Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | Glucose Health, Inc. |
Entity Central Index Key | 0001420108 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 90-1117742 |
Entity Address Address Line 1 | 609 SW 8th Street |
Entity Address Address Line 2 | Suite 600 |
Entity Address City Or Town | Bentonville |
Entity Address State Or Province | AR |
Entity Address Postal Zip Code | 72712 |
City Area Code | 479 |
Local Phone Number | 802-3827 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash | $ 641,061 | $ 752,402 | $ 69,151 |
Accounts receivable, net of allowance for doubtful accounts | 36,451 | 29,435 | 18,048 |
Inventory | 251,642 | 267,861 | 254,122 |
Prepaid expenses | 0 | 103,114 | 0 |
Total current assets | 929,154 | 1,152,812 | 341,321 |
Other Assets | |||
Website domains | 3,295 | 3,295 | 3,295 |
Intellectual assets, net of accumulated amortization | 0 | 0 | 0 |
TOTAL ASSETS | 932,449 | 1,156,107 | 344,616 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 2,071 | 9,555 | 0 |
Accrued interest | 0 | 27,604 | |
Convertible note payable, related party | 0 | 112,157 | |
Total current liabilities | 2,071 | 9,555 | 139,761 |
TOTAL LIABILITIES | 2,071 | 9,555 | 139,761 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY | |||
Common stock | 13,849 | 13,849 | 11,628 |
Additional paid in capital | 8,831,233 | 8,831,233 | 7,452,555 |
Accumulated deficit | (7,918,484) | (7,702,310) | (7,263,963) |
Total stockholders' equity | 930,378 | 1,146,552 | 204,855 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 932,449 | 1,156,107 | 344,616 |
Preferred stock | 1 | ||
Series A Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock | 1 | 1 | 1 |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock | 2,133 | 2,133 | 3,467 |
Series C Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock | 867 | 867 | 867 |
Series D Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock | 300 | 300 | 300 |
Series E Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock | $ 480 | $ 480 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 10,742 | $ 10,742 | $ 742 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock, shares issued | 13,848,630 | 13,848,630 | 11,627,949 |
Common stock, shares outstanding | 13,848,630 | 13,848,630 | 11,627,949 |
Intellectual Property [Member] | |||
Finite-lived intangible assets, accumulated amortization | $ 300 | $ 10,742 | $ 300 |
Series B Preferred Stock [Member] | |||
Preferred stock, par value per share | $ 0.075 | $ 0.075 | $ 0.075 |
Preferred stock, shares authorized | 3,466,668 | 3,466,668 | 3,466,668 |
Preferred stock, shares issued | 2,133,334 | 3,466,668 | 3,466,668 |
Preferred stock, shares outstanding | 2,133,334 | 2,133,334 | 3,466,668 |
Series C Preferred Stock [Member] | |||
Preferred stock, par value per share | $ 0.075 | $ 0.075 | $ 0.075 |
Preferred stock, shares authorized | 866,668 | 866,668 | 866,668 |
Preferred stock, shares issued | 866,668 | 866,668 | 866,668 |
Preferred stock, shares outstanding | 866,668 | 866,668 | 866,668 |
Series D Preferred Stock [Member] | |||
Preferred stock, par value per share | $ 1 | $ 1 | $ 1 |
Preferred stock, shares authorized | 300,000 | 300,000 | 300,000 |
Preferred stock, shares issued | 300,000 | 300,000 | 300,000 |
Preferred stock, shares outstanding | 300,000 | 300,000 | 300,000 |
Series E Preferred Stock [Member] | |||
Preferred stock, par value per share | $ 2 | $ 2 | $ 2 |
Preferred stock, shares authorized | 480,000 | 480,000 | 480,000 |
Preferred stock, shares issued | 480,000 | 0 | 0 |
Preferred stock, shares outstanding | 480,000 | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
STATEMENTS OF OPERATIONS | ||||
REVENUE, NET | $ 213,813 | $ 237,465 | $ 953,681 | $ 480,713 |
COST OF REVENUES | ||||
Cost of revenues | 90,719 | 134,251 | 543,639 | 307,168 |
GROSS PROFIT | 123,094 | 103,214 | 410,042 | 173,545 |
OPERATING EXPENSES | ||||
Selling and marketing | 106,916 | 56,134 | 184,481 | 129,431 |
General and administrative | 34,547 | 11,879 | 92,885 | 61,735 |
Professional fees | 69,566 | 23,376 | 46,340 | 82,061 |
Uncollectible receivables | 10,000 | 0 | ||
Services paid in stock | 103,114 | 0 | 412,455 | 524,673 |
Total operating expenses | 314,143 | 91,389 | 746,161 | 797,900 |
INCOME (LOSS) FROM OPERATIONS | (191,049) | 11,825 | (336,119) | (624,355) |
OTHER INCOME (EXPENSE) | ||||
Interest income (expense) | 0 | (1,402) | (2,785) | (12,156) |
Interest income (expense), non-cash item | 0 | (5,604) | ||
Recovery of retailer chargebacks | 0 | 163,765 | ||
Loss on debt settlement | 0 | (14,370) | ||
Gain on forgiveness of accounts payable | 0 | 15,042 | ||
Total other expense | 0 | (1,402) | (2,785) | 146,677 |
INCOME (LOSS) BEFORE INCOME TAXES | (191,049) | 10,423 | (338,904) | (477,678) |
PROVISION FOR (BENEFIT FROM) INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | $ (191,049) | $ 10,423 | $ (338,904) | $ (477,678) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 13,848,630 | 11,627,949 | 12,877,355 | 11,467,101 |
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED | $ (0.01) | $ 0 | $ (0.03) | $ (0.04) |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Preferred Stock Series B - E | Additional Paid-In Capital | Accumulated Deficit | Preferred Stock Series A [Member] |
Balance, amount at Dec. 31, 2019 | $ (160,927) | $ 11,202 | $ 767 | $ 6,563,782 | $ (6,736,678) | $ 1 |
Balance, shares at Dec. 31, 2019 | 11,201,785 | 766,668 | 1,000 | |||
Dividends to preferred stock holders | (49,607) | (49,607) | ||||
Shares issued for cash received, shares | 3,866,668 | |||||
Shares issued for cash received, amount | 365,000 | $ 3,867 | 361,133 | |||
Shares issued for settlement of notes payable, shares | 226,164 | |||||
Shares issued for settlement of notes payable, amount | 3,392 | $ 226 | 3,166 | |||
Shares issued for services, shares | 200,000 | |||||
Shares issued for services, amount | 83,980 | $ 200 | 83,780 | |||
Common stock warrant issued for services | 440,695 | 440,695 | ||||
Net income (loss) | (477,678) | (477,678) | ||||
Balance, shares at Dec. 31, 2020 | 11,627,949 | 4,633,336 | 1,000 | |||
Balance, amount at Dec. 31, 2020 | 204,855 | $ 11,628 | $ 4,634 | 7,452,555 | (7,263,963) | $ 1 |
Dividends to preferred stock holders | (22,069) | (22,069) | ||||
Shares issued for cash received, shares | 480,000 | |||||
Shares issued for cash received, amount | 960,000 | $ 480 | 959,520 | |||
Net income (loss) | 10,423 | 10,423 | ||||
Balance, shares at Mar. 31, 2021 | 11,627,949 | 5,113,336 | 1,000 | |||
Balance, amount at Mar. 31, 2021 | 1,153,209 | $ 11,628 | $ 5,114 | 8,412,075 | (7,275,609) | $ 1 |
Balance, amount at Dec. 31, 2020 | 204,855 | $ 11,628 | $ 4,634 | 7,452,555 | (7,263,963) | $ 1 |
Balance, shares at Dec. 31, 2020 | 11,627,949 | 4,633,336 | 1,000 | |||
Dividends to preferred stock holders | (99,443) | (99,443) | ||||
Shares issued for cash received, shares | 480,000 | |||||
Shares issued for cash received, amount | 960,000 | $ 480 | 959,520 | |||
Shares issued for settlement of notes payable, shares | 690,000 | |||||
Shares issued for settlement of notes payable, amount | 7,590 | $ 690 | 6,900 | |||
Shares issued for services, shares | 197,347 | |||||
Shares issued for services, amount | 412,455 | $ 197 | 412,258 | |||
Net income (loss) | (338,904) | (338,904) | ||||
Conversion of preferred shares to common shares, amount | $ 1,334 | $ (1,334) | ||||
Conversion of preferred shares to common shares, shares | 1,333,334 | (1,333,334) | ||||
Balance, shares at Dec. 31, 2021 | 13,848,630 | 3,780,002 | 1,000 | |||
Balance, amount at Dec. 31, 2021 | 1,146,552 | $ 13,849 | $ 3,780 | 8,831,233 | (7,702,310) | $ 1 |
Dividends to preferred stock holders | (25,125) | (25,125) | ||||
Net income (loss) | (191,049) | (191,049) | ||||
Balance, shares at Mar. 31, 2022 | 13,848,630 | 3,780,002 | 1,000 | |||
Balance, amount at Mar. 31, 2022 | $ 930,378 | $ 13,849 | $ 3,780 | $ 8,831,233 | $ (7,918,484) | $ 1 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (191,049) | $ 10,423 | $ (338,904) | $ (477,678) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Amortization of intangible asset | 0 | 60 | ||
Allowance for doubtful accounts | 10,000 | 0 | ||
Gain on forgiveness of accounts payable | 0 | (15,042) | ||
Warrants issued for services | 0 | 440,694 | ||
Common stock issued for services | 103,114 | 0 | 309,342 | 83,980 |
Change in assets and liabilities | ||||
(Increase) decrease in accounts receivable | (7,016) | (38,135) | (21,387) | 6,533 |
(Increase) decrease in inventory | 16,219 | (9,879) | 13,739 | (105,528) |
Increase (decrease) in accounts payable and accrued expenses | (7,484) | (27,604) | (18,051) | (1,956) |
Total adjustments | 104,833 | (75,618) | 266,165 | 408,741 |
Net cash provided by (used in) operating activities | (86,216) | (65,195) | (72,739) | (68,937) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of website domains | 0 | (3,295) | ||
Net cash used in investing activities | 0 | 0 | 0 | (3,295) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments on notes and loans payable | 0 | (80,500) | ||
Payments on notes payable, related party | (104,567) | (140,000) | ||
Dividends paid to preferred stock holders | (25,125) | (22,069) | (99,443) | (49,607) |
