Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34861 | |
Entity Registrant Name | SENTIENT BRANDS HOLDINGS INC. | |
Entity Central Index Key | 0001358633 | |
Entity Tax Identification Number | 86-3765910 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 590 Madison Avenue | |
Entity Address, Address Line Two | 21st Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 202-2897 | |
Entity 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 | 52,420,387 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 1,307 | $ 96,198 |
Inventory | 238,016 | 258,781 |
TOTAL CURRENT ASSETS | 239,323 | 354,979 |
FIXED ASSETS (net of Depreciation) | 28,590 | 31,783 |
TOTAL ASSETS | 267,913 | 386,762 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 473,587 | 186,528 |
Notes Payable | 430,871 | 258,292 |
Convertible notes payable | 869,364 | 876,363 |
TOTAL CURRENT LIABILITIES | 1,773,822 | 1,321,183 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred Stock – Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 1,000 | 1,000 |
Common Stock – Par Value of $0.001; 500,000,000 shares authorized; 52,420,387 and 51,920,387 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 52,421 | 51,921 |
Additional paid-in capital | 1,359,249 | 1,333,567 |
Accumulated deficit | (2,918,579) | (2,320,909) |
TOTAL STOCKHOLDERS’ DEFICIENCY | (1,505,909) | (934,421) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIENCY | $ 267,913 | $ 386,762 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 52,420,387 | 51,920,387 |
Common stock, shares outstanding | 52,420,387 | 51,920,387 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 553 | $ 125 | ||
Cost of sales | 4,323 | 23 | ||
Gross profit (loss) | (3,770) | 102 | ||
Operating expenses: | ||||
Advertising and marketing | 4,462 | 43,075 | 12,800 | |
General and administrative | 4,984 | 25,264 | 24,871 | 35,748 |
Legal and professional | 32,816 | 104,499 | 343,855 | 250,376 |
Office rent | 366 | 824 | ||
Management fees | 21,000 | 69,000 | 63,000 | |
Product development cost | 268 | 3,153 | ||
Interest expenses | 43,066 | 19,575 | 113,098 | 38,841 |
TOTAL OPERATING EXPENSES | 85,328 | 170,972 | 593,899 | 404,742 |
LOSS FROM OPERATIONS | (85,328) | (170,972) | (597,669) | (404,640) |
Other Income (Expenses) | ||||
Discount amortization | (3,949) | (6,579) | ||
Other income | 6,750 | |||
NET LOSS | $ (85,328) | $ (174,921) | $ (597,669) | $ (404,469) |
NET LOSS PER COMMON SHARE – BASIC AND DILUTED | $ (0.002) | $ (0.003) | $ (0.011) | $ (0.008) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 52,149,735 | 51,670,687 | 51,997,676 | 51,669,387 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (UNAUDITED) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 50,782 | $ 1,000 | $ 1,333,356 | $ (1,953,887) | $ (568,749) |
Beginning balance, shares at Dec. 31, 2020 | 50,782,116 | 1,000,000 | |||
Net Loss | (86,070) | (86,070) | |||
Ending balance, value at Mar. 31, 2021 | $ 50,782 | $ 1,000 | 1,333,356 | (2,039,957) | (654,819) |
Ending balance, shares at Mar. 31, 2021 | 50,782,116 | 1,000,000 | |||
Issuance of common stock | $ 1,100 | 1,100 | |||
Issuance of common stock, Shares | 1,100,000 | ||||
Canceled shares | $ (211) | 211 | |||
Canceled shares, Shares | (211,729) | ||||
Net Loss | (143,479) | (143,479) | |||
Ending balance, value at Jun. 30, 2021 | $ 51,671 | $ 1,000 | 1,333,567 | (2,183,436) | (797,198) |
Ending balance, shares at Jun. 30, 2021 | 51,670,387 | 1,000,000 | |||
Net Loss | (174,921) | (174,921) | |||
Ending balance, value at Sep. 30, 2021 | $ 51,671 | $ 1,000 | 1,333,567 | (2,358,357) | (972,119) |
Ending balance, shares at Sep. 30, 2021 | 51,670,387 | 1,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 51,921 | $ 1,000 | 1,333,567 | (2,320,909) | (934,421) |
Beginning balance, shares at Dec. 31, 2021 | 51,920,387 | 1,000,000 | |||
Net Loss | (217,831) | (217,831) | |||
Ending balance, value at Mar. 31, 2022 | $ 51,921 | $ 1,000 | 1,333,567 | (2,538,740) | (1,152,252) |
Ending balance, shares at Mar. 31, 2022 | 51,920,387 | 1,000,000 | |||
Issuance of common stock | |||||
Net Loss | (294,510) | (294,510) | |||
Ending balance, value at Jun. 30, 2022 | $ 51,921 | $ 1,000 | 1,333,567 | (2,833,250) | (1,446,762) |
Ending balance, shares at Jun. 30, 2022 | 51,920,387 | 1,000,000 | |||
Common stock issued for services rendered | $ 500 | 25,682 | 26,182 | ||
Common stock issued for services rendered, shares | 500,000 | ||||
Net Loss | (85,328) | (85,328) | |||
Ending balance, value at Sep. 30, 2022 | $ 52,421 | $ 1,000 | $ 1,359,249 | $ (2,918,579) | $ (1,505,909) |
Ending balance, shares at Sep. 30, 2022 | 52,420,387 | 1,000,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (597,670) | $ (404,469) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 3,193 | 3,765 |
Amortization of discount | 6,579 | |
Stock issued for services rendered | 26,182 | |
Changes in operating assets and liabilities: | ||
Inventory | 20,765 | (258,781) |
Advances to supplier | 154,893 | |
Accounts payable and accrued expenses | 259,716 | 25,116 |
NET CASH USED IN OPERATING ACTIVITIES | (287,814) | (472,898) |
INVESTMENT ACTIVITIES: | ||
Purchase of office equipment | ||
NET CASH USED IN INVESTMENT ACTIVITIES | ||
FINANCING ACTIVITIES: | ||
Proceeds from Convertible notes | 306,199 | |
Proceeds from short term loans | 192,924 | 130,404 |
