Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001539850 | |
Entity Registrant Name | Starco Brands, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 0-54892 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 27-1781753 | |
Entity Address, Address Line One | 250 26th Street, Suite 200 | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90402 | |
City Area Code | 323 | |
Local Phone Number | 266-7111 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | STCB | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 221,647,203 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 470,362 | $ 338,863 |
Accounts receivable, net, $1,360,457 and $174,059 from related party, respectively | 1,968,619 | 174,059 |
Prepaid expenses and other assets | 337,394 | 733,020 |
Inventory | 2,559,234 | 0 |
Total Current Assets | 5,335,609 | 1,245,942 |
Property and equipment, net | 12,420 | 0 |
Current leases – right of use assets | 79,632 | 0 |
Intangible Assets | 37,166 | 20,000 |
Goodwill | 9,898,731 | 0 |
Note receivable, related party | 95,640 | 95,640 |
Total Assets | 15,459,198 | 1,361,582 |
Current Liabilities: | ||
Accounts payable | 495,017 | 592,665 |
Other payables and accrued liabilities, $179,477 and $202,023 from related party, respectively | 501,001 | 1,002,798 |
Stock payable | 0 | 654,166 |
Treasury stock payable, current | 131,400 | 131,400 |
Loans and advances payable, related party | 600,000 | 376,382 |
Notes payable | 92,334 | 53,822 |
Current liabilities – operating lease liabilities | 81,223 | 0 |
Total Current Liabilities | 1,900,975 | 2,811,233 |
Treasury stock payable, net of current portion | 98,550 | 197,100 |
Loans payable, net of current portion, $1,264,954 and $1,100,000 from related party, respectively | 1,357,288 | 1,100,000 |
Total Liabilities | 3,356,813 | 4,108,333 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $.001 par value; 40,000,000 shares authorized; no shares issued and outstanding, at September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $.001 par value; 300,000,000 shares authorized; 221,647,203 and 159,140,665 shares issued and outstanding, at September 30, 2022 and December 31, 2021, respectively | 221,647 | 159,141 |
Additional paid in capital | 28,738,630 | 15,950,403 |
Treasury stock at cost | (394,200) | (394,200) |
Equity consideration payable | 1,897,727 | 0 |
Accumulated deficit | (18,355,366) | (18,388,186) |
Total Starco Brands' Stockholders' Equity (Deficit) | 12,108,438 | (2,672,842) |
Non-controlling interest | (6,053) | (73,909) |
Total Stockholders' Equity (Deficit) | 12,102,385 | (2,746,751) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 15,459,198 | $ 1,361,582 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, related parties | $ 1,360,457 | $ 174,059 |
Accrued liabilities, related party | 179,477 | 202,023 |
Loans payable, related party | $ 1,264,954 | $ 1,100,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 221,647,203 | 159,140,665 |
Common stock, shares outstanding (in shares) | 221,647,203 | 159,140,665 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ / shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, $1,441,361 and $3,594,854 from related parties for the three and nine months ended September 30, 2022, net | $ 1,658,253 | $ 109,503 | $ 3,811,746 | $ 484,073 |
Cost of goods sold | 343,994 | 0 | 343,994 | 0 |
Gross profit | 1,314,259 | 109,503 | 3,467,752 | 484,073 |
Operating Expenses: | ||||
Compensation expense | 176,148 | 11,673 | 395,974 | 89,466 |
Professional fees | 884,558 | 57,480 | 1,122,532 | 167,882 |
Marketing, General and administrative | 364,331 | 430,176 | 1,677,991 | 750,540 |
Marketing, related party | 0 | 0 | 131,614 | 0 |
Total Operating Expenses | 1,425,037 | 499,329 | 3,328,111 | 1,007,888 |
Income (Loss) from operations | (110,778) | (389,826) | 139,641 | (523,815) |
Other Income (Expense): | ||||
Interest expense | (15,232) | (2,987) | (47,127) | (22,173) |
Other income (expense) | 8,161 | 0 | 8,161 | (3,500) |
Total Other Income (Expense) | (7,071) | (2,987) | (38,966) | (25,673) |
Income (loss) before provisions for income taxes | (117,849) | (392,813) | 100,675 | (549,488) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | (117,849) | (392,813) | 100,675 | (549,488) |
Net (income) loss attributable to non-controlling interest | (32,693) | 0 | (67,856) | 0 |
Net Income (Loss) attributable to Starco Brands | $ (150,542) | $ (392,813) | $ 32,819 | $ (549,488) |
Income (Loss) per share, basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Income (Loss) per share, diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Shares Outstanding - Basic (in shares) | 172,236,263 | 159,140,665 | 163,557,744 | 159,140,665 |
Weighted Average Shares Outstanding - Diluted (in shares) | 172,236,263 | 159,140,665 | 163,885,661 | 159,140,665 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from related parties | $ 1,441,361 | $ 100,000 | $ 3,594,854 | $ 500,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Equity Consideration Payable [Member] | Total |
Balance at Dec. 31, 2020 | $ 0 | $ 159,141 | $ 15,723,705 | $ 0 | $ (16,137,021) | $ 0 | $ 0 | $ (254,175) |
Balance (in shares) at Dec. 31, 2020 | 159,140,665 | |||||||
Estimated fair value of contributed services | 0 | $ 0 | 11,700 | 0 | 0 | 0 | 0 | 11,700 |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (115,909) | 0 | 0 | (115,909) |
Balance (in shares) at Mar. 31, 2021 | 0 | 159,140,665 | ||||||
Balance at Mar. 31, 2021 | $ 0 | $ 159,141 | 15,735,405 | 0 | (16,252,930) | 0 | 0 | (358,384) |
Balance at Dec. 31, 2020 | $ 0 | $ 159,141 | 15,723,705 | 0 | (16,137,021) | 0 | 0 | (254,175) |
Balance (in shares) at Dec. 31, 2020 | 159,140,665 | |||||||
Net income (loss) | (549,488) | |||||||
Balance (in shares) at Sep. 30, 2021 | 0 | 159,140,665 | ||||||
Balance at Sep. 30, 2021 | $ 0 | $ 159,141 | 15,725,955 | 0 | (16,686,508) | 0 | 0 | (801,412) |
Balance at Mar. 31, 2021 | $ 0 | $ 159,141 | 15,735,405 | 0 | (16,252,930) | 0 | 0 | (358,384) |
Balance (in shares) at Mar. 31, 2021 | 0 | 159,140,665 | ||||||
Estimated fair value of contributed services | $ 0 | $ 0 | 11,700 | 0 | 0 | 0 | 0 | 11,700 |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (40,766) | 0 | 0 | (40,766) |
Balance (in shares) at Jun. 30, 2021 | 0 | 159,140,665 | ||||||
Balance at Jun. 30, 2021 | $ 0 | $ 159,141 | 15,747,105 | 0 | (16,293,696) | 0 | 0 | (387,450) |
Estimated fair value of contributed services | 0 | 0 | 11,700 | 0 | 0 | 0 | 0 | 11,700 |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (392,813) | 0 | 0 | (392,813) |
Common stock repurchased (in shares) | 0 | 0 | ||||||
Common stock repurchased | $ 0 | $ 0 | (32,850) | 0 | 0 | 0 | 0 | (32,850) |
Balance (in shares) at Sep. 30, 2021 | 0 | 159,140,665 | ||||||
Balance at Sep. 30, 2021 | $ 0 | $ 159,141 | 15,725,955 | 0 | (16,686,508) | 0 | 0 | (801,412) |
Balance at Dec. 31, 2021 | $ 0 | $ 159,141 | 15,950,403 | (394,200) | (18,388,186) | (73,909) | 0 | (2,746,751) |
Balance (in shares) at Dec. 31, 2021 | 0 | 159,140,665 | ||||||
Estimated fair value of contributed services | $ 0 | $ 0 | 54,862 | 0 | 0 | 0 | 0 | 54,862 |
Net income (loss) | 0 | 0 | 0 | 0 | 40,949 | 11,862 | 0 | 52,811 |
Estimated fair value of warrants issued | $ 0 | $ 0 | 53,741 | 0 | 0 | 0 | 0 | 53,741 |
Balance (in shares) at Mar. 31, 2022 | 0 | 159,140,665 | ||||||
Balance at Mar. 31, 2022 | $ 0 | $ 159,141 | 16,059,006 | (394,200) | (18,347,237) | (62,047) | 0 | (2,585,337) |
Balance at Dec. 31, 2021 | $ 0 | $ 159,141 | 15,950,403 | (394,200) | (18,388,186) | (73,909) | 0 | (2,746,751) |
Balance (in shares) at Dec. 31, 2021 | 0 | 159,140,665 | ||||||
Net income (loss) | 100,675 | |||||||
Balance (in shares) at Sep. 30, 2022 | 0 | 221,647,203 | ||||||
Balance at Sep. 30, 2022 | $ 0 | $ 221,647 | 28,738,630 | (394,200) | (18,355,366) | (6,053) | 1,897,727 | 12,102,385 |
