Sentient Brands (SNBH) 10-K29 May 202019 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	May 28, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	Intelligent Buying, Inc.
Entity Central Index Key	0001358633
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity File Number	001-34861
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	CA
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		7,254,588
Entity Shell Company	false
Is Entity Emerging Growth Company?	false

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 9,024	$ 53,129
Loan Receivable	17,611
Advances to Supplier	123,000
TOTAL CURRENT ASSETS	149,635	53,129
FIXED ASSETS (net of Depreciation)	2,546
OTHER ASSETS
Deposit	12,043	12,043
TOTAL ASSETS	164,224	65,172
CURRENT LIABILITIES
Accounts payable and accrued expenses	147,468	26,662
Loan payable - related party
Loan Payable - other	240,803	156,675
TOTAL CURRENT LIABILITIES	388,271	183,337
STOCKHOLDERS' DEFICIENCY
Preferred Stock - Par Value of $0.001; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2019 and 2018
Common Stock - Par Value of $0.001; 50,000,000 shares authorized; 7,975,003 and 7,256,600 shares issued and outstanding as of December 31, 2019 and 2018	7,975	7,257
Additional paid-in capital	905,604	759,761
Accumulated deficit	(1,137,626)	(885,183)
TOTAL STOCKHOLDERS' DEFICIENCY	(224,047)	(118,165)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY	$ 164,224	$ 65,172

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	7,975,003	7,256,600
Common stock, shares outstanding	7,975,003	7,256,600
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Statements Of Operations

Statements Of Operations - USD ($)	12 Months Ended
Statements Of Operations - USD ($)	Dec. 31, 2019	Dec. 31, 2018
REVENUES:
Revenues
TOTAL REVENUES
Cost of sales
Gross Profit
Operating Expenses
Selling, general and administrative	229,207	94,961
TOTAL OPERATING EXPENSES	229,207	94,961
LOSS FROM OPERATIONS	(229,207)	(94,961)
Other Expenses
Interest expense	23,236
LOSS BEFORE TAXES	(252,443)	(94,961)
INCOME TAX PROVISION
NET LOSS	$ (252,443)	$ (94,961)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	7,321,720	7,256,600

Statements Of Cash Flows

Statements Of Cash Flows - USD ($)	12 Months Ended
Statements Of Cash Flows - USD ($)	Dec. 31, 2019	Dec. 31, 2018
OPERATING ACTIVITIES:
Net loss	$ (252,443)	$ (94,961)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense	509
Changes in operating assets and liabilities:
Loan receivable	(17,611)
Advances to supplier	(123,000)
Accounts payable and accrued expenses	120,806	3,458
NET CASH USED IN OPERATING ACTIVITIES	(271,739)	(91,503)
INVESTMENT ACTIVITIES
Purchase of office equipment	(3,056)
Deposit		(12,043)
NET CASH USED IN INVESTING ACTIVITIES	(3,056)	(12,043)
FINANCING ACTIVITIES:
Proceeds of loan payable - other	84,128	156,675
Proceeds from issuance of common stock	146,562
NET CASH PROVIDED BY FINANCING ACTIVITIES	230,690	156,675
INCREASE (DECREASE) IN CASH	(44,105)	53,129
CASH-BEGINNING OF YEAR	53,129
CASH-END OF YEAR	9,024	53,129
Supplemental disclosures of cash flow information:
Cash paid for Interest
Cash paid for Taxes		4,002
Supplemental disclosure of non-cash financing activities:
Forgiveness of related party loans classified as additional paid-in capital	$ 0	$ 36,090

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Preferred Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 7,257		$ 723,671	$ (790,222)	$ (59,294)
Balance, Shares at Dec. 31, 2017	7,256,600
Forgiveness of related party loans			36,090		36,090
Net loss				(94,961)	(94,961)
Balance at Dec. 31, 2018	$ 7,257		759,761	(885,183)	(118,165)
Balance, Shares at Dec. 31, 2018	7,256,600
Issuance of common stock	$ 718		145,843		146,561
Issuance of common stock shares	718,403
Net loss				(252,443)	(252,443)
Balance at Dec. 31, 2019	$ 7,975		$ 905,604	$ (1,137,626)	$ (224,047)
Balance, Shares at Dec. 31, 2019	7,975,003