Net proceeds from issuance of common stock | 1,100 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 192,924 | 437,703 |
INCREASE (DECREASE) IN CASH | (94,891) | (35,195) |
CASH-BEGINNING OF YEAR | 96,198 | 68,047 |
CASH-END OF the quarter | 1,307 | 32,852 |
Supplemental disclosures of cash flow information: | ||
Interest | 21,052 | |
Taxes |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS Business description The financial statements presented are those of Sentient Brands Holdings Inc. (the “Company”). The Company was incorporated under the laws of the State of California on March 22, 2004, until changing its state of incorporation from California to Nevada in 2021, as further described below. The Company is a next-level product development and brand management company with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to Consumer business model focusing on the integration of CBD, wellness and beauty for conscious consumers. The Company incorporates an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. The Company’s leadership team has extensive experience in building world-class brands such as Hugo Boss, Victoria’s Secret, Versace, and Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre product line. The Company intends to leverage its in-house innovation capabilities to launch new products that “disrupt” adjacent product categories. We plan to grow by leveraging our deep connections within our existing network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company’s goal is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in long-term profit growth for our investors. On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate”) with the State of California to (i) effect a forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 500,000,000 In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA on March 2, 2021. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the “Notification Period”). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to “SNBH” following the Notification Period. All share and per share information has been retroactively adjusted to reflect this forward stock split. In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger. Following the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN Basis of Presentation These interim consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 29, 2022. Going concern The Company currently has limited operations. These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $ 2,918,579 597,670 287,814 The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SIGNIFICANT ACCOUNTING POLICIES Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents. Revenue Recognition During the nine months ended September 30, 2022 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the nine months ended September 30, 2022, and 2021, there were no Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities. Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4. INVENTORIES Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method and net realizable value is the estimated selling price less costs of disposal in the ordinary course of business. The cost of inventories includes direct costs plus shipping and packaging materials. As of September 30, 2022, Company inventories valued at approximately $ 238,016 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5. CONVERTIBLE NOTES PAYABLE On April 27, 2021 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement with an accredited investor (the “April 2021 Investor”) providing for the sale by the Company to the April 2021 Investor of a 10 315,789 15,789 300,000 0.40 500,000 0.60 21,052 315,789 January 2, 2023 On September 23, 2021 (the “Issuance Date”), the Company issued an 18 125,000 0.05 67,500 57,500 15,263 5,397 On November 18, 2021 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement with an accredited investor (the “November 2021 Investor”) providing for the sale by the Company to the November 2021 Investor of a 10 400,000 5,000 395,000 666,667 0.45 400,000 34,167 4,167 On February 15, 2022, the Company issued an 18 60,025 0.05 6,753 On February 23, 2022, the Company issued an 18 25,025 0.05 2,815 On March 28, 2022, the Company issued an 18 11,025 0.05 992 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6. NOTES PAYABLE On January 3, 2020, specific terms were reached between the Company and Pure Energy 714 LLC on the remaining $ 150,046 12 10,000 49,515 36,011 During 2021 and 2022, the Company received proceeds from various loans from Adriatic Advisors LLC. At September 30, 2022 and December 31, 2021, the Company had $ 280,825 57,500 18 28,016 1,982 |
STOCKHOLDERS_ (DEFICIENCY)