Balance at Mar. 31, 2022 | $ 0 | $ 159,141 | 16,059,006 | (394,200) | (18,347,237) | (62,047) | 0 | (2,585,337) |
Balance (in shares) at Mar. 31, 2022 | 0 | 159,140,665 | ||||||
Estimated fair value of contributed services | $ 0 | $ 216 | 209,475 | 0 | 0 | 0 | 0 | 209,691 |
Net income (loss) | 0 | 0 | 0 | 0 | 142,413 | 23,301 | 0 | 165,714 |
Estimated fair value of warrants issued | $ 0 | $ 0 | 22,599 | 0 | 0 | 0 | 0 | 22,599 |
Estimated fair value of contributed services (in shares) | 0 | 216,664 | ||||||
Issuance of shares for cash (in shares) | 0 | 151,250 | ||||||
Issuance of shares for cash | $ 0 | $ 151 | 150,343 | 0 | 0 | 0 | 0 | 150,494 |
Recognition of deferred offering costs | $ 0 | $ 0 | (135,434) | 0 | 0 | 0 | 0 | (135,434) |
Issuance of shares related to stock payable (in shares) | 0 | 728,570 | ||||||
Issuance of shares related to stock payable | $ 0 | $ 729 | 654,166 | 0 | 0 | 0 | 0 | 654,895 |
Balance (in shares) at Jun. 30, 2022 | 0 | 160,237,149 | ||||||
Balance at Jun. 30, 2022 | $ 0 | $ 160,237 | 16,960,155 | (394,200) | (18,204,824) | (38,746) | 0 | (1,517,378) |
Estimated fair value of contributed services | 0 | 81 | 119,739 | 0 | 0 | 0 | 0 | 119,820 |
Net income (loss) | 0 | 0 | 0 | 0 | (150,542) | 32,693 | 0 | (117,849) |
Estimated fair value of warrants issued | $ 0 | $ 0 | 60,600 | 0 | 0 | 0 | 0 | 60,600 |
Estimated fair value of contributed services (in shares) | 0 | 81,249 | ||||||
Issuance of shares related to AOS acquisition (in shares) | 0 | 61,328,805 | ||||||
Issuance of shares related to AOS acquisition | $ 0 | $ 61,329 | 11,598,135 | 0 | 0 | 0 | 0 | 11,659,464 |
Equity payble related to AOS acquisition | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 1,897,727 | 1,897,727 |
Balance (in shares) at Sep. 30, 2022 | 0 | 221,647,203 | ||||||
Balance at Sep. 30, 2022 | $ 0 | $ 221,647 | $ 28,738,630 | $ (394,200) | $ (18,355,366) | $ (6,053) | $ 1,897,727 | $ 12,102,385 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows From (Used In) Operating Activities: | |||||||
Net income (loss) | $ (117,849) | $ 52,811 | $ (392,813) | $ (115,909) | $ 100,675 | $ (549,488) | |
Loss on disposal of asset | 0 | 3,500 | |||||
Contributed services and stock services | 384,076 | 0 | |||||
Stock based compensation | 136,940 | 35,100 | |||||
Depreciation | 4,202 | 0 | 4,202 | 0 | |||
Amortization | 6,013 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, related party | (1,186,398) | (100,869) | |||||
Accounts receivable | 57,800 | 0 | |||||
Prepaids & other assets | 662,756 | (252,175) | |||||
Inventory | (54,513) | 0 | |||||
Accounts payable | (174,733) | (44,150) | |||||
Accrued expenses, related party | (21,745) | (77,817) | |||||
Accrued liabilities | (548,606) | 300,000 | |||||
Net Cash Used In Operating Activities | (633,533) | (685,899) | |||||
Cash Flows From Investing Activities: | |||||||
Cash Received in Acquisition of Business, net of cash paid | 193,670 | 0 | |||||
Purchases of intangibles | 0 | (20,000) | |||||
Net Cash Provided by (Used) In Investing Activities | 193,670 | (20,000) | |||||
Cash Flows From Financing Activities: | |||||||
Advances / loans from related parties | 480,906 | 936,888 | |||||
(Repayment of advances)/borrowings from related parties | 0 | (492,831) | |||||
Proceeds on notes payable | 92,334 | 80,291 | |||||
Payments on notes payable | (53,822) | 0 | |||||
Proceeds from issuance of common stock | 150,494 | 0 | |||||
Repurchase of common stock | (98,550) | (32,850) | |||||
Net Cash Provided By Financing Activities | 571,362 | 491,498 | |||||
Net Increase (Decrease) In Cash | 131,499 | (214,401) | |||||
Cash - Beginning of Period | $ 338,863 | $ 773,322 | 338,863 | 773,322 | $ 773,322 | ||
Cash - End of Period | $ 470,362 | $ 558,921 | 470,362 | 558,921 | $ 338,863 | ||
Supplemental Cash Flow Information: | |||||||
Interest paid | 55,584 | 22,261 | |||||
Income Taxes | 0 | 0 | |||||
Noncash operating and financing activities: | |||||||
Non-cash issuance of stock payable | 654,166 | 0 | |||||
Reclass of offering costs to additional paid-in capital | 135,434 | 0 | |||||
Estimated fair value of shares issued in acquisition | $ 13,557,191 | $ 0 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Starco Brands, Inc. (STCB) was incorporated in the State of Nevada on January 26, 2010, September 7, 2017, July 2017, During the third 2021 , two not On September 12, 2022, The accompanying condensed consolidated financial statements are of STCB and its subsidiaries Whipshots Holdings, Whipshots LLC, and AOS (collectively, the "Company"). In our opinion, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of unaudited consolidated financial position and the unaudited consolidated results of operations for interim periods presented have been reflected herein. The results of operations for the interim periods are not |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 Basis of Consolidation The consolidated financial statements of Starco Brands, Inc. include the accounts of STCB, our wholly owned subsidiary AOS, and our 96% owned subsidiary and its wholly owned subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest in accordance with ASC 810, Our consolidated subsidiaries at September 30, 2022 Basis of presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10 not 10 December 31, 2021. 10 Use of estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of contributed services and recoverability of prepaid royalties. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may not not Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three may September 30, 2022, December 31, 2021. Accounts Receivable Revenues that have been recognized but payment has not not not September 30, 2022 December 31, 2021. Fair value of financial instruments The Company follows paragraph 825 10 50 10 820 10 35 37 820 10 35 37” 820 10 35 37 820 10 35 37 three 3 three 3 820 10 35 37 Level 1: Level 2: 1, Level 3: not The carrying amount of the Company’s consolidated financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2022. Revenue recognition STCB and its subsidiaries currently earn a majority of their revenue as royalties from the licensing agreements it has with TSG, a related entity, and other related parties. STCB licenses the right for TSG to manufacture and sell certain Starco Brands products. The amount of the licensing revenue received varies depending upon the product and the royalty percentage is determined beforehand in each agreement. The Company recognizes its revenue under these licensing agreements only when sales are made by TSG or other related parties to a third AOS, one The Company applies the following five The Company only applies the five 606 Stock-based Compensation The Company accounts for stock-based compensation per the provisions of ASC 718, 718” not not Net income (loss) per common share Net income (loss) per common share is computed pursuant to ASC 260, 260 first September 30, 2022, nine September 30, 2022 Intangible Assets Indefinite-lived intangible assets consist of certain trademarks. These intangible assets are not The Company assesses potential impairment of its long-lived assets whenever events or changes in circumstances indicate that an asset or asset group’s carrying value may not 820, no Royalties and Licenses Royalty-based obligations with content licensors are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalty-based obligations are generally expensed to cost of revenue generally at the greater of the contractual rate or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Prepayments made are generally made in connection with the development of a particular product, and therefore, we are generally subject to risk during the product phase. Payments earned after completion of the product (primarily royalty-based in nature) are generally expensed as cost of revenue. The Company contracts with some licensors include minimum guaranteed royalty payments, which are initially recorded as an asset and as a liability at the contractual amount when no Each quarter, we also evaluate the expected future realization of our royalty-based assets, as well as any unrecognized minimum commitments not Our minimum contractual obligations related to the above agreement as of September 30, 2022 December 31, 2023, 2024, PP&E Property and equipment is recorded at cost. Depreciation is computed using straight-line over the estimated useful lives of the related assets. