Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54892 | |
Entity Registrant Name | STARCO BRANDS, INC. | |
Entity Central Index Key | 0001539850 | |
Entity Tax Identification Number | 27-1781753 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 250 26th Street | |
Entity Address, Address Line Two | 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 | Class A Common Stock | |
Trading Symbol | STCB | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 469,468,966 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,097,237 | $ 1,480,371 |
Accounts receivable, net, $2,106,906 and $2,107,015 from related party, respectively | 8,590,862 | 2,555,525 |
Prepaid expenses and other assets | 1,240,634 | 902,090 |
Inventory | 18,194,262 | 3,033,653 |
Total Current Assets | 29,122,995 | 7,971,639 |
Property and equipment, net | 30,722 | 25,873 |
Operating lease right-of-use assets | 42,026 | 61,353 |
Intangibles, net | 9,001,542 | 198,403 |
Goodwill | 82,451,496 | 32,836,563 |
Note receivable, related party | 95,640 | 95,640 |
Total Assets | 120,744,421 | 41,189,471 |
Current Liabilities: | ||
Accounts payable | 11,625,064 | 3,245,573 |
Other payables and accrued liabilities | 1,739,181 | 1,135,803 |
Accrued interest, related party | 32,439 | 6,960 |
Stock payable | 38,322,515 | |
Treasury stock payable, current | 131,400 | 131,400 |
Notes payable, $4,572,500 and $3,047,533 from related party, respectively | 4,476,992 | 3,109,535 |
Line of Credit | 3,668,500 | |
Lease liability | 40,938 | 61,605 |
Total Current Liabilities | 60,037,029 | 7,690,876 |
Treasury stock payable, net of current portion | 32,850 | 65,700 |
Loans payable, net of current portion, related party | 572,500 | |
Total Liabilities | 60,069,879 | 8,329,076 |
Commitments and Contingencies | ||
Stockholders’ Deficit: | ||
Preferred stock, $.001 par value; 40,000,000 shares authorized; no shares issued and outstanding, at March 31, 2023 and December 31, 2022, respectively | ||
Common stock | ||
Additional paid in capital | 70,328,793 | 43,332,886 |
Treasury stock at cost | (394,200) | (394,200) |
Equity consideration payable | 9,417,847 | 7,114,513 |
Accumulated deficit | (19,299,765) | (17,578,219) |
Total Starco Brands’ Stockholders’ Equity (Deficit) | 60,522,144 | 32,766,413 |
Non-controlling interest | 152,398 | 93,982 |
Total Stockholders’ Equity (Deficit) | 60,674,542 | 32,860,395 |
Total Liabilities and Stockholders’ Equity (Deficit) | 120,744,421 | 41,189,471 |
Common Class A [Member] | ||
Stockholders’ Deficit: | ||
Common stock | 469,469 | 291,433 |
Common Class B [Member] | ||
Stockholders’ Deficit: | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, related parties | $ 2,106,906 | $ 2,107,015 |
Accounts Receivable, after Allowance for Credit Loss, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Notes payable from related party | $ 4,572,500 | $ 3,047,533 |
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 |
Common stock, shares issued | 469,468,966 | 291,433,430 |
Common stock, shares outstanding | 469,468,966 | 291,433,430 |
Common Class B [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, $2,787,485 and $923,274 from related parties, respectively, net | $ 11,143,801 | $ 923,274 |
Cost of goods sold | 5,087,750 | |
Gross profit | 6,056,051 | 923,274 |
Operating Expenses: | ||
Compensation expense | 1,425,617 | 126,877 |
Professional fees | 1,399,302 | 58,506 |
Marketing, General and administrative | 3,684,666 | 583,181 |
Marketing, related party | 87,044 | |
Fair value share adjustment loss | 1,179,154 | |
Total Operating Expenses | 7,688,739 | 855,608 |
Income (Loss) from operations | (1,632,688) | 67,666 |
Other Expense (Income): | ||
Interest expense | 97,313 | 14,855 |
Other (income) | (66,871) | |
Total Other Expense | 30,442 | 14,855 |
Income (loss) before provisions for income taxes | (1,663,130) | 52,811 |
Provision for income taxes | ||
Net income (loss) | (1,663,130) | 52,811 |
Net income (loss) attributable to non-controlling interest | 58,416 | (11,862) |
Net income (loss) attributable to Starco Brands | $ (1,721,546) | $ 40,949 |
Income (loss) per share, basic | $ 0 | $ 0 |
Income (loss) per share, diluted | $ 0 | $ 0 |
Weighted Average Shares Outstanding - Basic | 378,433,304 | 159,140,665 |
Weighted Average Shares Outstanding - Diluted | 378,433,304 | 163,069,235 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 11,143,801 | $ 923,274 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 2,787,485 | $ 923,274 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of StockHolders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Equity Consideration Payable [Member] | Common Class B [Member] | Total |
