Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 10, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | 86-3765910 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 590 Madison Avenue | ||
Entity Address, Address Line Two | 21st 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,691,996 | ||
Entity Common Stock, Shares Outstanding | 64,370,518 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | VICTOR MOKUOLU CPA PLLC | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 6771 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 1,299 | $ 1,048 |
Prepaid expenses | 8,453 | |
Inventory, net of reserve to net realizable value of $63,477 | 150,000 | 238,016 |
TOTAL NET CURRENT ASSETS | 159,752 | 239,064 |
FIXED ASSETS (net of Depreciation) | 23,742 | 27,620 |
TOTAL ASSETS | 183,494 | 266,684 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 725,066 | 540,217 |
Notes payable | 533,191 | 482,896 |
Convertible Notes Payable | 859,047 | 886,547 |
TOTAL CURRENT LIABILITIES | 2,117,304 | 1,909,660 |
TOTAL LIABILITIES | 2,117,304 | 1,909,660 |
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock – Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2023 and 2022 | 1,000 | 1,000 |
Common Stock - Par Value of $0.001; 500,000,000 shares authorized; 56,140,518 and 52,420,387 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 56,141 | 52,421 |
Additional paid-in capital | 1,542,429 | 1,359,249 |
Accumulated deficit | (3,533,380) | (3,055,646) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,933,810) | (1,642,976) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 183,494 | $ 266,684 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Net of reserve | $ 63,477 | $ 63,477 |
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 | 56,140,518 | 52,420,387 |
Common stock, shares outstanding | 56,140,518 | 52,420,387 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUES: | ||
TOTAL REVENUES | $ 150 | $ 566 |
Cost of sales | 50 | 109 |
Gross (Loss) Profit | 100 | 457 |
Operating Expenses | ||
General and Administrative | 111,942 | 116,109 |
Legal and Professional | 139,017 | 336,660 |
Management Fees | 70,571 | |
TOTAL OPERATING EXPENSES | 250,959 | 523,340 |
LOSS FROM OPERATIONS | (250,859) | (522,883) |
Other Income (Expenses) | ||
Interest expense | (226,875) | (211,854) |
Discount amortization | ||
Other income | ||
NET LOSS | $ (477,734) | $ (734,737) |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Earnings per share, basic | $ (0.009) | $ (0.014) |
Earnings per share, diluted | $ (0.009) | $ (0.014) |
Weighted average number of shares outstanding, basic | 54,805,831 | 52,104,223 |
Weighted average number of shares outstanding, diluted | 52,104,223 | 54,805,831 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (477,734) | $ (734,737) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,878 | 4,163 |
Inventory write down to net realizable value | 63,477 | |
Stock issued for services rendered | 13,900 | 26,182 |
Sale of common stock | 38,000 | |
Stock issued for payment to vendor | 127,000 | |
Exercise of common stock warrants | 8,000 | |
Changes in operating assets and liabilities: | ||
Inventory | 24,539 | 20,765 |
Prepaid expenses | (8,453) | |
Accounts payable and accrued expenses | 184,849 | 370,897 |
NET CASH USED IN OPERATING ACTIVITIES | (68,544) | (312,730) |
INVESTMENT ACTIVITIES: | ||
Purchase of office equipment | ||
NET CASH USED IN INVESTMENT ACTIVITIES | ||
FINANCING ACTIVITIES: | ||
Proceeds (Payment) of loan payable | ||
Proceeds from short term loan | 22,795 | 217,580 |
Net proceeds from issuance of common stock | 38,000 | |
Proceeds from exercise of wants to purchase common stock | 8,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 68,795 | 217,580 |
INCREASE (DECREASE) IN CASH | 251 | (95,150) |
CASH-BEGINNING OF PERIOD | 1,048 | 96,198 |
CASH-END OF PERIOD | 1,299 | 1,048 |
Supplemental disclosures of cash flow information: | ||
Interest | 21,052 | |
Taxes |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 51,921 | $ 1,000 | $ 1,333,567 | $ (2,320,909) | $ (934,421) |
Beginning balance, shares at Dec. 31, 2021 | 51,920,387 | 1,000,000 | |||
Common stock issued for services rendered | $ 500 | 25,682 | 26,182 | ||
Common stock issued for services rendered, shares | 500,000 | ||||
Net loss | (734,737) | (734,737) | |||
Ending balance, value at Dec. 31, 2022 | $ 52,421 | $ 1,000 | 1,359,249 | (3,055,646) | (1,642,976) |
Ending balance, shares at Dec. 31, 2022 | 52,420,387 | 1,000,000 | |||
Common stock issued for services rendered | $ 500 | 13,400 | 13,900 | ||
Common stock issued for services rendered, shares | 500,000 | ||||
Common stock sold to investors | $ 760 | 37,240 | 38,000 | ||
Common stock sold to investors, shares | 760,000 | ||||
Exercise warrants to purchase common stock | $ 800 | 7,200 | 8,000 | ||
Exercise warrants to purchase common stock, shares | 800,000 | ||||
Common stock issued to vendor in lieu of payment | $ 1,660 | 125,340 | 127,000 | ||