Formation and Business of the C

Formation and Business of the Company	12 Months Ended
Formation and Business of the Company	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
FORMATION AND BUSINESS OF THE COMPANY	NOTE 1. FORMATION AND BUSINESS OF THE COMPANY Business description The financial statements presented are those of Intelligent Buying, Inc. (the “Company”). The Company was incorporated under the laws of the State of California on March 22, 2004 and until October 2016 was in the business of media advertising and acquiring high-end computer and networking equipment from resellers and end-users and then reselling this equipment at discounted prices. On January 28, 2015, we filed a Report with the Securities and Exchange Commission on Form 8-K, which announced that (a) our principal shareholders had sold their shares of common stock to AMS Encino Investments, Inc., a California corporation controlled by Hector Guerrero. That change of control was completed on February 9, 2015. As of May 31, 2018, AMS Encino Investments, Inc. (“AMS”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the “Purchaser”), the 5,753,333 shares of common stock (the “Shares”) of the “Company” owned by AMS, constituting approximately 79.3% of the Company’s 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. The Purchaser transferred 100,000 of those shares to unaffiliated persons. There is no family relationship or other relationship between AMS and the Purchaser. As a result of the sale under the Stock Purchase Agreement, Hector Guerrero, who was CEO of AMS and was the Company’s sole officer and director, resigned as the Company’s sole officer and director, and appointed Philip Romanzi, who is the owner of the Purchaser, as the sole director of the Company. Mr. Romanzi is currently the Company’s sole officer and director. On March 13, 2019, we entered into a Reorganization Agreement by and among Jaguaring Company, d/b/a Cannavolve (“Cannavolve”), a Washington corporation, and the shareholders of Cannavolve listed in the Reorganization Agreement, pursuant to which the Company agreed to acquire 100% of the issued and outstanding common stock of Cannavolve from these Cannavolve shareholders in exchange for up to 861,738 shares of common stock of the Company. On April 27, 2019 and again on January 2, 2020, the Reorganization Agreement was amended. The Reorganization Agreement and its subsequent amendments are referred to herein collectively as the “Reorganization Agreement.” On February 12, 2020, the parties to the Reorganization Agreement entered into a termination agreement (the “Termination Agreement”) pursuant to which the Reorganization Agreement was terminated by mutual consent of the parties in accordance with the terms of the Reorganization Agreement. The parties decided to terminate the Reorganization Agreement in order to restructure the planned acquisition by the Company of Cannavolve. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 2.5 to this Annual Report on Form 10-K (this “Report”) and which is incorporated herein by reference.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2019
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents. Revenue Recognition During the year ended December 31, 2019 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. Since there were no revenues, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606. Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the years ended December 31, 2019 and 2018, there were no stock based awards issued or outstanding. Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities; Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. Income Taxes The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows: Year Ended December 31 2019 2018 Income tax benefit at statutory rate of 21% $ - $ 7,000 Change in valuation allowance - - $ - $ 7,000 The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 and 2018 are as follows: Year Ended December 31 2019 2018 Deferred Tax Assets Net Operating Losses $ 273,040 $ 186,000 Less: Valuation Allowance (273,040 ) (186,000 ) Deferred Tax Assets – Net $ - $ - As of December 31, 2019, the Company had approximately $1,138,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2038. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. Recently Issued and Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Going Concern

Going Concern	12 Months Ended
Going Concern	Dec. 31, 2019
Going Concern
GOING CONCERN	NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $1,137,626 as of December 31, 2019. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors among others, raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. The Company will require additional financing moving forward and is pursuing various strategies to accomplish this, including seeking equity funding and/or debt funding from private placement sources. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Advances to Supplier

Advances to Supplier	12 Months Ended
Advances to Supplier	Dec. 31, 2019
Notes to Financial Statements
ADVANCES TO SUPPLIER	NOTE 4. ADVANCES TO SUPPLIER Advances to supplier consist of single vendor where the company have placed an order of branded CBD products worth $308,030 on the November 11, 2019. The balances as of 12-31-2019 represents 50% of the total value of the order committed.

Loan payable - Other

Loan payable - Other	12 Months Ended
Loan payable - Other	Dec. 31, 2019
Debt Disclosure [Abstract]
LOAN PAYABLE - OTHER	NOTE 5. LOAN PAYABLE- OTHER Since the change of control of the Company in May 2018, we have received advances from Pure Energy 714 LLC, an unaffiliated entity, with an outstanding balance of $156,675 as of December 31, 2018, at which time there was no formal arrangement between the Company and Pure Energy 714 LLC regarding the terms for repayment of these advances. Following further advances aggregating $84,128 during the year ended December 31, 2019, an amount of $240,803 was outstanding as of December 31, 2019. On March 15, 2019, specific terms were reached on $70,757 of such advances pursuant to an unsecured convertible promissory note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 4% per annum and a repayment date on or before August 15, 2022. Additional terms include a voluntary conversion option, pursuant to which Pure Energy 714 LLC may convert any outstanding balance at $0.05 per share into shares of common stock. On January 3, 2020, specific terms were reached on the remaining $170,046 of such advances pursuant to an unsecured demand note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 12% per annum and a repayment date on or before June 3, 2021 at the rate of 12% per annum. If the demand note is unpaid by June 3, 2021, default interest of 3% monthly will apply. The Company has accrued interest of $23,236 on these notes.

