Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Details | |||
Registrant CIK | 0001434737 | ||
Fiscal Year End | --12-31 | ||
Registrant Name | SPIRITS TIME INTERNATIONAL, INC. | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2020 | ||
Tax Identification Number (TIN) | 20-3455830 | ||
Number of common stock shares outstanding | 7,361,005 | ||
Public Float | $ 1,807,750 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Interactive Data Current | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Document Annual Report | true | ||
Entity File Number | 333-151300 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1661 Lakeview Circle | ||
Entity Address, City or Town | Ogden | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84403 | ||
Country Region | 801 | ||
City Area Code | 399 | ||
Local Phone Number | 3632 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 342 | $ 163 |
Inventory | 80,404 | 80,404 |
Total Current Assets | 80,746 | 80,567 |
OTHER ASSETS | ||
Intangible assets | 275,000 | 275,000 |
TOTAL ASSETS | 355,746 | 355,567 |
CURRENT LIABILITIES | ||
Accounts payable | 129,066 | 112,600 |
Accrued interest | 116,074 | 34,639 |
Accrued interest - related parties | 78,881 | 52,532 |
Loans payable - related parties | 180,963 | 145,413 |
Convertible notes payable - related parties | 55,000 | |
Convertible note payable | 290,000 | 290,000 |
Notes payable | 45,000 | 40,000 |
Total Current Liabilities | 894,984 | 730,184 |
TOTAL LIABILITIES | 894,984 | 730,184 |
COMMITMENTS AND CONTINGENCIES (NOTE 10) | 0 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized Preferred stock designated, Series D, $0.001 par value, 50,000 shares authorized, 5,000 shares issued and outstanding | 5 | 5 |
Common stock, $0.001 par value; 140,000,000 shares authorized, 7,361,005 shares issued and outstanding | 7,361 | |
Additional paid-in capital | 942,050 | 942,050 |
Accumulated deficit | (1,488,654) | (1,324,033) |
Total Stockholders' Equity (Deficit) | $ (539,238) | (374,617) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 355,567 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Shares, Issued | 7,361,005 | 7,361,005 |
Common Stock, Shares, Outstanding | 7,361,005 | 7,361,005 |
Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Preferred Stock, Shares Outstanding | 5,000 | 5,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
NET REVENUES | $ 0 | $ 0 |
OPERATING EXPENSES | ||
Professional fees | 47,740 | 111,654 |
Selling, general and administrative | 9,096 | 26,199 |
Total Operating Expenses | 56,836 | 137,853 |
LOSS FROM OPERATIONS | (56,836) | (137,853) |
OTHER INCOME (EXPENSES) | ||
Impairment loss on prepaid inventory | 0 | (69,530) |
Interest expense | (107,785) | (88,012) |
Total Other Income (Expenses) | (107,785) | (157,542) |
LOSS BEFORE INCOME TAXES | (164,621) | (295,395) |
PROVISION FOR INCOME TAXES | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (164,621) | $ (295,395) |
Earnings Per Share, Basic and Diluted | $ (0.02) | $ (0.04) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 7,361,005 | 7,301,279 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018 | $ 0 | $ 7,281 | $ 684,537 | $ (1,028,638) | $ (336,820) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 0 | 7,281,005 | |||
Common stock issued for services | $ 0 | $ 50 | 14,950 | 0 | 15,000 |
Common stock issued for services, shares | 50,000 | ||||
Amortization of debt premium | 0 | $ 0 | 219,998 | 0 | 219,998 |
Common stock issued for conversion of debt | 0 | $ 30 | 12,570 | 0 | 12,600 |
Common stock issued for conversion of debt, shares | 30,000 | ||||
Forgiveness of related party debt | 0 | $ 0 | 9,772 | 0 | 9,772 |
Net loss | 0 | 0 | 0 | (295,395) | (295,395) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2019 | $ 5 | $ 7,361 | 942,050 | (1,324,033) | (374,617) |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 5,000 | 7,361,005 | |||
Common stock issued for services | 0 | ||||
Preferred stock issued for conversion of related party debt | $ 5 | $ 0 | 223 | 0 | 228 |
Preferred stock issued for conversion of related party debt, shares | 5,000 | ||||
Net loss | $ 0 | 0 | 0 | (164,621) | (164,621) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2020 | $ 5 | $ 7,361 | $ 942,050 | $ (1,488,654) | $ (539,238) |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 5,000 | 7,361,005 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (164,621) | $ (295,395) |
Adjustments to reconcile net loss to net cash | ||
Stock based compensation | 0 | 15,000 |
Amortization of Debt Discount (Premium) | 0 | 17,812 |
Other Nonoperating Expense | 0 | 69,530 |
Changes in operating assets and liabilities: | ||
Inventory | 0 | 66 |
Accounts payable and accrued interest | 97,901 | 78,287 |
Accrued interest - related parties | 26,349 | 10,939 |
Net Cash Used by Operating Activities | (40,371) | (103,761) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 5,000 | 0 |
Payments on notes payable | 0 | (10,000) |
Payments on loans payable - related parties | 0 | (17,565) |
