Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24115 | |
Entity Registrant Name | REAL BRANDS INC. | |
Entity Central Index Key | 0001084133 | |
Entity Tax Identification Number | 40-0014655 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 12 Humbert Street | |
Entity Address, City or Town | North Providence | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02911 | |
City Area Code | (617) | |
Local Phone Number | 803-0004 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,671,933,496 |
Condensed Consolidated Blanace
Condensed Consolidated Blanace Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 347,774 | $ 247,892 |
Accounts receivables | 550 | 175 |
Inventory | 191,501 | 230,951 |
Total current assets | 539,825 | 479,018 |
Deposits | 530 | 530 |
Property and equipment - net of depreciation | 1,918,330 | 1,645,336 |
TOTAL ASSETS | 2,458,685 | 2,124,884 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 734,632 | 637,100 |
Accrued expense related party | 322,616 | 91,618 |
Loan payable related party | 133,605 | 133,605 |
Convertible note payable related party | 200,000 | 200,000 |
Notes payable | 7,250 | 7,250 |
Contingent liabilities | 45,625 | 45,625 |
TOTAL CURRENT LIABILITIES | 1,443,728 | 1,115,198 |
LONG TERM LIABILITIES | ||
PPP Loan | 143,485 | |
Mortgage payable | 154,135 | 170,526 |
Total long term Liabilities | 154,135 | 314,011 |
TOTAL LIABILITIES | 1,597,863 | 1,429,209 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Series A Preferred stock, $.001 par value; 2,000,000 shares authorized, 1,000,000 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 1,000 | 1,000 |
Common stock, $.001 par value; 3,998,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 2,671,933,496 shares issued and outstanding as of September 30, 2021 and 2,358,780,396 shares issued and outstanding as of December 31, 2020. | 2,671,933 | 2,358,780 |
Common stock subscribed, 7,291,240 as of September 30, 2021 and 194,263,483 shares at December 31, 2020. | 100,000 | 414,679 |
Additional paid-in capital | 8,795,973 | 6,794,057 |
Accumulated deficit | (10,708,084) | (8,872,840) |
TOTAL STOCKHOLDERS’ DEFICIT | 860,822 | 695,676 |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 2,458,685 | $ 2,124,884 |
Condensed Consolidated Blanac_2
Condensed Consolidated Blanace Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, par value | $ 0.001 | $ 0.001 |
Series A Preferred stock, authorized | 2,000,000 | 2,000,000 |
Sereis A Preferred stock issued and outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 3,998,000,000 | 3,998,000,000 |
Common stock issued and outstanding | 2,671,933,496 | 2,358,780,396 |
Common stock subscribed | 7,291,240 | 194,263,483 |
Consolidated Statment of Operat
Consolidated Statment of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUE: | ||||
Revenues | $ 2,490 | $ 351 | $ 4,035 | $ 23,865 |
Revenues from related party | ||||
Total revenue | 2,490 | 351 | 4,035 | 23,865 |
Cost of goods sold | 14,184 | 17,745 | 69,375 | 36,058 |
Gross profit (loss) | (11,694) | (17,394) | (65,340) | (12,193) |
OPERATING EXPENSES: | ||||
General and administrative | 87,403 | 39,870 | 256,221 | 181,687 |
Professional fees | 62,423 | 67,448 | 237,438 | 90,448 |
Payroll and related | 101,036 | 124,352 | 227,220 | 248,869 |
Stock option expense | 1,065,390 | |||
Total operating expenses | 250,862 | 231,670 | 1,786,269 | 521,004 |
Operating loss | (262,556) | (249,064) | (1,851,609) | (533,197) |
OTHER INCOME (EXPENSES): | ||||
Gain on forgiveness PPP loan | 143,485 | |||
Depreciation expense | (36,299) | (30,073) | (108,895) | (90,219) |
Interest expense | (6,128) | (8,222) | (18,225) | (17,843) |
Total other (expenses) income | (42,427) | (38,295) | 16,365 | (108,062) |
LOSS FROM OPERATIONS | (304,983) | (287,359) | (1,835,244) | (641,259) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (304,983) | $ (287,359) | $ (1,835,244) | $ (641,259) |
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
WEIGHTED AVERAGE SHARES OUTSTANDING | 2,632,553,898 | 40,020,000 | 2,520,041,556 | 40,020,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subcribed [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Other Additional Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 40,020 | $ 2,752,183 | $ (2,176) | $ 361,276 | $ (2,599,929) | $ 551,374 | ||
Beginning balance, shares at Dec. 31, 2019 | 40,020,000 | |||||||