Stockholders (Deficiency)

Stockholders (Deficiency)	12 Months Ended
Stockholders (Deficiency)	Dec. 31, 2019
Equity [Abstract]
STOCKHOLDERS' (DEFICIENCY)	NOTE 6. STOCKHOLDERS’ (DEFICIENCY) Preferred stock At December 31, 2019, the Company had no shares of its preferred stock issued and outstanding. Previously issued preferred shares were converted according to their terms into 5,000,000 shares of common stock on September 16, 2010. Common stock At December 31, 2019 and 2018, the Company had 7,975,003 and 7,256,600 shares of its common stock issued and outstanding, respectively.

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
Commitments And Contingencies	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision. The Company has an employment agreement with a consultant to assist in advancing the Company’s business plan with Cannavolve. The company is accruing an expense of $10,000 per month in connection with the operations employee through February 28, 2020, extended automatically for additional one year periods unless either party provides written notice on or before 30 days prior to the completion of the term or extension. On December 26, 2019, the Company entered into an Employment Agreement (the “Furlan Agreement”) with George Furlan pursuant to which Mr. Furlan was appointed as the Company’s Chief Operating officer. The Furlan Agreement provides for a base salary of $60,000 per year with such base salary being increased to $120,000 per year beginning on the one (1) year anniversary of the completion of a financing by the Company of no less than $3,000,000. The Employment Agreement also contains an annual bonus based on the amount of revenue generated by the Company from the sale of certain products. The Employment Agreement has a term of three years from the effective date. Pursuant to the Employment Agreement, the Company and Mr. Furlan also entered into a into a Restricted Stock Agreement to purchase 718,403 shares of the Company’s Common Stock.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In January 2020, the Company repaid $20,000 of the demand note. On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was engaged to provide certain business advisory, sales, marketing, product design and development, branding, and business development services to the Company. Pursuant to the Mansour Agreement, Mr. Mansour also agreed to be appointed as Chief Marketing Officer of the Company. The Mansour Agreement provides for compensation of $5,000 per month. In addition, upon the Company achieving a market capitalization of twenty million dollars ($20,000,000), Mr. Mansour shall immediately negotiate in good faith with the Company a mutually equitable agreement to assign any and all of Mr. Mansour’s cannabis industry and CBD industry related consulting engagements and clients to the Company, with the exception Mr. Mansour’s relationship with Bath and Body Works. In addition, in consideration for commencing the design of additional product brands (each, a “Brand Design”) (in addition to the “Oeuvre” luxury skin care brand and related product line), the Company shall issue to Mr. Mansour a common stock option to acquire shares of common stock equal to one percent (1%) of the issued and outstanding common stock of the Company upon the commencement by Mr. Mansour of each Brand Design, and (ii) in the event the Company commences the manufacturing and production of a Brand Design (each, a “Brand Production”) (in addition to the “Oeuvre” luxury skin care brand and related product line), the Company shall issue to Mr. Mansour a common stock option to acquire shares of common stock equal to one percent (1%) of the issued and outstanding common stock of the Company upon the commencement by the Company of each Brand Production. Further, pursuant to the Mansour Agreement, the Company and Mr. Mansour also entered into a into a Restricted Stock Agreement to purchase 718,403 shares of the Company’s Common Stock in accordance with a vesting schedule. On February 12, 2020, the parties to the Reorganization Agreement entered into a termination agreement (the “Termination Agreement”) pursuant to which the Reorganization Agreement was terminated by mutual consent of the parties in accordance with the terms of the Reorganization Agreement. The parties decided to terminate the Reorganization Agreement in order to restructure the planned acquisition by the Company of Cannavolve. On February 14, 2020, we entered into an Agreement and Plan of Reorganization (the “Agreement”) with Cannavolve and each of the 37 shareholders of Cannavolve who executed a counterpart signature to the Agreement (the “Cannavolve Shareholders”). Pursuant to the Agreement, the Company agreed to acquire an aggregate of up to 33,674,262 shares of Cannavolve constituting up to 81.5% of the issued and outstanding shares of Cannavolve from the Cannavolve Shareholders in exchange for 702,111 shares of the Company, constituting up to 9.6% of the issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Reorganization”). Pursuant to the Agreement, the Company agreed to file a Certificate of Determination with the State of California, as soon as practicable after the closing of the Reorganization (“Closing”) Accordingly, on March 18, 2020, the Company filed a Certificate of Determination with the State of California creating a new class of preferred stock of the Company, the Series B Preferred Stock (the “New Preferred”)and issued, as a