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Maintenance and repairs are expensed as incurred. When properties are retired or otherwise disposed of, related costs and related accumulated depreciation are removed from the accounts. As of September 30, 2022, not December 31, 2021. three nine September 30, 2022 three nine September 30, 2021. Leases With the adoption of ASC 842, may AOS, the Company’s wholly owned subsidiary leases its corporate office (“AOS Lease”). The AOS Lease is classified as an operating lease and has a term of 2 years, for approximately 1,372 square feet of office space located in West Hollywood, California. The lease expires in September 2023 March 2022, In accordance with ASC 842, 10 . Inventory Inventory consists of premium body and skincare products. Inventory is measured using the first first September 30, 2022. nine September 30, 2022. Acquisitions, Intangible Assets and Goodwill The condensed consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning their respective useful lives. Accordingly, we typically obtain the assistance of third not Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker and views the Company’s operations and manages its business in one Recent accounting pronouncements In June 2022, 2022 03, 820 2022 03” 2022 03 not not December 15, 2024. not The Company does not |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $18.4 million at September 30, 2022 nine September 30, 2022. nine September 30, 2022. December 2021. September 30, 2022, not may |
Note 4 - Acquisition
Note 4 - Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 4 On September 12, 2022, no may 18 may not not 501 1933, Securities Act The 5,000,000 additional restricted shares of Company common stock to be issued after an 18 may not not As of September 30, 2022, The AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Consideration 1 $ 13,558,366 Assets acquired: Cash and cash equivalents 200,661 Accounts receivable 665,961 Prepaid and other assets 443,428 Inventory 2,504,722 PP&E, net 16,622 Intangibles 17,309 Right of use asset 85,502 Total assets acquired 3,934,205 Liabilities assumed: Accrued liabilities 61,064 Accounts payable 125,967 Right of use liability 87,539 Total liabilities assumed 274,570 Net assets acquired 3,659,635 Goodwill $ 9,898,731 The preliminary purchase price allocation is based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed. The Company will utilize recognized valuation techniques as part of its final valuation of the AOS Acquisition, which is expected to be complete in Q4 2022. may one Subsequent to the AOS Acquisition, during the period September 13, 2022 September 30, 2022, The Company incurred approximately $845,000 in transaction costs related to the AOS Acquisition, primarily coming from legal, banking, accounting and other professional service fees. The following unaudited proforma condensed consolidated results of operations have been prepared, as if the Acquisition had occurred as of July 1, 2022 2021, January 1, 2022 2021, three nine September 30, 2020, 1 PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited) For the Three Months Ended September 30, 2022 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 1,441,361 $ 1,124,404 $ 2,565,765 Net Income (Loss) $ (17,578 ) $ (1,575,417 ) $ (1,592,995 ) Net (income) attributable to non-controlling interest $ (32,693 ) $ - (32,693 ) Net Income (Loss) attributable to Starco Brands $ (50,271 ) $ (1,575,417 ) $ (1,625,688 ) For the Nine Months Ended September 30, 2022 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 3,594,854 $ 4,141,348 $ 7,736,202 Net Income (Loss) $ 200,946 $ (2,517,001 ) $ (2,316,055 ) Net (income) attributable to non-controlling interest $ (67,856 ) $ - (67,856 ) Net Income (Loss) attributable to Starco Brands $ 133,090 $ (2,517,001 ) $ (2,383,911 ) For the Three Months Ended September 30, 2021 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 109,503 $ 2,364,997 $ 2,474,500 Net Income (Loss) $ (392,813 ) $ (1,125,739 ) $ (1,518,552 ) Net (income) attributable to non-controlling interest $ - $ - - Net Income (Loss) attributable to Starco Brands $ (392,813 ) $ (1,125,739 ) $ (1,518,552 ) For the Nine Months Ended September 30, 2021 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 484,073 $ 8,354,867 $ 8,838,940 Net Income (Loss) $ (549,488 ) $ (2,371,570 ) $ (2,921,058 ) Net (income) attributable to non-controlling interest - $ - - Net Income (Loss) attributable to Starco Brands $ (549,488 ) $ (2,371,570 ) $ (2,921,058 ) A pro forma balance sheet was excluded from this disclosure as the transaction is already reflected in the September 30, 2022 September 12, 2022 |
Note 5 - Notes Payable
Note 5 - Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 5 NOTES PAYABLE In September 2021, June 2022. December 31, 2021 June 2022. In September 2022, second June, 2023. three nine September 30, 2022, September 30, 2022. See Note 7 Related Party Transactions |
Note 6 - Commitments & Continge
Note 6 - Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 COMMITMENTS & CONTINGENCIES On February 18, 2020, no On September 8, 2021, August 24, 2021, seven 2021, On September 14, 2021, 2024, three nine September 30, 2022 September 30, 2022. Following the 18 5,000,000 September 30, 2022, |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, June 2021, 36 July 2021, 10 three nine September 30, 2022 2022. As of September 30, 2022, may Ross Sklar, CEO Notes On January 24, 2020, “January 24, 2020 January 24, 2020 two July 19, 2022, January 24, 2020 January 24, 2020 January 24, 2020 January 24, 2020 January 24, 2022 July 19, 2022). 10% 4% 4% July 19, 2024, may On June 28, 2021, “June 28, 2021 January 24, 2020 June 28, 2023. On September 17, 2021, third “September 17, 2021 January 24, 2020 September 17, 2023. On December 13, 2021, fourth “December 13, 2021 January 24, 2020 December 12, 2023. On February 14, 2022, fifth “February 14, 2022 February 14, 2022 two may 10 10 Other Related Party Transactions As of September 30, 2022, During the three nine September 30, 2022, February 2022. During the three nine September 30, 2022, September 30, 2021, September 30, 2022 December 31, 2021, During the year ended December 31, 2021, no During the three nine September 30, 2022, |
Note 8 - Stock Warrants