Balance at Dec. 31, 2021 | $ 159,141 | $ 15,950,403 | $ (394,200) | $ (18,388,186) | $ (73,909) | $ (2,746,751) | ||||
Balance, shares at Dec. 31, 2021 | 159,140,665 | |||||||||
Estimated fair value of contributed services and stock-based compensation | 54,862 | 54,862 | ||||||||
Estimated fair value of contributed services, shares | ||||||||||
Estimated fair value of warrants issued | 53,741 | 53,741 | ||||||||
Net income | 40,949 | 11,862 | 52,811 | |||||||
Balance at Mar. 31, 2022 | $ 159,141 | 16,059,006 | (394,200) | (18,347,237) | (62,047) | (2,585,337) | ||||
Balance, shares at Mar. 31, 2022 | 159,140,665 | |||||||||
Balance at Dec. 31, 2022 | $ 291,433 | 43,332,886 | (394,200) | (17,578,219) | 93,982 | 7,114,513 | 32,860,395 | |||
Balance, shares at Dec. 31, 2022 | 291,433,430 | |||||||||
Estimated fair value of contributed services and stock-based compensation | $ 81 | 480,718 | 480,799 | |||||||
Estimated fair value of contributed services, shares | 81,249 | |||||||||
Net income | (1,721,546) | 58,416 | (1,663,130) | |||||||
Issuance of shares from Soylent acquisition | $ 177,955 | 26,515,189 | 26,693,144 | |||||||
Issuance of shares realted to Soylent acquisition,shares | 177,954,287 | |||||||||
Equity payable from Soylent acquisition | 2,785,714 | 2,785,714 | ||||||||
Skylar purchase price acquistion adjustments | (482,380) | (482,380) | ||||||||
Balance at Mar. 31, 2023 | $ 469,469 | $ 70,328,793 | $ (394,200) | $ (19,299,765) | $ 152,398 | $ 9,417,847 | $ 60,674,542 | |||
Balance, shares at Mar. 31, 2023 | 469,468,966 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Provided by Operating Activities: | ||
Net income (loss) | $ (1,663,130) | $ 52,811 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Common stock payable for services | 81,249 | 81,249 |
Contributed services | 24,049 | 54,862 |
Stock based compensation | 375,501 | 53,741 |
Depreciation | 3,719 | 0 |
Amortization of intangible assets | 3,742 | |
Amortization of debt discount | 25,733 | |
Loss on stock payable share adjustment | 1,179,154 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, related party | 109 | (386,313) |
Accounts receivable | (418,176) | |
Prepaid expenses and other assets | 515,963 | 130,427 |
Inventory | (2,005,702) | |
Operating lease right of use asset | 19,327 | |
Accounts payable | 1,819,071 | 102,275 |
Other payables and accrued liabilities, related party | 25,479 | (127,676) |
Other payables and accrued liabilities | (87,232) | (527,469) |
Operating lease liability | (20,667) | |
Net Cash Used In Operating Activities | (121,811) | (566,093) |
Cash Flows From Investing Activities: | ||
Cash acquired in Acquisition of Business, net of cash paid | 172,423 | |
Purchases of intangibles | (38,620) | |
Notes receivable, related party | ||
Net Cash Provided by (Used) In Investing Activities | 133,803 | |
Cash Flows From Financing Activities: | ||
Advances / loans from related parties | 800,000 | 472,500 |
Payments on notes payable | (1,162,276) | (26,762) |
Repurchase of common stock | (32,850) | (32,850) |
Net Cash (Used) Provided By Financing Activities | (395,126) | 412,888 |
Net Increase (Decrease) In Cash | (383,134) | (153,205) |
Cash - Beginning of Period | 1,480,371 | 338,863 |
Cash - End of Period | 1,097,237 | 185,658 |
Supplemental Cash Flow Information: | ||
Interest paid | 74,523 | 16,975 |
Income taxes | ||
Noncash operating and financing activities: | ||
Treasury stock payable | 295,650 | |
Estimated fair value of shares issued in acquisitions | 26,693,143 | |
Estimated fair value of shares payable to be issued for acquisitions | 39,446,695 | |
Debt discount on notes payable issued with warrants | $ 18,282 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Starco Brands, Inc. (STCB) was incorporated in the State of Nevada on January 26, 2010, under the name Insynergy, Inc. On September 7, 2017, STCB filed an Amendment to the Articles of Incorporation to change the corporate name to Starco Brands, Inc. The Board determined the change of STCB’s name was in the best interests of the Company due to changes in its current and anticipated business operations. In July 2017, STCB entered into a licensing agreement with The Starco Group (“TSG”), located in Los Angeles, California. The companies pivoted to commercializing novel consumer products manufactured by TSG. TSG