Proceeds from loans payable - related parties | 35,550 | 9,750 |
Net Cash Provided (Used) by Financing Activities | 40,550 | (17,815) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 179 | (121,576) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 163 | 121,739 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 342 | 163 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 0 | 30,619 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Amortization to additional paid-in capital of premium on convertible note payable | 0 | 219,998 |
Common stock issued for the conversion of debt | 0 | 12,600 |
Preferred stock issued for the conversion of related party debt | 0 | 228 |
Forgiveness of related party debt | $ 0 | $ 9,772 |
NOTE 1 - ORGANIZATION
NOTE 1 - ORGANIZATION | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 1 - ORGANIZATION | NOTE 1 - ORGANIZATION Spirits Time International, Inc. (the “Company”) was incorporated on October 18, 2005 under the laws of the State of Nevada. The Company was formed under the name of Sears Oil and Gas Corporation (“SRSG”), but effective October 22, 2018, our name was changed to Spirits Time International, Inc. to reflect our new business direction. In addition to the change of the Company’s name, the Amended and Restated Articles of Incorporation were amended to: increase the number of shares of common stock authorized from 100,000,000 to 140,000,000; authorize a class of preferred stock consisting of 20,000,000 shares of $0.001 par value preferred stock issuable in such series and with such characteristics as determined appropriate by the Board of Directors. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding during the periods presented. At December 31, 2020 and 2019, the Company had warrants outstanding that are exercisable into 42,857 shares of common stock, and convertible debt outstanding that is convertible into 219,383 shares of common stock. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses. Year Ended Loss (Numerator) Shares (Denominator) Per Share Amount December 31, 2020 $ (164,621) 7,361,005 $ (0.02) December 31, 2019 $ (295,395) 7,301,279 $ (0.04) Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments - The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, inventory and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. Recently-Issued Pronouncements - We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2020 and 2019. Long-lived Assets - The Company’s long lived assets are recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Concentration of Risk - Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2020 and 2019, the Company has no cash in excess of insured limits. Revenue Recognition - The Company will determine its revenue recognition policy in accordance with ASC 606 “Revenue from Contracts with Customers” Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles (Note 3), and is held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of December 31, 2020 and 2019, the Company had finished goods inventory on-hand totaling $80,404. As of December 31, 2019, the Company had not received all the inventory acquired in the acquisition and therefore recorded an impairment loss on prepaid inventory of $69,530 due to the unlikelihood of ever receiving the inventory. Intangibles - The Company accounts for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” No impairment was noted on the Tequila Alebrijes brand name and property rights (indefinite-lived intangible assets) during the year ended December 31, 2020 (Note 3). |
NOTE 3 - ACQUSITION OF ASSETS
NOTE 3 - ACQUSITION OF ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 3 - ACQUSITION OF ASSETS | NOTE 3 – ACQUSITION OF ASSETS On September 28, 2018 (the “Acquisition Date”), the Company completed an asset acquisition (the “Asset Acquisition Transaction”) with Human Brands International, Inc., a privately-held Nevada corporation ("HBI"). Pursuant to the Asset Acquisition Transaction, the Company acquired from HBI certain assets of HBI (the “Assets”) in exchange for 3,500,000 shares of common stock of the Company valued at $375,000, and $50,000 in cash, for total purchase price of $425,000 (the "Acquisition"). The Assets acquired were 12,000 bottles of Tequila Alebrijes products (the “Inventory”) and the brand name and property rights (the “Intangibles”). Of the total $425,000 purchase price, $150,000 was allocated to the Inventory based on the tequila bottles’ invoiced fair market value on the Acquisition Date ($80,470 to finished goods inventory on hand on the Acquisition Date and $69,530 to Prepaid Inventory deliverable to the Company by HBI), with the remaining $275,000 allocated to the Intangibles. As of December 31, 2019, the Company had not received all the inventory acquired in the acquisition and recorded an impairment on prepaid inventory of $69,530. The Company has determined that no impairment of the other intangible assets is necessary as of December 31, 2020 or December 31, 2019, as the Company