Proceeds from preferred stock | 0 | 960,000 | 960,000 | 365,000 |
Net cash provided by (used in) financing activities | (25,125) | 937,931 | 755,990 | 94,893 |
NET INCREASE (DECREASE) IN CASH | (111,341) | 872,736 | 683,251 | 22,661 |
CASH - BEGINNING OF PERIOD | 752,402 | 69,151 | 69,151 | 46,490 |
CASH - END OF PERIOD | 641,061 | 941,887 | 752,402 | 69,151 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | 0 | 1,402 | 2,785 | 12,156 |
Cash paid for income taxes | $ 0 | $ 0 | 0 | 0 |
NONCASH FINANCING ACTIVITIES: | ||||
Conversion of notes payable and accrued interest to common stock | 7,590 | 3,392 | ||
Conversion of Series B preferred stock to Common stock | 1,334 | 0 | ||
Issuance of common stock for prepaid marketing expense | $ 412,455 | $ 83,980 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ORGANIZATION AND BASIS OF PRESENTATION | ||
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Overview We are an own-label distributor of nutritional beverages. Our niche is the formulation, production, marketing, and distribution of soluble fiber infused nutritional beverages. On November 6, 2017, we registered the trademark GLUCODOWN® and have since launched the first soluble fiber infused, powdered iced tea, and flavored drink mixes, in North America. On September 10, 2020, we registered the trademark FIBER UP® and are currently in the early stages of developing our first ready-to-drink nutritional beverage. We were incorporated under the laws of the State of Nevada as Bio-Solutions Corp. on March 27, 2007. From inception, through the third quarter of 2014, we were engaged in various businesses which were unrelated to our current business and corporate officers. On November 19, 2014, we changed our name to Glucose Health, Inc., and our business to that of an own-label distributor of nutritional beverages. Effective on March 11, 2022, we filed Articles of Conversion with the Nevada Secretary of State and a Certificate of Conversion and Certificate of Incorporation with the Delaware Department of State, Division of Corporations and converted to a Delaware corporation. On March 29, 2022, we merged with a subsidiary, created on March 23, 2022, for the sole purpose of the merger, amended and restated our Certificate of Incorporation, and the surviving corporation is Glucose Health, Inc. Our issued and outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 3,781,002. Each previously issued and outstanding share of Series D preferred stock was reverse split, ten for one, and all share references herein have been retrospectively modified to account for the reverse split. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2022, the Company had an accumulated deficit of $7,918,484. For the three months ended March 31, 2022, the Company recognized a net loss of $191,049 and had net cash used in operating activities of $86,216. While the Company is attempting to further implement its business plan and generate revenues, it intends to raise additional capital by way of additional public and/or private offerings of its stock. The Company believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, which raises substantial doubt as to the ability of the Company to continue as a going concern in the future. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Basis of Presentation The accompanying unaudited financial information as of and for the three months ended March 31, 2022, and 2021 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2021, included in the Company’s Form S-1 registration statement filed herein. | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Overview We are an own-label distributor of nutritional beverages. Our niche is the formulation, production, marketing, and distribution of soluble fiber infused nutritional beverages. On November 6, 2017, we registered the trademark GLUCODOWN® and have since launched the first soluble fiber infused, powdered iced tea, and flavored drink mixes, in North America. On September 10, 2020, we registered the trademark FIBER UP® and are currently in the early stages of developing our first ready-to-drink nutritional beverage. We were incorporated under the laws of the State of Nevada as Bio-Solutions Corp. on March 27, 2007. From inception, through the third quarter of 2014, we were engaged in various businesses which were unrelated to our current business and corporate officers. On November 19, 2014, we changed our name to Glucose Health, Inc., and our business to that of an own-label distributor of nutritional beverages. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the financial statements. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2021, the Company had an accumulated deficit of $7,702,310. For the year ended December 31, 2021, the Company recognized a net loss of $338,904 and had net cash used in operating activities of $72,739. While the Company is attempting to further implement its business plan and generate revenues, it intends to raise additional capital by way of additional public and/or private offerings of its stock. The Company believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, which raises substantial doubt as to the ability of the Company to continue as a going concern in the future. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Cash Flow Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents at March 31, 2022, and 2021. The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At March 31, 2022, and December 31, 2021, $391,061 and $502,402, respectively, of the Company’s cash balances were in excess of federally insured limits. Accounts Receivable Accounts receivable consists of invoiced and unpaid product sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. At March 31, 2022, and December 31, 2021, our allowance for doubtful accounts was $10,742, based upon management’s review of accounts receivable. On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed interest premium based upon LIBOR. Inventory Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods and raw materials. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. Inventory impairment is considered quarterly based on the expiration date of the product. At March 31, 2022, the Company had total inventory of $251,642 consisting of raw materials inventory of $117,525, unfinished goods (packaging) inventory of $25,925, finished goods of $108,192, and no allowance for obsolescence. At December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463. Prepaid Expenses The Company considers all items incurred for future services to be prepaid expenses. At March 31, 2022, and December 31, 2021, the Company had prepaid expenses for advertising services totaling $0 and $103,114, respectively (Note 3). Recoverability of Long-Lived Assets The Company's long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other Presentation of Financial Statements Fair Value of Financial Instruments The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized (Note 5). The Company follows ASC 740-10, “ Accounting for Uncertainty in Income Taxes Revenue Recognition We follow a five-step process to recognize revenue. When our customer is a retailer, we are in receipt of purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. Our performance obligations are set forth in the purchase order and some retailer customers may also require separate agreements covering additional performance obligations or terms of service. The purchase orders we receive from retailers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order (or separate agreement). When a retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer and recognize revenue. For retailers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer and recognize revenue. When we sell our product directly to an end-user customer and not a retailer, following payment by the customer, legal transfer of ownership occurs upon delivery by our designated carrier (FOB Destination). We consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we recognize revenue. Whether the customer we sell our products to is a direct customer or retailer, our terms are final sale. In the case of sales through an online retailer, we are a direct seller (not a supplier) with fulfillment/customer service provided by the online retailer as our agent. However, the online retailer’s refund policy is 30 days. When our products are sold to retailers, they may be sold on credit terms provided by us, which are established in accordance with local and industry practices, and typically require payment within 60 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. Advertising Expense We promote our products and our company with television, radio, and digital advertising and with consumer incentives, such as coupons. We classify the costs to produce and schedule our advertising and the costs of consumer incentives, as advertising expenses. Advertising expenses are recorded in “Selling and marketing” and “Stock issued for services” in the accompanying statements of operations. We recorded advertising expenses of $210,030 and $56,134 for the three months ended March 31, 2022, and 2021, respectively. During the current period, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. Share Based Compensation The Company may issue restricted stock to officers, directors, or employees for their services. The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. (Loss) Income Per Share of Common Stock Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company had potential dilutive securities outstanding at March 31, 2022, and 2021, as follows. Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2022 2021 Preferred stock 3,780,002 7,813,336 Warrants - 1,800,000 Convertible debt - 10,196,124 Total 3,780,002 19,809,460 The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 17,628,632 and 33,658,090 at March 31, 2022, and 2021, respectively. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt Earnings Per Share In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures. During the quarter ended March 31, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Cash Flow Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2021, and 2020. The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At December 31, 2021, and 2020, $502,402 and $-0-, respectively, of the Company’s cash balances were in excess of federally insured limits. Accounts Receivable Accounts receivable consists of invoiced and unpaid product sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. At December 31, 2021, and 2020, our allowance for doubtful accounts was $10,742 and $742 respectively, based upon management’s review of accounts receivable. On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed interest premium based upon LIBOR. Inventory Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods and raw materials. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. Inventory impairment is considered quarterly based on the expiration date of the product. At December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463. At December 31, 2020, the Company had total inventory of $254,122 consisting of raw materials inventory of $25,660, unfinished goods (packaging) inventory of $9,372, finished goods of $219,090, and no allowance for obsolescence. Prepaid Expenses The Company considers all items incurred for future services to be prepaid expenses. At December 31, 2021, and 2020 the Company had prepaid expenses for advertising services (Note 3). Recoverability of Long-Lived Assets The Company's long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other Presentation of Financial Statements Fair Value of Financial Instruments The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized (Note 5). The Company follows ASC 740-10, “ Accounting for Uncertainty in Income Taxes Revenue Recognition We follow a five-step process to recognize revenue. When our customer is a retailer, we are in receipt of purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. Our performance obligations are set forth in the purchase order and some retailer customers may also require separate agreements covering additional performance obligations or terms of service. The purchase orders we receive from retailers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order (or separate agreement). When a retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer and recognize revenue. For retailers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer and recognize revenue. When we sell our product directly to an end-user customer and not a retailer, following payment by the customer, legal transfer of ownership occurs upon delivery by our designated carrier (FOB Destination). We consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we recognize revenue. Whether the customer we sell our products to is direct customer or retailer, our terms are final sale. In the case of sales through an online retailer, we are a direct seller (not a supplier) with fulfillment/customer service provided by the online retailer as our agent. However, the online retailer’s refund policy is 30 days. When our products are sold to retailers, they may be sold on credit terms provided by us, which are established in accordance with local and industry practices, and typically require payment within 60 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. Advertising Expense We promote our products and our company with television, radio, and digital advertising and with consumer incentives, such as coupons. We classify the costs to produce and schedule our advertising and the costs of consumer incentives, as advertising expenses. Advertising expenses are recorded in “Selling and marketing” and “Stock issued for services” in the accompanying statements of operations. We recorded advertising expenses of $397,619 and $127,952 for the years ended December 31, 2021, and 2020, respectively. During the current period, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. Share Based Compensation The Company may issue restricted stock to officers, directors, or employees for their services. The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. (Loss) Income Per Share of Common Stock Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company had potential dilutive securities outstanding at December 31, 2021, and 2020, as follows. Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2021 2020 Preferred stock 6,480,002 7,333,336 Warrants 1,800,000 1,800,000 Convertible debt - 10,196,091 Total 8,280,002 19,329,427 The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 22,128,632 and 34,088,180 at December 31, 2021, and 2020, respectively. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt Earnings Per Share In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures. During the year ended December 31, 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS EQUITY | ||
STOCKHOLDER'S EQUITY | NOTE 3 - STOCKHOLDER’S EQUITY Our current authorized common and preferred shares are 40,000,000 and 10,000,000 respectively. As of March 31, 2022, the number of shares issued and outstanding for each respective class of stock are as follows: Shares of common stock 13,848,630 par value $0.001 Shares Series A preferred stock 1,000 (voting) par value $0.001 Shares Series B preferred stock 2,133,334 stated value $0.075 Shares Series C preferred stock 866,668 stated value $0.075 Shares Series D preferred stock 300,000 stated value $1.00 Shares Series E preferred stock 480,000 stated value $2.00 Preferred Stock Our board of directors is empowered, upon stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the preferred stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us. Series A Voting Preferred Stock For so long as any shares of Series A Voting Preferred Stock remain issued and outstanding, the holders hereof shall possess more than 50% of the voting power of the capital stock of the Corporation. The Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares. The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock. Series A Voting Preferred Stock shall not be entitled to receive any dividends and does not have any conversion rights. Series B Preferred Stock During the time that any shares of Series B Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series B Preferred Stockholders do not have the right to vote. Each share of Series B Preferred Stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series B Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series B Preferred Stock. During the year ended December 31, 2021, two Series B Preferred Stockholders elected to convert their 666,667 shares of Series B Preferred Stock into common shares. Accordingly, a total of 1,333,334 Series B Preferred Stock were canceled and 1,333,334 shares of common stock were issued. Series C Preferred Stock During the time that any shares of Series C Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series C Preferred Stockholders do not have the right to vote. Each share of Series C Preferred Stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series C Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series C Preferred Stock. Series D Preferred Stock During the time that any shares of Series D preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series D preferred stock at the rate of 10% of the stated value of $1.00 per share per year, payable quarterly. Series D holders do not have the right to vote. Each share of Series D preferred stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series D Preferred Stock. Series E Preferred Stock During the time that any shares of Series E preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series E preferred stock at the rate of 5% of the stated value of $2.00 per share per year, payable quarterly. Series E holders do not have the right to vote. Each share of Series E preferred stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series E Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series E Preferred Stock. During the three months ended March 31, 2022, and 2021, total dividends paid were $25,125 and $22,069, respectively. Issuances pursuant to debt conversions During May 2020, the Company issued 226,164 unregistered shares of Common Stock to a corporation for conversion of $2,000 principal and $1,392 accrued interest related to a note. These unregistered shares were valued at $0.015 per share, the fixed conversion price stated in the note (see Note 4). During June 2021, the Company issued 