Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34861 | |
Entity Registrant Name | SENTIENT BRANDS HOLDINGS INC. | |
Entity Central Index Key | 0001358633 | |
Entity Tax Identification Number | 20-0956471 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 555 Madison Avenue | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 202-2897 | |
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 | 51,670,387 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 8,966 | $ 68,047 |
Advances to Supplier | 154,893 | |
Inventory | 258,781 | |
TOTAL CURRENT ASSETS | 267,747 | 222,940 |
FIXED ASSETS (net of Depreciation) | 34,293 | 36,803 |
TOTAL ASSETS | 302,040 | 259,743 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 214,215 | 246,100 |
Notes Payable | 180,134 | 180,134 |
Convertible notes payable | 473,389 | 170,758 |
PPP Loan | 231,500 | 231,500 |
TOTAL CURRENT LIABILITIES | 1,099,238 | 828,492 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred Stock – Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 1,000 | 1,000 |
Common Stock - Par Value of $0.001; 500,000,000 shares authorized; 51,670,387 and 50,782,116 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 51,882 | 50,782 |
Additional paid-in capital | 1,333,356 | 1,333,356 |
Accumulated deficit | (2,183,436) | (1,953,887) |
TOTAL STOCKHOLDERS’ DEFICIENCY | (797,198) | (568,749) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIENCY | $ 302,040 | $ 259,743 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 51,670,387 | 50,782,116 |
Common stock, shares outstanding | 51,670,387 | 50,782,116 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 125 | $ 12,270 | $ 125 | $ 19,053 |
Cost of sales | 23 | 5,551 | 23 | 9,509 |
Gross Profit | 102 | 6,719 | 102 | 9,544 |
Operating Expenses | ||||
Advertising and Marketing | 12,800 | 1,310 | 12,800 | 32,162 |
Selling Expenses | 12,046 | 22,020 | ||
General and Administrative | 5,624 | 89,151 | 10,485 | 129,221 |
Legal and Professional | 55,070 | 88,724 | 121,877 | 219,733 |
Office rent | 418 | 1,874 | 458 | 16,351 |
Management Fees | 21,000 | 91,177 | 42,000 | 153,026 |
Product development cost | 2,773 | 7,511 | 2,885 | 26,200 |
Interest Expenses | 43,266 | 43,266 | ||
TOTAL OPERATING EXPENSES | 140,951 | 291,793 | 233,771 | 598,713 |
LOSS FROM OPERATIONS | (140,849) | (285,074) | (233,669) | (589,169) |
Other Income (Expenses) | ||||
Discount amortization | (2,630) | (2,630) | ||
Other income | 58,578 | 6,750 | ||
NET LOSS | $ (143,479) | $ (226,496) | $ (229,549) | $ (589,169) |
NET LOSS PER COMMON SHARE – BASIC AND DILUTED | $ (0.003) | $ (0.004) | $ (0.005) | $ (0.011) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 50,782,116 | 50,782,116 | 50,782,116 | 52,711,029 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 55,825 | $ 857,754 | $ (1,137,626) | $ (224,047) | |
Beginning balance, shares at Dec. 31, 2019 | 55,825,021 | ||||
Share exchange | $ 4,915 | $ 1,000 | 121,480 | 127,395 | |
Share exchange, shares | 4,914,777 | 1,000,000 | |||
Net loss | (362,673) | (362,673) | |||
Issuance of common stock | $ 17,725 | 382,275 | 400,000 | ||
Issuance of common stock, shares | 17,725,400 | ||||
Common stock cancelled | $ (28,800) | 28,800 | |||
Common stock cancelled, shares | (28,800,471) | ||||
Ending balance, value at Mar. 31, 2020 | $ 49,665 | $ 1,000 | 1,390,309 | (1,500,299) | (59,325) |
Ending balance, shares at Mar. 31, 2020 | 49,664,727 | 1,000,000 | |||
Common stock issued | $ 159 | 159 | |||
Net loss | (167,918) | (167,918) | |||
Adjustment to paid in capital | (55,995) | (55,995) | |||
Adjustment to paid in capital, shares | 1,117,389 | ||||
Ending balance, value at Jun. 30, 2020 | $ 49,824 | $ 1,000 | 1,390,309 | (1,668,217) | (283,079) |
Ending balance, shares at Jun. 30, 2020 | 50,782,116 | 1,000,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 50,782 | $ 1,000 | 1,333,356 | (1,953,887) | (568,749) |
Beginning balance, shares at Dec. 31, 2020 | 50,782,116 | 1,000,000 | |||
Net loss | (86,070) | (86,070) | |||
Ending balance, value at Mar. 31, 2021 | $ 50,782 | $ 1,000 | 1,333,356 | (2,039,957) | (654,819) |
Ending balance, shares at Mar. 31, 2021 | 50,782,116 | 1,000,000 | |||
Net loss | (143,479) | (143,479) | |||
Issuance of common stock | $ 1,100 | 1,100 | |||
Issuance of common stock, shares | 1,100,000 | ||||
Ending balance, value at Jun. 30, 2021 | $ 51,882 | $ 1,000 | $ 1,333,356 | $ (2,183,436) | $ (797,198) |
Ending balance, shares at Jun. 30, 2021 | 51,670,387 | 1,000,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (229,548) | $ (530,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation Expense | 2,510 | 2,510 |
