Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24115 | |
Entity Registrant Name | REAL BRANDS INC. | |
Entity Central Index Key | 0001084133 | |
Entity Tax Identification Number | 40-0014655 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 12 Humbert Street | |
Entity Address, City or Town | North Providence | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02911 | |
City Area Code | 617 | |
Local Phone Number | 803-0004 | |
Security Exchange Name | NONE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,690,640,226 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 22,422 | $ 79,345 |
Accounts receivables | ||
Total current assets | 22,422 | 79,345 |
Deposits | 530 | 530 |
Property and equipment - net of depreciation | 1,054,644 | 1,075,262 |
Investment Boh Bah Inc. | 125,000 | 125,000 |
TOTAL ASSETS | 1,202,596 | 1,280,137 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 550,905 | 550,851 |
Accrued expenses related party | 996,961 | 930,930 |
Loan payable | 215,672 | 215,672 |
Loan payable related party | 394,105 | 394,105 |
Convertible note payable related party | 300,000 | 300,000 |
Notes payable | 43,003 | 43,003 |
Contingent liabilities | 45,625 | 45,625 |
TOTAL CURRENT LIABILITIES | 2,571,311 | 2,505,226 |
LONG TERM LIABILITIES | ||
Mortgage payable long term | 72,505 | 78,718 |
Total Long Term Liabilities | 72,505 | 78,718 |
TOTAL LIABILITIES | 2,643,816 | 2,583,946 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $.001 par value; 3,998,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,690,640,226 shares issued and outstanding as of March 31, 2024 and December 31, 2023. | 2,690,640 | 2,690,640 |
Common stock subscribed, 6,806,011 shares at March 31, 2024 and December 31, 2023. | 96,403 | 96,403 |
Additional paid-in capital | 9,830,710 | 9,816,056 |
Accumulated deficit | (14,058,973) | (13,906,906) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,441,220) | (1,303,807) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,202,596 | $ 1,280,137 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock. par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,998,000,000 | 3,998,000,000 |
Common stock, shares issued | 2,690,640,226 | 2,690,640,226 |
Common stock, shares outstanding | 2,690,640,226 | 2,690,640,226 |
Common stock, shares subscribed | 6,806,011 | 6,806,011 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUE: | ||
Revenues | $ 22,247 | |
Total revenue | 22,247 | |
Cost of goods sold | 18,000 | |
Gross profit (loss) | 4,247 | |
OPERATING EXPENSES: | ||
General and administrative | 50,948 | 630,534 |
Professional fees | 19,400 | 13,000 |
Payroll and related | 44,036 | 81,061 |
Total operating expenses | 114,384 | 724,596 |
Operating loss | (114,384) | (720,348) |
OTHER INCOME (EXPENSES): | ||
Depreciation expense | (20,618) | (20,618) |
Interest expense | (17,065) | (11,611) |
Total other (expenses) income | (37,683) | (32,228) |
LOSS FROM OPERATIONS | (152,067) | (752,577) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (152,067) | $ (752,577) |
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS ** | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING | 2,690,640,226 | 2,690,640,226 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Common Stock Subcribed [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 2,690,640 | $ 96,403 | $ 9,034,617 | $ (12,574,555) | $ (752,895) |
Beginning balance, Common stock, shares at Dec. 31, 2022 | 2,690,640,226 | ||||
Issuance of stock options | 595,445 | 595,445 | |||
Net loss | (752,577) | (752,577) | |||
Ending balance, value at Mar. 31, 2023 | $ 2,690,640 | 96,403 | 9,630,062 | (13,327,132) | (910,027) |
Ending balance, Common stock, shares at Mar. 31, 2023 | 2,690,640,226 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 2,690,640 | 96,403 | 9,816,056 | (13,906,906) | $ (1,303,807) |
Beginning balance, Common stock, shares at Dec. 31, 2023 | 2,690,640,226 | 2,690,640,226 | |||
Issuance of stock options | 14,654 | $ 14,654 | |||
Net loss | (152,067) | (152,067) | |||
Ending balance, value at Mar. 31, 2024 | $ 2,690,640 | $ 96,403 | $ 9,830,710 | $ (14,058,973) | $ (1,441,220) |
Ending balance, Common stock, shares at Mar. 31, 2024 | 2,690,640,226 | 2,690,640,226 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (152,067) | $ (752,577) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Option expense | 14,654 | 595,445 |
Warrant expense | ||
Stock based compensation | ||
Depreciation expense | 20,618 | 20,618 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 750 | |
Accounts payable and accrued expenses | 66,085 | 70,338 |
Net cash used in operating activities | (50,710) | (65,426) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loan payable related party | 72,000 | |
Repayment of mortgage payable | (6,213) | (5,865) |