plans to commence sale and shipment of the Inventory utilizing the Tequila Alebrijes branding and property rights. On the Acquisition Date, the 3,500,000 shares represented 52.4% of the Company’s then-issued and outstanding common stock. So as not to effect a change in control, HBI granted the Company’s President, Mark Scharmann, an Irrevocable Proxy to vote 300,000 of its shares of the Company’s common stock. We have since issued additional shares of our common stock to other individuals and HBI has transferred 296,154 of its shares to another other shareholders, thereby reducing HBI’s ownership percentage to 44% (3,203,846 shares) as of the date of this filing. On May 24, 2019, the Company and proxy holder Mark Scharmann terminated the proxy and such proxy is of no further force or effect. HBI has full voting rights as to the 300,000 shares described in the proxy. The Company did not acquire any ongoing operation of or substantive processes from HBI. The Company did not merge with or acquire an equity interest in HBI. The Company made no changes in its officers or directors. The Company did not hire any employees of HBI. The transaction was essentially the acquisition of certain rights to distribute, rights to use a brand, and a limited amount of inventory. The Company intends to either assign the acquired assets to a third party for a royalty, or contract with one or more other entities to market products under the Tequila Alebrijes brand on behalf of the Company. As such, the transaction was deemed an asset purchase, with the Assets recorded at their fair market value on the Acquisition date. As a result of the Acquisition, the Company was no longer considered to be a shell company. |
NOTE 4 - INCOME TAXES
NOTE 4 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 4 - INCOME TAXES | NOTE 4 - INCOME TAXES Income Taxes - The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 basis. 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. At December 31, 2020 the Company had net operating loss carryforwards of approximately $1,488,700 that may be offset against future taxable income. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. The schedules below reflect the Federal tax provision, deferred tax asset and valuation allowance using the new rates adjusted in the period of enactment. Net deferred tax assets consist of the following components as of December 31, 2020 and 2019: 2020 2019 Deferred tax assets: $ 313,000 $ 278,000 (313,000) (278,000) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the years ended December 31, 2020 and 2019 due to the following: 2020 2019 Current Federal Tax (21%) $ 35,000 $ 62,000 Change in valuation allowance (35,000) (62,000) $ - $ - At December 31, 2020, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2020 and 2019, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2020, 2019 and 2018. |
NOTE 5 - GOING CONCERN
NOTE 5 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 5 - GOING CONCERN | NOTE 5 - GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The continuance of the Company as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. In addition, the extent of the impact of the coronavirus ("COVID‐19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. |
NOTE 6 -RELATED PARTY LOANS AND
NOTE 6 -RELATED PARTY LOANS AND OTHER TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 6 -RELATED PARTY LOANS AND OTHER TRANSACTIONS | NOTE 6 –RELATED PARTY LOANS AND OTHER TRANSACTIONS During the years ended December 31, 2020 and 2019, the sole officer and director of the Company and another affiliated shareholder made loans to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company. During the years ended December 31, 2020 and 2019, these related parties loaned a total of $35,550 and $9,750, respectively, to the Company. Also, during the years ended December 31, 2020 and 2019, the loans incurred interest expense totaling $19,750 and $12,354, respectively, and interest in the amount of $-0- and $13,936, respectively, was paid. As of December 31, 2020 and 2019, the balance due to these related parties for these loans was principal of $180,963 and $145,413, respectively, and accrued interest of $44,200 and $18,530, respectively. Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole director $500 per month as payment for use of his personal residence as the Company’s office and mailing address. The Company has paid and recorded rent expense of $6,000 during each of the years ended December 31, 2020 and 2019 which is included in the selling, general and administrative expenses on the statements of operations. The Company has entered into a Brand Management Agreement as detailed in Note 10 with an entity that is a wholly-owned subsidiary of one of the Company's significant shareholders. |
NOTE 7 - CONVERTIBLE PROMISSORY