Changes in operating assets and liabilities: | ||
Accounts receivables | (67,500) | |
Loans receivables | 7,611 | |
Inventory | (258,781) | (27,560) |
Advances to supplier | 154,893 | (11,874) |
Accounts payable and accrued expenses | (31,885) | (36,127) |
NET CASH USED IN OPERATING ACTIVITIES | (362,811) | (663,531) |
INVESTMENT ACTIVITIES: | ||
Purchase of office equipment | (39,277) | |
NET CASH USED IN INVESTMENT ACTIVITIES | (39,277) | |
FINANCING ACTIVITIES: | ||
Proceeds (Payment) of loan payable – other | (20,000) | |
Proceeds from short term loan | 256,500 | |
Proceeds from Convertible notes | 302,630 | |
Net proceeds from issuance of common stock | 1,100 | 471,560 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 303,730 | 708,060 |
INCREASE (DECREASE) IN CASH | (59,081) | 5,252 |
CASH-BEGINNING OF YEAR | 68,047 | 9,024 |
CASH-END OF the quarter. | 8,966 | 14,276 |
Supplemental disclosures of cash flow information: | ||
Interest | 5,263 | |
Taxes |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [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 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 1 500,000,000 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. All share and per share information has been retroactively adjusted to reflect this forward stock split. 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. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN Basis of Presentation These interim consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 30, 2021. Going concern The Company currently has limited operations. These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $2,142,889 2,183,436 362,811 663,531 The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SIGNIFICANT ACCOUNTING POLICIES Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents. Revenue Recognition During the six months ended June 30, 2021 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. Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or 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 entity. Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the six months ended June 30, 2021, and 2020, 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 Summary of deferred tax assets and liabilities Deferred Tax assets As of June 30, 2021 As of December 31,2020 Net operating losses $ 450,006 $ 358,200 Less: Valuation Allowance (450,006 ) (358,200 Deferred Tax assets – net $ — $ — |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4. INVENTORIES Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method and net realizable value is the estimated selling price less costs of disposal in the ordinary course of business. The cost of inventories includes direct costs plus shipping and packaging materials. As of June 30, 2021, Company inventories valued at approximately $ 258,781 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5. CONVERTIBLE NOTES PAYABLE On April 27, 2021 (the “Issuance Date”), Sentient Brands Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement with an accredited investor (the “April 2021 Investor”) providing for the sale by the Company to the April 2021 Investor of a 10 315,789 15,789 300,000 0.40 250,000 500,000 5 0.60 On December 2, 2020, we issued a promissory note to an accredited investor in consideration for $ 50,000 10 400,000 5 0.10 September 2, 2021 0.20 On December 3, 2020, we issued a convertible debenture to an accredited investor in consideration for $ 50,000 10 400,000 0.10 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. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6. NOTES PAYABLE On January 3, 2020, specific terms were reached on the remaining $ 150,046 12 10,000 The Company has accrued interest of $ 50,742 |
PPP Loan
PPP Loan | 6 Months Ended |
Jun. 30, 2021 | |
Ppp Loan | |
PPP Loan | NOTE 7. PPP Loan 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 April 18, 2022 1.00 |
STOCKHOLDERS_ (DEFICIENCY)
STOCKHOLDERS’ (DEFICIENCY) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIENCY) | NOTE 8. STOCKHOLDERS’ (DEFICIENCY) Preferred stock The Company is authorized to issue 25,000,000 0.001 1,000,000 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 June 29, 2021, the Company sold 1,100,000 1,100 On March 3, 2021, the forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 500,000,000 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES 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 $ 120,000 718,403 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The company has evaluated subsequent events for recognition and disclosure through August 23, 2021 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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Uses of estimates in the preparation of financial statements | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition During the six months ended June 30, 2021 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. |