690,000 unregistered shares of Common Stock to its CEO/CFO in connection with the settlement of $7,590 principal outstanding (Note 4). Issuances pursuant to agreements During May 2021 and June 2020, the Company issued 197,347 and 200,000 shares, respectively, of unregistered common stock to a corporation for advertising services to be rendered. These shares were valued at $412,455 and $83,980, respectively, and were amortized over the period of the annual advertising contract as prepaid advertising expense. Warrants outstanding During the year ended December 31, 2020, the Company issued a warrant for the purchase of 600,000 shares of common stock. The warrant was fully vested upon issuance, expires June 10, 2023, and has an exercise price of $0.10. The fair value of this warrant was $440,695 as presented in the accompanying statements of stockholders' equity. The Company estimated the fair value of the warrants based on weighted probabilities of assumptions used in the Black Scholes pricing model. The weighted average volatility for the warrants at issuance was 183%. On March 14, 2022, we requested and received the resignations of our two independent directors. On March 21, 2022, our third independent director voluntarily resigned. Each independent director held 600,000 warrants. All 1,800,000 warrants were cancelled by the Company on March 22, 2022. A summary of the status of the Company’s warrant grants as of March 31, 2022, and 2021 and the changes during the periods then ended is presented below: Weighted-Average Warrants Exercise Price Outstanding, January 1, 2021 1,800,000 $ 0.10 Granted - - Exercised - - Expired - - Outstanding, March 31, 2021 1,800,000 $ 0.10 Outstanding, January 1, 2022 1,800,000 $ 0.10 Granted - - Exercised - - Expired / cancelled (1,800,000 ) (0.10 ) Outstanding, March 31, 2022 - $ - Warrants exercisable at March 31, 2022 - - | NOTE 3 - STOCKHOLDER’S EQUITY Our current authorized common and preferred shares are 40,000,000 and 10,000,000 respectively. As of December 31, 2021, the number of shares issued and outstanding for each respective class of stock are as follows: Shares of common stock 13,848,630 par value $0.001 Shares Series A preferred stock 1,000 (voting) par value $0.001 Shares Series B preferred stock 2,133,334 stated value $0.075 Shares Series C preferred stock 866,668 stated value $0.075 Shares Series D preferred stock 300,000 stated value $1.00 Shares Series E preferred stock 480,000 stated value $2.00 Preferred Stock Our board of directors is empowered, upon stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the preferred stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us. Series A Voting Preferred Stock For so long as any shares of Series A Voting Preferred Stock remain issued and outstanding, the holders hereof shall possess more than 50% of the voting power of the capital stock of the Corporation. The Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares. The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock. Series A Voting Preferred Stock shall not be entitled to receive any dividends and does not have any conversion rights. Series B Preferred Stock During the time that any shares of Series B Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series B Preferred Stockholders do not have the right to vote. Each share of Series B Preferred Stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series B Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series B Preferred Stock. During the year ended December 31, 2021, two Series B Preferred Stockholders elected to convert their 666,667 shares of Series B Preferred Stock into common shares. Accordingly, a total of 1,333,334 Series B Preferred Stock were canceled and 1,333,334 shares of common stock were issued. Series C Preferred Stock During the time that any shares of Series C Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series C Preferred Stockholders do not have the right to vote. Each share of Series C Preferred Stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series C Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series C Preferred Stock. Series D Preferred Stock During the time that any shares of Series D preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series D preferred stock at the rate of 10% of the stated value of $1.00 per share per year, payable quarterly. Series D holders do not have the right to vote. Each share of Series D preferred stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series D Preferred Stock. Series E Preferred Stock During the time that any shares of Series E preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series E preferred stock at the rate of 5% of the stated value of $2.00 per share per year, payable quarterly. Series E holders do not have the right to vote. Each share of Series E preferred stock shall be convertible into one share of common stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series E Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series E Preferred Stock. During the years ending December 31, 2021, and 2020, total dividends paid were $49,607 and $99,443, respectively. Reclassification of Accumulated Other Comprehensive Income During 2014, the Company ceased its prior business operations in Canada, which were unrelated to its current business and officers, creating the realization of other comprehensive income based on the foreign exchange rate. Based on FASB ASC 830-30-40, upon the sale or liquidation of an investment in a foreign entity, the amount attributable to that entity and accumulated in the translation adjustment component of equity shall be both removed from the separate component of equity and reported as part of the gain or loss on sale or liquidation of the investment. Accordingly, since the cessation happened in 2014, the Company reclassified the accumulated other comprehensive income/loss from foreign currency translation to accumulated deficit in the accompanying financial statements. Issuances pursuant to debt conversions During May 2020, the Company issued 226,164 unregistered shares of Common Stock to a corporation for conversion of $2,000 principal and $1,392 accrued interest related to a note. These unregistered shares were valued at $0.015 per share, the fixed conversion price stated in the note (see Note 4). During June 2021, the Company issued 690,000 unregistered shares of Common Stock to its CEO/CFO in connection with the settlement of $7,590 principal outstanding (Note 4). Issuances pursuant to agreements During May 2021 and June 2020, the Company issued 197,347 and 200,000 shares, respectively, of unregistered common stock to a corporation for advertising services to be rendered. These shares were valued at $412,455 and $83,980, respectively, and were amortized over the period of the annual advertising contract as prepaid advertising expense. Warrants outstanding During the year ended December 31, 2020, the Company issued a warrant for the purchase of 600,000 shares of common stock. The warrant was fully vested upon issuance, expires June 10, 2023, and has an exercise price of $0.10. The fair value of this warrant was $440,695 as presented in the accompanying statements of stockholders' equity. The Company estimated the fair value of the warrants based on weighted probabilities of assumptions used in the Black Scholes pricing model. The weighted average volatility for the warrants at issuance was 183% and the average life of the warrants is .65 years at December 31, 2021. A summary of the status of the Company’s warrant grants as of December 31, 2021, and 2020 and the changes during the periods then ended is presented below: Weighted-Average Warrants Exercise Price Outstanding, January 1, 2020 1,200,000 $ 0.10 Granted 600,000 0.10 Exercised - - Expired - - Outstanding, December 31, 2020 1,800,000 $ 0.10 Outstanding, January 1, 2021 1,800,000 $ 0.10 Granted - - Exercised - - Expired - - Outstanding, December 31, 2021 1,800,000 $ 0.10 Warrants exercisable at December 31, 2021 1,800,000 $ 0.10 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NOTES PAYABLE | ||