NOTE 7 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 7 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES | NOTE 7 – CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at December 31, 2020 and 2019 as follows: Note (A) Principal Less Debt Discount Plus Premium Net Note Balance Accrued Interest December 31, 2020 $ 290,000 (1) $ - $ - $ 290,000 $ 107,266 December 31, 2019 $ 290,000 (1) $ - $ - $ 290,000 $ 27,596 (1) (A) On September 24, 2018 (the “Date of Issuance”) the Company issued a convertible promissory note (the “Note”) with a face value of $300,000, maturing on September 24, 2019, and a stated interest of 10% to a third-party investor. The default interest rate of 24% has been in effect since the September 24, 2019 maturity date lapsed. The note is convertible at any time after 1 month of the funding of the note into a variable number of the Company's common stock, based on a conversion rate of 50% of the lowest trading price for the 25 days prior to conversion. The note was funded on September 28, 2018, whereby the Company received proceeds of $276,250, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $23,750 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity . Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. During the year ended December 31, 2018, the Company recorded $80,000 of premium amortization to additional paid-in capital, and amortization of debt discount of $5,938. During the year ended December 31, 2019, the Company recorded $219,998 of premium amortization to additional paid-in capital, and amortization of debt discount of $17,812. This note is currently in default (Note 10). Along with the Note, on the Date of Issuance the Company issued 42,857 Common Stock Purchase Warrants (the “Warrants”), exercisable immediately at a fixed exercise price of $3.50 with an expiration date of September 24, 2023. The Company has determined that the Warrants are exempt from derivative accounting and were valued at $86,750 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $3.65 per share, (2) exercise price of $3.50 per share, (3) expected term of 5 years, (4) expected volatility of 3.87% and (5) risk free interest rate of 2.96%. The note proceeds of $300,000 were then allocated between the fair value of the promissory note ($300,000) and the Warrants ($86,750), resulting in a debt discount of $67,292. As the warrants are exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. During the year ended December 31, 2019, the Company paid $10,000 towards principal on the Note, and $12,350 of accrued interest and $250 in conversion fees ($12,600 total) was converted into 30,000 shares of common stock. In March 2014, the Company issued a $40,000 convertible promissory note to the sole officer and director of the Company and a $15,000 convertible promissory note to another affiliated shareholder (the “Convertible Notes”). The Convertible Notes had a term of one year expiring March 2015, and are now payable on demand, and accrue interest at the rate of 12% per annum. The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Company’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share. For the years ended December 31, 2020 and 2019 additional interest accrued on these Notes in the amount of $6,600 and $6,600, respectively. During the year ended December 31, 2019, $10,000 of accrued interest was converted into 5,000 shares of Preferred Stock valued at $228, resulting in a $9,772 gain being recorded as forgiveness of related party debt in additional paid-in capital (Note 11). No principal or interest has been paid on these Notes. As of December 31, 2020 and 2019, the balance due to these related parties for these Notes was principal of $55,000 and $55,000, respectively, and accrued interest of $34,681 and $28,081, respectively. (See Note 8) |
NOTE 8 - CONVERTIBLE NOTES AND
NOTE 8 - CONVERTIBLE NOTES AND LOANS PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 8 - CONVERTIBLE NOTES AND LOANS PAYABLE - RELATED PARTIES | NOTE 8 – CONVERTIBLE NOTES AND LOANS PAYABLE – RELATED PARTIES Convertible notes and loans payable – related parties consisted of the following: December 31, 2020 December 31, 2019 Loans payable to related parties, interest at 12% per annum, due on demand 180,963 145,413 Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share 55,000 55,000 Total Convertible Notes and Loans Payable – Related Parties 235,963 200,413 Less: Current Portion (235,963) (200,413) Long-Term Convertible Notes and Loans Payable – Related Parties $ $ Accrued interest on the convertible notes and loans payable, related parties was $78,881 and $52,532 at December 31, 2020 and 2019, respectively. The Company did not record beneficial conversion feature elements on the related party convertible debt due to the conversion rate of $1.00 per share being greater than the fair market value of the underlying shares on the date of issuance. |
NOTE 9 - NOTES PAYABLE