Note 8 - Stock Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stock Warrants [Text Block] | NOTE 8 STOCK WARRANTS On October 20, 2021, two On October 21, 2021, three On September 12, 2022, three five Risk- Number of free Stock Stock Strike Expected Interest Dividend Expected Fair Date Warrants Price Price Volatility Rate Rate Term Value 10/20/2021 250,000 $ 1,00 $ 1,00 75.00 % 0.77 % 0.00 % 1.0 years $ 63,000 10/21/2021 300,000 $ 0.90 $ 0.90 75.00 % 0.77 % 0.00 % 1.0 years $ 93,917 9/12/2022 33,150,000 $ 0.19 $ 0.19 103.09 % 3.47 % 0.00 % 3.0 years $ 4,088,769 A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares available to purchase Weighted Weighted with Average Average warrants Price Fair Value Outstanding, December 31, 2020 2,000,000 $ 1.05 $ 0.003 Issued 550,000 $ 0.95 $ 0.023 Exercised - $ - $ - Cancelled - $ - $ - Expired - $ - $ - Outstanding, December 31, 2021 2,550,000 $ 1.03 $ 0.007 Issued 33,150,000 $ 0.19 $ 0.19 Exercised - $ - $ - Cancelled - $ - $ - Expired - $ - $ - Outstanding, September 30, 2022 35,700,000 $ 0.25 0.19 Exercisable, September 30, 2022 2,225,000 $ 1.03 $ 0.007 The Company granted stock warrants to purchase an aggregate of 33,150,000 and no shares of common stock during the nine September 30, 2022 2021, The weighted average grant date fair value of stock warrants granted and vested during the nine September 30, 2022, not nine September 30, 2021. September 30, 2022. The following table summarizes information about stock warrants to purchase shares of the Company’s common stock outstanding and exercisable as of September 30, 2022: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Warrants In Years Price Exercisable $ 1.05 2,000,000 0.67 $ 1.05 2,000,000 1.00 250,000 2.00 1.00 125,000 0.90 300,000 3.00 0.90 100,000 0.19 33,150,000 4.98 0.19 - 35,700,000 4.70 $ 0.25 2,225,000 The compensation expense attributed to the issuance of the stock warrants is recognized as they are vested. Total compensation expense related to the stock warrants was $136,940 and $38,099 for the nine September 30, 2022 2021, three September 30, 2022 2021, September 30, 2022, The aggregate intrinsic value is zero September 30, 2022, |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 STOCKHOLDERS' EQUITY (DEFICIT) On July 23, 2020, 14 October 2021, three nine September 30, 2022 |
Note 10 - Leases
Note 10 - Leases | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 10 LEASES The following table presents net lease cost and other supplemental lease information: Nine Months Ended September 30, 2022 Lease cost Operating lease cost (cost resulting from lease payments) $ 7,848 Short term lease cost - Sublease income (7,848 ) Net lease cost $ - Operating lease – operating cash flows (fixed payments) $ 7,848 Operating lease – operating cash flows (liability reduction) $ 6,316 Current leases – right of use assets $ 79,632 Current liabilities – operating lease liabilities $ 81,223 Non-current liabilities – operating lease liabilities $ - Operating lease ROU assets $ Weighted-average remaining lease term (in years) 1 Weighted-average discount rate 2.1 % The Company did not nine September 30, 2021. The Company obtained right-of-use assets of $85,502 in exchange for operating lease liabilities. Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine September 30, 2022: Fiscal Year Operating Leases Remainder of 2022 $ 23,543 2023 66,864 Total future minimum lease payments 90,407 Amount representing interest 9,184 Present value of net future minimum lease payments $ 81,223 |
Note 11 - Property and Equipmen
Note 11 - Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 11 PROPERTY AND EQIUPMENT Property and equipment, net consist of the following: September 30, 2022 Tools and equipment $ 16,434 Computer equipment 188 Property and equipment, gross 16,622 Less: Accumulated depreciation (4,202 ) Property and equipment, net $ 12,420 The Company did not September 30, 2021. |
Note 12 - Intangible Assets and
Note 12 - Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 12 INTANGIBLE ASSETS AND GOODWILL Intangible assets, net consists of the following: September 30, 2022 Gross Accumulated Net Carrying Amortization Amount Trademark $ 20,000 $ - $ 20,000 Domain name 17,309 143 17,166 Intangible Assets $ 37,309 $ 143 $ 37,166 September 30, 2021 Gross Accumulated Net Carrying Amortization Amount Trademark $ 20,000 $ - $ 20,000 Intangible Assets $ - $ - $ 20,000 As of September 30, 2022, Fiscal Period: Remainder of 2022 $ 419 2023 1,717 2024 1,717 2025 1,717 2026 1,717 2027 1,717 Thereafter 8,162 Total amortization remaining $ 17,166 The changes in the carrying amounts of goodwill during the nine September 30, 2022 Balance at December 31, 2021 $ - Acquisitions 9,898,731 Measurement period adjustments - Balance at September 30, 2022 $ 9,898,731 As of September 30, 2022, |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 13 Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, no On November 1, 2022, one On November 3, 2022, three Date Number of Stock Warrants Stock Price Strike Price Expected Volatility Risk-free Interest Rate Dividend Rate Expected Term (in years) Fair Value 11/01/2022 100,000 $ 0.20 $ 0.20 102.86 % 4.27 % 0.00 % 1.0 $ 8,116 11/03/2022 5,000,000 $ 0.19 $ 0.19 102.84 % 4.36 % 0.00 % 3.0 $ 618,176 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The consolidated financial statements of Starco Brands, Inc. include the accounts of STCB, our wholly owned subsidiary AOS, and our 96% owned subsidiary and its wholly owned subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest in accordance with ASC 810, Our consolidated subsidiaries at September 30, 2022 |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10 not 10 December 31, 2021. 10 |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of contributed services and recoverability of prepaid royalties. Actual results could differ from those estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may not not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three may September 30, 2022, December 31, 2021. |
Accounts Receivable [Policy Text Block] | Accounts Receivable Revenues that have been recognized but payment has not not not September 30, 2022 December 31, 2021. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments The Company follows paragraph 825 10 50 10 820 10 35 37 820 10 35 37” 820 10 35 37 820 10 35 37 three 3 three 3 820 10 35 37 Level 1: Level 2: 1, Level 3: not The carrying amount of the Company’s consolidated financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2022. |
Revenue [Policy Text Block] | Revenue recognition STCB and its subsidiaries currently earn a majority of their revenue as royalties from the licensing agreements it has with TSG, a related entity, and other related parties. STCB licenses the right for TSG to manufacture and sell certain Starco Brands products. The amount of the licensing revenue received varies depending upon the product and the royalty percentage is determined beforehand in each agreement. The Company recognizes its revenue under these licensing agreements only when sales are made by TSG or other related parties to a third AOS, one The Company applies the following five The Company only applies the five 606 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based Compensation The Company accounts for stock-based compensation per the provisions of ASC 718, 718” not not |
Earnings Per Share, Policy [Policy Text Block] | Net income (loss) per common share Net income (loss) per common share is computed pursuant to ASC 260, 260 first September 30, 2022, nine September 30, 2022 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Indefinite-lived intangible assets consist of certain trademarks. These intangible assets are not The Company assesses potential impairment of its long-lived assets whenever events or changes in circumstances indicate that an asset or asset group’s carrying value may not 820, no |
Royalties and Licenses [Policy Text Block] | Royalties and Licenses Royalty-based obligations with content licensors are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalty-based obligations are generally expensed to cost of revenue generally at the greater of the contractual rate or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Prepayments made are generally made in connection with the development of a particular product, and therefore, we are generally subject to risk during the product phase. Payments earned after completion of the product (primarily royalty-based in nature) are generally expensed as cost of revenue. The Company contracts with some licensors include minimum guaranteed royalty payments, which are initially recorded as an asset and as a liability at the contractual amount when no Each quarter, we also evaluate the expected future realization of our royalty-based assets, as well as any unrecognized minimum commitments not Our minimum contractual obligations related to the above agreement as of September 30, 2022 December 31, 2023, 2024, |