Treasury shares issued for building | 1,000 | 259,084 | 260,084 | |||||
Treasury shares issued for cash | 200 | 124,800 | 125,000 | |||||
Net loss | (641,259) | (641,259) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 40,020 | 2,752,183 | (976) | 745,160 | 3,241,188 | 295,199 | ||
Ending balance, shares at Sep. 30, 2020 | 40,020,000 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 1,000 | $ 2,358,780 | $ 414,679 | $ 6,794,057 | $ (8,872,840) | $ 695,676 | ||
Beginning balance, shares at Dec. 31, 2020 | 1,000,000 | 2,358,780,396 | ||||||
Issuance for reverse merger | 164,680 | (164,680 | ||||||
Issuance for reverse merger | 164,680,119 | 164,680,119 | ||||||
Issuance of common stock for cash | $ 93,379 | $ (149,999) | $ 991,620 | $ 935,000 | ||||
Issuance of common stock for cash | 93,379,350 | |||||||
Cashless exercise of stock options | $ 55,094 | (55,094) | ||||||
Cashless exercise of stock options | 55,093,631 | |||||||
Stock options granted pursuant to the agreements | 1,065,390 | 1,065,390 | ||||||
Net loss | (1,835,244) | (1,835,244) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1,000 | $ 2,671,933 | $ 100,000 | $ 8,795,973 | $ (10,708,084) | $ 860,822 | ||
Ending balance, shares at Sep. 30, 2021 | 1,000,000 | 2,671,933,496 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,835,244) | $ (641,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on forgiveness of PPP loan | (143,485) | |
Option expense | 1,065,390 | |
Depreciation expense | 108,895 | 90,219 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (375) | (6,175) |
Inventory | 39,450 | |
Accounts payable and accrued expenses | 328,532 | 159,536 |
Net cash used in operating activities | (436,838) | (397,678) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (381,886) | (85,000) |
Net cash provided by (used in) investing activities | (381,886) | (85,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from PPP loan | 106,660 | |
Proceeds from loan payable related party | 133,605 | |
Repayment of mortgage payable | (16,391) | |
Proceeds from sale of common stock | 935,000 | 175,000 |
Net cash provided by financing activities | 918,609 | 415,265 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 99,882 | (67,414) |
CASH AND CASH EQUIVALENTS, beginning of period | 247,892 | 91,579 |
CASH AND CASH EQUIVALENTS, end of period | 347,774 | 24,165 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 6,415 | |
Cash paid for income taxes | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of building for common stock | (450,000) | |
PPP forgiven | $ 143,485 |
NOTE 1. ORGANIZATION, BACKGROUN
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION Real Brands, Inc. (“Real Brands” or the “Company”), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under the name Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its name to Global Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB. On October 22, 2013, the Company changed its name to Real Brands, Inc. The Financial Industry Regulatory Authority (“FINRA”) approved Real Brands’ corporate actions regarding its name change and its new stock symbol request and approved Real Brands’ 150:1 Reverse Stock Split. The new symbol was designated as GBVSD. On November 19, 2013, the ticker symbol changed to RLBD. On October 22, 2020, the majority of the shareholders of the Company, by written consent, agreed to a “reverse triangular” merger with CASH Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware corporation (“CASH”), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH Acquisition Corp. Real Brands’ name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands. The merger was accounted for as a reverse merger, whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of CASH prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements. Going concern The ability of the Company to obtain necessary financing to build its sales, brand, marketing and distribution and fund ongoing operating expenses is uncertain. The ability of the Company to generate sales revenue to offset the expenses and obtain profitability is uncertain. The Company had a net loss as of September 30, 2021 and 2020, of $1,835,244 $641,259 Liquidity As of September 30, 2021, the Company had cash and cash equivalents of a $347,774 $24,165 $323,609 $903,903 $180,617 $723,286 • The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing. • The Company plans on increased sales of its products in the market. However there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash. |
