Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 21, 2022 | |
Details | ||
Registrant CIK | 0001434737 | |
Fiscal Year End | --12-31 | |
Registrant Name | SPIRITS TIME INTERNATIONAL, INC. | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2022 | |
Tax Identification Number (TIN) | 20-3455830 | |
Number of common stock shares outstanding | 7,361,005 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-151300 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1661 Lakeview Circle | |
Entity Address, City or Town | Ogden | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84403 | |
Country Region | 801 | |
City Area Code | 399 | |
Local Phone Number | 3632 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 752 | $ 186 |
Inventory | 80,404 | 80,404 |
Total Current Assets | 81,156 | 80,590 |
OTHER ASSETS | ||
Intangible assets | 275,000 | 275,000 |
TOTAL ASSETS | 356,156 | 355,590 |
CURRENT LIABILITIES | ||
Accounts payable | 165,023 | 141,444 |
Accounts payable - related party | 9,000 | 9,500 |
Accrued interest | 268,822 | 205,934 |
Accrued interest - related parties | 118,959 | 103,093 |
Loans payable - related parties | 230,375 | 215,925 |
Convertible notes payable - related parties | 55,000 | 55,000 |
Convertible note payable | 290,000 | 290,000 |
Notes payable | 75,000 | 55,000 |
Total Current Liabilities | 1,212,179 | 1,075,896 |
TOTAL LIABILITIES | 1,212,179 | 1,075,896 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value, Issued | 450 | 0 |
Common stock, $0.001 par value; 140,000,000 shares authorized, 7,361,005 shares issued and outstanding | 7,361 | 7,361 |
Additional paid-in capital | 962,120 | 942,050 |
Accumulated deficit | (1,825,959) | (1,669,722) |
Total Stockholders' Deficit | (856,023) | (720,306) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 356,156 | 355,590 |
Series D Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value, Issued | 5 | 5 |
Total Stockholders' Deficit | $ 5 | $ 5 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Shares, Issued | 7,361,005 | 7,361,005 |
Common Stock, Shares, Outstanding | 7,361,005 | 7,361,005 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 450,000 | 0 |
Preferred Stock, Shares Outstanding | 450,000 | 0 |
Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Preferred Stock, Shares Outstanding | 5,000 | 5,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||||
NET REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | ||||
Professional fees | 31,662 | 9,140 | 61,531 | 44,431 |
Selling, general and administrative | 2,653 | 3,506 | 6,951 | 7,662 |
Total Operating Expenses | 34,315 | 12,646 | 68,482 | 52,093 |
LOSS FROM OPERATIONS | (34,315) | (12,646) | (68,482) | (52,093) |
OTHER INCOME (EXPENSES) | ||||
Interest expense | (29,834) | (26,883) | (87,755) | (78,897) |
Total Other Income (Expenses) | (29,834) | (26,883) | (87,755) | (78,897) |
LOSS BEFORE INCOME TAXES | (64,149) | (39,529) | (156,237) | (130,990) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (64,149) | $ (39,529) | $ (156,237) | $ (130,990) |
NET LOSS PER SHARE - BASIC AND DILUTED | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 7,361,005 | 7,361,005 | 7,361,005 | 7,361,005 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total | Series A Preferred Stock | Series D Preferred Stock |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 7,361 | $ 942,050 | $ (1,488,654) | $ (539,238) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (36,588) | (36,588) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021 | $ 7,361 | 942,050 | (1,525,242) | (575,826) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 7,361,005 | 0 | 5,000 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 7,361 | 942,050 | (1,488,654) | (539,238) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 7,361,005 | 0 | 5,000 | |||
Net loss | (130,990) | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021 | $ 7,361 | 942,050 | (1,619,644) | (670,228) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 7,361,005 | 0 | 5,000 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021 | $ 7,361 | 942,050 | (1,525,242) | (575,826) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (54,873) | (54,873) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021 | $ 7,361 | 942,050 | (1,580,115) | (630,699) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (39,529) | (39,529) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021 | $ 7,361 | 942,050 | (1,619,644) | (670,228) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 7,361,005 | 0 | 5,000 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | $ 7,361 | 942,050 | (1,669,722) | (720,306) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (41,534) | (41,534) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022 | $ 7,361 | 942,050 | (1,711,256) | (761,840) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 7,361,005 | 0 | 5,000 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | $ 7,361 | 942,050 | (1,669,722) | (720,306) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 7,361,005 | 0 | 5,000 | |||