Net cash used in financing activities | (6,213) | 66,135 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (56,923) | 708 |
CASH AND CASH EQUIVALENTS, beginning of period | 79,345 | 2,845 |
CASH AND CASH EQUIVALENTS, end of period | 22,422 | 3,553 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,572 | 1,920 |
Cash paid for income taxes |
ORGANIZATION, BACKGROUND, AND B
ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION Real Brands, Inc. (“Real Brands” or the “Company”), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under the name Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its name to Global Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB. On October 22, 2013, the Company changed its name to Real Brands, Inc. The Financial Industry Regulatory Authority (“FINRA”) approved Real Brands’ corporate actions regarding its name change and its new stock symbol request and approved Real Brands’ 150:1 Reverse Stock Split On October 22, 2020, the majority of the shareholders of the Company, by written consent, agreed to a “reverse triangular” merger with CASH Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware corporation (“CASH”), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH Acquisition Corp. Real Brands’ name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands. The merger was accounted for as a reverse merger, whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of CASH prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements. Going concern The ability of the Company to obtain necessary financing to build its sales, brand, marketing and distribution and fund ongoing operating expenses is uncertain. The ability of the Company to generate sales revenue to offset the expenses and obtain profitability is uncertain. The Company had a net loss of $152,067 $752,577 Liquidity As of March 31, 2024, the Company had cash and cash equivalents of a $22,422 $79,345 $2,548,889 $2,425,811 $123,008 • The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them, if and when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing. • The Company plans on increased sales of its products in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash. • The Company plans on increasing sales by acquiring additional products, either through the acquisition of other companies and/or through the acquisition of licenses to additional products. However, there can be no assurances that such acquisitions can be made and even if made, that sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the accrual basis of accounting. These financial statements are presented in U.S. dollars and are prepared on a historical cost basis, except for certain financial instruments which are carried at fair value. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2023 in the Form 10-K filed on April 1, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the Form 10-K have been omitted. Principles of Consolidation The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH which is a wholly owned subsidiary of Real Brands and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH. All significant intercompany accounts and transactions have been eliminated. Use of estimates and judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as its only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a processing facility. The purchase price of the building was 2 million $189,916 $475,000 15 $7,521 Building improvements are being depreciated over 15 $13,097 Total depreciation expense for the three months ended March 31, 2024 was $20,618 Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers (“ASC 606”), which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended March 31, 2024 and 2023, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 352,891,447 42,639,222 300,173,307 30,622,108 Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of March 31, 2024, no derivative liabilities are recorded. Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2023. Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” |
ACCOUNTS RECEIVABLES AND ALLOWA
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS At March 31, 2024 the Company has no |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment are comprised of a building, land, building improvements and furniture and equipment. The building and land were appraised at $475,000 15 $7,521 Building improvements are being depreciated over 15 $13,097 Total depreciation expense for the three months ended March 31, 2024 was $20,618 March 31, December 31, 2024 2023 Building $ 475,000 $ 475,000 Building Improvements 785,823 785,823 Gross fixed assets 1,260,823 1,260,823 Less: Accumulated Depreciation (206,178 ) (185,560 ) Less: Impairments — — Net Fixed Assets $ 1,054,644 $ 1,075,262 |
INVESTMENT IN BOH BAH INC.
