Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | SENTIENT BRANDS HOLDINGS 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, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
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 | 50,782,116 | ||
Entity Shell Company | false | ||
Is Entity Emerging Growth Company? | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 68,047 | $ 9,024 |
Accounts Receivables | ||
Loan Receivable | 17,611 | |
Advances to Supplier | 54,893 | 123,000 |
TOTAL CURRENT ASSETS | 220,940 | 149,635 |
FIXED ASSETS (net of Depreciation) | 36,803 | 2,546 |
OTHER ASSETS | ||
Deposit | 12,043 | |
TOTAL ASSETS | 259,743 | 164,224 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 246,100 | 147,468 |
Notes Payable | 230,134 | 170,045 |
Convertible notes payable | 120,758 | 70,758 |
PPP loan | 231,500 | |
TOTAL CURRENT LIABILITIES | 828,492 | 388,271 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred Stock - Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019 | 1,000 | |
Common Stock - Par Value of $0.001; 50,000,000 shares authorized; 7,254,588 and 7,975,003 shares issued and outstanding as of December 31, 2020 and 2019 | 7,254 | 7,975 |
Additional paid-in capital | 1,376,884 | 905,604 |
Accumulated deficit | (1,953,887) | (1,137,626) |
TOTAL STOCKHOLDERS' DEFICIENCY | (568,749) | (224,047) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY | $ 267,284 | $ 164,224 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 7,254,588 | 7,975,003 |
Common stock, shares outstanding | 7,254,588 | 7,975,003 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Statements Of Operations
Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | ||
TOTAL REVENUES | $ 7,017 | |
Cost of sales | 4,724 | |
Gross Profit | 2,293 | |
Operating Expenses | ||
Advertising and Marketing | 32,162 | 600 |
Selling Expenses | 22,020 | |
General and Administrative | 135,654 | 71,778 |
Legal and Professional | 342,016 | 48,758 |
Office rent | 16,351 | |
Management Fees | 210,636 | 108,071 |
Product development cost | 28,750 | |
TOTAL OPERATING EXPENSES | 787,589 | 229,207 |
LOSS FROM OPERATIONS | (785,296) | (229,207) |
Other Income (Expenses) | (30,965) | (23,236) |
NET LOSS | $ (816,261) | $ (252,443) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (0.114) | $ (0.034) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 7,154,602 | 7,321,720 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (816,261) | $ (252,443) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation Expense | 5,020 | 509 |
Write off receivables and inventory | 12,042 | |
Changes in operating assets and liabilities: | ||
Accounts Receivables | ||
Inventory | (27,560) | |
Loan receivable | 17,611 | (17,611) |
Advances to supplier | (11,874) | (123,000) |
Accounts payable and accrued expenses | 111,261 | 120,806 |
NET CASH USED IN OPERATING ACTIVITIES | (709,761) | (271,739) |
INVESTMENT ACTIVITIES: | ||
Purchase of office equipment | (39,277) | (3,056) |
NET CASH USED IN INVESTMENT ACTIVITIES | (39,277) | (3,056) |
FINANCING ACTIVITIES: | ||
Proceeds of notes payable | 80,001 | |
Payment of loans payable | 84,128 | |
Proceeds from short term loan | 256,500 | |
Proceeds from issuance of common stock | 471,560 | 146,562 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 808,061 | 230,690 |
INCREASE (DECREASE) IN CASH | 59,023 | (44,105) |
CASH-BEGINNING OF PERIOD | 9,024 | 53,129 |
CASH-END OF PERIOD | 68,047 | 9,024 |
Supplemental disclosures of cash flow information: | ||
Interest | ||
Taxes |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 7,256,600 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 7,257 | $ 759,761 | $ (885,183) | $ (118,165) | |
Common stock issued, shares | 718,403 | ||||
Common stock issued, value | $ 718 | 145,843 | 146,561 | ||
Issuance of common stock, shares | 718,403 | ||||
Issuance of common stock, value | $ 718 | 145,843 | 146,561 | ||
Net loss for the year | (252,443) | (252,443) | |||
Ending balance, shares at Dec. 31, 2019 | 7,975,003 | ||||
Ending balance, value at Dec. 31, 2019 | $ 7,975 | 905,604 | (1,137,626) | (224,047) | |
Share exchange, shares | 861,738 | 1,000,000 | |||
Share exchange, value | $ 862 | $ 1,000 | 125,852 | 127,714 | |
Common stock issued, shares | 2,532,200 | ||||
Common stock issued, value | $ 2,531 | 397,469 | 400,000 | ||
Issuance of common stock, shares | 2,532,200 | ||||
Issuance of common stock, value | $ 2,531 | 397,469 | 400,000 | ||
Common stock cancelled, shares | (4,114,353) | ||||
Common stock cancelled, value | $ (4,114) | 4,114 | |||
Adjustment to paid in capital | (55,995) | (55,995) | |||
Net loss for the year | (816,261) | (816,261) | |||
Ending balance, shares at Dec. 31, 2020 | 7,254,588 | 1,000,000 | |||
Ending balance, value at Dec. 31, 2020 | $ 7,254 | $ 1,000 | $ 1,377,044 | $ (1,953,887) | $ (568,749) |
Organization and nature of oper