NOTE 9 - NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 9 - NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Notes payable consisted of the following: December 31, 2020 December 31, 2019 Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured $ 10,000 $ 10,000 Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019, unsecured 30,000 30,000 Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021, unsecured 5,000 - Total Notes Payable 45,000 40,000 Less: Current Portion (45,000) (40,000) Long-Term Notes Payable $ - $ - Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2020 totaled $8,808 and $5,191, respectively. Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2019 totaled $4,700 and $4,200, respectively. |
NOTE 10 - COMMITMENTS AND CONTI
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Brand Management Agreement On October 29, 2018, the Company entered into a non-exclusive brand management agreement (“Brand Management Agreement”) with CapCity Beverage, LLC, (“CCB”), a wholly-owned subsidiary of Human Brands International, Inc. (a significant shareholder of the Company). Pursuant to the Agreement, CCB has been appointed as a non-exclusive Brand Manager of the Company’s Tequila Alebrijes brand. CCB intends to perform certain services for the Company in connection with the planning, launch, creation, branding, market research, advertising, marketing, consulting, creative and/or digital services and sales for the Brand, the Company’s Tequila Alebrijes product and the Company. CCB will receive 10% of the gross revenue received from the sale of the products marketed under the Brand Management Agreement. The Brand Management Agreement was for a term of two years. The Brand Management Agreement expired in October 2020. As of the date of this report, the Brand Management Agreement has not resulted in the sale of any of the Company’s product. The Brand Management Agreement expired in October 2020 and has not been extended or renewed as of the date of this report. The Company anticipates that the agreement will be modified if the Company pursues renewal, and will seek other product market alternatives. Promissory Note Default On April 25, 2019, the Company received a demand letter from Auctus’s legal counsel that stated, among other things, that the Company has defaulted on the Auctus Note. The demand letter further stated that as a result of such breaches and the default remedy provisions of the Auctus Note set forth therein, as of April 25, 2019, the Company, owed Auctus at least $490,767 calculated as follows: Outstanding principal of $300,000 + accrued interest of $12,178 + $15,000 liquidated damages relating back to the Auctus Note issuance date for breach of Section 3.1 + 50% liquidated damages of $163,589 for default under Sections other than Section 3.2. We have communicated with Auctus regarding these matters and are under advisement from our legal counsel that, although we have defaulted on the Auctus Note and as such are accruing the default interest of 24% as stated within the Auctus Note, we are not otherwise in breach of the Auctus Note. We are unable to predict whether we will be able to enter into a workable resolution with Auctus. If not, Auctus could commence collection action against the Company and seek to foreclose on our assets and seek other remedies. We and our legal counsel believe the likelihood of this action is remote, and therefore have not accrued for any potential damages at December 31, 2020. |
NOTE 11 - EQUITY TRANSACTIONS
NOTE 11 - EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 11 - EQUITY TRANSACTIONS | NOTE 11 – EQUITY TRANSACTIONS Common Stock The Company has authorized 140,000,000 shares of common stock with a par value of $0.001, and had 7,361,005 common shares issued and outstanding at December 31, 2020 and 2019. On August 29, 2019, the Company issued 50,000 shares of its common stock for legal services rendered to the Company totaling $15,000. On November 21, 2019, the Company issued 30,000 shares of its common stock for the conversion of accrued interest on convertible notes payable and conversion fees totaling $12,600 (Note 7). Preferred Stock The Company has authorized 20,000,000 shares of Preferred Stock with no shares designated, issued, or outstanding prior to December 2019. On December 10, 2019, the Company designated 50,000 shares of Series D Preferred Stock (“Series D”) with par value of $0.001. Each share of Series D participates in dividends and liquidation equal to common stock, is convertible into common stock at the option of the holder on a one-for-one basis, and carries 10,000 common votes on any matter submitted to common stockholder vote. Also on December 10, 2019, the Company issued 5,000 shares of its Series D Preferred Stock for the conversion of related party accrued interest of $10,000. The Series D were valued at $.046 per share by an independent, qualified valuation firm in accordance with the fair value standard set forth in ASC 820-10-35-37, “Fair Value Measurement” |