Property, Plant and Equipment, Policy [Policy Text Block] | PP&E Property and equipment is recorded at cost. Depreciation is computed using straight-line over the estimated useful lives of the related assets. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Maintenance and repairs are expensed as incurred. When properties are retired or otherwise disposed of, related costs and related accumulated depreciation are removed from the accounts. As of September 30, 2022, not December 31, 2021. three nine September 30, 2022 three nine September 30, 2021. |
Revenue Recognition, Leases [Policy Text Block] | Leases With the adoption of ASC 842, may AOS, the Company’s wholly owned subsidiary leases its corporate office (“AOS Lease”). The AOS Lease is classified as an operating lease and has a term of 2 years, for approximately 1,372 square feet of office space located in West Hollywood, California. The lease expires in September 2023 March 2022, In accordance with ASC 842, 10 . |
Inventory, Policy [Policy Text Block] | Inventory Inventory consists of premium body and skincare products. Inventory is measured using the first first September 30, 2022. nine September 30, 2022. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Acquisitions, Intangible Assets and Goodwill The condensed consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning their respective useful lives. Accordingly, we typically obtain the assistance of third not |
Segment Reporting, Policy [Policy Text Block] | Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker and views the Company’s operations and manages its business in one |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements In June 2022, 2022 03, 820 2022 03” 2022 03 not not December 15, 2024. not The Company does not |
Note 4 - Acquisition (Tables)
Note 4 - Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Consideration 1 $ 13,558,366 Assets acquired: Cash and cash equivalents 200,661 Accounts receivable 665,961 Prepaid and other assets 443,428 Inventory 2,504,722 PP&E, net 16,622 Intangibles 17,309 Right of use asset 85,502 Total assets acquired 3,934,205 Liabilities assumed: Accrued liabilities 61,064 Accounts payable 125,967 Right of use liability 87,539 Total liabilities assumed 274,570 Net assets acquired 3,659,635 Goodwill $ 9,898,731 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the Three Months Ended September 30, 2022 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 1,441,361 $ 1,124,404 $ 2,565,765 Net Income (Loss) $ (17,578 ) $ (1,575,417 ) $ (1,592,995 ) Net (income) attributable to non-controlling interest $ (32,693 ) $ - (32,693 ) Net Income (Loss) attributable to Starco Brands $ (50,271 ) $ (1,575,417 ) $ (1,625,688 ) For the Nine Months Ended September 30, 2022 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 3,594,854 $ 4,141,348 $ 7,736,202 Net Income (Loss) $ 200,946 $ (2,517,001 ) $ (2,316,055 ) Net (income) attributable to non-controlling interest $ (67,856 ) $ - (67,856 ) Net Income (Loss) attributable to Starco Brands $ 133,090 $ (2,517,001 ) $ (2,383,911 ) For the Three Months Ended September 30, 2021 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 109,503 $ 2,364,997 $ 2,474,500 Net Income (Loss) $ (392,813 ) $ (1,125,739 ) $ (1,518,552 ) Net (income) attributable to non-controlling interest $ - $ - - Net Income (Loss) attributable to Starco Brands $ (392,813 ) $ (1,125,739 ) $ (1,518,552 ) For the Nine Months Ended September 30, 2021 Starco Brands Inc. The AOS Group Inc. Proforma Starco Brands Inc. Revenue $ 484,073 $ 8,354,867 $ 8,838,940 Net Income (Loss) $ (549,488 ) $ (2,371,570 ) $ (2,921,058 ) Net (income) attributable to non-controlling interest - $ - - Net Income (Loss) attributable to Starco Brands $ (549,488 ) $ (2,371,570 ) $ (2,921,058 ) |
Note 8 - Stock Warrants (Tables
Note 8 - Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Risk- Number of free Stock Stock Strike Expected Interest Dividend Expected Fair Date Warrants Price Price Volatility Rate Rate Term Value 10/20/2021 250,000 $ 1,00 $ 1,00 75.00 % 0.77 % 0.00 % 1.0 years $ 63,000 10/21/2021 300,000 $ 0.90 $ 0.90 75.00 % 0.77 % 0.00 % 1.0 years $ 93,917 9/12/2022 33,150,000 $ 0.19 $ 0.19 103.09 % 3.47 % 0.00 % 3.0 years $ 4,088,769 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares available to purchase Weighted Weighted with Average Average warrants Price Fair Value Outstanding, December 31, 2020 2,000,000 $ 1.05 $ 0.003 Issued 550,000 $ 0.95 $ 0.023 Exercised - $ - $ - Cancelled - $ - $ - Expired - $ - $ - Outstanding, December 31, 2021 2,550,000 $ 1.03 $ 0.007 Issued 33,150,000 $ 0.19 $ 0.19 Exercised - $ - $ - Cancelled - $ - $ - Expired - $ - $ - Outstanding, September 30, 2022 35,700,000 $ 0.25 0.19 Exercisable, September 30, 2022 2,225,000 $ 1.03 $ 0.007 |
Schedule of Exercisable Warrants [Table Text Block] | Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Warrants In Years Price Exercisable $ 1.05 2,000,000 0.67 $ 1.05 2,000,000 1.00 250,000 2.00 1.00 125,000 0.90 300,000 3.00 0.90 100,000 0.19 33,150,000 4.98 0.19 - 35,700,000 4.70 $ 0.25 2,225,000 |
Note 10 - Leases (Tables)
Note 10 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Nine Months Ended September 30, 2022 Lease cost Operating lease cost (cost resulting from lease payments) $ 7,848 Short term lease cost - Sublease income (7,848 ) Net lease cost $ - Operating lease – operating cash flows (fixed payments) $ 7,848 Operating lease – operating cash flows (liability reduction) $ 6,316 Current leases – right of use assets $ 79,632 Current liabilities – operating lease liabilities $ 81,223 Non-current liabilities – operating lease liabilities $ - Operating lease ROU assets $ Weighted-average remaining lease term (in years) 1 Weighted-average discount rate 2.1 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Fiscal Year Operating Leases Remainder of 2022 $ 23,543 2023 66,864 Total future minimum lease payments 90,407 Amount representing interest 9,184 Present value of net future minimum lease payments $ 81,223 |
Note 11 - Property and Equipm_2
Note 11 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2022 Tools and equipment $ 16,434 Computer equipment 188 Property and equipment, gross 16,622 Less: Accumulated depreciation (4,202 ) Property and equipment, net $ 12,420 |
Note 12 - Intangible Assets a_2
Note 12 - Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | September 30, 2022 Gross Accumulated Net Carrying Amortization Amount Trademark $ 20,000 $ - $ 20,000 Domain name 17,309 143 17,166 Intangible Assets $ 37,309 $ 143 $ 37,166 September 30, 2021 Gross Accumulated Net Carrying Amortization Amount Trademark $ 20,000 $ - $ 20,000 Intangible Assets $ - $ - $ 20,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Fiscal Period: Remainder of 2022 $ 419 2023 1,717 2024 1,717 2025 1,717 2026 1,717 2027 1,717 Thereafter 8,162 Total amortization remaining $ 17,166 |
Schedule of Goodwill [Table Text Block] | Balance at December 31, 2021 $ - Acquisitions 9,898,731 Measurement period adjustments - Balance at September 30, 2022 $ 9,898,731 |
Note 13 - Subsequent Events (Ta
Note 13 - Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Subsequent Events Fair Value Assumptions [Table Text Block] | Date Number of Stock Warrants Stock Price Strike Price Expected Volatility Risk-free Interest Rate Dividend Rate Expected Term (in years) Fair Value 11/01/2022 100,000 $ 0.20 $ 0.20 102.86 % 4.27 % 0.00 % 1.0 $ 8,116 11/03/2022 5,000,000 $ 0.19 $ 0.19 102.84 % 4.36 % 0.00 % 3.0 $ 618,176 |