Organization and nature of operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS Business description The financial statements presented are those of Sentient Brands Holdings 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 Companys 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 Companys sole officer and director, resigned as the Companys 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 Companys 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. On February 14, 2020 (the Closing Date), we entered into and closed (the Closing) 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 33,674,262 shares of common stock of Cannavolve constituting 81.5% of the issued and outstanding shares of common stock of Cannavolve from the Cannavolve Shareholders in exchange for 702,111 shares of common stock of the Company, constituting 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, to create a new class of preferred stock of the Company, the Series B Preferred Stock (the New Preferred), and further agreed to issue, 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 the Companys then principal shareholder, Bagel Hole Inc. (Bagel Hole), which is owned solely by Philip Romanzi, the Companys Chief Executive, Chief Financial Officer, Treasurer, Secretary and sole director, would return to the Company for cancellation and retirement an aggregate of 4,114,352 shares of Common Stock owned by Bagel Hole. Additionally, pursuant to the Agreement, the parties agreed that at Closing, (i) Mr. Romanzi would resign from all executive officer and director positions with the Company, (ii) George Furlan would be appointed as the Companys Interim Chief Executive Officer, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary and Chief Operating Officer, and (iii) Dante Jones would be appointed as the Companys sole director. Further, the parties agreed that two additional directors would be appointed to the Companys board of directors after Closing. At Closing pursuant to the Agreement: (i) 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; (ii) Bagel Hole returned to INTB for cancellation and retirement 4,114,352 shares of Common Stock owned by Bagel Hole; (iii) Mr. Romanzi resigned from all officer and director positions with the Company; (iv) George Furlan was appointed as the Companys Interim Chief Executive Officer, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary and Chief Operating Officer; and (v) Dante Jones was appointed as the Companys sole director. We anticipate that, in the near future, the size of the Board will be increased to three directors. In addition, on May 28, 2020, the Company entered into and closed a Share Exchange Agreement (the Share Exchange Agreement) with the remaining 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 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 and 1,000,000 shares of newly created Series B preferred stock (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 Companys 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. The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us. On July 14, 2020, shareholders holding a majority of the Companys outstanding voting stock voted in favor of the following corporate matters (the Corporate Matters) which relate to the approval to authorize (1) the amendment to the Companys Restated Articles of Incorporation to effect a forward stock split of all of the outstanding shares of common stock of the Company at a ratio of seven for one (7:1), which such forward split will not impact the Companys authorized shares of Common Stock, (2) the amendment to the Companys Restated Articles of Incorporation to increase in the number of authorized shares of the Companys Common Stock from 50,000,000 to 500,000,000 shares of common stock, (3) the amendment to the Companys Restated Articles of Incorporation to effect a change of the Companys name from Sentient Brands Holdings Inc. to Sentient Brands Holdings, Inc., and (4) changing the Companys corporate domicile from California to Nevada. On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the Certificate) with the State of California to (i) effect a forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 (7:1) (the Forward Stock Split), (ii) increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares, and (iii) effectuate a name change (the Name Change). Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. As a result of the Name Change, the Companys name changed from Intelligent Buying, Inc. to Sentient Brands Holdings Inc.. The Certificate was approved by the majority of the Companys shareholders and by the Board of Directors of the Company. The effective date of the Forward Stock Split and the Name Change was March 2, 2021. In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA on March 2, 2021. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the Notification Period). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to SNBH following the Notification Period. In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters rights were exercised by any of the Companys stockholders in connection with the migratory merger. Following the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger. Basis of Presentation Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2020 and 2019. We have summarized our most significant accounting policies. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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. Reclassifications Certain reclassifications have been made to the 2019 presentation to make them consistent with 2020. 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, 2020 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.. 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. 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 During the years ended December 31, 2020 and 2019, 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: The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2020 and 2019 are as follows: Year Ended December 31 2020 2019 Deferred Tax Assets Net Operating Losses $ 358,200 $ 273,040 Less: Valuation Allowance (358,200 ) (273,040 ) Deferred Tax Assets – Net $ - $ - As of December 31, 2020, the Company had approximately $1,953,887 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. Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. 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 |
Dec. 31, 2020 | |
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 $1,953,887 as of December 31, 2020. 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 |