NOTES PAYABLE | NOTE 4 - NOTES PAYABLE Notes payable, related party: During April 2019, the Company consolidated several notes issued to the Company’s CEO/CFO into a single $140,000 note bearing interest at 10% per annum. During the year ended December 31, 2020, the note was repaid in full and retired. Convertible notes payable, related party The Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to the Company’s CEO/CFO between August 4, 2014, and April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest. The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the Company’s CEO/CFO. During June 2021, the note was repaid in full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired. Convertible notes payable: During November 2017, the Company and a corporation entered into a debt agreement. The agreement bore interest at 10% per annum and was originally due December 31, 2019. During the first quarter of 2019, an additional $15,000 was borrowed pursuant to an amended and restated debt agreement, bringing the unpaid principal balance to $75,000 at December 31, 2019. During the year ended December 31, 2020, the note was repaid in full and retired. Other notes payable: During December 2013, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% per annum, has a fixed conversion price of $0.015. During the year ended December 31, 2020, the note was repaid in full and retired. During December 2013, the Company issued a $5,000 convertible note to an individual which was later assigned to a corporation. The loan bears interest at 5% per annum, has a fixed conversion price of $0.015. The outstanding principal balance of $2,000 and outstanding interest balance of $1,392 was settled through the issuance of common stock on May 4, 2020 (Note 3) and the note was retired. During April 2012, the Company issued a $2,500 convertible note to an individual. The loan bears interest at 5% per annum, has a fixed conversion price of $0.009. During the year ended December 31, 2020, the note and accrued interest was settled with a payment of $20,000 resulting in a loss on debt settlement of $14,370. Accrued Interest At March 31, 2022, and 2021, there was no accrued interest outstanding. | NOTE 4 - NOTES PAYABLE Notes payable, related party: During April 2019, the Company consolidated several notes issued to the Company’s CEO/CFO into a single $140,000 note bearing interest at 10% per annum. During the year ended December 31, 2020, the note was repaid in full and retired. Convertible notes payable, related party The Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to the Company’s CEO/CFO between August 4, 2014, and April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest. The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the Company’s CEO/CFO. During June 2021, the note was repaid in full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired. Convertible notes payable: During November 2017, the Company and a corporation entered into a debt agreement. The agreement bore interest at 10% per annum and was originally due December 31, 2019. During the first quarter of 2019, an additional $15,000 was borrowed pursuant to an amended and restated debt agreement, bringing the unpaid principal balance to $75,000 at December 31, 2019. During the year ended December 31, 2020, the note was repaid in full and retired. Other notes payable: During December 2013, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% per annum, has a fixed conversion price of $0.015. During the year ended December 31, 2020, the note was repaid in full and retired. During December 2013, the Company issued a $5,000 convertible note to an individual which was later assigned to a corporation. The loan bears interest at 5% per annum, has a fixed conversion price of $0.015. The outstanding principal balance of $2,000 and outstanding interest balance of $1,392 was settled through the issuance of common stock on May 4, 2020 (Note 3) and the note was retired. During April 2012, the Company issued a $2,500 convertible note to an individual. The loan bears interest at 5% per annum, has a fixed conversion price of $0.009. During the year ended December 31, 2020, the note and accrued interest was settled with a payment of $20,000. Accordingly, a loss on debt settlement of $14,370 was recognized in the accompanying statement of operations. Accrued Interest At December 31, 2021, and 2020, accrued interest on all notes and convertible notes amounted to $-0- and $27,604, respectively. |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FEDERAL INCOME TAX | ||
FEDERAL INCOME TAX | NOTE 5 - FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for income taxes for the three months ended March 31, 2022, and 2021 assumes a 21% effective tax rate for federal income taxes. The Company did not identify any uncertain tax positions. At March 31, 2022, and 2021, the Company had approximately $1,724,000 and $1,611,000, respectively, in federal and state tax loss carryforwards that can be utilized in future periods to reduce taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The components of income tax expense for the three months ended March 31, 2022, and 2021 consist of the following: 2022 2021 Net operating loss carryforwards $ 1,724,310 $ 1,611,310 Temporary differences - (8,000 ) Permanent differences (22,000 ) 6,000 Valuation allowance (1,702,310 ) (1,609,310 ) Significant components of the Company’s deferred tax assets as of March 31, 2022, and 2021 are summarized below. 2022 2021 Federal tax statutory rate 20.9 % 19.2 % Temporary differences 0.0 % 76.8 % Permanent differences -11.5 % -57.6 % Valuation allowance -9.4 % -38.4 % Effective rate 0.0 % 0.0 % The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $103,000 and $90,000 during the three months ending March 31, 2022, and 2021, respectively. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. | NOTE 5 - FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for income taxes for the years ended December 31, 2021, and 2020 assumes a 21% effective tax rate for federal income taxes. The Company did not identify any uncertain tax positions. At December 31, 2021, and 2020, the Company had approximately $1,684,000 and $1,613,000, respectively, in federal and state tax loss carryforwards that can be utilized in future periods to reduce taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The components of income tax expense for the years ended December 31, 2021, and 2020 consist of the following: 2021 2020 Net operating loss carryforwards $ 1,684,310 $ 1,613,310 Temporary differences (4,000 ) 9,000 Permanent differences (81,000 ) (103,000 ) Valuation allowance (1,599,310 ) (1,519,310 ) Significant components of the Company’s deferred tax assets as of December 31, 2021, and 2020 are summarized below. 2021 2020 Federal tax statutory rate 20.9 % 20.9 % Temporary differences -1.2 % 1.9 % Permanent differences -23.9 % -21.6 % Valuation allowance 4.1 % -1.3 % Effective rate 0.0 % 0.0 % The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $80,000 and $69,000 during the years ending December 31, 2021, and 2020, respectively. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. |
COMMITMENTS CONTINGENCIES
COMMITMENTS CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS CONTINGENCIES | ||
COMMITMENTS/CONTINGENCIES | NOTE 6 - COMMITMENTS/CONTINGENCIES From time to time, we may be involved in litigation in the ordinary course of business. We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. On January 25, 2022, we entered into an investment banking agreement with EF Hutton, which contemplates the Company raising additional capital and preparing a registration statement under the Securities Act. | NOTE 6 - COMMITMENTS/CONTINGENCIES From time to time, we may be involved in litigation in the ordinary course of business. We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. |
REVENUE CONCENTRATION and ACCOU
REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE | ||
REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE | NOTE 7 - REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE The Company has no customers whose revenue individually represents more than 10% of the Company’s total revenues and one customer whose accounts receivable represents more than 10% of the Company’s accounts receivable. The Company assessed the credit worthiness of its customer during the period ended March 31, 2022, and determined a $10,742 allowance for accounts receivable impairment is required. | NOTE 7 - REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE The Company has one customer whose revenue individually represents more than 10% of the Company’s total revenues and one customer whose accounts receivable represents more than 10% of the Company’s accounts receivable. The Company has assessed the credit worthiness of its customer and determined a $10,742 allowance for accounts receivable impairment is required. |
RECOVERY OF RETAILER CHARGEBACK
RECOVERY OF RETAILER CHARGEBACKS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RECOVERY OF RETAILER CHARGEBACKS | ||