INVESTMENT IN BOH BAH INC. | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN BOH BAH INC. | NOTE 5. INVESTMENT IN BOH BAH INC. On July 17, 2023, the Company purchased 2,206 125,000 2% 3% 3 years 6,618 2,206 20 days None |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include normal operating expenses, professional fees and costs remaining to be paid for the build out of the new facility. Included in accrued expenses is a balance for ATS Indian Trace, LLC. ATS Indian Trace, LLC v. the Company was a civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a (default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $71,069 Schedule of Accounts Payable and Accrued Liabilities March 31, December 31, 2024 2023 Accounts payable $ 131,294 $ 140,769 Accrued expenses 387,655 392,278 Accrued interest 31,200 17,332 Credit cards payable 756 472 Total accounts payable and accrued expenses $ 550,905 $ 550,851 |
ACCRUED EXPENSES _ RELATED PART
ACCRUED EXPENSES – RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES – RELATED PARTY | NOTE 7. ACCRUED EXPENSES – RELATED PARTY At March 31, 2024, accrued expenses related parties was $996,961 Such amount included, to its CEO, Thom Kidrin, $636,058 $65,347 $394,105 $100,000 $63,467 $200,000 $225,000 $7,000 |
MORTGAGE PAYABLE
MORTGAGE PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
MORTGAGE PAYABLE | NOTE 8. MORTGAGE PAYABLE As of March 31, 2024, the following mortgage was outstanding: Loan payable Accrued interest Mortgage payable (6.31%) 97,545 — Total $ 97,545 $ — Interest expense related to the mortgage payable amounted to $1,572 |
LOAN PAYABLE _ RELATED PARTY
LOAN PAYABLE – RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Related Party [Member] | |
Related Party Transaction [Line Items] | |
LOAN PAYABLE – RELATED PARTY | NOTE 9. LOAN PAYABLE – RELATED PARTY A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7 $394,105 $62,753 |
LOAN PAYABLE
LOAN PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Loan Payable | |
LOAN PAYABLE | NOTE 10. LOAN PAYABLE A loan was provided by Providence Capital at an interest rate of 7 $215,672 $17,113 |
CONVERTIBLE NOTES PAYABLE - REL
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY The Company has issued a convertible note payable related party in the amount of $200,000 7 $0.50 1 two one million $0.01 As of March 31, 2024, the Company incurred $63,467 The Company has issued a second convertible note payable related party in the amount of $100,000 7 $0.01 As of March 31, 2024, the Company incurred $2,683 |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDER’S EQUITY | NOTE 12. STOCKHOLDER’S EQUITY Common Stock The Company did not issue any equity during the three months ended March 31, 2024. As of March 31, 2024, the Company had 2,690,640,226 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
STOCK OPTIONS | NOTE 13. STOCK OPTIONS In March 2024, each non-employee director was granted, as compensation for serving as a director, five-year non-qualified stock options to purchase 6,143,628 2,000,000 38,861,768 $0.0035 In March 2024 as consideration for deferring his compensation over the last two years, Chris Ryan, the CFO, was granted five-year non-qualified stock options to purchase 20,000,000 $0.0035 In March 2023, for each of the years 2021, 2022 and 2023, for which no compensation was given to the directors, each non-employee director was granted, as compensation for serving as a director, five-year non-qualified stock options to purchase 6,143,628 500,000 94,654,420 $0.007 In March 2023 as consideration for deferring his compensation over the last two years, Thom Kidrin, the Chairman and CEO, was granted five-year non-qualified stock options to purchase 50,000,000 $0.007 During the three months ended March 31, 2023, the Company expensed stock-based compensation in the amount of $595,445 The Company has outstanding the following stock options as of March 31, 2024. Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ $ 0.007 144,654,420 3.97 $ $ 0.011 4,000,000 1 $ $ 0.0267 6,143,628 0.75 $ $ 0.0267 92,154,421 1.5 $ $ 0.0267 46,077,210 1.58 $ 0.01 1,000,000 1.54 $ $ 0.0035 58,861,768 4.93 Total 352,891,447 Exercisable $ $ 0.007 144,654,420 3.97 $ $ 0.011 4,000,000 1 $ $ 0.0267 6,143,628 0.75 $ $ 0.0267 92,154,421 1.5 $ $ 0.0267 46,077,210 1.58 $ $ 0.01 1,000,000 1.54 Total 294,029,679 During the three months ended March 31, 2024, the Company recorded a stock option expense of $ 14,654 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES The Company is committed to an employment agreement with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment agreement provides for a base salary of $175,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 15. SUBSEQUENT EVENTS On April 26, 2024 the company entered into an asset purchase agreement to acquire substantially all of the assets of Vapor Sharkfrom Turning Point Brands, Inc., a Delaware corporation and a shareholder of the Company, for a purchase price of 25,000,000 stock options at an exercise price at the volume weighted average price of the Company’s common stock for the 30 days prior to the announcement of the transaction. The term of the option is 5 years On May 1, 2024, Peter Christos resigned from the Company’s Board of Directors for personal reasons. His decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On May 3, 2024, Dr. Richard Goldberg was added to the Board of Directors. The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the accrual basis of accounting. These financial statements are presented in U.S. dollars and are prepared on a historical cost basis, except for certain financial instruments which are carried at fair value. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2023 in the Form 10-K filed on April 1, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the Form 10-K have been omitted. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH which is a wholly owned subsidiary of Real Brands and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates and judgments | Use of estimates and judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. |
Accounting standard updates | Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. |
Segment Reporting | Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. |
Inventory | Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. |
Property and Equipment | Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as its only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a processing facility. The purchase price of the building was 2 million $189,916 $475,000 15 $7,521 Building improvements are being depreciated over 15 $13,097 Total depreciation expense for the three months ended March 31, 2024 was $20,618 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers (“ASC 606”), which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. |
Beneficial Conversion Features of Convertible Securities | Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. |
Derivatives | Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended March 31, 2024 and 2023, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 352,891,447 42,639,222 300,173,307 30,622,108 |
Treasury Stock | Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of March 31, 2024, no derivative liabilities are recorded. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. |
Uncertain Tax Positions | Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2023. |
Income Taxes | Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | March 31, December 31, 2024 2023 Building $ 475,000 $ 475,000 Building Improvements 785,823 785,823 Gross fixed assets 1,260,823 1,260,823 Less: Accumulated Depreciation (206,178 ) (185,560 ) Less: Impairments — — Net Fixed Assets $ 1,054,644 $ 1,075,262 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Schedule of Accounts Payable and Accrued Liabilities March 31, December 31, 2024 2023 Accounts payable $ 131,294 $ 140,769 Accrued expenses 387,655 392,278 Accrued interest 31,200 17,332 Credit cards payable 756 472 Total accounts payable and accrued expenses $ 550,905 $ 550,851 |
MORTGAGE PAYABLE (Tables)
MORTGAGE PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
As of March 31, 2024, the following mortgage was outstanding: | As of March 31, 2024, the following mortgage was outstanding: Loan payable Accrued interest Mortgage payable (6.31%) 97,545 — Total $ 97,545 $ — |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Stock Options | Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ $ 0.007 144,654,420 3.97 $ $ 0.011 4,000,000 1 $ $ 0.0267 6,143,628 0.75 $ $ 0.0267 92,154,421 1.5 $ $ 0.0267 46,077,210 1.58 $ 0.01 1,000,000 1.54 $ $ 0.0035 58,861,768 4.93 Total 352,891,447 Exercisable $ $ 0.007 144,654,420 3.97 $ $ 0.011 4,000,000 1 $ $ 0.0267 6,143,628 0.75 $ $ 0.0267 92,154,421 1.5 $ $ 0.0267 46,077,210 1.58 $ $ 0.01 1,000,000 1.54 Total 294,029,679 |
ORGANIZATION, BACKGROUND, AND_2
ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 23, 2013 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Company reverse split | 150:1 Reverse Stock Split | |||
Net loss | $ 152,067 | $ 752,577 | ||
Cash Equivalents, at Carrying Value | 22,422 | $ 79,345 | ||
Banking Regulation, Total Capital, Actual | 2,548,889 | $ 2,425,811 | ||
[custom:CapitalIncreaseDecrease-0] | $ 123,008 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 26, 2024 | Oct. 01, 2021 | Feb. 15, 2020 | |
Accounting Policies [Abstract] | |||||
Shares amount of purchase | 2,000,000 | ||||
Assumption mortgage | $ 189,916 | ||||
Building and Land appraisal | $ 475,000 | ||||
Years of building depreciation | 15 years | ||||
Depreciation expense building | $ 7,521 | ||||
Depreciation expense on building improvments | 13,097 | ||||
Total depreciation expense | $ 20,618 | $ 20,618 | |||
Potential dilutive options | 352,891,447 | 300,173,307 | 25,000,000 | ||
Convertible securities | 42,639,222 | 30,622,108 | |||
Realized ultimate settlement | 50% |
ACCOUNTS RECEIVABLES AND ALLO_2
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details Narrative) | Mar. 31, 2024 USD ($) |
Accounts Receivables [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts receivables | $ 0 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Building | $ 475,000 | $ 475,000 |
Building Improvements | 785,823 | 785,823 |
Gross fixed assets | 1,260,823 | 1,260,823 |
Less: Accumulated Depreciation | (206,178) | (185,560) |
Less: Impairments | ||
Net Fixed Assets | $ 1,054,644 | $ 1,075,262 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Oct. 01, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Building and land appraised | $ 475,000 | ||
Depreciated time | 15 years | ||
Depreciation expense building | $ 7,521 | ||
Depreciation expense on building improvments | 13,097 | ||
Total depreciation expense | $ 20,618 | $ 20,618 |
INVESTMENT IN BOH BAH INC. (Det
INVESTMENT IN BOH BAH INC. (Details Narrative) - USD ($) | 9 Months Ended | |||||
Jul. 12, 2023 | Sep. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 17, 2023 | Jul. 11, 2023 | |
Number of shares purchased on investment | 2,206 | |||||
Investment in Boh Bah Inc | $ 125,000 | $ 125,000 | $ 125,000 | |||
Investment percentage of the Boh Bah Inc | 2% | |||||
Company granted distribution | 3% | |||||
Line contribution period | 3 years | |||||
Days warrants expire | 20 days | |||||
Warrants exercised | 0 | |||||
Boh Bah [Member] | ||||||
Number of warrants to purchase | 6,618 | |||||
Number of warrants to expire | 2,206 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 131,294 | $ 140,769 |
Accrued expenses | 387,655 | 392,278 |
Accrued interest | 31,200 | 17,332 |
Credit cards payable | 756 | 472 |
Total accounts payable and accrued expenses | $ 550,905 | $ 550,851 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) | Nov. 19, 2015 USD ($) |
Payables and Accruals [Abstract] | |
Final Judgement | $ 71,069 |
ACCRUED EXPENSES _ RELATED PA_2
ACCRUED EXPENSES – RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accrued expenses related parties | $ 996,961 | |
Additional accrued interest | 62,753 | |
Principal balance on loan | 394,105 | $ 394,105 |
Convertible note from Worlds Inc | 200,000 | |
Worlds Inc [Member] | ||
Additional accrued interest | 63,467 | |
Chief Executive Officer [Member] | ||
Additional owed to CFO | 636,058 | |
Additional accrued interest | 65,347 | |
Principal balance on loan | 394,105 | |
Convertible note CEO | 100,000 | |
Chief Financial Officer [Member] | ||
Additional owed to CFO | 225,000 | |
Dr Rammal [Member] | ||
Additional owed to Dr. Rammal | $ 7,000 |
As of March 31, 2024, the follo
As of March 31, 2024, the following mortgage was outstanding: (Details) | Mar. 31, 2024 USD ($) |
Mortgage Payable [Member] | |
Debt Instrument [Line Items] | |
Mortgage payable (6.31%) | $ 97,545 |
Total | 97,545 |
Accured Interest [Member] | |
Debt Instrument [Line Items] | |
Mortgage payable (6.31%) | |
Total |
MORTGAGE PAYABLE (Details Narra
MORTGAGE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 1,572 | $ 1,920 |
LOAN PAYABLE _ RELATED PARTY (D
LOAN PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 15, 2021 | |
Interest rate | 700% | 700% | |
Loan balance of loan from CEO | $ 394,105 | $ 394,105 | |
Accrued interest CEO loan | $ 62,753 | ||
Chief Executive Officer [Member] | |||
Interest rate | 700% | ||
Loan balance of loan from CEO | $ 394,105 | ||
Accrued interest CEO loan | $ 65,347 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 15, 2021 | |