Net loss | (156,237) | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022 | $ 7,361 | 962,120 | (1,825,959) | (856,023) | $ 450 | $ 5 |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 7,361,005 | 450,000 | 5,000 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2022 | $ 7,361 | 942,050 | (1,711,256) | (761,840) | $ 0 | $ 5 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (50,554) | (50,554) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022 | $ 7,361 | 942,050 | (1,761,810) | (812,394) | $ 0 | $ 5 |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 7,361,005 | 0 | 5,000 | |||
Net loss | $ 0 | 0 | (64,149) | (64,149) | $ 0 | $ 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022 | $ 7,361 | 962,120 | (1,825,959) | (856,023) | $ 450 | $ 5 |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 7,361,005 | 450,000 | 5,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 20,070 | $ 0 | $ 20,520 | $ 450 | $ 0 |
Stock Issued During Period, Shares, Issued for Services | 450,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (156,237) | $ (130,990) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Stock based compensation | 20,520 | 0 |
Changes in operating assets and liabilities | ||
Accounts payable and accrued interest | 86,467 | 74,488 |
Accounts payable - related party | (500) | 4,500 |
Accrued interest - related parties | 15,866 | 16,108 |
Net Cash Used by Operating Activities | (33,884) | (35,894) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 20,000 | 10,000 |
Proceeds from loans payable - related parties | 14,450 | 25,812 |
Net Cash Provided by Financing Activities | 34,450 | 35,812 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 566 | (82) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 186 | 342 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 752 | 260 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | 9,000 | 6,000 |
Cash paid for income taxes | $ 0 | $ 0 |
NOTE 1 - CONDENSED FINANCIAL ST
NOTE 1 - CONDENSED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 1 - CONDENSED FINANCIAL STATEMENTS | NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial statements at September 30, 2022 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed unaudited financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2021 audited financial statements. The results of operations for the period ended September 30, 2022 are not necessarily indicative of the operating results for the full year. Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. During the nine months ended September 30, 2022 and 2021, the Company had warrants outstanding that are exercisable into 264,084 shares of common stock, and convertible debt outstanding that is convertible into 1,429,849 shares of common stock. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses. Three Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (64,149) 7,361,005 $ (0.01) September 30, 2021 $ (39,529) 7,361,005 $ (0.01) Nine Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (156,237) 7,361,005 $ (0.02) September 30, 2021 $ (130,990) 7,361,005 $ (0.02) Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles and is held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of September 30, 2022, and December 31, 2021, the Company had finished goods bottled tequila inventory on-hand totaling $80,404. The Company has determined that no reserve for obsolete or slow-moving inventory is necessary as of September 30, 2022 or December 31, 2021. |
NOTE 2 - INTANGIBLE ASSETS
NOTE 2 - INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 2 - INTANGIBLE ASSETS | NOTE 2 – INTANGIBLE ASSETS Intangible assets consist of the Tequila Alebrijes brand name, trademark, and property rights totaling $275,000. The Company has determined that no impairment of intangible assets is necessary as of September 30, 2022 or December 31, 2021. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The continuance of the Company as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. In addition, the extent of the impact of the coronavirus ("COVID‐19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE 4 -RELATED PARTY LOANS AND