Common stock issued to vendor in lieu of payment, shares | 1,660,131 | ||||
Net loss | (477,734) | (477,734) | |||
Ending balance, value at Dec. 31, 2023 | $ 56,141 | $ 1,000 | $ 1,542,429 | $ (3,533,380) | $ (1,933,810) |
Ending balance, shares at Dec. 31, 2023 | 56,140,518 | 1,000,000 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
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, the Company 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. The Company is currently in the business of product development and brand management with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to Consumer business model focusing on the integration of CBD, wellness and beauty for conscious consumers. The Company incorporates an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. The Company’s leadership team has extensive experience in building world-class brands such as Hugo Boss, Victoria’s Secret, Versace, and Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre product line. The Company intends to leverage its in-house innovation capabilities to launch new products that “disrupt” adjacent product categories. The Company plans to grow by leveraging its deep connections within its existing network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company’s goal is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in long-term profit growth. 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 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. 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 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, 2023 and 2022. We have summarized our most significant accounting policies. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 2022 presentation to make them consistent with 2023 . 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 years ended December 31, 2023 and 2022, our revenue recognition policy was in accordance with ASC 606, “Revenue from Contracts with Customers”, 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 years ended December 31, 2023, and 2022, 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 The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2023 and 2022 are as follows: Summary of deferred tax assets and liabilities Year Ended December 31 2023 2022 Deferred Tax Assets Net Operating Losses $ 605,817 $ 520,008 Less: Valuation Allowance (605,817 ) (520,008 ) Deferred Tax Assets - Net $ — $ — Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 $ 3,533,380 3,055,646 1,957,552 1,642,976 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
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. At December 31, 2023, based on a sale quote received for its remaining inventory, the Company recorded a charge of $ 63,477 150,000 As of December 31, 2023 and 2022, the Company product inventories valued at $ 150,000 238,016 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5. CONVERTIBLE NOTES PAYABLE Since the change of control of the Company in May 2018, the Company received advances from Pure Energy 714 LLC, an unaffiliated entity, totaling $ 240,803 70,757 4 0.05 170,046 16,630 3,108 10,614 On December 2, 2020, we issued a promissory note to an accredited investor in consideration for $ 50,000 10 400,000 0.01 1,000,000 September 2, 2021 0.20 27,500 22,500 5,312 3,000 4,000 On December 3, 2020, we issued a convertible debenture to an accredited investor in consideration for $ 50,000 10 400,000 0.01 120 15,554 10,417 4,000 On April 27, 2021 (the “Issuance Date”), 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 0.60 21,052 315,789 102,305 25,125 44,736 On November 18, 2021 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement with an accredited investor (the “November 2021 Investor”) providing for the sale by the Company to the November 2021 Investor of a 10 400,000 5,000 395,000 666,667 0.45 400,000 126,954 31,825 54,033 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6. NOTES PAYABLE On January 3, 2020, specific terms were reached between the Company and Pure Energy 714 LLC on the remaining $ 170,046 12 150,046 10,000 72,515 54,017 During 2022 and 2023, the Company received proceeds from various loans from Adriatic Advisors LLC. At December 31, 2023 and 2022, the Company had $ 383,146 332,825 0.05 110,440 41,411 |
STOCKHOLDERS_ (DEFICIT)