RECOVERY OF RETAILER CHARGEBACKS | NOTE 8 - RECOVERY OF RETAILER CHARGEBACKS During the year ended December 31, 2020, the Company recognized $181,450 of recovery of retailer chargebacks. | NOTE 8 - RECOVERY OF RETAILER CHARGEBACKS During the year ended December 31, 2020, the Company recognized $181,450 of recovery of retailer chargebacks in the accompanying statement of operations for the year ended December 31, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS On July 1, 2021, the Company entered into a consulting agreement with a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $12,000 for a period of 12 months and thereafter renews quarterly until terminated by either party. | NOTE 9 - RELATED PARTY TRANSACTIONS On July 1, 2021, the Company entered into a consulting agreement with a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $12,000 for a period of 12 months and thereafter renews quarterly until terminated by either party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following. On April 1, 2022, we entered into a revised consulting agreement with a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $24,000 and potential bonuses of up to $100,000 upon achievement of various corporate objectives. The agreement has no fixed term and continues until terminated by either party. On May 6, 2022, we issued invoices totaling $225,766.80 pursuant to fulfilling purchase orders for shipments of GLUCODOWN® for stocking at a new retailer. | NOTE 10 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following. On January 25, 2022, we entered into an investment banking agreement with EF Hutton, which contemplates the Company raising additional capital and preparing a registration statement under the Securities Act. Effective on March 11, 2022, we filed Articles of Conversion with the Nevada Secretary of State and a Certificate of Conversion and Certificate of Incorporation with the Delaware Department of State, Division of Corporations and converted to a Delaware corporation. On March 29, 2022, we merged with a subsidiary, created on March 23, 2022, for the sole purpose of the merger, amended and restated our Certificate of Incorporation, and the surviving corporation is Glucose Health, Inc. Our authorized common shares are 40,000,000 and our authorized preferred shares are 10,000,000. Our issued and outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 3,781,002. Each previously issued and outstanding share of Series D preferred stock was reverse split, ten for one, and where applicable, share references herein have been retrospectively modified to account for the reverse split. On March 14, 2022, we requested and received the resignations of our two independent directors. On March 21, 2022, our third independent director voluntarily resigned. Each independent director held 600,000 warrants. All 1,800,000 warrants were cancelled by the Company on March 22, 2022. On April 1, 2022, we entered into a revised consulting agreement with a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $24,000 and potential bonuses of up to $100,000 upon achievement of various corporate objectives. The agreement has no fixed term and continues until terminated by either party. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | ||
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. |
Cash Flow Reporting | The Company follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | The Company follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents at March 31, 2022, and 2021. The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At March 31, 2022, and December 31, 2021, $391,061 and $502,402, respectively, of the Company’s cash balances were in excess of federally insured limits. | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2021, and 2020. The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At December 31, 2021, and 2020, $502,402 and $-0-, respectively, of the Company’s cash balances were in excess of federally insured limits. |
Accounts Receivable | Accounts receivable consists of invoiced and unpaid product sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. At March 31, 2022, and December 31, 2021, our allowance for doubtful accounts was $10,742, based upon management’s review of accounts receivable. On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed interest premium based upon LIBOR. | Accounts receivable consists of invoiced and unpaid product sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. At December 31, 2021, and 2020, our allowance for doubtful accounts was $10,742 and $742 respectively, based upon management’s review of accounts receivable. On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed interest premium based upon LIBOR. |
Inventory | Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods and raw materials. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. Inventory impairment is considered quarterly based on the expiration date of the product. At March 31, 2022, the Company had total inventory of $251,642 consisting of raw materials inventory of $117,525, unfinished goods (packaging) inventory of $25,925, finished goods of $108,192, and no allowance for obsolescence. At December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463. | Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods and raw materials. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. Inventory impairment is considered quarterly based on the expiration date of the product. At December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463. At December 31, 2020, the Company had total inventory of $254,122 consisting of raw materials inventory of $25,660, unfinished goods (packaging) inventory of $9,372, finished goods of $219,090, and no allowance for obsolescence. |
Prepaid Expenses | The Company considers all items incurred for future services to be prepaid expenses. At March 31, 2022, and December 31, 2021, the Company had prepaid expenses for advertising services totaling $0 and $103,114, respectively (Note 3). | The Company considers all items incurred for future services to be prepaid expenses. At December 31, 2021, and 2020 the Company had prepaid expenses for advertising services (Note 3). |
Recoverability of Long-Lived Assets | The Company's long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other Presentation of Financial Statements | The Company's long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other Presentation of Financial Statements |
Fair Value of Financial Instruments | The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. | The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. |
Income Taxes | The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized (Note 5). The Company follows ASC 740-10, “ Accounting for Uncertainty in Income Taxes | The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized (Note 5). The Company follows ASC 740-10, “ Accounting for Uncertainty in Income Taxes |
Revenue Recognition | We follow a five-step process to recognize revenue. When our customer is a retailer, we are in receipt of purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. Our performance obligations are set forth in the purchase order and some retailer customers may also require separate agreements covering additional performance obligations or terms of service. The purchase orders we receive from retailers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order (or separate agreement). When a retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer and recognize revenue. For retailers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer and recognize revenue. When we sell our product directly to an end-user customer and not a retailer, following payment by the customer, legal transfer of ownership occurs upon delivery by our designated carrier (FOB Destination). We consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we recognize revenue. Whether the customer we sell our products to is a direct customer or retailer, our terms are final sale. In the case of sales through an online retailer, we are a direct seller (not a supplier) with fulfillment/customer service provided by the online retailer as our agent. However, the online retailer’s refund policy is 30 days. When our products are sold to retailers, they may be sold on credit terms provided by us, which are established in accordance with local and industry practices, and typically require payment within 60 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. | We follow a five-step process to recognize revenue. When our customer is a retailer, we are in receipt of purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. Our performance obligations are set forth in the purchase order and some retailer customers may also require separate agreements covering additional performance obligations or terms of service. The purchase orders we receive from retailers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order (or separate agreement). When a retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer and recognize revenue. For retailers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer and recognize revenue. When we sell our product directly to an end-user customer and not a retailer, following payment by the customer, legal transfer of ownership occurs upon delivery by our designated carrier (FOB Destination). We consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we recognize revenue. Whether the customer we sell our products to is direct customer or retailer, our terms are final sale. In the case of sales through an online retailer, we are a direct seller (not a supplier) with fulfillment/customer service provided by the online retailer as our agent. However, the online retailer’s refund policy is 30 days. When our products are sold to retailers, they may be sold on credit terms provided by us, which are established in accordance with local and industry practices, and typically require payment within 60 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. |