Net loss per common share – basic and diluted | Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or 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 entity. Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. |
Stock-based compensation | Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the six months ended June 30, 2021, and 2020, 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 Summary of deferred tax assets and liabilities Deferred Tax assets As of June 30, 2021 As of December 31,2020 Net operating losses $ 450,006 $ 358,200 Less: Valuation Allowance (450,006 ) (358,200 Deferred Tax assets – net $ — $ — |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of deferred tax assets and liabilities | Summary of deferred tax assets and liabilities Deferred Tax assets As of June 30, 2021 As of December 31,2020 Net operating losses $ 450,006 $ 358,200 Less: Valuation Allowance (450,006 ) (358,200 Deferred Tax assets – net $ — $ — |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - shares | Dec. 09, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Forward Stock Split | 7 for 1 | 7 for 1 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit) | $ 2,183,436 | $ 1,953,887 | |
Net cash flow used in operating activities | $ 362,811 | $ 663,531 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Tax assets | ||
Net operating losses | $ 450,006 | $ 358,200 |
Less: Valuation Allowance | (450,006) | (358,200) |
Deferred Tax assets – net |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Effective federal income tax rate | 21.00% |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 258,781 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 03, 2020 | Dec. 02, 2020 | Apr. 27, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Apr. 27, 2020 |
Debt Instrument [Line Items] | ||||||
Original Issue Discount | $ 2,630 | $ 2,630 | ||||
Investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Share price | $ 0.40 | |||||
Share received | 250,000 | |||||
Acquire of common stock | 500,000 | |||||
Promissory Note [Member] | Investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | |||||
Warrant exercise price | $ 0.60 | |||||
Promissory Note [Member] | Emil Assentato [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | |||||
Debt Instrument, Face Amount | $ 50,000 | |||||
Warrant term | 5 years | |||||
Warrant exercise price | $ 0.10 | |||||
Common stock purchase warrant | 400,000 | |||||
Maturity date | Sep. 2, 2021 | |||||
Conversion price | $ 0.20 | |||||
Promissory Note [Member] | Frank Gallo [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1000.00% | |||||
Warrant exercise price | $ 0.10 | |||||
Common stock purchase warrant | 400,000 | |||||
Convertible Promissory Note [Member] | Investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 315,789 | |||||
Original Issue Discount | 15,789 | |||||
Proceeds from issuance of debt | $ 300,000 | |||||
Warrant term | 5 years | |||||
Convertible Promissory Note [Member] | Frank Gallo [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 50,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 03, 2021 | Mar. 16, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||
Accrued interest | $ 50,742 | ||
Unsecured Demand Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 150,046 | ||
Interest rate | 12.00% | ||
Proceeds from loans | $ 10,000 |
PPP Loan (Details Narrative)
PPP Loan (Details Narrative) - Paycheck Protection Program Promissory Note [Member] | 1 Months Ended |
Apr. 18, 2020USD ($) | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Debt amount | $ 231,500 |
Maturity date | Apr. 18, 2022 |
Interest rate | 1.00% |
STOCKHOLDERS_ (DEFICIENCY) (Det
STOCKHOLDERS’ (DEFICIENCY) (Details Narrative) - USD ($) | Dec. 09, 2020 | Jun. 29, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock, share authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||
Shares issued for cash, value | $ 1,100 | $ 400,000 | ||||
Forward Stock Split | 7 for 1 | 7 for 1 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||
Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share issued for cash | 1,100,000 | |||||
Shares issued for cash, value | $ 1,100 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Base salary | $ | $ 120,000 |
Number of restricted stock issued | shares | 718,403 |