NOTE 2. SUMMARY OF SIGNIFICANT
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. One subsidiary, Real Brands Venture Group, LLC, has been inactive for the last two years and only maintains a debt instrument on its financial records. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH and holds the hemp licenses in Rhode Island. All significant intercompany accounts and transactions have been eliminated. Use of estimates and judgments The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as it’s only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a hemp processing facility. The purchase price of the building was 2 million $25,000 $189,916 $25,000 $475,000 30 The Company made $355,301 $26,588 $85,000 15 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of five years $35,014 $35,014 Property and equipment are summarized as follows at September 30, 2021 and September 30, 2020: Schedule of Property and equipment September 30, September 30, 2021 2020 Furniture and equipment $ 766,044 $ 725,965 Leasehold Improvements 46,859 46,859 Gross fixed assets 812,903 772,824 Accumulated depreciation 389,289 236,827 Net furniture and equipment $ 423,614 $ 535,997 Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. To date, the Company has not recorded any impairment losses on long-lived assets. Revenue Recognition The Company follows, ASC 606 Revenue from Contracts with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended September 30, 2021 and 2020, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 182,524,275 400,000 Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of September 30, 2021, no derivative liabilities are recorded. |
NOTE 3. ACCRUED EXPENSES _ RELA
NOTE 3. ACCRUED EXPENSES – RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
NOTE 3. ACCRUED EXPENSES – RELATED PARTY | NOTE 3. ACCRUED EXPENSES – RELATED PARTY At September 30, 2021, accrued expenses related parties was $322,616 At September 30, 2021, the Company owed its CEO, Thom Kidrin, $198,558 $14,135 $133,605 $27,922 $200,000 $75,000 $7,000 |
NOTE 4. NOTES PAYABLE AND LOANS
NOTE 4. NOTES PAYABLE AND LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 4. NOTES PAYABLE AND LOANS PAYABLE | NOTE 4. NOTES PAYABLE AND LOANS PAYABLE On March 1, 2021, the Company was notified that the $106,660 $36,825 As of September 30, 2021, the following notes were outstanding: Schedule of Outstanding Loans Payable Loan payable Accrued interest Note to a consultant (12%) 7,250 7,169 Mortgage payable 154,135 — Total $ 161,385 $ 7,169 Interest expense related to the note payable amounted to $476 |
NOTE 5. LOAN PAYABLE _ RELATED
NOTE 5. LOAN PAYABLE – RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Note 5. Loan Payable Related Party | |
NOTE 5. LOAN PAYABLE – RELATED PARTY | NOTE 5. LOAN PAYABLE – RELATED PARTY A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7% $133,605 $14,135 |
NOTE 6. CONVERTIBLE NOTES PAYAB
NOTE 6. CONVERTIBLE NOTES PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 6. CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 6. CONVERTIBLE NOTES PAYABLE - RELATED PARTY The Company has issued a convertible note payable related party in the amount of $200,000 7% $0.50 1% On October 15, 2021, the convertible note was extended to October 15, 2023. All other terms remain the same. As consideration for extending the maturity date 2 one million $0.05 As of September 30, 2021, the Company incurred $ 27,922 |
NOTE 7. ACCOUNTS PAYABLE AND AC
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include normal operating expenses, professional fees and costs remaining to be paid for the build out of the new facility. Included in accrued expenses is a balance for ATS Indian Trace, LLC. ATS Indian Trace, LLC v. the Company was a civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a (default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $71,069.37 Accrued expenses related party includes an accrual for salary owed to our CEO under an employment agreement and interest on the convertible note from Worlds Inc. and the interest on the loan from Mr. Kidrin, our CEO. |
NOTE 8. STOCKHOLDER_S EQUITY