NOTE 12 - SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 12 - SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events for the period of December 31, 2020 through the date the financial statements were issued and concluded there were no items that required recognition or disclosure in its financial statements. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Loss Per Share | Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding during the periods presented. At December 31, 2020 and 2019, the Company had warrants outstanding that are exercisable into 42,857 shares of common stock, and convertible debt outstanding that is convertible into 219,383 shares of common stock. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses. Year Ended Loss (Numerator) Shares (Denominator) Per Share Amount December 31, 2020 $ (164,621) 7,361,005 $ (0.02) December 31, 2019 $ (295,395) 7,301,279 $ (0.04) |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Schedule of Earnings per Share (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Schedule of Earnings per Share | Year Ended Loss (Numerator) Shares (Denominator) Per Share Amount December 31, 2020 $ (164,621) 7,361,005 $ (0.02) December 31, 2019 $ (295,395) 7,301,279 $ (0.04) |
NOTE 2 - SIGNIFICANT ACCOUNTI_4
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Estimates (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Estimates | Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 - SIGNIFICANT ACCOUNTI_5
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, inventory and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. |
NOTE 2 - SIGNIFICANT ACCOUNTI_6
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Recently-Issued Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Recently-Issued Pronouncements | Recently-Issued Pronouncements - We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2020 and 2019. |
NOTE 2 - SIGNIFICANT ACCOUNTI_7
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Long-lived Assets | Long-lived Assets - The Company’s long lived assets are recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
NOTE 2 - SIGNIFICANT ACCOUNTI_8
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Concentration of Risk (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Concentration of Risk | Concentration of Risk - Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2020 and 2019, the Company has no cash in excess of insured limits. |
NOTE 2 - SIGNIFICANT ACCOUNTI_9
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition - The Company will determine its revenue recognition policy in accordance with ASC 606 “Revenue from Contracts with Customers” |
NOTE 2 - SIGNIFICANT ACCOUNT_10
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
NOTE 2 - SIGNIFICANT ACCOUNT_11
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Inventory | Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles (Note 3), and is held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of December 31, 2020 and 2019, the Company had finished goods inventory on-hand totaling $80,404. As of December 31, 2019, the Company had not received all the inventory acquired in the acquisition and therefore recorded an impairment loss on prepaid inventory of $69,530 due to the unlikelihood of ever receiving the inventory. |
NOTE 2 - SIGNIFICANT ACCOUNT_12
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Intangibles (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Intangibles | Intangibles - The Company accounts for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” No impairment was noted on the Tequila Alebrijes brand name and property rights (indefinite-lived intangible assets) during the year ended December 31, 2020 (Note 3). |
NOTE 4 - INCOME TAXES_ Income T
NOTE 4 - INCOME TAXES: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Income Taxes | Income Taxes - The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 basis. 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. |
NOTE 4 - INCOME TAXES_ Schedule
NOTE 4 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of December 31, 2020 and 2019: 2020 2019 Deferred tax assets: $ 313,000 $ 278,000 (313,000) (278,000) Net deferred tax asset $ - $ - |
NOTE 4 - INCOME TAXES_ Schedu_2
NOTE 4 - INCOME TAXES: Schedule of Income before Income Tax, Domestic and Foreign (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Income before Income Tax, Domestic and Foreign | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the years ended December 31, 2020 and 2019 due to the following: 2020 2019 Current Federal Tax (21%) $ 35,000 $ 62,000 Change in valuation allowance (35,000) (62,000) $ - $ - |
NOTE 7 - CONVERTIBLE PROMISSO_2
NOTE 7 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES: Schedule of promissory notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of promissory notes | The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at December 31, 2020 and 2019 as follows: Note (A) Principal Less Debt Discount Plus Premium Net Note Balance Accrued Interest December 31, 2020 $ 290,000 (1) $ - $ - $ 290,000 $ 107,266 December 31, 2019 $ 290,000 (1) $ - $ - $ 290,000 $ 27,596 |
NOTE 8 - CONVERTIBLE NOTES AN_2