post-closing covenant, 1,000,000 shares of the New Preferred to Principal Holdings, LLC (“Principal”), in consideration of Principal successfully negotiating the Agreement and performing due-diligence in connection with the Agreement. Additionally, pursuant to the Agreement, the parties agreed that INTB’s then principal shareholder, Bagel Hole Inc. (“Bagel Hole”), which is owned solely by Philip Romanzi, the Company’s Chief Executive and Financial Officer and sole director, will return to INTB, for cancellation and retirement, 3,446,950 shares of Common Stock owned by Bagel Hole. Additionally, pursuant to the Agreement, the parties agreed that at Closing, Mr. Romanzi, the Company’s sole officer and director, would resign from all positions with the Company and that certain members of the Cannavolve team would be appointed as officers and directors of the Company. Specifically, it was agreed that George Furlan would be appointed as the Company’s Chief Operating Officer, Interim Chief Executive Officer and Interim Chief Financial Officer, and that Dante Jones would be appointed as the Company’s sole director. Further, the parties agreed that two additional directors, to be designated by Cannavolve, would be appointed to the Company’s board of directors after Closing. The Reorganization closed on February 14, 2020. At Closing, pursuant to the Agreement, we issued an aggregate of 702,111 shares of Common Stock to the Cannavolve Shareholders in exchange for 33,674,262 shares of Cannavolve common stock, constituting 81.5% of the issued and outstanding shares of Cannavolve, resulting in Cannavolve becoming our 81.5% owned subsidiary. At the Closing, Bagel Hole returned to INTB for cancellation and retirement, 3,446,950 shares of Common Stock owned by Bagel Hole. At Closing, Bagel Hole also returned for cancellation and retirement an additional 667,402 shares of the Company’s Common Stock owned by Bagel Hole. Also, at Closing, on February 14, 2020, Mr. Romanzi resigned from all officer and director positions with the Company. At Closing, the following individuals were appointed to the indicated positions: George Furlan –Interim Chief Executive Officer and Interim Chief Financial Officer Dante Jones – sole director James Mansour – Chief Marketing Officer On May 28, 2020, the Company entered into and closed a Share Exchange Agreement (the “Share Exchange Agreement”) with the remaining 55 shareholders of Cannavolve (the “Remaining Cannavolve Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired an aggregate of 7,656,441 shares of common stock of Cannavolve constituting the remaining 18.5% of the issued and outstanding shares of common stock of Cannavolve from the Remaining Cannavolve Shareholders in exchange for 159,627 shares of common stock of the Company, constituting 0.02% of the issued and outstanding shares of Common Stock of the Company (the “Share Exchange”). As a result of the Share Exchange, Cannavolve is a wholly owned operating subsidiary of the Company. Additionally, on May 28, 2020, the Company’s Board of Directors (the “Board) increased the size of the Board from one to two and George Furlan was appointed as a director to fill the vacancy.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2019
Accounting Policies [Abstract]
Uses of estimates in the preparation of financial statements	Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.
Cash	Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition During the year ended December 31, 2019 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. Since there were no revenues, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606.
Net loss per common share - basic and diluted	Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.
Stock-based compensation	Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the years ended December 31, 2019 and 2018, there were no stock based awards issued or outstanding.
Fair value of financial instruments	Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities; Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.
Income taxes	Income Taxes The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows: Year Ended December 31 2019 2018 Income tax benefit at statutory rate of 21% $ - $ 7,000 Change in valuation allowance - - $ - $ 7,000 The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 and 2018 are as follows: Year Ended December 31 2019 2018 Deferred Tax Assets Net Operating Losses $ 273,040 $ 186,000 Less: Valuation Allowance (273,040 ) (186,000 ) Deferred Tax Assets – Net $ - $ - As of December 31, 2019, the Company had approximately $1,138,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2038. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
Recently Issued and Adopted Accounting Standards	Recently Issued and Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
Significant Accounting Policies (Tables)	Dec. 31, 2019
Accounting Policies [Abstract]
Income tax provision (benefit) at statutory rate	The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows: Year Ended December 31 2019 2018 Income tax benefit at statutory rate of 21% $ - $ 7,000 Change in valuation allowance - - $ - $ 7,000
Summary of deferred tax assets and liabilities	The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 and 2018 are as follows: Year Ended December 31 2019 2018 Deferred Tax Assets Net Operating Losses $ 273,040 $ 186,000 Less: Valuation Allowance (273,040 ) (186,000 ) Deferred Tax Assets – Net $ - $ -