NOTE 8. STOCKHOLDER’S EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
NOTE 8. STOCKHOLDER’S EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Common Stock In March 2021, the Company sold 55,372,219 $385,000 15,714,287 $550,000 In the nine months ended September 30, 2021, the Company issued 164,680,119 22,292,844 As of September 30, 2021, the Company had 2,671,933,496 1,000,000 Series A Preferred Stock At September 30, 2021, an ex-officer of the Company (pre-reverse merger) owns 100% 1,000,000 100 |
NOTE 9. STOCK OPTIONS
NOTE 9. STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 9. STOCK OPTIONS | NOTE 9. STOCK OPTIONS As a result of the Reverse Merger, the Company has outstanding the following stock options as of the period ended September 30, 2021. Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.011 4,000,000 3.75 $ 0.0267 12,287,256 2.75 $ 0.0267 92,154,421 4.25 $ 0.0267 46,077,210 4.33 Total 154,518,887 Exercisable $ 0.011 4,000,000 3.75 $ 0.0267 12,287,256 2.75 $ 0.0267 92,154,421 4.25 $ 0.0267 46,077,210 4.33 Total 154,518,887 Five 55,093,631 13,624,509 During the nine months ended September 30, 2021, the Company recorded a stock option expense of $1,065,390 |
NOTE 10. COMMITMENTS AND CONTIN
NOTE 10. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10. COMMITMENTS AND CONTINGENCIES | NOTE 10. COMMITMENTS AND CONTINGENCIES The Company is committed to an employment agreement with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment agreement provides for a base salary of $175,000 CASH signed an Agreement and Plan of Merger with Purist Acquisition LLC, Purist LLC and Michael S. Metcalfe (“MSM”). Upon consummation of the Merger, CASH will receive ownership rights of all intellectual property related to Purist’s simulated moving bed chromatography technology and will be obligated to the following payments: (i) A cash payment of $90,000 750,000 750,000 150,000 three $0.50 25% $500,000 $50,000 30 1% $50,000 1% $50,000 $3,500 12 |
NOTE 11. CONTINGENT LIABILITIES
NOTE 11. CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 11. CONTINGENT LIABILITIES | NOTE 11. CONTINGENT LIABILITIES TBG Holdings entered into an agreement with the Company on or about October 16, 2012 for performance of services in exchange for money and stock. On December 5, 2013 TBG alleged that the Company had breached the contract and made a demand upon the Company for payment of money damages and stock. The Company disputed the claim and refused to comply with the demand. On January 4, 2014, TBG’s counsel renewed the demand and requested mediation. The Company refused mediation and denied any liability. TBG never pursued a claim against the Company. This claim in the amount of $45,625 |
NOTE 12. SUBSEQUENT EVENTS
NOTE 12. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
NOTE 12. SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the financial statements. |
NOTE 2. SUMMARY OF SIGNIFICAN_2
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. One subsidiary, Real Brands Venture Group, LLC, has been inactive for the last two years and only maintains a debt instrument on its financial records. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH and holds the hemp licenses in Rhode Island. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates and judgments | Use of estimates and judgments The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. |
Accounting standard updates | Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. |
Segment Reporting | Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. |
Inventory | Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. |
Property and Equipment | Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as it’s only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a hemp processing facility. The purchase price of the building was 2 million $25,000 $189,916 $25,000 $475,000 30 The Company made $355,301 $26,588 $85,000 15 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of five years $35,014 $35,014 Property and equipment are summarized as follows at September 30, 2021 and September 30, 2020: Schedule of Property and equipment September 30, September 30, 2021 2020 Furniture and equipment $ 766,044 $ 725,965 Leasehold Improvements 46,859 46,859 Gross fixed assets 812,903 772,824 Accumulated depreciation 389,289 236,827 Net furniture and equipment $ 423,614 $ 535,997 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. To date, the Company has not recorded any impairment losses on long-lived assets. |