NOTE 4 -RELATED PARTY LOANS AND OTHER TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 4 -RELATED PARTY LOANS AND OTHER TRANSACTIONS | NOTE 4 – RELATED PARTY LOANS AND OTHER TRANSACTIONS During the nine months ended September 30, 2022 and 2021, the Company received loans in the amount of $14,450 and $25,812, respectively, from related parties of the Company. These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company. The balances due on non-convertible loans payable to related parties were principal of $230,375 and $215,925 plus accrued interest of $72,742 and $61,812 as of September 30, 2022 and December 31, 2021, respectively. During the nine months ended September 30, 2022 and 2021, interest in the amount of $9,000 and $6,000, respectively, was paid. Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole director $500 per month as payment for use of his personal residence as the Company’s office and mailing address. The Company has recorded rent expense of $4,500 during each of the nine months ended September 30, 2022 and 2021 which is included in the selling, general and administrative expenses on the statements of operations. The amount payable at December 31, 2021 was $9,500. During the nine months ended September 30, 2022 the Company paid $5,000, resulting in $9,000 payable at September 30, 2022. In March 2014, the Company issued a $40,000 convertible promissory note to the sole officer and director of the Company and a $15,000 convertible promissory note to another affiliated shareholder (the “Convertible Notes”). The Convertible Notes had a term of one year expiring March 2015, are now payable on demand, and accrue interest at the rate of 12% per annum. The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Company’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share. During the year ended December 31, 2019, $10,000 of accrued interest was converted into 5,000 shares of Preferred Stock. No principal has been paid on these Notes. As of September 30, 2022 and December 31, 2021, the balance due to these related parties for these Notes was principal of $55,000 and accrued interest of $46,218 and $41,281, respectively. On August 24, 2022, the Company issued 300,000 shares of Preferred Series A stock to directors of the Company for review of potential business opportunities. On August 24, 2022, the Company issued 50,000 shares of Preferred Series A stock to an unaffiliated individual for review of potential business opportunities. On October 11, 2022 this unaffiliated individual was appointed as a director of the Company. Convertible notes and loans payable – related parties consisted of the following: September 30, 2022 December 31, 2021 Loans payable to related parties, interest at 12% per annum, due on demand $ 230,375 $ 215,925 Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share 55,000 55,000 Total Convertible Notes and Loans Payable – Related Parties 285,375 270,925 Less: Current Portion (285,375) (270,925) Long-Term Convertible Notes and Loans Payable – Related Parties $ - $ - Accrued interest on the convertible notes and loans payable, related |
NOTE 5 - CONVERTIBLE PROMISSORY
NOTE 5 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 5 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES | NOTE 5 – CONVERTIBLE PROMISSORY NOTES The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at September 30, 2022 and December 31, 2021 as follows: Note (A) Principal (1) Less Debt Discount Plus Premium Net Note Balance Accrued Interest September 30, 2022 $ 290,000 $ - $ - $ 290,000 $ 248,095 December 31, 2021 $ 290,000 $ - $ - $ 290,000 $ 190,781 (1) Collateralized by the Company’s assets, including accounts receivable, cash and equivalents, inventory, property, equipment, intangibles. At September 30, 2022 and December 31, 2021, the Company’s assets consisted of cash and equivalents of $752 and $186, respectively, inventory of $80,404, and intangible assets of $275,000, for total carrying value of $356,156 and $355,590, respectively. (A) September Along with the Note, on the Date of Issuance the Company issued Common Stock Purchase Warrants (the “Warrants”), exercisable immediately with an expiration date of September 24, 2023. As of September 30, 2022, 264,084 Warrants were available related to the Note at an exercise price of $0.568 per share. The note proceeds of $300,000 were allocated between the fair value of the promissory note ($300,000) and the Warrants ($86,750), resulting in a debt discount of $67,292. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. During the year ended December 31, 2019, the Company paid $10,000 towards principal on the Note, and $12,350 of accrued interest and $250 in conversion fees ($12,600 total) was converted into 30,000 shares of common stock. |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 6 - NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable consisted of the following: September 30, 2022 December 31, 2021 Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured $ 10,000 $ 10,000 Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019 (in default), unsecured 30,000 30,000 Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021 (in default), unsecured 5,000 5,000 Note payable to an unrelated individual, interest at 10% per annum, issued January 20, 2021 due January 20, 2022 (in default), unsecured 10,000 10,000 Note payable to an unrelated individual, interest at 8% per annum, issued March 18, 2022 due March 18, 2023, unsecured 10,000 - Note payable to an unrelated entity, interest at 8% per annum, issued April 20, 2022 due April 20, 2023, unsecured 10,000 - Total Notes Payable 75,000 55,000 Less: Current Portion (75,000) (55,000) Long-Term Notes Payable $ - $ - Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2021 totaled $15,153 and $6,345, respectively. Accrued interest and interest expense for these Notes as of and for the nine months ended September 30, 2022 totaled $20,727 and $5,574, respectively. |