Dec. 31, 2020 | |
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 $258,788 on the November 11, 2019. The balances as of December 31, 2020 amounts to $154,893 represents a deposit on the order.. The order will be delivered to the Company upon payment of the remaining balance. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5. NOTES PAYABLE On December 2, 2020, we issued a promissory note to an accredited investor in consideration for $50,000 with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the "Warrant") to acquire 400,000 shares of common stock. The Warrant is exercisable for a period of five years at an exercise price of $0.10. This note will mature on the earlier of (i) closing of the next equity financing of at least $1,000,000 or (ii) September 2, 2021 (maturity date). The holder, at its sole election, may convert the interest accrued on this note into shares of stock of the company at $0.20 per share. On December 3, 2020, we issued a convertible debenture to an accredited investor in consideration for $50,000 with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the "Warrant") to acquire 400,000 shares of common stock. The Warrant is exercisable for a period of five years at an exercise price of $0.10.. This debenture is convertible at the election of the holder into shares of common stock at the price per share equal to 120% of the market price of the Company’s listed common stock on the date of such conversion. On April 18, 2020, the Company, through its subsidiary Jaguaring Company, entered into Paycheck Protection Program Promissory Note and Agreement with KeyBank National Association, pursuant to which the Company received loan proceeds of $231,500 (the “PPP Loan”). The PPP Loan was made under, and is subject to the terms and conditions of, the PPP which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term of the PPP Loan is two years with a maturity date of April 18, 2022 and contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan will be deferred for the first six months of the term of the PPP Loan until November 18, 2020. Principal and interest are payable monthly and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight-week period following the funding of the PPP Loan. The Company has been using the proceeds of the PPP Loan, for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. |
Loan payable - Other
Loan payable - Other | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE - OTHER | NOTE 6. 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 $36,672 on these notes. |
Stockholders (Deficiency)
Stockholders (Deficiency) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' (DEFICIENCY) | NOTE 7. STOCKHOLDERS (DEFICIENCY) Preferred stock The Company is authorized to issue 25,000,000 shares of Preferred Stock, par value $.001 per share. As of December 30, 2020, 1,000,000 shares of Series B Preferred Stock were issued and outstanding. For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued. Common stock On February 14, 2020 the company 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. Pursuant to the share exchange agreement Bagel Hole returned to INTB for cancellation and retirement 4,114,352 shares of Common Stock owned by Bagel Hole On May 28, 2020, the Company entered into and closed a Share Exchange Agreement (the Share Exchange Agreement) with the remaining 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 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. As of December 31,2020 and 2019, the Company had 50,782,116 and 7,975,003 shares of its common stock issued and outstanding, respectively . |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Covid-19 A novel strain of coronavirus (“Covid-19”) emerged globally in December 2019 and has been declared a pandemic. The extent to which Covid-19 will impact our customers, business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. While the Company’s day-to-day operations beginning March 2020 have been impacted, we have suffered less immediate impact as most staff can work remotely and can continue to develop our product offerings. 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. F-12 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 period 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 |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate”) with the State of California to (i) effect a forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 (the “Forward Stock Split”), (ii) increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares, and (iii) effectuate a name change (the “Name Change”). Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. As a result of the Name Change, the Company’s name changed from “Intelligent Buying, Inc.” to “Sentient Brands Holdings Inc.”. The Certificate was approved by the majority of the Company’s shareholders and by the Board of Directors of the Company. The effective date of the Forward Stock Split and the Name Change was March 2, 2021. In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA on March 2, 2021. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the “Notification Period”). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to “SNBH” following the Notification Period. In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger. Following the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger. The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the exhibits, each of which is attached an exhibit to this Form 10-K Annual Report. Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter. The company has evaluated subsequent events for recognition and disclosure through April 15, 2020 which is the date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2019 presentation to make them consistent with 2020. |