STOCKHOLDERS’ (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) | NOTE 7. STOCKHOLDERS’ (DEFICIT) Preferred stock The Company is authorized to issue 25,000,000 .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 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. On January 5, 2023, the Company issued 771,242 59,000 On January 5, 2023, the Company issued 888,889 68,000 On January 5, 2023, the Company issued 500,000 13,900 On August 9, 2023, the Company agreed to issue 160,000 8,000 On September 28, 2023, the Company agreed to issue 600,000 30,000 On December 3, 2023, a noteholder exercised 400,000 0.01 On December 27, 2023, a noteholder exercised 400,000 0.01 There were no other issuances of common stock during the year ended December 31, 2023. During July 2022, The Company’s Chief Operating Officer, Mr. Furlan and the Company agreed to settle an unpaid amount due under an employment agreement in full in consideration of the issuance to Mr. Furlan of 771,242 During July 2022, the Company and an independent contractor agreed to settle in full an unpaid amount of $ 68,000 888,889 On August 16, 2022, the Company entered into a Settlement and Release Agreement with Anthony L.G., PLLC (“ALG”) and Laura Anthony, Esq. (“LA”) pursuant to which ALG agreed to forgive $ 23,182 400,000 On August 30, 2022, the Company entered into a Consulting Agreement with a contractor to provide investor relation services in exchange for 100,000 There were no other issuances of common stock during the year ended December 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. 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 Executive 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 On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. The Mansour Agreement provides for a base salary of $ 60,000 718,403 The Company is currently involved in a wage dispute with a former contractor dating back to the third quarter of 2020. The contractor claims to be due approximately $ 184,000 54,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through April 16, 2023, which is the date the financial statements were available to be issued. ● On January 23, 2024, the Company issued 480,000 24,000 ● On February 15, 2024, the Company issued 500,000 25,000 ● On February 22, 2024, the Company issued 1,000,000 50,000 ● On February 22, 2024, the Company issued 600,000 30,000 ● On February 22, 2024, the Company issued 1,000,000 50,000 ● During February and March 2024, the Company issued a total of 2,000,000 ● On March 28, 2024, the Company entered into a Settlement and Release Agreement with Electro Filings LLC (“Electro”) and Rudy Singh (“RS”) pursuant to which Electro agreed to forgive $ 14,998 600,000 ● During April 2024, the Company issued 1,000,000 ● On April 10, 2024 the Company issued 1,050,000 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, 2023 | |
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 2022 presentation to make them consistent with 2023 . |
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 years ended December 31, 2023 and 2022, our revenue recognition policy was in accordance with ASC 606, “Revenue from Contracts with Customers”, 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 years ended December 31, 2023, and 2022, 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 The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2023 and 2022 are as follows: Summary of deferred tax assets and liabilities Year Ended December 31 2023 2022 Deferred Tax Assets Net Operating Losses $ 605,817 $ 520,008 Less: Valuation Allowance (605,817 ) (520,008 ) Deferred Tax Assets - Net $ — $ — Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21 |
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 Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of deferred tax assets and liabilities | Summary of deferred tax assets and liabilities Year Ended December 31 2023 2022 Deferred Tax Assets Net Operating Losses $ 605,817 $ 520,008 Less: Valuation Allowance (605,817 ) (520,008 ) Deferred Tax Assets - Net $ — $ — |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets | ||
Net Operating Losses | $ 605,817 | $ 520,008 |
Less: Valuation Allowance | (605,817) | (520,008) |
Deferred Tax Assets - Net |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Effective federal income tax rate | 21% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 3,533,380 | $ 3,055,646 |
Working capital deficit | $ 1,957,552 | $ 1,642,976 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Net of reserve | $ 63,477 | $ 63,477 |
Inventories | $ 150,000 | $ 238,016 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Aug. 15, 2022 | Nov. 29, 2021 | Nov. 18, 2021 | Apr. 27, 2021 | Dec. 03, 2020 | Dec. 02, 2020 | Jan. 03, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 16, 2021 | Mar. 15, 2019 | May 31, 2018 | |
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 859,047 | $ 886,547 | ||||||||||
Legal fees | 139,017 | 336,660 | ||||||||||
Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 10% | |||||||||||
Accrued interest | $ 15,554 | 10,417 | ||||||||||
Principal amount | $ 50,000 | |||||||||||
Common stock purchase warrant | 400,000 | |||||||||||
Warrant exercise price | $ 0.01 | |||||||||||
Conversion rate | 120% | |||||||||||
Convertible Notes Payable [Member] | Pure Energy 714 L L C [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 70,757 | $ 240,803 | ||||||||||
Interest rate | 4% | |||||||||||
Conversion price | $ 0.05 | |||||||||||
Unsecured demand note | $ 170,046 | |||||||||||
Accrued interest | $ 16,630 | |||||||||||
Interest | 3,108 | 10,614 | ||||||||||
Promissory Note [Member] | Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 22,500 | |||||||||||
Interest rate | 10% | |||||||||||