NOTE 7 - COMMITMENTS AND CONTIN
NOTE 7 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Promissory Note Default On April 25, 2019, the Company received a demand letter from the legal counsel representing the third-party investor holding Note (A) from Note 5 that stated, among other things, that the Company has defaulted on Note (A). The demand letter further stated that as a result of such breaches and the default remedy provisions of Note (A) set forth therein, as of April 25, 2019, the Company, owed the noteholder at least $490,767, comprised of outstanding principal of $300,000, accrued interest of $12,178, and liquidated damages of $178,589. We have communicated with the noteholder regarding these matters and are under advisement from our legal counsel that, although we have defaulted on Note (A) and as such are accruing the default interest of 24% as stated within Note (A), we are not otherwise in breach of Note (A). We are unable to predict whether we will be able to enter into a workable resolution with the noteholder. If not, the noteholder could commence collection action against the Company and seek to foreclose on our assets and seek other remedies. We and our legal counsel believe the likelihood of this action is remote, and therefore have not accrued for any potential damages at September 30, 2022 and December 31, 2021. |
NOTE 8 - EQUITY TRANSACTIONS
NOTE 8 - EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 8 - EQUITY TRANSACTIONS | NOTE 8 – EQUITY TRANSACTIONS Common Stock The Company has authorized 140,000,000 shares of common stock with a par value of $0.001. There were no common stock transactions during the nine months ended September 30, 2022 or 2021, resulting in 7,361,005 common shares issued and outstanding at September 30, 2022 and December 31, 2021. Preferred Stock The Company has authorized 20,000,000 shares of Preferred Stock. On May 20, 2022, the Company designated 1,000,000 shares of Series A Preferred Stock (“Series A”) with par value of $0.001. Each share of Series A participates in liquidation equal to common stock, is convertible into common stock at the option of the holder on a ten-for-one basis and carries no common votes unless and until converted to common stock at which time the converted shares are entitled to vote on any matter submitted to common stockholders. The Series A shares are not entitled to dividends unless and until converted to common stock at which time they would have dividend rights as common stock holders. On August 24, 2022, the Company issued 450,000 shares of its Series A Preferred Stock for services rendered to the Company. The shares were valued at $20,520. This amount is included in professional fees on the Statement of Operations for the three and nine months ended September 30, 2022. The Company had 450,000 shares of Series A Preferred issued and outstanding at September 30, 2022 and none issued at December 31, 2021. The Company has also designated 50,000 shares as Series D Preferred Stock (“Series D”) with par value of $0.001. Each share of Series D participates in dividends and liquidation equal to common stock, is convertible into common stock at the option of the holder on a one-for-one basis and carries 10,000 common votes on any matter submitted to common stockholder vote. The Company had 5,000 shares of Series D issued and outstanding at September 30, 2022 and December 31, 2021. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from September 30, 2022 through the date the financial statements were issued and concluded there were no items that required recognition or disclosure in its financial statements. |
NOTE 1 - CONDENSED FINANCIAL _2
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Earnings Per Share, Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Earnings Per Share, Policy | Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. During the nine months ended September 30, 2022 and 2021, the Company had warrants outstanding that are exercisable into 264,084 shares of common stock, and convertible debt outstanding that is convertible into 1,429,849 shares of common stock. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses. Three Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (64,149) 7,361,005 $ (0.01) September 30, 2021 $ (39,529) 7,361,005 $ (0.01) Nine Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (156,237) 7,361,005 $ (0.02) September 30, 2021 $ (130,990) 7,361,005 $ (0.02) |
NOTE 1 - CONDENSED FINANCIAL _3