STOCKHOLDERS’ (DEFICIENCY) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIENCY) | NOTE 7. STOCKHOLDERS’ (DEFICIENCY) Preferred stock The Company is authorized to issue 25,000,000 0.001 1,000,000 For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued. Company is authorized to issue 25,000,000 0.001 1,000,000 Common stock During July 2022, Mr. Furlan and the Company agreed to settle an unpaid amount due under an employment agreement in full in consideration of the issuance to Mr. Furlan of 772,225 During July 2022, the Company and an independent contractor agreed to settle in full an unpaid amount of $ 68,000 890,052 On August 16, 2022, the Company entered into a Settlement and Release Agreement with Anthony L.G., PLLC (“ALG”) and Laura Anthony, Esq. (“LA”) pursuant to which ALG agreed to forgive $ 23,182 400,000 On August 30, 2022, the Company entered into a Consulting Agreement with a contractor to provide investor relation services in exchange for 100,000 There were no other issuances of common stock during the nine months ending September 30, 2022. On June 29, 2021, the Company sold 1,100,000 1,100 On March 3, 2021, the forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 500,000,000 In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger. On August 16, 2022, the Company adopted that certain Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”). On August 19, 2022 the Company filed a registration statement on Form S-8 (the “Form S-8”) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 5,000,000 On August 19, 2022, the Company issued a common share purchase warrant (the “Warrant”) to Adriatic Advisors LLC (“Adriatic Advisors”) to purchase 2,750,000 700,000 5 0.60 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES On December 26, 2019, the Company entered into an Employment Agreement (the “Furlan Agreement”) with George Furlan pursuant to which Mr. Furlan was appointed as the Company’s Chief Executive Officer. The Furlan Agreement provides for a base salary of $60,000 per year with such base salary being increased to $ 120,000 718,403 359,201 shares vested upon execution of the agreement and the remaining 359,202 shares vest quarterly at 29,993 shares at the end of each quarter. 658,591 59,000 772,225 On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. The Mansour Agreement provides for a base salary of $ 60,000 718,403 0.01186 359,201 shares vested upon execution of the agreement and the remaining 359,202 shares vest quarterly at 29,993 shares at the end of each quarter. 628,598 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluates events that occur after the period end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that the following subsequent events require disclosure in these financial statements. Subsequent to September 30, 2022, the Company received loans in the aggregate amount of $ 15,000 On November 17, 2022 (the “Dismissal Date”), the Company advised Boyle CPA, LLC (the “Former Auditor”) that it was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors. During the years ended December 31, 2021 and 2020 and through the Dismissal Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years. Except as set forth below, during the years ended December 31, 2021 and 2020 and through the Dismissal Date, the reports of the Former Auditor on the Company’s financial statements did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports contained a paragraph stating there was substantial doubt about the Company’s ability to continue as a going concern. The Former Auditor furnished us with a letter addressed to the Securities and Exchange Commission (“SEC”) stating that it agreed with the above statements. A copy of this letter was attached as Exhibit 16.1 to the Form 8-K which we filed with the SEC on November 18, 2022. On November 17, 2022, (the “Engagement Date”), the Company engaged Victor Mokuolu, CPA PLLC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2022. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either: 1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or 2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)). On November 21, 2022, the Board of Directors of the Company terminated James Mansour as the Chief Marketing Officer of the Company. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Uses of estimates in the preparation of financial statements | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition During the nine months ended September 30, 2022 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. |
Net loss per common share – basic and diluted | Net loss per common share – basic and diluted Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. |
Stock-based compensation | Stock-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. During the nine months ended September 30, 2022, and 2021, there were no |
Fair value of financial instruments | Fair value of financial instruments We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 describes three levels of inputs that may be used to measure fair value, as follows: Level 1 input, which include quoted prices in active markets for identical assets or liabilities. Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. |
Income Taxes | Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - shares | Dec. 09, 2020 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Forward Stock Split | 7 for 1 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 2,918,579 | $ 2,320,909 | |
Net loss | 597,670 | $ 404,469 | |
Net cash flow used in operating activities | $ 287,814 | $ 472,898 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Stock-based compensation | $ 0 | $ 0 |
Effective federal income tax rate | 21% |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 238,016 | $ 258,781 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Mar. 28, 2022 | Feb. 23, 2022 | Feb. 15, 2022 | Nov. 18, 2021 | Sep. 23, 2021 | Apr. 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 16, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 869,364 | $ 876,363 | $ 869,364 | |||||||||