Note 1 - Organization and Des_2
Note 1 - Organization and Description of Business (Details Textual) - Whipshots-DE [Member] | Sep. 30, 2022 |
Noncontrolling Interest, Ownership Percentage by Parent | 96% |
Percentage of Equity Issued Subject to Vesting Requirements | 3% |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) a shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) a shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Cash Equivalents, at Carrying Value, Total | $ 470,362 | $ 470,362 | $ 338,863 | ||
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 0 | $ 0 | 0 | ||
Common Stock, Shares to be Issued (in shares) | shares | 352,087 | 352,087 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 35,700,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | 300,000 | |||
Amortization of Intangible Assets | 0 | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | 0 | ||||
Contractual Obligation, to be Paid, Year Two | 1,100,000 | ||||
Contractual Obligation, to be Paid, Year Three | 1,650,000 | ||||
Property, Plant and Equipment, Gross, Ending Balance | $ 16,622 | $ 16,622 | $ 0 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance | 4,202 | 4,202 | |||
Depreciation, Total | $ 4,202 | $ 0 | $ 4,202 | $ 0 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 1 year | 1 year | |||
Inventory Write-down | $ 0 | ||||
Number of Operating Segments | 1 | ||||
AOS Lease [Member] | |||||
Lessee, Operating Lease, Term of Contract (Year) | 2 years | 2 years | |||
Area of Real Estate Property (Acre) | a | 1,372 | 1,372 | |||
Monthly Base Rent Amount | $ 7,564 | ||||
Operating Lease, Yearly Rate Increase | 4% | 4% | |||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 1 year | 1 year | |||
Whipshots-DE [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 96% | 96% |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Textual) - 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, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Retained Earnings (Accumulated Deficit), Total | $ (18,355,366) | $ (18,355,366) | $ (18,388,186) | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (117,849) | $ 165,714 | $ 52,811 | $ (392,813) | $ (40,766) | $ (115,909) | 100,675 | $ (549,488) | |
Net Cash Provided by (Used in) Operating Activities, Total | (633,533) | (685,899) | |||||||
Proceeds from Issuance of Common Stock | $ 150,494 | 0 | |||||||
Regulation A Offering [Member] | |||||||||
Proceeds from Issuance of Common Stock | $ 200,000 |
Note 4 - Acquisition (Details T
Note 4 - Acquisition (Details Textual) - AOS Acquisition [Member] - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 12, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition, Share Price (in dollars per share) | $ 0.19 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 61,400,000 | ||
Cash per Share, non accredited investor (in dollars per share) | $ 0.0982 | ||
Payments to Acquire Businesses, Gross | $ 6,991 | ||
Deferred Payments to Acquire Business | $ 1,175 | ||
Share Value of Deferred Payments (in shares) | 11,961 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 216,892 | ||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 4,600 | ||
Business Acquisition, Transaction Costs | $ 845,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | 13,558,366 | ||
Business Combination, Contingent Consideration, Liability, Total | $ 950,000 | ||
Shares Issuable after Indemnification Period [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 5,000,000 | 489,825 |
Note 4 - Acquisition - Fair Val
Note 4 - Acquisition - Fair Value of Acquired Assets and Liabilities (Details) - USD ($) | Sep. 12, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill | $ 9,898,731 | $ 0 | ||
AOS Acquisition [Member] | ||||
Consideration1 | [1] | $ 13,558,366 | ||
Cash and cash equivalents | 200,661 | |||
Accounts receivable | 665,961 | |||
Prepaid and other assets | 443,428 | |||
Inventory | 2,504,722 | |||
PP&E, net | 16,622 | |||
Intangibles | 17,309 | |||
Right of use asset | 85,502 | |||
Total assets acquired | 3,934,205 | |||
Accrued liabilities | 61,064 | |||
Accounts payable | 125,967 | |||
Right of use liability | 87,539 | |||
Total liabilities assumed | 274,570 | |||
Net assets acquired | 3,659,635 | |||
Goodwill | $ 9,898,731 | |||
[1]Of the $13,558,366 consideration payable, $950,000 is contingent upon AOS Stockholders meeting certain future sales metrics |
Note 4 - Acqusitions- Proforma
Note 4 - Acqusitions- Proforma Condensed Consolidated Statements of Operations (Unaudited) (Details) - USD ($) | 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, 2022 | Sep. 30, 2021 | |
Net income (loss) | $ (117,849) | $ 165,714 | $ 52,811 | $ (392,813) | $ (40,766) | $ (115,909) | $ 100,675 | $ (549,488) |
Net (income) loss attributable to non-controlling interest | (32,693) | 0 | (67,856) | 0 | ||||
Net Income (Loss) attributable to Starco Brands | (150,542) | (392,813) | 32,819 | (549,488) | ||||
Pro Forma [Member] | ||||||||
Revenue | 2,565,765 | 2,474,500 | 7,736,202 | 8,838,940 | ||||
Net income (loss) | (1,592,995) | (1,518,552) | (2,316,055) | (2,921,058) | ||||
Net (income) loss attributable to non-controlling interest | (32,693) | 0 | (67,856) | 0 | ||||
Net Income (Loss) attributable to Starco Brands | (1,625,688) | (1,518,552) | (2,383,911) | (2,921,058) | ||||
Starco Brands Inc. [Member] | ||||||||
Revenue | 1,441,361 | 109,503 | 3,594,854 | 484,073 | ||||
Net income (loss) | (17,578) | (392,813) | 200,946 | (549,488) | ||||
Net (income) loss attributable to non-controlling interest | (32,693) | 0 | (67,856) | 0 | ||||
Net Income (Loss) attributable to Starco Brands | (50,271) | (392,813) | 133,090 | (549,488) | ||||
The AOS Group [Member] | ||||||||
Revenue | 1,124,404 | 2,364,997 | 4,141,348 | 8,354,867 | ||||
Net income (loss) | (1,575,417) | (1,125,739) | (2,517,001) | (2,371,570) | ||||
Net (income) loss attributable to non-controlling interest | 0 | 0 | 0 | 0 | ||||
Net Income (Loss) attributable to Starco Brands | $ (1,575,417) | $ (1,125,739) | $ (2,517,001) | $ (2,371,570) |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt, Total | $ 92,334 | $ 92,334 | $ 53,822 | |
Financing Loan for Director and Officer Insurance Policy [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.40% | |||
Short-Term Debt, Total | $ 53,822 | |||
Second financing Loan for Director and Officer Insurance Policy [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.82% | 5.82% | ||
Short-Term Debt, Total | $ 92,334 | $ 92,334 | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 756 | $ 756 |
Note 6 - Commitments & Contin_2
Note 6 - Commitments & Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 12, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 14, 2021 | Sep. 08, 2021 | |
Payments to Acquire Intangible Assets | $ 0 | $ 20,000 | |||||
AOS Acquisition [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 61,400,000 | ||||||
Deferred Payments to Acquire Business | $ 1,175 | ||||||
Shares Issuable after Indemnification Period [Member] | AOS Acquisition [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 5,000,000 | 489,825 | |||||
Shares Issuable Upon Completion of Sales Metrics [Member] | AOS Acquisition [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 5,000,000 | ||||||
Penguins Fly, LLC [Member] | |||||||
Minimum Purchase Price, Aggregate Payment | $ 140,000 | ||||||
Maximum Purchase Price Aggregate Payment | $ 2,000,000 | ||||||
Payments to Acquire Intangible Assets | $ 20,000 | ||||||
Washpoppin Inc. [Member] | |||||||
Minimum Royalty Payments | $ 3,300,000 | ||||||
Royalty Expense | $ 127,000 | 281,000 | |||||
Advance Royalties, Total | $ 127,000 | $ 127,000 |
Note 7 - Related Party Transa_2