NOTE 8 - CONVERTIBLE NOTES AND LOANS PAYABLE - RELATED PARTIES: Schedule of Debt Conversions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Debt Conversions | Convertible notes and loans payable – related parties consisted of the following: December 31, 2020 December 31, 2019 Loans payable to related parties, interest at 12% per annum, due on demand 180,963 145,413 Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share 55,000 55,000 Total Convertible Notes and Loans Payable – Related Parties 235,963 200,413 Less: Current Portion (235,963) (200,413) Long-Term Convertible Notes and Loans Payable – Related Parties $ $ |
NOTE 9 - NOTES PAYABLE_ Schedul
NOTE 9 - NOTES PAYABLE: Schedule of note payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of note payable | Notes payable consisted of the following: December 31, 2020 December 31, 2019 Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured $ 10,000 $ 10,000 Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019, unsecured 30,000 30,000 Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021, unsecured 5,000 - Total Notes Payable 45,000 40,000 Less: Current Portion (45,000) (40,000) Long-Term Notes Payable $ - $ - |
NOTE 1 - ORGANIZATION (Details)
NOTE 1 - ORGANIZATION (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Details | ||
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
NOTE 2 - SIGNIFICANT ACCOUNT_13
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Schedule of Earnings per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Net loss | $ (164,621) | $ (295,395) |
Shares (Denominator) | 7,361,005 | 7,301,279 |
Per Share Amount | $ (0.02) | $ (0.04) |
NOTE 2 - SIGNIFICANT ACCOUNT_14
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Inventory | $ 80,404 | $ 80,404 |
Other Nonoperating Expense | $ 0 | $ 69,530 |
NOTE 3 - ACQUSITION OF ASSETS (
NOTE 3 - ACQUSITION OF ASSETS (Details) - Human Brands International Inc | Sep. 28, 2018USD ($)shares |
Payments to Acquire Businesses, Gross | $ 50,000 |
Business Acquisition, Transaction Costs | 425,000 |
Inventory, Gross | 150,000 |
Inventory, Finished Goods, Gross | 80,470 |
Inventory, Raw Materials, Gross | 69,530 |
Intangible Assets, Gross (Excluding Goodwill) | $ 275,000 |
Common Stock, Voting Rights | HBI has transferred 296,154 of its shares to another other shareholders, thereby reducing HBI’s ownership percentage to 44% (3,203,846 shares) as of the date of this filing |
Common Stock | |
Due to Other Related Parties, Current | $ 3,500,000 |
Stock Issued During Period, Value, Acquisitions | $ 375,000 |
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | shares | 300,000 |
NOTE 4 - INCOME TAXES (Details)
NOTE 4 - INCOME TAXES (Details) | Dec. 31, 2020USD ($) |
Details | |
Operating Loss Carryforwards | $ 1,488,700 |
NOTE 4 - INCOME TAXES_ Schedu_3
NOTE 4 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Details | ||
NOL Carryover | $ 313,000 | $ 278,000 |
Valuation allowance | (313,000) | (278,000) |
Net deferred tax asset | $ 0 | $ 0 |
NOTE 4 - INCOME TAXES_ Schedu_4
NOTE 4 - INCOME TAXES: Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Current Federal Tax (21%) | $ 35,000 | $ 62,000 |
Change in valuation allowance | $ (35,000) | $ (62,000) |
NOTE 6 -RELATED PARTY LOANS A_2
NOTE 6 -RELATED PARTY LOANS AND OTHER TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from loans payable - related parties | $ 35,550 | $ 9,750 |
Interest Expense | 107,785 | 88,012 |
Loans payable - related parties | 180,963 | 145,413 |
Principle | ||
Interest Expense | 19,750 | 12,354 |
Loans payable - related parties | 180,963 | 145,413 |
Interest | ||
Loans payable - related parties | $ 44,200 | 18,530 |
Related Parties | ||
Debt Instrument, Interest Rate Terms | These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company | |
Loans payable - related parties | $ 180,963 | 145,413 |
Director 1 | ||
Operating Leases, Future Minimum Payments Due | 500 | |
Operating Lease, Expense | $ 6,000 | $ 6,000 |
NOTE 7 - CONVERTIBLE PROMISSO_3
NOTE 7 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES: Schedule of promissory notes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued interest | $ 116,074 | $ 34,639 |
Promissory Note | ||
Debt Instrument, Face Amount | 290,000 | 290,000 |
Debt Instrument, Unamortized Premium | 0 | 0 |
Long-term Debt, Gross | 290,000 | 290,000 |
Accrued interest | $ 107,266 | $ 27,596 |
NOTE 7 - CONVERTIBLE PROMISSO_4
NOTE 7 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES (Details) - USD ($) | Sep. 24, 2018 | Mar. 01, 2014 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 342 | $ 163 | $ 121,739 | ||
Inventory | 80,404 | 80,404 | |||
Intangible assets | 275,000 | 275,000 | |||
TOTAL ASSETS | 355,746 | 355,567 | |||
Amortization to additional paid-in capital of premium on convertible note payable | 0 | 219,998 | |||
Amortization of Debt Discount (Premium) | 0 | 17,812 | |||
Accrued interest - related parties | 78,881 | 52,532 | |||
Warrant | |||||
Amortization of Debt Discount (Premium) | $ 67,292 | ||||
Stock Issued During Period, Shares, New Issues | 42,857 | ||||