Advertising Expense | We promote our products and our company with television, radio, and digital advertising and with consumer incentives, such as coupons. We classify the costs to produce and schedule our advertising and the costs of consumer incentives, as advertising expenses. Advertising expenses are recorded in “Selling and marketing” and “Stock issued for services” in the accompanying statements of operations. We recorded advertising expenses of $210,030 and $56,134 for the three months ended March 31, 2022, and 2021, respectively. During the current period, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. | We promote our products and our company with television, radio, and digital advertising and with consumer incentives, such as coupons. We classify the costs to produce and schedule our advertising and the costs of consumer incentives, as advertising expenses. Advertising expenses are recorded in “Selling and marketing” and “Stock issued for services” in the accompanying statements of operations. We recorded advertising expenses of $397,619 and $127,952 for the years ended December 31, 2021, and 2020, respectively. During the current period, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. |
Share Based Compensation | The Company may issue restricted stock to officers, directors, or employees for their services. The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. | The Company may issue restricted stock to officers, directors, or employees for their services. The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. |
(Loss) Income Per Share of Common Stock | Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company had potential dilutive securities outstanding at March 31, 2022, and 2021, as follows. Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2022 2021 Preferred stock 3,780,002 7,813,336 Warrants - 1,800,000 Convertible debt - 10,196,124 Total 3,780,002 19,809,460 The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 17,628,632 and 33,658,090 at March 31, 2022, and 2021, respectively. | Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company had potential dilutive securities outstanding at December 31, 2021, and 2020, as follows. Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2021 2020 Preferred stock 6,480,002 7,333,336 Warrants 1,800,000 1,800,000 Convertible debt - 10,196,091 Total 8,280,002 19,329,427 The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 22,128,632 and 34,088,180 at December 31, 2021, and 2020, respectively. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current period presentation. | Certain prior period amounts have been reclassified to conform with the current period presentation. |
Recently Issued Accounting Standards Not Yet Adopted | In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt Earnings Per Share In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures. During the quarter ended March 31, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt Earnings Per Share In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures. During the year ended December 31, 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ORGANIZATION AND BASIS OF PRESENTATION | ||
Schedule of potential dilutive securities outstanding | Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2022 2021 Preferred stock 3,780,002 7,813,336 Warrants - 1,800,000 Convertible debt - 10,196,124 Total 3,780,002 19,809,460 | Potential Additional Shares of Common Stock: Potential Dilutive Securities: 2021 2020 Preferred stock 6,480,002 7,333,336 Warrants 1,800,000 1,800,000 Convertible debt - 10,196,091 Total 8,280,002 19,329,427 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS EQUITY | ||
Schedule of stockholders equity | Shares of common stock 13,848,630 par value $0.001 Shares Series A preferred stock 1,000 (voting) par value $0.001 Shares Series B preferred stock 2,133,334 stated value $0.075 Shares Series C preferred stock 866,668 stated value $0.075 Shares Series D preferred stock 300,000 stated value $1.00 Shares Series E preferred stock 480,000 stated value $2.00 | Shares of common stock 13,848,630 par value $0.001 Shares Series A preferred stock 1,000 (voting) par value $0.001 Shares Series B preferred stock 2,133,334 stated value $0.075 Shares Series C preferred stock 866,668 stated value $0.075 Shares Series D preferred stock 300,000 stated value $1.00 Shares Series E preferred stock 480,000 stated value $2.00 |
Schedule of warrant grants | Weighted-Average Warrants Exercise Price Outstanding, January 1, 2021 1,800,000 $ 0.10 Granted - - Exercised - - Expired - - Outstanding, March 31, 2021 1,800,000 $ 0.10 Outstanding, January 1, 2022 1,800,000 $ 0.10 Granted - - Exercised - - Expired / cancelled (1,800,000 ) (0.10 ) Outstanding, March 31, 2022 - $ - Warrants exercisable at March 31, 2022 - - | Weighted-Average Warrants Exercise Price Outstanding, January 1, 2020 1,200,000 $ 0.10 Granted 600,000 0.10 Exercised - - Expired - - Outstanding, December 31, 2020 1,800,000 $ 0.10 Outstanding, January 1, 2021 1,800,000 $ 0.10 Granted - - Exercised - - Expired - - Outstanding, December 31, 2021 1,800,000 $ 0.10 Warrants exercisable at December 31, 2021 1,800,000 $ 0.10 |
FEDERAL INCOME TAX (Tables)
FEDERAL INCOME TAX (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FEDERAL INCOME TAX | ||
Schedule of income tax expense | 2022 2021 Net operating loss carryforwards $ 1,724,310 $ 1,611,310 Temporary differences - (8,000 ) Permanent differences (22,000 ) 6,000 Valuation allowance (1,702,310 ) (1,609,310 ) | 2021 2020 Net operating loss carryforwards $ 1,684,310 $ 1,613,310 Temporary differences (4,000 ) 9,000 Permanent differences (81,000 ) (103,000 ) Valuation allowance (1,599,310 ) (1,519,310 ) |
Schedule of deferred tax assets reconciliation | 2022 2021 Federal tax statutory rate 20.9 % 19.2 % Temporary differences 0.0 % 76.8 % Permanent differences -11.5 % -57.6 % Valuation allowance -9.4 % -38.4 % Effective rate 0.0 % 0.0 % | 2021 2020 Federal tax statutory rate 20.9 % 20.9 % Temporary differences -1.2 % 1.9 % Permanent differences -23.9 % -21.6 % Valuation allowance 4.1 % -1.3 % Effective rate 0.0 % 0.0 % |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 29, 2022 | |
Accumulated deficit | $ (7,918,484) | $ (7,702,310) | $ (7,263,963) | ||
Common stock, shares issued | 13,848,630 | 13,848,630 | 11,627,949 | ||
Common stock shares outstanding | 13,848,630 | 13,848,630 | 11,627,949 | ||
Net loss | $ (191,049) | $ 10,423 | $ (338,904) | $ (477,678) | |
Net cash used in operating activities | $ (86,216) | $ (65,195) | $ (72,739) | $ (68,937) | |
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | ||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | ||
Glucose Health, Inc [Member] | |||||
Common stock, shares issued | 13,848,630 | ||||
Common stock shares outstanding | 13,848,630 | ||||
Preferred stock, shares issued | 3,781,002 | 3,781,002 | |||
Preferred stock, shares outstanding | 3,781,002 | 3,781,002 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Potential dilutive securities outstanding | 3,780,002 | 19,809,460 | 8,280,002 | 19,329,427 |
Warrant [Member] | ||||
Potential dilutive securities outstanding | 1,800,000 | 1,800,000 | 1,800,000 | |
Preferred Stock [Member] | ||||
Potential dilutive securities outstanding | 3,780,002 | 7,813,336 | 6,480,002 | 7,333,336 |
Convertible Debt [Member] | ||||
Potential dilutive securities outstanding | 10,196,124 | 0 | 10,196,091 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advertising expenses | $ 210,030 | $ 56,134 | $ 397,619 | $ 127,952 |
Prepaid expenses for advertising services | 0 | 103,114 | ||
Inventory finished goods | 108,192 | 182,463 | 219,090 | |
Unfinished goods (packaging) inventory | 25,925 | 19,884 | 9,372 | |
Raw materials inventory | 117,525 | 65,514 | 25,660 | |
Total inventory | 251,642 | 267,861 | 254,122 | |
Allowance for doubtful accounts | 10,742 | 10,742 | 742 | |
Cash Federal Deposit Insurance Corporation | $ 391,061 | $ 502,402 | $ 0 | |
Potential dilutive securities outstanding | 3,780,002 | 19,809,460 | 8,280,002 | 19,329,427 |
Common Stock [Member] | ||||
Potential dilutive securities outstanding | 17,628,632 | 33,658,090 | 22,128,632 | 34,088,180 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, shares issued | 13,848,630 | 13,848,630 | 11,627,949 |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 13,848,630 | 13,848,630 | 11,627,949 |
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 1,000 | 1,000 | |
Preferred stock, shares outstanding | 1,000 | 1,000 | |
Preferred stock par value | $ 0.001 | $ 0.001 | |
Series B Preferred Stock [Member] | |||
Preferred stock, shares issued | 2,133,334 | 2,133,334 | |
Preferred stock, shares outstanding | 2,133,334 | 2,133,334 | 3,466,668 |
Preferred stock par value | $ 0.075 | $ 0.075 | $ 0.075 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares issued | 866,668 | 866,668 | |
Preferred stock, shares outstanding | 866,668 | 866,668 | 866,668 |
Preferred stock par value | $ 0.075 | $ 0.075 | $ 0.075 |
Series D Preferred Stock [Member] | |||
Preferred stock, shares issued | 300,000 | 300,000 | |
Preferred stock, shares outstanding | 300,000 | 300,000 | 300,000 |
Preferred stock par value | $ 1 | $ 1 | $ 1 |
Series E Preferred Stock [Member] | |||
Preferred stock, shares issued | 480,000 | 480,000 | |
Preferred stock, shares outstanding | 480,000 | 0 | 0 |
Preferred stock par value | $ 2 | $ 2 | $ 2 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding, Beginning Balance | 1,800,000 | 1,800,000 | 1,800,000 | 1,200,000 |
Granted | 0 | 0 | 0 | 600,000 |
Outstanding, Ending Balance | 1,800,000 | 1,800,000 | 1,800,000 | 1,800,000 |
Warrants exercisable | 1,800,000 | |||
Weighted-Average Exercise Price, Beginning Balance | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 |