Formation and Business of the_2

Formation and Business of the Company (Details Narrative) - USD ($)	Mar. 13, 2019	Jun. 15, 2018	Dec. 31, 2019	Dec. 31, 2018
Stock sold pursuant to Stock Purchase Agreement, shares		5,733,333
Percentage		79.30%
Common stock, shares issued			7,975,003	7,256,600
Common stock, shares outstanding			7,975,003	7,256,600
Stock sold pursuant to Stock Purchase Agreement, value		$ 90,000
Stock sold pursuant to Stock Purchase Agreement, description		As of May 31, 2018, AMS Encino Investments, Inc. ("AMS") entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the "Purchaser"), the 5,753,333 shares of common stock (the "Shares") of the "Company" owned by AMS, constituting approximately 79.3% of the Company's 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. The Purchaser transferred 100,000 of those shares to unaffiliated persons. There is no family relationship or other relationship between AMS and the Purchaser.
Shares transferred from purchaser to unaffiliated persons		100,000
Cannavolve [Member] \| Agreement [Member]
Number of stock exchanged	861,738

Significant Accounting Polici_4

Significant Accounting Policies (Schedule Of Components Of Income Tax Expense Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Income tax benefit at statutory rate of 21%		$ 7,000
Change in valuation allowance
Income Tax Benefit		$ 7,000

Significant Accounting Polici_5

Significant Accounting Policies (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets
Net operating loss carry forward	$ 273,040	$ 186,000
Change in valuation allowance	(273,040)	(186,000)
Deferred tax assets

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Stock options granted	0	0
Stock options outstanding	0	0
Operating loss carryforward, expiration date	Dec. 31, 2038
Effective federal income tax rate	21.00%
Operating loss carryforwards, limitations on use	The NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.
Federal and state net operating loss carryovers	$ 1,138,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Going Concern
Accumulated deficit	$ 1,137,626	$ 885,183

Advances to Supplier (Details N

Advances to Supplier (Details Narrative) - USD ($)	Dec. 31, 2019	Nov. 11, 2019	Dec. 31, 2018
Notes to Financial Statements
Advances to supplier	$ 123,000	$ 308,030

Loan payable - Other (Details N

Loan payable - Other (Details Narrative) - USD ($)	Mar. 15, 2019	Dec. 31, 2019	Dec. 31, 2018	Jan. 03, 2020
Debt Instrument [Line Items]
Loan Payable - other		$ 240,803	$ 156,675
Advances		$ 84,128	$ 156,675
Unsecured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt amount	$ 70,757			$ 170,046
Interest rate	4.00%			12.00%
Maturity date	Aug. 15, 2022
Conversion price	$ 0.05
Default interest				3.00%
Accrued interest				$ 23,236

Stockholders (Deficiency) (Deta

Stockholders (Deficiency) (Details Narrative) - shares	Dec. 31, 2019	Dec. 31, 2018	Sep. 16, 2010
Class of Stock [Line Items]
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares issued	7,975,003	7,256,600
Common stock, shares outstanding	7,975,003	7,256,600
Common Stock [Member]
Class of Stock [Line Items]
Stock shares issued from conversion of preferred shares			5,000,000

Commitments And Contingencies (

Commitments And Contingencies (Details Narrative)	12 Months Ended
Commitments And Contingencies (Details Narrative)	Dec. 31, 2019USD ($)shares
Commitments and Contingencies Disclosure [Abstract]
Base salary	$ 120,000
Number of restricted stock issued \| shares	718,403
Accrued expenses	$ 10,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Feb. 14, 2020	Jan. 08, 2020	Mar. 13, 2019	May 28, 2020	Feb. 14, 2020	Jan. 31, 2020	Dec. 31, 2019
Number of restricted stock issued							718,403
Agreement [Member] \| Cannavolve [Member]
Number of stock exchanged			861,738
Subsequent Event [Member]
Repayment of debt						$ 20,000
Market capitalization		$ 20,000,000
Subsequent Event [Member] \| Agreement [Member] \| Cannavolve [Member]
Number of stock aquired				7,656,441	33,674,262
Percentage of stock aquired	81.50%			18.50%	81.50%
Number of stock exchanged				159,627	702,111
Stock price	$ 0.001				$ 0.001
Subsequent Event [Member] \| Agreement [Member] \| Principal [Member]
Number of stock issued					1,000,000
Subsequent Event [Member] \| Agreement [Member] \| Bagel Hole [Member]
Number of common stock cancelled	667,402				3,446,950