Legal fees | 32,816 | $ 104,499 | 343,855 | $ 250,376 | ||||||||
Senior Secured Convertible Promissory Note [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 10% | |||||||||||
Principal amount | $ 315,789 | |||||||||||
Original Issue Discount | 15,789 | |||||||||||
Proceeds from financing | $ 300,000 | |||||||||||
Conversion price | $ 0.40 | |||||||||||
Common stock purchase warrant | 500,000 | |||||||||||
Warrant exercise price | $ 0.60 | |||||||||||
Monthly interest paid | $ 21,052 | |||||||||||
Convertible Notes Payable | 315,789 | 315,789 | 315,789 | |||||||||
Maturity date | Jan. 02, 2023 | |||||||||||
Promissory Note [Member] | Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 18% | |||||||||||
Principal amount | $ 125,000 | |||||||||||
Conversion price | $ 0.05 | |||||||||||
Convertible Notes Payable | 57,500 | 57,500 | ||||||||||
Repayment of convertible notes payable | 67,500 | |||||||||||
Accrued interest | 15,263 | 5,397 | 15,263 | |||||||||
Senior Secured Convertible Promissory Note 1 [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 10% | |||||||||||
Principal amount | $ 400,000 | |||||||||||
Proceeds from financing | $ 395,000 | |||||||||||
Common stock purchase warrant | 666,667 | |||||||||||
Warrant exercise price | $ 0.45 | |||||||||||
Accrued interest | 34,167 | $ 4,167 | 34,167 | |||||||||
Legal fees | $ 5,000 | |||||||||||
Closing financing amount | $ 400,000 | |||||||||||
Promissory Note 1 [Member] | Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 18% | |||||||||||
Principal amount | $ 60,025 | |||||||||||
Conversion price | $ 0.05 | |||||||||||
Accrued interest | 6,753 | 6,753 | ||||||||||
Promissory Note 2 [Member] | Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 18% | |||||||||||
Principal amount | $ 25,025 | |||||||||||
Conversion price | $ 0.05 | |||||||||||
Accrued interest | 2,815 | 2,815 | ||||||||||
Promissory Note 3 [Member] | Accredited Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 18% | |||||||||||
Principal amount | $ 11,025 | |||||||||||
Conversion price | $ 0.05 | |||||||||||
Accrued interest | $ 992 | $ 992 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jan. 03, 2021 | Mar. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Adriatic Advisors L L C [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 18% | |||
Accrued interest | $ 28,016 | $ 1,982 | ||
Due to related party | 280,825 | 57,500 | ||
Unsecured Demand Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 150,046 | |||
Interest rate | 12% | |||
Proceeds from loans | $ 10,000 | |||
Accrued interest | $ 49,515 | $ 36,011 |
STOCKHOLDERS_ (DEFICIENCY) (Det
STOCKHOLDERS’ (DEFICIENCY) (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Aug. 30, 2022 | Aug. 19, 2022 | Aug. 16, 2022 | Jul. 31, 2022 | Jun. 29, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 09, 2020 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, share authorized | 25,000,000 | 25,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||||
Forward stock split | 7 for 1 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||
N 2022 Equity Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issuable | 5,000,000 | |||||||
Contractors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for settlement, value | $ 68,000 | |||||||
Stock issued for settlement, shares | 890,052 | |||||||
Accredited Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock for consideration, shares | 1,100,000 | |||||||
Sale of stock for consideration, value | $ 1,100 | |||||||
Adriatic Advisors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants issued | 2,750,000 | |||||||
Puchase price | $ 700,000 | |||||||
Warrant exercisable term | 5 years | |||||||
Exercise price | $ 0.60 | |||||||
Employment Agreement [Member] | Mr Furlan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of restricted stock issued | 772,225 | |||||||
Settlement And Release Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Amount | $ 23,182 | |||||||
Sale of stock for consideration, shares | 400,000 | |||||||
Consulting Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued for services | 100,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 1,000,000 | |||||||
Preferred stock, shares outstanding | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jan. 08, 2020 | Jul. 31, 2022 | Dec. 26, 2019 | Sep. 30, 2022 | |
Furlan Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Base salary | $ 120,000 | |||
Number of restricted stock issued | 772,225 | 718,403 | ||
Restricted stock description | 359,201 shares vested upon execution of the agreement and the remaining 359,202 shares vest quarterly at 29,993 shares at the end of each quarter. | |||
Restricted Stock vested | 658,591 | |||
Unpaid Amount | $ 59,000 | |||
Mansour Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Base salary | $ 60,000 | |||
Number of restricted stock issued | 718,403 | |||
Restricted stock description | 359,201 shares vested upon execution of the agreement and the remaining 359,202 shares vest quarterly at 29,993 shares at the end of each quarter. | |||
Restricted Stock vested | 628,598 | |||
Share price | $ 0.01186 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 2 Months Ended |
Aug. 22, 2022 USD ($) | |
Adriatic Advisors L L C [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Proceeds from related party | $ 15,000 |