Note 7 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||||
Feb. 14, 2022 | Dec. 13, 2021 | Sep. 17, 2021 | Jun. 28, 2021 | Jan. 24, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2017 | Jun. 30, 2024 | Jul. 19, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | |
Due to Related Parties, Noncurrent, Total | $ 1,264,954 | $ 1,264,954 | $ 1,100,000 | |||||||||||
Due to Related Parties, Current, Total | 600,000 | 600,000 | 376,382 | |||||||||||
Proceeds from Related Party Debt | 480,906 | $ 936,888 | ||||||||||||
Share Price (in dollars per share) | $ 0.29 | |||||||||||||
Revenue from Related Parties | 1,441,361 | $ 100,000 | 3,594,854 | $ 500,000 | ||||||||||
Accounts Receivable, Related Parties | 1,400,000 | 1,400,000 | 174,059 | |||||||||||
Contributed Services [Member] | ||||||||||||||
Related Party Transaction, Amounts of Transaction | 38,500 | 141,000 | ||||||||||||
Chairman and Former CEO [Member] | ||||||||||||||
Due to Related Parties, Noncurrent, Total | $ 289,821 | |||||||||||||
Related-party Advance, Monthly Interest Payment | $ 2,545 | |||||||||||||
Sanford Lang and Martin Goldrod [Member] | ||||||||||||||
Stock Repurchased During Period, Value | 32,850 | 98,550 | ||||||||||||
Sanford Lang and Martin Goldrod [Member] | Forecast [Member] | ||||||||||||||
Monthly Share Repurchases from Related Parties, Value | $ 10,950 | |||||||||||||
The Starco Group [Member] | ||||||||||||||
Due to Related Parties, Noncurrent, Total | $ 472,500 | |||||||||||||
Due to Related Parties, Current, Total | 211,945 | 211,945 | ||||||||||||
Conditions for Related Party to Deduct Incurred Expenses from Subsequent Royalty Payments, Royalty Revenue Threshold | 250,000 | |||||||||||||
The Starco Group [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 4% | |||||||||||||
The Starco Group [Member] | Due for Expenses to Launch Licensed Brands [Member] | ||||||||||||||
Due to Related Parties, Current, Total | 72,843 | 72,843 | ||||||||||||
The Starco Group [Member] | Cash Advance [Member] | ||||||||||||||
Proceeds from Related Party Debt | $ 300,000 | |||||||||||||
The Starco Group [Member] | Company Costs [Member] | ||||||||||||||
Proceeds from Related Party Debt | $ 172,500 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Notes Payable, Total | $ 100,000 | |||||||||||||
Proceeds from Related Party Debt | $ 500,000 | $ 500,000 | $ 100,000 | |||||||||||
Due to Related Parties, Total | 1,672,500 | 1,672,500 | ||||||||||||
Accrued Interest, Related Party | 6,000 | 6,000 | ||||||||||||
Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 4% | |||||||||||||
Debt Instrument, Term (Year) | 2 years | |||||||||||||
Debt Instrument, Default Interest Rate | 10% | 10% | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4% | |||||||||||||
The Woo [Member] | ||||||||||||||
Marketing Expense, Related Party | $ 0 | $ 131,614 | ||||||||||||
Temperance [Member] | ||||||||||||||
Notes Receivable, Related Parties | $ 95,640 |
Note 8 - Stock Warrants (Detail
Note 8 - Stock Warrants (Details Textual) | 3 Months Ended | 9 Months Ended | |||||
Sep. 12, 2022 shares | Oct. 20, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Oct. 21, 2021 shares | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | 300,000 | |||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 33,150,000 | 0 | |||||
Warrants and Rights, Weighted Average Value of Granted Warrants | $ 4,088,769 | $ 0 | |||||
Warrants and Rights, Weighted Average Value of Vested Warrants | 37,686 | ||||||
Warrants and Rights, Weighted Average Value of Nonvested Warrants | $ 4,093,771 | 4,093,771 | |||||
Share-Based Payment Arrangement, Expense | $ 81,249 | $ 243,747 | |||||
Measurement Input, Share Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.17 | 0.17 | |||||
Warrants [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 60,600 | $ 38,099 | $ 136,940 | $ 38,099 | |||
Deferred Compensation Share-Based Arrangements, Liability, Current and Noncurrent | 4,096,315 | 4,096,315 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 0 | $ 0 | |||||
Evan Greene [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 250,000 | ||||||
Warrants and Rights Outstanding, Vesting Period (Year) | 2 years | ||||||
Evan Greene [Member] | Measurement Input, Share Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 1 | ||||||
Robert Floyd [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | 300,000 | |||||
Warrants and Rights Outstanding, Vesting Period (Year) | 3 years | ||||||
Robert Floyd [Member] | Measurement Input, Share Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.90 | ||||||
Board Members and Consultants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 33,150,000 | ||||||
Warrants and Rights Outstanding, Vesting Period (Year) | 3 years | ||||||
Warrants and Rights Outstanding, Expiration Period After Vesting (Year) | 5 years | ||||||
Board Members and Consultants [Member] | Measurement Input, Share Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.19 |
Note 8 - Stock Warrants - Assum
Note 8 - Stock Warrants - Assumptions (Details) | Sep. 30, 2022 $ / shares shares | Sep. 12, 2022 USD ($) $ / shares shares | Oct. 21, 2021 USD ($) $ / shares shares | Oct. 20, 2021 USD ($) $ / shares shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | |||
Strike price (in dollars per share) | $ / shares | $ 0.25 | |||
Measurement Input, Share Price [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.17 | |||
Evan Greene [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 250,000 | |||
Strike price (in dollars per share) | $ / shares | $ 1 | |||
Warrants and Rights Outstanding | $ | $ 63,000 | |||
Evan Greene [Member] | Measurement Input, Share Price [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||
Evan Greene [Member] | Measurement Input, Price Volatility [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 75 | |||
Evan Greene [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.77 | |||
Evan Greene [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Evan Greene [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||
Robert Floyd [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | 300,000 | ||
Strike price (in dollars per share) | $ / shares | $ 0.90 | |||
Warrants and Rights Outstanding | $ | $ 93,917 | |||
Robert Floyd [Member] | Measurement Input, Share Price [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.90 | |||
Robert Floyd [Member] | Measurement Input, Price Volatility [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 75 | |||
Robert Floyd [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.77 | |||
Robert Floyd [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Robert Floyd [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||
Board Members and Consultants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 33,150,000 | |||
Strike price (in dollars per share) | $ / shares | $ 0.19 | |||
Warrants and Rights Outstanding | $ | $ 4,088,769 | |||
Board Members and Consultants [Member] | Measurement Input, Share Price [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.19 | |||
Board Members and Consultants [Member] | Measurement Input, Price Volatility [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 103.09 | |||
Board Members and Consultants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 3.47 | |||
Board Members and Consultants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Board Members and Consultants [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 3 |
Note 8 - Stock Warrants - Summa
Note 8 - Stock Warrants - Summary of Stock Warrants (Details) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Balance, shares (in shares) | 2,550,000 | 2,000,000 |
Balance, weighted average price (in dollars per share) | $ 1.03 | $ 1.05 |
Balance, weighted average fair value (in dollars per share) | $ 0.007 | $ 0.003 |