Revenue Recognition | Revenue Recognition The Company follows, ASC 606 Revenue from Contracts with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. |
Beneficial Conversion Features of Convertible Securities | Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. |
Derivatives | Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended September 30, 2021 and 2020, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 182,524,275 400,000 |
Treasury Stock | Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of September 30, 2021, no derivative liabilities are recorded. |
NOTE 2. SUMMARY OF SIGNIFICAN_3
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and equipment | Property and equipment are summarized as follows at September 30, 2021 and September 30, 2020: Schedule of Property and equipment September 30, September 30, 2021 2020 Furniture and equipment $ 766,044 $ 725,965 Leasehold Improvements 46,859 46,859 Gross fixed assets 812,903 772,824 Accumulated depreciation 389,289 236,827 Net furniture and equipment $ 423,614 $ 535,997 |
NOTE 4. NOTES PAYABLE AND LOA_2
NOTE 4. NOTES PAYABLE AND LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Loans Payable | As of September 30, 2021, the following notes were outstanding: Schedule of Outstanding Loans Payable Loan payable Accrued interest Note to a consultant (12%) 7,250 7,169 Mortgage payable 154,135 — Total $ 161,385 $ 7,169 |
NOTE 9. STOCK OPTIONS (Tables)
NOTE 9. STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Stock Options | Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.011 4,000,000 3.75 $ 0.0267 12,287,256 2.75 $ 0.0267 92,154,421 4.25 $ 0.0267 46,077,210 4.33 Total 154,518,887 Exercisable $ 0.011 4,000,000 3.75 $ 0.0267 12,287,256 2.75 $ 0.0267 92,154,421 4.25 $ 0.0267 46,077,210 4.33 Total 154,518,887 |
NOTE 1. ORGANIZATION, BACKGRO_2
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net Loss | $ 1,835,244 | $ 641,259 | ||
Cash and Cash equivalents | 347,774 | $ 247,892 | 24,165 | $ 91,579 |
Cash increase | 323,609 | |||
Workinf capital deficit | $ 903,903 | 180,617 | ||
Increase in deficit | $ 723,286 |
Schedule of Property and equipm
Schedule of Property and equipment (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Furniture and equipment | $ 766,044 | $ 725,965 |
Leasehold Improvements | 46,859 | 46,859 |
Gross fixed assets | 812,903 | 772,824 |
Accumulated depreciation | 389,289 | 236,827 |
Net furniture and equipment | $ 423,614 | $ 535,997 |
NOTE 2. SUMMARY OF SIGNIFICAN_4
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Feb. 15, 2020 | |
Accounting Policies [Abstract] | |||
Purchase price of building | 2 | ||
Cash paid in building purchase | $ 25,000 | ||
Assumption of mortgage | 189,916 | ||
Building improvment by prior owner | 25,000 | ||
Building and land appraised | $ 475,000 | ||
Years building being depreciated | 30 years | ||
Company made building improvements | $ 355,301 | $ 85,000 | |
Purchase furniture and equipment | $ 26,588 | ||
Building improvment depreciation | 15 years | ||
Depreciation estimated useful life | 5 years | ||
Assets disposition | $ 35,014 | ||
Disposition amount included in accumulated depreciation | $ 35,014 | ||
Options and convertible securities anti-dilutive | 182,524,275 | 400,000 |
NOTE 3. ACCRUED EXPENSES _ RE_2
NOTE 3. ACCRUED EXPENSES – RELATED PARTY (Details Narrative) | Sep. 30, 2021USD ($) |
Payables and Accruals [Abstract] | |
Accrued exepnse realted parties | $ 322,616 |
Accrued salary owed to CEO | 198,558 |
[custom:AccruedLiabilitiesCurrentAndNoncurrentRelatedParty-0] | 14,135 |
Due to Affiliate, Current | 133,605 |
Accrued interest on note to Worlds Inc | 27,922 |
Principal balance from World Inc note | 200,000 |
Amount owed to CFO | 75,000 |
Amount owed to Dr Rammal | $ 7,000 |
Schedule of Outstanding Loans P
Schedule of Outstanding Loans Payable (Details) | Sep. 30, 2021USD ($) |
Loan payable | |
Short-term Debt [Line Items] | |
Note to a consultant (12%) | $ 7,250 |
Mortgage payable | 154,135 |
Total | 161,385 |
Accrued interest | |
Short-term Debt [Line Items] | |
Note to a consultant (12%) | 7,169 |
Mortgage payable | |
Total | $ 7,169 |
NOTE 4. NOTES PAYABLE AND LOA_3