Conversion price | $ 0.20 | |||||||||||
Accrued interest | 5,312 | 3,000 | ||||||||||
Principal amount | $ 50,000 | |||||||||||
Common stock purchase warrant | 400,000 | |||||||||||
Warrant exercise price | $ 0.01 | |||||||||||
Equity financing | $ 1,000,000 | |||||||||||
Maturity date | Sep. 02, 2021 | |||||||||||
Repayment of debt | $ 27,500 | |||||||||||
Warrant excised value | 4,000 | |||||||||||
Senior Secured Convertible Promissory Note [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | 315,789 | |||||||||||
Interest rate | 10% | |||||||||||
Conversion price | $ 0.40 | |||||||||||
Accrued interest | 102,305 | |||||||||||
Interest | 25,125 | 44,736 | ||||||||||
Principal amount | $ 315,789 | |||||||||||
Warrant exercise price | $ 0.60 | |||||||||||
Original Issue Discount | $ 15,789 | |||||||||||
Proceeds from financing | 300,000 | |||||||||||
Monthly interest paid | $ 21,052 | |||||||||||
Senior Secured Convertible Promissory Note 1 [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 10% | |||||||||||
Accrued interest | 126,954 | |||||||||||
Interest | $ 31,825 | $ 54,033 | ||||||||||
Principal amount | $ 400,000 | |||||||||||
Common stock purchase warrant | 666,667 | |||||||||||
Warrant exercise price | $ 0.45 | |||||||||||
Proceeds from financing | $ 395,000 | |||||||||||
Legal fees | $ 5,000 | |||||||||||
Closing financing amount | $ 400,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 16, 2021 | Jan. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 17, 2020 | Jan. 03, 2020 |
Adriatic Advisors L L C [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest | $ 110,440 | $ 41,411 | ||||
Due to related party | $ 383,146 | 332,825 | ||||
Conversion price | $ 0.05 | |||||
Unsecured Demand Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 170,046 | |||||
Interest rate | 12% | |||||
Note payable | $ 150,046 | |||||
Proceeds from loans | $ 10,000 | |||||
Accrued interest | $ 72,515 | $ 54,017 |
STOCKHOLDERS_ (DEFICIT) (Detail
STOCKHOLDERS’ (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 26, 2023 | Aug. 09, 2023 | Jan. 05, 2023 | Aug. 30, 2022 | Aug. 16, 2022 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | Dec. 03, 2023 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, share authorized | 25,000,000 | 25,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||||||
Common stock issued for services, value | $ 13,900 | $ 26,182 | ||||||||
Contractors [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for settlement, shares | 888,889 | 888,889 | ||||||||
Stock issued for settlement, value | $ 68,000 | $ 68,000 | ||||||||
Settlement And Release Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt Amount | $ 23,182 | |||||||||
Sale of stock for consideration, shares | 400,000 | |||||||||
Consulting Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued for services | 100,000 | |||||||||
Mr Furlan [Member] | Employment Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for settlement, shares | 771,242 | |||||||||
Stock issued for settlement, value | $ 59,000 | |||||||||
Number of restricted stock issued | 771,242 | |||||||||
Dante Jones [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued, shares | 500,000 | |||||||||
Common stock issued for services, value | $ 13,900 | |||||||||
Qualified Investor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of restricted stock | 600,000 | 160,000 | ||||||||
Issuance of restricted stock value | $ 30,000 | $ 8,000 | ||||||||
Note Holder [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 400,000 | 400,000 | ||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 08, 2020 | Dec. 26, 2019 | Dec. 31, 2023 | |
Dispute With Former Contractor [Member] | |||
Loss Contingencies [Line Items] | |||
Wages and other expenses | $ 184,000 | ||
Accrual amount related to dispute | $ 54,000 | ||
Furlan Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Base salary | $ 120,000 | ||
Number of restricted stock issued | 718,403 | ||
Mansour Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Base salary | $ 60,000 | ||
Number of restricted stock issued | 718,403 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||||||
Feb. 22, 2024 | Feb. 15, 2024 | Jan. 23, 2024 | Apr. 30, 2024 | Apr. 10, 2024 | Mar. 31, 2024 | Mar. 28, 2024 | |
Subsequent Event [Line Items] | |||||||
Shares issued | 2,000,000 | ||||||
Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 1,000,000 | 500,000 | 480,000 | ||||
Common stock to investor | $ 50,000 | $ 25,000 | $ 24,000 | ||||
Investor 1 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 600,000 | ||||||
Common stock to investor | $ 30,000 | ||||||
Investor 2 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 1,000,000 | ||||||
Common stock to investor | $ 50,000 | ||||||
Electro Filings L L C [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 600,000 | ||||||
Debt amount | $ 14,998 | ||||||
Dante Jones Inliew [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 1,000,000 | ||||||
Lieu [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 1,050,000 |