Issued, shares (in shares) | 33,150,000 | 550,000 |
Issued, weighted average price (in dollars per share) | $ 0.19 | $ 0.95 |
Issued, weighted average fair value (in dollars per share) | $ 0.19 | $ 0.023 |
Exercised, shares (in shares) | 0 | 0 |
Exercised, weighted average price (in dollars per share) | $ 0 | $ 0 |
Cancelled, shares (in shares) | 0 | 0 |
Cancelled, weighted average price (in dollars per share) | $ 0 | $ 0 |
Expired, shares (in shares) | 0 | 0 |
Expired, weighted average price (in dollars per share) | $ 0 | $ 0 |
Balance, shares (in shares) | 35,700,000 | 2,550,000 |
Balance, weighted average price (in dollars per share) | $ 0.25 | $ 1.03 |
Balance, weighted average fair value (in dollars per share) | $ 0.19 | $ 0.007 |
Exercisable, shares (in shares) | 2,225,000 | |
Exercisable, weighted average price (in dollars per share) | $ 1.03 | |
Exercisable, weighted average fair value (in dollars per share) | $ 0.007 |
Note 8 - Stock Warrants - Sched
Note 8 - Stock Warrants - Schedule of Exercisable Warrants (Details) | Sep. 30, 2022 $ / shares shares |
Strike price (in dollars per share) | $ / shares | $ 0.25 |
Outstanding warrants (in shares) | 35,700,000 |
Weighted average remaining life, warrants (Year) | 4 years 8 months 12 days |
Number exercisable, warrants (in shares) | 2,225,000 |
105 [Member] | |
Strike price (in dollars per share) | $ / shares | $ 1.05 |
Outstanding warrants (in shares) | 2,000,000 |
Weighted average remaining life, warrants (Year) | 8 months 1 day |
Number exercisable, warrants (in shares) | 2,000,000 |
1.00 [Member] | |
Strike price (in dollars per share) | $ / shares | $ 1 |
Outstanding warrants (in shares) | 250,000 |
Weighted average remaining life, warrants (Year) | 2 years |
Number exercisable, warrants (in shares) | 125,000 |
0.90 [Member] | |
Strike price (in dollars per share) | $ / shares | $ 0.90 |
Outstanding warrants (in shares) | 300,000 |
Weighted average remaining life, warrants (Year) | 3 years |
Number exercisable, warrants (in shares) | 100,000 |
0.19 [Member] | |
Strike price (in dollars per share) | $ / shares | $ 0.19 |
Outstanding warrants (in shares) | 33,150,000 |
Weighted average remaining life, warrants (Year) | 4 years 11 months 23 days |
Number exercisable, warrants (in shares) | 0 |
Note 9 - Stockholders' Equity_2
Note 9 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jul. 23, 2020 | Oct. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Stock Issued During Period, Shares, Issued for Services (in shares) | 49,751 | 650,000 | ||
Share Price, Average 14 Closing Day Price (in dollars per share) | $ 2.01 | |||
Stock Issued During Period, Value, Issued for Services | $ 100,000 | $ 650,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month) | 24 months | |||
Shares Issued, Price Per Share (in dollars per share) | $ 1 | |||
Share-Based Payment Arrangement, Expense | $ 81,249 | $ 243,747 |
Note 10 - Leases (Details Textu
Note 10 - Leases (Details Textual) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 85,502 |
Note 10 - Leases - Lease Cost (
Note 10 - Leases - Lease Cost (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Operating lease cost (cost resulting from lease payments) | $ 7,848 | |
Short term lease cost | 0 | |
Sublease income | (7,848) | |
Net lease cost | 0 | |
Operating lease – operating cash flows (fixed payments) | 7,848 | |
Operating lease – operating cash flows (liability reduction) | 6,316 | |
Current leases – right of use assets | 79,632 | $ 0 |
Current liabilities – operating lease liabilities | 81,223 | $ 0 |
Non-current liabilities – operating lease liabilities | $ 0 | |
Weighted-average remaining lease term (in years) (Year) | 1 year | |
Weighted-average discount rate (Rate) | 2.10% |
Note 10 - Leases - Lease Liabil
Note 10 - Leases - Lease Liability Maturity (Details) | Sep. 30, 2022 USD ($) |
Remainder of 2022 | $ 23,543 |
2023 | 66,864 |
Total future minimum lease payments | 90,407 |
Amount representing interest | 9,184 |
Present value of net future minimum lease payments | $ 81,223 |
Note 11 - Property and Equipm_3
Note 11 - Property and Equipment - Property, Plant, and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property and equipment, gross | $ 16,622 | $ 0 |
Less: Accumulated depreciation | (4,202) | |
Property and equipment, net | 12,420 | $ 0 |
Tools and Equipment [Member] | ||
Property and equipment, gross | 16,434 | |
Computer Equipment [Member] | ||
Property and equipment, gross | $ 188 |
Note 12 - Intangible Assets a_3
Note 12 - Intangible Assets and Goodwill - Schedule of Indefinite Lived Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accumulated amortization | $ 143 | $ 0 |
Intangible Assets, Net | 17,166 | |
Intangible Assets, gross | 37,309 | 0 |
Intangible Assets | 37,166 | 20,000 |
Internet Domain Names [Member] | ||
Gross carrying amount | 17,309 | |
Accumulated amortization | 143 | |
Intangible Assets, Net | 17,166 | |
Trademarks [Member] | ||
Trademark | $ 20,000 | $ 20,000 |
Note 12 - Intangible Assets a_4
Note 12 - Intangible Assets and Goodwill - Amortization Expense (Details) | Sep. 30, 2022 USD ($) |
Remainder of 2022 | $ 419 |
2023 | 1,717 |
2024 | 1,717 |
2025 | 1,717 |
2026 | 1,717 |
2027 | 1,717 |
Thereafter | 8,162 |
Total amortization remaining | $ 17,166 |
Note 12 - Intangible Assets a_5
Note 12 - Intangible Assets and Goodwill - Goodwill (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Balance at December 31, 2021 | $ 0 |
Acquisitions | 9,898,731 |
Measurement period adjustments | 0 |
Balance at September 30, 2022 | $ 9,898,731 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - shares | Nov. 03, 2022 | Nov. 01, 2022 | Sep. 30, 2022 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 300,000 | ||
Omri Moalem [Member] | Subsequent Event [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 100,000 | ||
Warrants and Rights Outstanding, Vesting Period (Year) | 1 year | ||
Libertatum, LLC [Member] | Subsequent Event [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,000,000 | ||
Warrants and Rights Outstanding, Vesting Period (Year) | 3 years |
Note 13 - Subsequent Events - A
Note 13 - Subsequent Events - Assumptions (Details) | Nov. 03, 2022 USD ($) $ / shares shares | Nov. 01, 2022 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 | ||
Strike price (in dollars per share) | $ / shares | $ 0.25 | ||
Measurement Input, Share Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.17 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 5,000,000 | ||
Subsequent Event [Member] | Omri Moalem [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 100,000 | ||
Strike price (in dollars per share) | $ / shares | $ 0.20 | ||
Warrants and Rights Outstanding | $ | $ 8,116 | ||
Subsequent Event [Member] | Omri Moalem [Member] | Measurement Input, Share Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.20 | ||
Subsequent Event [Member] | Omri Moalem [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 102.86 | ||
Subsequent Event [Member] | Omri Moalem [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 4.27 | ||
Subsequent Event [Member] | Omri Moalem [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Subsequent Event [Member] | Omri Moalem [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | |||
Strike price (in dollars per share) | $ / shares | $ 0.19 | ||
Warrants and Rights Outstanding | $ | $ 618,176 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | Measurement Input, Share Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.19 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 102.84 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 4.36 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Subsequent Event [Member] | Libertatum Stock Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 3 |