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Inventory, Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Inventory, Policy | Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles and is held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of September 30, 2022, and December 31, 2021, the Company had finished goods bottled tequila inventory on-hand totaling $80,404. The Company has determined that no reserve for obsolete or slow-moving inventory is necessary as of September 30, 2022 or December 31, 2021. |
NOTE 1 - CONDENSED FINANCIAL _4
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Earnings Per Share, Policy: Schedule of EPS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of EPS | Three Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (64,149) 7,361,005 $ (0.01) September 30, 2021 $ (39,529) 7,361,005 $ (0.01) Nine Months Ended Loss (Numerator) Shares (Denominator) Per Share Amount September 30, 2022 $ (156,237) 7,361,005 $ (0.02) September 30, 2021 $ (130,990) 7,361,005 $ (0.02) |
NOTE 4 -RELATED PARTY LOANS A_2
NOTE 4 -RELATED PARTY LOANS AND OTHER TRANSACTIONS: Schedule of convertable debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of convertable debt | September 30, 2022 December 31, 2021 Loans payable to related parties, interest at 12% per annum, due on demand $ 230,375 $ 215,925 Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share 55,000 55,000 Total Convertible Notes and Loans Payable – Related Parties 285,375 270,925 Less: Current Portion (285,375) (270,925) Long-Term Convertible Notes and Loans Payable – Related Parties $ - $ - |
NOTE 5 - CONVERTIBLE PROMISSO_2
NOTE 5 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES: Schedule of promissory notes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of promissory notes | The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at September 30, 2022 and December 31, 2021 as follows: Note (A) Principal (1) Less Debt Discount Plus Premium Net Note Balance Accrued Interest September 30, 2022 $ 290,000 $ - $ - $ 290,000 $ 248,095 December 31, 2021 $ 290,000 $ - $ - $ 290,000 $ 190,781 |
NOTE 6 - NOTES PAYABLE_ Schedul
NOTE 6 - NOTES PAYABLE: Schedule of note payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of note payable | Notes payable consisted of the following: September 30, 2022 December 31, 2021 Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured $ 10,000 $ 10,000 Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019 (in default), unsecured 30,000 30,000 Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021 (in default), unsecured 5,000 5,000 Note payable to an unrelated individual, interest at 10% per annum, issued January 20, 2021 due January 20, 2022 (in default), unsecured 10,000 10,000 Note payable to an unrelated individual, interest at 8% per annum, issued March 18, 2022 due March 18, 2023, unsecured 10,000 - Note payable to an unrelated entity, interest at 8% per annum, issued April 20, 2022 due April 20, 2023, unsecured 10,000 - Total Notes Payable 75,000 55,000 Less: Current Portion (75,000) (55,000) Long-Term Notes Payable $ - $ - |
NOTE 1 - CONDENSED FINANCIAL _5
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Earnings Per Share, Policy (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Details | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 264,084 |
Conversion of Stock, Shares Converted | 1,429,849 |
NOTE 1 - CONDENSED FINANCIAL _6
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Earnings Per Share, Policy: Schedule of EPS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Details | |||||||||
Net loss | $ (64,149) | $ (50,554) | $ (41,534) | $ (39,529) | $ (54,873) | $ (36,588) | $ (156,237) | $ (130,990) | |
Weighted Average Number of Shares Issued, Basic | 7,361,005 | 7,361,005 | 7,361,005 | 7,361,005 | |||||
Earnings Per Share, Basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
NOTE 1 - CONDENSED FINANCIAL _7
NOTE 1 - CONDENSED FINANCIAL STATEMENTS: Inventory, Policy (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Inventory | $ 80,404 | $ 80,404 |
NOTE 2 - INTANGIBLE ASSETS (Det
NOTE 2 - INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Intangible assets | $ 275,000 | $ 275,000 |
NOTE 4 -RELATED PARTY LOANS A_3
NOTE 4 -RELATED PARTY LOANS AND OTHER TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |||
Apr. 30, 2014 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Proceeds from loans payable - related parties | $ 14,450 | $ 25,812 | ||
Loans payable - related parties | 230,375 | $ 215,925 | ||
Cash paid for interest | 9,000 | 6,000 | ||
Accounts Payable, Related Parties, Current | 9,000 | 9,500 | ||
Accrued interest - related parties | 118,959 | 103,093 | ||
Principle | ||||
Loans payable - related parties | 230,375 | 215,925 | ||
Interest | ||||
Loans payable - related parties | 72,742 | 61,812 | ||
Due from Related Parties, Current | 46,218 | 41,281 | ||
Note 2 | ||||
Debt Instrument, Face Amount | $ 40,000 | |||