Extended Product Warranty Description | exercisable immediately at a fixed exercise price of $3.50 with an expiration date of September 24, 2023. | ||||
Warrants and Rights Outstanding | $ 86,750 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black Scholes Options Pricing Model | ||||
Share Price | $ 3.65 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.50 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 3.87% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.96% | ||||
Repayments of Convertible Debt | $ 10,000 | ||||
Debt Conversion, Original Debt, Amount | $ 12,600 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 30,000 | ||||
Note 1 | |||||
Debt Instrument, Face Amount | $ 300,000 | ||||
Debt Instrument, Payment Terms | maturing on September 24, 2019, and a stated interest of 10% to a third-party investor. The default interest rate of 24% has been in effect since the September 24, 2019 maturity date lapsed | ||||
Proceeds from Issuance of Debt | $ 276,250 | ||||
Debt Instrument, Unamortized Discount | $ 23,750 | ||||
Debt Instrument, Convertible, Associated Derivative Transactions, Description | the Company recorded a premium on the note of $299,998 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $1.825 per share (50% of the lowest trading price during the 25 days preceding the note's issuance), which computed to 164,383 shares of ‘if-converted’ common stock with a redemption value of $599,998 due to $3.65 per share fair market value of the Company's stock on the note's date of issuance | ||||
Note 2 | |||||
Debt Instrument, Face Amount | $ 40,000 | ||||
Debt Instrument, Payment Terms | The Convertible Notes had a term of one year expiring March 2015, and are now payable on demand, and accrue interest at the rate of 12% per annum | ||||
Debt Conversion, Original Debt, Amount | $ 10,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000 | 5,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Company’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share | ||||
Due from Related Parties, Current | $ 55,000 | $ 55,000 | |||
Accrued interest - related parties | $ 34,681 | $ 28,081 |
NOTE 8 - CONVERTIBLE NOTES AN_3
NOTE 8 - CONVERTIBLE NOTES AND LOANS PAYABLE - RELATED PARTIES: Schedule of Debt Conversions (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Loans payable - related parties | $ 180,963 | $ 145,413 |
Convertible notes payable - related parties | 55,000 | |
Related Parties | ||
Loans payable - related parties | 180,963 | 145,413 |
Convertible notes payable - related parties | 55,000 | 55,000 |
Total Convertible Notes and Loans Payable - Related Parties | 235,963 | 200,413 |
Less: Current Portion | (235,963) | (200,413) |
Long-Term Convertible Notes and Loans Payable - Related Parties | $ 0 | $ 0 |
NOTE 8 - CONVERTIBLE NOTES AN_4
NOTE 8 - CONVERTIBLE NOTES AND LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued interest - related parties | $ 78,881 | $ 52,532 |
Related Parties | ||
Accrued interest - related parties | $ 78,881 | $ 52,532 |
NOTE 9 - NOTES PAYABLE_ Sched_2
NOTE 9 - NOTES PAYABLE: Schedule of note payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total Notes Payable | $ 45,000 | $ 40,000 |
Less: Current Portion | (45,000) | (40,000) |
Long-Term Notes Payable | 0 | 0 |
Series 1 | ||
Notes Payable | 10,000 | 10,000 |
Series 2 | ||
Notes Payable | 30,000 | 30,000 |
Series 3 | ||
Notes Payable | $ 5,000 | $ 0 |
NOTE 9 - NOTES PAYABLE (Details
NOTE 9 - NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Interest Expense | $ 107,785 | $ 88,012 | |
Series | |||
Interest Expense | $ 5,191 | 8,808 | |
Interest Payable, Current | $ 4,200 | $ 4,700 | $ 4,200 |
NOTE 10 - COMMITMENTS AND CON_2
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - Auctus | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Long-term Debt, Gross | $ 490,767 |
Principle | |
Long-term Debt, Gross | 300,000 |
Interest | Series 1 | |
Long-term Debt, Gross | 12,178 |
Interest | Series 2 | |
Debt Related Commitment Fees and Debt Issuance Costs | $ 163,589 |
NOTE 11 - EQUITY TRANSACTIONS (
NOTE 11 - EQUITY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 7,361,005 | 7,361,005 |
Common Stock, Shares, Issued | 7,361,005 | 7,361,005 |
Common stock issued for services | $ 0 | $ 15,000 |
Common stock issued for conversion of debt | $ 12,600 | |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Repayments of Notes Payable | $ 0 | $ 10,000 |
Note 2 | ||
Debt Conversion, Converted Instrument, Shares Issued | 5,000 | 5,000 |
Series D Preferred Stock | ||
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Common Stock | ||
Common stock issued for services, shares | 50,000 | |
Common stock issued for services | $ 50 | |
Common stock issued for conversion of debt, shares | 30,000 | |
Common stock issued for conversion of debt | $ 30 | |
Preferred Stock | ||
Common stock issued for services | 0 | |
Common stock issued for conversion of debt | $ 0 | |
Stock Issued | $ 228 | |
Gain (Loss) on Extinguishment of Debt | $ 9,772 |