Weighted-Average Exercise Price, Granted | 0.10 | |||
Weighted-Average Exercise Price, Ending Balance | $ 0.10 | $ 0.10 | 0.10 | $ 0.10 |
Weighted-Average Exercise Price, Warrants exercisable | $ 0.10 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | May 31, 2021 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | |||||
Warrant issued for purchase of common stock shares | 600,000 | |||||||
Warrants exercise price | $ 0.10 | |||||||
Fair value of warrant | $ 440,695 | |||||||
Volatility | 183.00% | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Dividends paid | $ 25,125 | $ 22,069 | $ 49,607 | $ 99,443 | ||||
Conversion price per shares | $ 0.015 | |||||||
Unregistered shares of common stock shares issued | 197,347 | 200,000 | 226,164 | |||||
Debt conversions principal amount | $ 412,455 | $ 83,980 | $ 2,000 | |||||
Accrued interest | $ 1,392 | |||||||
Resignations description | we requested and received the resignations of our two independent directors. On March 21, 2022, our third independent director voluntarily resigned. Each independent director held 600,000 warrants. All 1,800,000 warrants were cancelled by the Company on March 22, 2022 | |||||||
Conversion of Preferred Stock shares into common shares | 666,667 | |||||||
Preferred Stock shares canceled | 1,333,334 | |||||||
Conversion of common stock shares issued | 1,333,334 | |||||||
CEO/CFO [Member] | ||||||||
Unregistered shares of common stock shares issued | 690,000 | 226,164 | ||||||
Debt conversions principal amount | $ 7,590 | $ 2,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock Voting Rights Description | Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares. The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock | Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares. The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock | ||||||
Series B Preferred Stock [Member] | ||||||||
Preferred Stock Voting Rights Description | Series B Preferred Stockholders do not have the right to vote | Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly | ||||||
Dividends description | Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly | Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. | ||||||
Conversion of Preferred Stock shares into common shares | 666,667 | |||||||
Preferred Stock shares canceled | 1,333,334 | |||||||
Conversion of common stock shares issued | 1,333,334 | |||||||
Series C Preferred Stock [Member] | ||||||||
Preferred Stock Voting Rights Description | Series C Preferred Stockholders do not have the right to vote | |||||||
Dividends description | Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly | Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly | ||||||
Series D Preferred Stock [Member] | ||||||||
Preferred Stock Voting Rights Description | Series D holders do not have the right to vote | Series C Preferred Stockholders do not have the right to vote | ||||||
Dividends description | Series D preferred stock at the rate of 10% of the stated value of $1.00 per share per year, payable quarterly | Series D preferred stock at the rate of 10% of the stated value of $1.00 per share per year, payable quarterly | ||||||
Series E Preferred Stock [Member] | ||||||||
Preferred Stock Voting Rights Description | Series E holders do not have the right to vote | Series E holders do not have the right to vote | ||||||
Dividends description | Series E preferred stock at the rate of 5% of the stated value of $2.00 per share per year, payable quarterly | Series E preferred stock at the rate of 5% of the stated value of $2.00 per share per year, payable quarterly |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)integer$ / sharesshares | Dec. 31, 2021USD ($)integer$ / sharesshares | Dec. 31, 2020USD ($) | May 31, 2020$ / shares | |
Outstanding interest balance | $ 27,604 | |||
Conversion price | $ / shares | $ 0.015 | |||
Loss on debt settlement | $ 0 | $ (14,370) | ||
August 4, 2014 through April 1, 2016 [Member] | ||||
Interest rate | 5.00% | 5.00% | ||
Conversion price | $ / shares | $ 0.011 | $ 0.011 | ||
Accrued interest | $ 5,939 | $ 5,939 | ||
Convertible notes payable, related party [Member] | ||||
Notes | $ 112,157 | $ 112,157 | ||
Interest rate | 5.00% | 5.00% | ||
Number of promissory notes | integer | 18 | 18 | ||
Convertible notes payable [Member] | ||||
Interest rate | 10.00% | 10.00% | ||
Originally due date | Dec. 31, 2019 | Dec. 31, 2019 | ||
Unpaid principal balance | $ 75,000 | $ 75,000 | ||
Additional borrowed | 15,000 | 15,000 | ||
December 10, 2013 [Member] | Other notes payable [Member] | Individual Two [Member] | ||||
Outstanding interest balance | $ 1,392 | $ 0 | ||
Interest rate | 5.00% | 5.00% | ||
Convertible Notes | $ 5,000 | $ 5,000 | ||
Outstanding balance | $ 2,000 | $ 2,000 | ||
Conversion price | $ / shares | $ 0.015 | $ 0.015 | ||
December 10, 2013 [Member] | Other notes payable [Member] | Individual One [Member] | ||||
Interest rate | 5.00% | 5.00% | ||
Convertible Notes | $ 3,000 | $ 3,000 | ||
Conversion price | $ / shares | $ 0.015 | $ 0.015 | ||
April 2019 [Member] | ||||
Notes | $ 140,000 | $ 140,000 | ||
Interest rate | 10.00% | 10.00% | ||
June 2021 [Member] | ||||
Note repaid in full by issuing shares | shares | 690,000 | 690,000 | ||
Note repaid in cash | $ 105,950 | $ 105,950 | ||
April 20, 2012 [Member] | Other notes payable [Member] | Individual One [Member] | ||||
Interest rate | 5.00% | 5.00% | ||
Convertible Notes | $ 2,500 | $ 2,500 | ||
Conversion price | $ / shares | $ 0.009 | $ 0.009 | ||
Loss on debt settlement | $ 14,370 | $ 14,370 | ||
Accrued interest | $ 20,000 | $ 20,000 |
FEDERAL INCOME TAX (Details)
FEDERAL INCOME TAX (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
FEDERAL INCOME TAX (Details) | ||||
Net operating loss carryforwards | $ 1,724,310 | $ 1,684,310 | $ 1,611,310 | $ 1,613,310 |
Temporary differences | 0 | (4,000) | (8,000) | 9,000 |
Permanent differences | (22,000) | (81,000) | 6,000 | (103,000) |
Valuation allowance | $ (1,702,310) | $ (1,599,310) | $ (1,609,310) | $ (1,519,310) |
FEDERAL INCOME TAX (Details 1)
FEDERAL INCOME TAX (Details 1) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
FEDERAL INCOME TAX (Details) | ||||
Federal tax statutory rate | 20.90% | 19.20% | 20.90% | 20.90% |
Temporary differences | 0.00% | 76.80% | (1.20%) | 1.90% |
Permanent differences | (11.50%) | (57.60%) | (23.90%) | (21.60%) |
Valuation allowance | (9.40%) | (38.40%) | 4.10% | (1.30%) |
Effective rate | 0.00% | 0.00% | 0.00% | 0.00% |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective tax rate for federal income taxes | 21.00% | 21.00% | 21.00% | 21.00% |
Net deferred tax asset valuation allowance | $ 103,000 | $ 90,000 | $ 80,000 | $ 69,000 |
Net operating loss carry forward | 1,724,310 | 1,611,310 | 1,684,310 | 1,613,310 |
Federal And State [Member] | ||||
Net operating loss carry forward | $ 1,724,000 | $ 1,611,000 | $ 1,684,000 | $ 1,613,000 |
REVENUE CONCENTRATION and ACC_2
REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)integer | Dec. 31, 2021USD ($)integer | |
Allowance for accounts receivable impairment | $ | $ 10,742 | $ 10,742 |
Revenue Benchmark [Member] | ||
Number of customer | 0 | 1 |
Concentration risk percentage | 10.00% | 10.00% |
Accounts Receivable [Member] | ||
Number of customer | 1 | 1 |
Concentration risk percentage | 10.00% | 10.00% |
RECOVERY OF RETAILER CHARGEBA_2
RECOVERY OF RETAILER CHARGEBACKS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FEDERAL INCOME TAX (Details Narrative) | ||
Recognized recovery of retailer chargebacks | $ 181,450 | $ 181,450 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CEO/CFO [Member] | July 1, 2021 [Member] | ||
Due from related parties | $ 12,000 | $ 12,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 06, 2022 | Apr. 01, 2022 | Mar. 31, 2022 | Mar. 29, 2022 | Mar. 22, 2022 | Mar. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Authorized preferred shares | 1,000 | 1,000 | 1,000 | |||||
Authorized common shares | 40,000,000 | 40,000,000 | 40,000,000 | |||||
Common stock, shares issued | 13,848,630 | 13,848,630 | 11,627,949 | |||||
Common stock, shares outstanding | 13,848,630 | 13,848,630 | 11,627,949 | |||||
Issued preferred shares | 1,000 | 1,000 | 1,000 | |||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | |||||
Registered [Member] | Two Independent Directors [Member] | ||||||||
warrants were cancelled | 1,800,000 | |||||||
Held warrants | 600,000 | |||||||
Glucose Health, Inc [Member] | ||||||||
Authorized preferred shares | 10,000,000 | |||||||
Authorized common shares | 40,000,000 | |||||||
Common stock, shares issued | 13,848,630 | |||||||
Common stock, shares outstanding | 13,848,630 | |||||||
Issued preferred shares | 3,781,002 | 3,781,002 | ||||||
Preferred stock, shares outstanding | 3,781,002 | 3,781,002 | ||||||
Subsequent Event [Member] | ||||||||
Issued invoices purchase orders for shipments of GLUCODOWN | $ 225,766 | |||||||
Subsequent Event [Member] | CEO/CFO [Member] | ||||||||
Potential bonuses | $ 24,000 | |||||||
Provides for quarterly payments | 100,000 | |||||||
Subsequent Event [Member] | CEO/CFO [Member] | April 1, 2022 [Member] | ||||||||
Potential bonuses | 24,000 | |||||||
Provides for quarterly payments | $ 100,000 |