Debt Instrument, Payment Terms | Notes had a term of one year expiring March 2015, are now payable on demand, and accrue interest at the rate of 12% per annum. | |||
Debt Conversion, Original Debt, Amount | $ 10,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 5,000 | |||
Due from Related Parties, Current | $ 55,000 | 55,000 | ||
Note 3 | ||||
Debt Instrument, Face Amount | $ 15,000 | |||
Related Parties | ||||
Debt Instrument, Interest Rate Terms | These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company. | |||
Loans payable - related parties | $ 230,375 | 215,925 | ||
Accrued interest - related parties | 118,960 | $ 103,093 | ||
Director 1 | ||||
Operating Leases, Future Minimum Payments Due | 500 | |||
Operating Lease, Expense | $ 4,500 | $ 4,500 |
NOTE 4 -RELATED PARTY LOANS A_4
NOTE 4 -RELATED PARTY LOANS AND OTHER TRANSACTIONS: Schedule of convertable debt (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Loans payable to related parties, interest at 12% per annum, due on demand | $ 230,375 | $ 215,925 |
Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share | 55,000 | 55,000 |
Related Parties | ||
Loans payable to related parties, interest at 12% per annum, due on demand | 230,375 | 215,925 |
Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share | 55,000 | 55,000 |
Total Convertible Notes and Loans Payable - Related Parties | 285,375 | 270,925 |
Related Parties | Current | ||
Less: Current Portion | (285,375) | (270,925) |
Related Parties | Noncurrent | ||
Long-Term Convertible Notes and Loans Payable - Related Parties | $ 0 | $ 0 |
NOTE 5 - CONVERTIBLE PROMISSO_3
NOTE 5 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES: Schedule of promissory notes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued interest | $ 268,822 | $ 205,934 |
Promissory Note | ||
Debt Instrument, Face Amount | 290,000 | 290,000 |
Debt Instrument, Unamortized Discount | 0 | 0 |
Debt Instrument, Unamortized Premium | 0 | 0 |
Long-Term Debt, Gross | 290,000 | 290,000 |
Accrued interest | $ 248,095 | $ 190,781 |
NOTE 5 - CONVERTIBLE PROMISSO_4
NOTE 5 - CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 24, 2018 | Sep. 30, 2022 | Dec. 31, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 752 | $ 186 | $ 260 | $ 342 | ||
Inventory | 80,404 | 80,404 | ||||
Intangible assets | 275,000 | 275,000 | ||||
TOTAL ASSETS | $ 356,156 | $ 355,590 | ||||
Warrant | ||||||
Extended Product Warranty Description | exercisable immediately with an expiration date of September 24, 2023 | |||||
Stock Issued During Period, Shares, New Issues | 264,084 | |||||
Amortization of Debt Discount (Premium) | $ 67,292 | |||||
Repayments of Convertible Debt | $ 10,000 | |||||
Debt Conversion, Original Debt, Amount | $ 12,600 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 30,000 | |||||
Note 1 | ||||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Debt Instrument, Payment Terms | maturing on September 24, 2019, and a stated interest of 10% to a third-party investor. |
NOTE 6 - NOTES PAYABLE_ Sched_2
NOTE 6 - NOTES PAYABLE: Schedule of note payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Total Notes Payable | $ 75,000 | $ 55,000 |
Less: Current Portion | (75,000) | (55,000) |
Long-Term Notes Payable | 0 | 0 |
Series 1 | ||
Notes Payable | 10,000 | 10,000 |
Series 2 | ||
Notes Payable | 30,000 | 30,000 |
Series 3 | ||
Notes Payable | 5,000 | 5,000 |
Series 4 | ||
Notes Payable | 10,000 | 10,000 |
Series 5 | ||
Notes Payable | 10,000 | 0 |
Series 6 | ||
Notes Payable | $ 10,000 | $ 0 |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details) - Series - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Interest Payable, Current | $ 20,727 | $ 15,153 |
Interest Expense, Debt | $ 5,574 | $ 6,345 |
NOTE 7 - COMMITMENTS AND CONT_2
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) - Auctus | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Long-Term Debt, Gross | $ 490,767 |
Principle | |
Long-Term Debt, Gross | 300,000 |
Interest | Series 1 | |
Long-Term Debt, Gross | 12,178 |
Interest | Series 2 | |
Debt Related Commitment Fees and Debt Issuance Costs | $ 178,589 |
NOTE 8 - EQUITY TRANSACTIONS (D
NOTE 8 - EQUITY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 7,361,005 | 7,361,005 |
Common Stock, Shares, Issued | 7,361,005 | 7,361,005 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Stock Issued During Period, Value, Issued for Services | $ 20,520 | |
Series A Preferred Stock | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Stock Issued During Period, Shares, Issued for Services | 450,000 | |
Stock Issued During Period, Value, Issued for Services | $ 450 | |
Preferred Stock, Shares Issued | 450,000 | 0 |
Preferred Stock, Shares Outstanding | 450,000 | 0 |
Series D Preferred Stock | ||
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Stock Issued During Period, Value, Issued for Services | $ 0 | |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Preferred Stock, Shares Outstanding | 5,000 | 5,000 |