NOTE 4. NOTES PAYABLE AND LOANS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 11, 2021 | Mar. 01, 2021 | |
Debt Disclosure [Abstract] | |||
PPP loan amount forgiven | $ 36,825 | $ 106,660 | |
Interest exepnse to notes payable | $ 476 |
NOTE 5. LOAN PAYABLE _ RELATE_2
NOTE 5. LOAN PAYABLE – RELATED PARTY (Details Narrative) | Sep. 30, 2021USD ($) |
Note 5. Loan Payable Related Party | |
Interest rate on related party note | 0.07 |
CEO loan to company | $ 133,605 |
Accured interest related party loan | $ 14,135 |
NOTE 6. CONVERTIBLE NOTES PAY_2
NOTE 6. CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Oct. 15, 2021 | |
Debt Disclosure [Abstract] | ||
Increase (Decrease) in Notes Payable, Related Parties | $ 200,000 | |
Convertibal Note annual interest rate | 7.00% | |
Conversion price per share | $ 0.50 | |
Related party percentage own - note conversion | 0.01 | |
Extended maturity of loan | 2 years | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,000,000 | |
Warrants Purchase Price | $ 0.05 | |
Interest exoense on convertible note | $ 27,922 |
NOTE 7. ACCOUNTS PAYABLE AND _2
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) | Jul. 22, 2015USD ($) |
Payables and Accruals [Abstract] | |
Final judgement due | $ 71,069.37 |
NOTE 8. STOCKHOLDER_S EQUITY (D
NOTE 8. STOCKHOLDER’S EQUITY (Details Narrative) | 1 Months Ended | 9 Months Ended | |||
May 31, 2021USD ($)shares | Mar. 31, 2021USD ($) | Mar. 30, 2021shares | Sep. 30, 2021shares | Dec. 31, 2020shares | |
Equity [Abstract] | |||||
Private Placement shares sold | 15,714,287 | 55,372,219 | |||
Net proceeds of private placement shares sold | $ | $ 550,000 | $ 385,000 | |||
Reverse Merger common stock issued | 164,680,119 | ||||
Shares subscribed but not issued | 22,292,844 | ||||
Common Stock Outstanding | 2,671,933,496 | ||||
Preferred Stock Outstanding | 1,000,000 | ||||
Percent of shares owned | 1 | ||||
Ownership of Preferred shares | 1,000,000 | ||||
Carrying voting rights | 100 |
Schedule of Stock Options (Deta
Schedule of Stock Options (Details) | Sep. 30, 2021$ / sharesshares |
Outstanding 1 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 3.75 |
Outstanding 2 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 12,287,256 |
Remaining Life in Years | 2.75 |
Outstanding 3 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 4.25 |
Outstanding 4 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 4.33 |
Total Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Under Option/warrant | 154,518,887 |
Exercisable 1 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 3.75 |
Exercisable 2 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 12,287,256 |
Remaining Life in Years | 2.75 |
Exercisable 3 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 4.25 |
Exercisable 4 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 4.33 |
Total Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Under Option/warrant | 154,518,887 |
NOTE 9. STOCK OPTIONS (Details
NOTE 9. STOCK OPTIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Intergershares | Sep. 30, 2020USD ($) | |
Other Liabilities Disclosure [Abstract] | ||||
Option holders | Interger | 5 | |||
Option agreement shares issued | 55,093,631 | |||
Common shares surrendered | 13,624,509 | |||
Stock option expense | $ | $ 1,065,390 |
NOTE 10. COMMITMENTS AND CONT_2
NOTE 10. COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2019USD ($)Interger | Sep. 30, 2021shares | Dec. 31, 2020shares | Nov. 26, 2018USD ($)Interger$ / sharesshares | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Officer base salary | $ 175,000 | |||
Cash payment | $ 90,000 | |||
Certificate of shares | shares | 2,671,933,496 | 2,358,780,396 | 750,000 | |
Book entry shares | shares | 750,000 | |||
Vested options | shares | 150,000 | |||
Years Options exercisable | 3 years | |||
Option excerise price | $ / shares | $ 0.50 | |||
Discount of offering price | 0.25 | |||
Amount raised following closing | $ 500,000 | |||
[custom:AdditionalCashPayment-0] | $ 50,000 | |||
Cash payment within | Interger | 30 | |||
Amount equal of net income | 0.01 | 0.01 | ||
Maximum payment | $ 50,000 | |||
Amount delivered to MSM | $ 50,000 | |||
Consulting fee | $ 3,500 | |||
Period of contract | Interger | 12 |
NOTE 11. CONTINGENT LIABILITI_2
NOTE 11. CONTINGENT LIABILITIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Contingent liability | $ 45,625 |