Schedule of Investments [Line Items] | |||
Interest rate | 700% | 700% | |
Accrued interest | $ 31,200 | $ 17,332 | |
Accrued interest CEO loan | 62,753 | ||
Providence Capital [Member] | |||
Schedule of Investments [Line Items] | |||
Accrued interest | 215,672 | ||
Accrued interest CEO loan | $ 17,113 |
CONVERTIBLE NOTES PAYABLE - R_2
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Nov. 15, 2025 | Oct. 15, 2021 | |
Schedule of Investments [Line Items] | |||
Note payable related party | $ 200,000 | ||
Convertible note annual interest rate second loan | 700% | 700% | |
Conversion price on CEO second note | $ 0.01 | $ 0.50 | |
Related party percentage own - note conversion | 100% | ||
Extended maturity of loan | 2 years | ||
Company issuing warrants | 1,000,000 | ||
Warrants Purchase Price | $ 0.01 | ||
Additional accrued interest | $ 62,753 | ||
Chief Executive Officer [Member] | |||
Schedule of Investments [Line Items] | |||
Note payable related party | $ 100,000 | ||
Convertible note annual interest rate second loan | 700% | ||
Additional accrued interest | $ 65,347 | ||
Interest expense on second note | 2,683 | ||
Worlds Inc [Member] | |||
Schedule of Investments [Line Items] | |||
Additional accrued interest | $ 63,467 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Equity [Abstract] | ||
Common stock outstanding | 2,690,640,226 | 2,690,640,226 |
Schedule of Stock Options (Deta
Schedule of Stock Options (Details) | Mar. 31, 2024 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Total option/warrants outstanding | 352,891,447 |
Total option/warrant exercisable | 294,029,679 |
Outstanding 1 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.007 |
Shares Under Option/warrant | 144,654,420 |
Remaining Life in Years | 3.97 |
Outstanding 2 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 1 |
Outstanding 3 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 6,143,628 |
Remaining Life in Years | 0.75 |
Outstanding 4 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 1.5 |
Outstanding 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 1.58 |
Outstanding 6 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.01 |
Shares Under Option/warrant | 1,000,000 |
Remaining Life in Years | 1.54 |
Outstanding 7 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0035 |
Shares Under Option/warrant | 58,861,768 |
Remaining Life in Years | 4.93 |
Exercisable 1 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.007 |
Shares Under Option/warrant | 144,654,420 |
Remaining Life in Years | 3.97 |
Exercisable 2 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 1 |
Exercisable 3 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 6,143,628 |
Remaining Life in Years | 0.75 |
Exercisable 4 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 1.5 |
Exercisable 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 1.58 |
Exercisable 6 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.01 |
Shares Under Option/warrant | 1,000,000 |
Remaining Life in Years | 1.54 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 26, 2024 | |
Option Indexed to Issuer's Equity [Line Items] | ||||
Option Indexed to Issuer's Equity, Indexed Shares | 352,891,447 | 300,173,307 | 25,000,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 2,000,000 | 500,000 | ||
Total options granted | 38,861,768 | 94,654,420 | ||
Exercise price | $ 0.0035 | $ 0.007 | $ 0.007 | |
Stock option expense | $ 14,654 | $ 595,445 | ||
Director [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Option Indexed to Issuer's Equity, Indexed Shares | 6,143,628 | 6,143,628 | ||
Chief Financial Officer [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Option Indexed to Issuer's Equity, Indexed Shares | 20,000,000 | |||
Board of Directors Chairman [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Option Indexed to Issuer's Equity, Indexed Shares | 50,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Nov. 26, 2019 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Based salary | $ 175,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Apr. 26, 2024 | Mar. 31, 2024 | Mar. 31, 2023 |
Subsequent Events | |||
Asset purchase for options | 25,000,000 | 352,891,447 | 300,173,307 |
Options pricing and terms | stock options at an exercise price at the volume weighted average price of the Company’s common stock for the 30 days prior to the announcement of the transaction. The term of the option is 5 years |