Additional Paid-In Capital (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Equity [Abstract] | ||
Contribution by CEO | $ 26,457 | $ 7,210 |
Contribution by COO | $ 10,200 |