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, 2020 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.. 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. |
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 During the years ended December 31, 2020 and 2019, 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: The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2020 and 2019 are as follows: Year Ended December 31 2020 2019 Deferred Tax Assets Net Operating Losses $ 358,200 $ 273,040 Less: Valuation Allowance (358,200 ) (273,040 ) Deferred Tax Assets – Net $ - $ - As of December 31, 2020, the Company had approximately $1,953,887 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
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 Companys 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 |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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, 2020 and 2019 are as follows: Year Ended December 31 2020 2019 Deferred Tax Assets Net Operating Losses $ 358,200 $ 273,040 Less: Valuation Allowance (358,200 ) (273,040 ) Deferred Tax Assets – Net $ - $ - |
Organization And Nature Of Op_2
Organization And Nature Of Operations (Details Narrative) - USD ($) | Dec. 09, 2020 | Feb. 14, 2020 | Feb. 14, 2020 | Mar. 13, 2019 | Jun. 15, 2018 | May 28, 2020 | Feb. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock sold pursuant to Stock Purchase Agreement, shares | 5,733,333 | ||||||||
Percentage | 79.30% | ||||||||
Common stock, shares issued | 7,254,588 | 7,975,003 | |||||||
Common stock, shares outstanding | 7,254,588 | 7,975,003 | |||||||
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 | ||||||||
Forward Stock Split | 7 for 1 | ||||||||
Common stock, shares authorized | 500,000,000 | 50,000,000 | 50,000,000 | ||||||
Agreement [Member] | Cannavolve [Member] | |||||||||
Number of stock exchanged | 861,738 | 159,627 | 702,111 | ||||||
Number of stock aquired | 7,656,441 | 33,674,262 | |||||||
Percentage of stock aquired | 81.50% | 81.50% | 18.50% | 81.50% | |||||
Stock price | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Agreement [Member] | Principal [Member] | |||||||||
Number of stock issued | 1,000,000 | ||||||||
Agreement [Member] | Bagel Hole [Member] | |||||||||
Number of common stock cancelled | 667,402 | 4,114,352 | 4,114,352 |
Significant Accounting Polici_4
Significant Accounting Policies (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carry forward | $ 358,200 | $ 273,040 |
Change in valuation allowance | (358,200) | (273,040) |
Deferred tax assets |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
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 | $ 1,953,887 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Going Concern | ||
Accumulated deficit | $ (1,953,887) | $ (1,137,626) |
Advances to Supplier (Details N
Advances to Supplier (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 11, 2019 |
Notes to Financial Statements | |||
Advances to supplier | $ 54,893 | $ 123,000 | $ 258,788 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 03, 2020 | Dec. 02, 2020 | Apr. 18, 2020 |
Promissory Note [Member] | Emil Assentato [Member] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Interest rate | 10.00% | ||
Maturity date | Sep. 2, 2021 | ||
Conversion price | $ 0.20 | ||
Common stock purchase warrant | 400,000 | ||
Warrant term | 5 years | ||
Warrant exercise price | $ .10 | ||
Promissory Note [Member] | Frank Gallo [Member] | |||
Interest rate | 10.00% | ||
Common stock purchase warrant | 400,000 | ||
Warrant exercise price | $ .10 | ||
Convertible Promissory Note [Member] | Frank Gallo [Member] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Warrant term | 5 years | ||
Paycheck Protection Program Promissory Note [Member] | |||
Interest rate | 1.00% | ||
Maturity date | Apr. 18, 2022 | ||
Proceeds from loans | $ 231,500 |
Loan payable - Other (Details N
Loan payable - Other (Details Narrative) - USD ($) | Mar. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Jan. 03, 2020 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Loan Payable - other | $ 240,803 | $ 156,675 | |||
Advances | $ 84,128 | ||||
Accrued interest | $ 36,672 | ||||
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% |
Stockholders (Deficiency) (Deta
Stockholders (Deficiency) (Details Narrative) - $ / shares | Feb. 14, 2020 | Feb. 14, 2020 | Mar. 13, 2019 | May 28, 2020 | Feb. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Preferred stock, share authorized | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 1,000,000 | 0 | |||||
Preferred stock, shares outstanding | 1,000,000 | 0 | |||||
Common stock, shares issued | 7,254,588 | 7,975,003 | |||||
Common stock, shares outstanding | 7,254,588 | 7,975,003 | |||||
Agreement [Member] | Cannavolve [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of stock exchanged | 861,738 | 159,627 | 702,111 | ||||
Number of stock aquired | 7,656,441 | 33,674,262 | |||||
Percentage of stock aquired | 81.50% | 81.50% | 18.50% | 81.50% | |||
Stock price | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Agreement [Member] | Bagel Hole [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of common stock cancelled | 667,402 | 4,114,352 | 4,114,352 | ||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued | 1,000,000 | ||||||
Preferred stock, shares outstanding | 1,000,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($)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) - shares | Dec. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Events [Abstract] | |||
Forward Stock Split | 7 for 1 | ||
Common stock, shares authorized | 500,000,000 | 50,000,000 | 50,000,000 |