is a private label and branded aerosol and liquid fill manufacturer with manufacturing assets in the following verticals: DIY/Hardware, paints, coatings and adhesives, household, hair care, disinfectants, automotive, motorcycle, arts & crafts, personal care cosmetics, personal care FDA, sun care, food, cooking oils, beverages, and spirits and wine. During the third quarter of 2021 , 96 3 On September 12, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub Inc. (“Merger Sub”), completed its acquisition (the “AOS Acquisition”) of The AOS Group Inc., a Delaware corporation (“AOS”). The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. AOS is a wholly-owned subsidiary of STCB. On December 29, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub II. Inc. (“First Merger Sub”), completed its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc. (“Skylar Inc.”). The Skylar Acquisition consisted of First Merger Sub merging with and into Skylar Inc. (“First Merger”) with Skylar being the surviving corporation, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Skylar Inc. merged with and into Second Merger Sub (the “Second Merger”) with the Second Merger Sub being the surviving entity Skylar Body, LLC (“Skylar”). Skylar is a wholly-owned subsidiary of STCB. On February 15, 2023, the Company, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Starco Merger Sub I”), completed its acquisition (the “Soylent Acquisition”) of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”). The Soylent Acquisition consisted of Starco Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Soylent is a wholly-owned subsidiary of STCB. The accompanying condensed consolidated financial statements are of STCB and its subsidiaries AOS, Skylar, Soylent, Whipshots Holdings and its wholly owned subsidiary Whipshots LLC (collectively, the “Company”). On January 3, 2023, the board of directors of the Company approved the Amended and Restated Articles of Incorporation of Starco Brands, Inc. (the “Amended and Restated Articles). On January 6, 2023, the stockholders of the Company representing 53.47 0.001 300,000,000 2,000,000,000 1,700,000,000 0.001 300,000,000 0.001 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 GOING CONCERN The accompanying condensed 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 approximately $ 19.3 1.7 0.1 800,000 July 1, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements of Starco Brands, Inc. include the accounts of STCB, our wholly owned subsidiary AOS, our wholly owned subsidiary Skylar, our wholly owned subsidiary Soylent, and our 96 Our consolidated subsidiaries at March 31, 2023 include: AOS, Skylar, Soylent, Whipshots Holdings and its wholly owned subsidiary Whipshots LLC. Intercompany accounts and transactions have been eliminated upon consolidation. Basis of Presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2022. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the timing for revenue recognition, testing goodwill for impairment, recoverability of long-lived assets, income taxes, fair value of contributed services, and assumptions used in the Black-Scholes valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The allowance for uncollectible amounts is evaluated quarterly and was zero Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s consolidated financial assets and liabilities, such as cash, accounts receivable, accounts payable, 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 March 31, 2023 and December 31, 2022. The following table summarized the financial instruments of the Company at fair value based on the valuation approach applied to each class of security as of March 31, 2023: Schedule of Fair Value Measurements Fair Value Measurement at Reporting Date Using Carrying Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Soylent Share Price Adjustment $ 38,322,515 $ - $ - $ 38,322,515 Total Liabilities $ 38,322,515 $ - $ - $ 38,322,515 Property and Equipment Property and equipment is recorded at cost. All Property and equipment with a cost of $ 2,000 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 party. AOS, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of premium body and skincare products. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon Fulfillment by Amazon (“Amazon FBA”), is recognized upon shipment of merchandise. Skylar, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of fragrances. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon FBA, is recognized upon shipment of merchandise. Soylent, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of nutritional drinks. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, is recognized upon shipment of merchandise. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the licensee transferring goods or services to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company’s licensee must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s licensee’s performance obligations are transferred to customers at a point in time, typically upon delivery. Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based Compensation The Company accounts for stock-based compensation per the provisions of ASC 718, Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants, options, and restricted stock units). The fair value of each warrant and option is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on the volatility of comparable companies’ common stock. The expected term of awards granted is derived using estimates based on the specific terms of each award. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a restricted stock unit equals the closing price of our common stock on the trading day of the grant date. Net Income (Loss) Per Common Share Net income (loss) per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock payable and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three months ended March 31, 2023 and 2022. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common stock: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE 2023 2022 Three Months Ended March 31, 2023 2022 Stock Payable - - Warrants 41,200,000 - Acquisition Stock Consideration Payable 283,063,583 - Total 324,263,583 - Intangible Assets Definite-lived intangible assets consist of certain domain names. Definite-lived intangible assets are amortized utilizing the straight-line method over the assets’ estimated useful lives, which approximate 10 16 Indefinite-lived intangible assets consist of certain trademarks and formula lists. These intangible assets are not amortized but are tested for impairment annually or whenever impairment indicators exist. 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 be recoverable. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value, and the estimated fair value of the assets, with such estimated fair values determined using the best information available and in accordance with FASB ASC Topic 820, Fair Value Measurements. During the three months ended March 31, 2023 and 2022, the Company did not record asset impairment charges related to its intangible assets. 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. Our 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 performance remains with the licensor. When performance remains with the licensor, we record guarantee payments as an asset when actually paid and as a liability when incurred, rather than recording the asset and liability upon execution of the contract. Each quarter, we also evaluate the expected future realization of our royalty-based assets, as well as any unrecognized minimum commitments not yet paid to determine amounts we deem unlikely to be realized through future revenue. Impairments or losses determined post-launch are charged to cost of revenue. We evaluate long-lived royalty-based assets for impairment using undiscounted cash flows when impairment indicators exist. If an impairment exists, then the related assets are written down to fair value. Unrecognized minimum royalty-based commitments are accounted for as executory contracts, and therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated. Our minimum contractual obligations as of March 31, 2023 are approximately $ 1,120,000 1,670,000 Leases With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. 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 1,372 7,564 4 0.5 In accordance with ASC 842, Leases, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term office leases. See Note 11 – Leases for further discussion, including the impact on the consolidated financial statements and related disclosures . Inventory Inventory consists of premium body and skincare products, fragrances and nutritional products. Inventory is measured using the first-in, first-out method and stated at average cost as of March 31, 2023. The value of inventories is reduced for excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and adjust the value of inventory when required. We did not record any inventory impairment losses for the three months ended March 31, 2023 and 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-party valuation specialists for significant tangible and intangible assets. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. The Company typically employs an income method to measure the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Intangible assets are amortized over their estimated lives. Any intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale. 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 (“CODM”) and views the Company’s operations and manages its business in three reportable operating segments: (i) Starco Brands, which includes AOS, Whipshots Holdings and Whipshots LLC, (ii) Skylar, and (iii) Soylent. The CODM assesses performance of operating segments and determines the allocation of resources based primarily on gross profit as a whole. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 4 BUSINESS SEGMENTS The Company has the following reportable segments: Starco Brands Skylar. Soylent. Balance sheet data are reviewed by the CODM on a consolidated basis; therefore, disaggregated balance sheet data are not presented. The following tables present gross profit by reporting segment: SCHEDULE OF GROSS PROFIT REPORTING SEGMENT Starco Brands Skylar Soylent Total Three Months Ended March 31, 2023 Starco Brands Skylar Soylent Total Total revenues $ 3,513,316 $ 1,914,182 $ 5,716,303 $ 11,143,801 Total cost of revenues 586,343 488,464 4,012,943 5,087,750 Gross profit $ 2,926,973 $ 1,425,718 $ 1,703,360 $ 6,056,051 Starco Brands Skylar Soylent Total Three Months Ended March 31, 2022 Starco Brands Skylar 1 Soylent 2 Total Total revenues $ 923,274 $ - $ - $ 923,274 Total cost of revenues - - - - Gross profit $ 923,274 $ - $ - $ 923,274 Depreciation expense allocated to the Starco Brands, Skylar and Soylent segments was $ 0 3,079 640 no |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 5 ACQUISITIONS AOS Acquisition On September 12, 2022, STCB, through its wholly-owned subsidiary Merger Sub, completed the AOS Acquisition. The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. AOS is a maker of premium body and skincare products engineered to power and protect athletes. Starco acquired AOS as STCB is always looking for technologies and brands that have the ability to scale and change behavior. In the world of sport, there are currently no brands that have successfully penetrated multiple categories of consumer products. AOS has historically been a personal care brand – offering products such as body wash, shampoo, deodorant and face wash. Starco Brands, through its relationship with TSG, has access to intellectual property that will allow AOS vertically integrate manufacturing and expand into multiple consumer product categories – OTC, sun care, air care, beverage, etc. The AOS Acquisition was completed through an all-stock deal, where the Company’s shares were issued at $ 0.19 61,400,000 5,000,000 5,000,000 5,000,000 Securities Act 0.0982 The 5,000,000 5,000,000 5,000,000 As of March 31, 2023, the Company has paid $ 1,821 6,137 62,499 1 2 The AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 1 $ 12,608,560 Assets acquired: Cash and cash equivalents 200,661 Accounts receivable 153,764 Prepaid and other assets 167,565 Inventory 656,447 PP&E, net 16,622 Intangibles 17,309 Right of use asset 85,502 Customer relationships - Trade names and trademarks - Total assets acquired 1,297,871 Liabilities assumed: Accrued liabilities 562,919 Accounts payable 128,724 Right of use liability 87,539 Note payable Total liabilities assumed 779,182 Net assets acquired 518,698 Goodwill $ 12,089,871 1 Consideration consists of the following: $ 1,821 11,654,452 4,147 1,990 946,149 The purchase price allocation is based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed from a final valuation of the AOS Acquisition. The above purchase price allocation is preliminary and subject to change as the Company may further refine the determination of certain assets during the measurement period of one year. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. The Company incurred approximately $ 845,000 Skylar Acquisition On December 29, 2022, STCB, through its wholly-owned subsidiaries First Merger Sub and Second Merger Sub, completed the Skylar Acquisition. In a two-step process, during the First Merger, First Merger Sub merged with and into Skylar Inc. and as part of the same overall transaction, during the Second Merger, Skylar Inc. merged with and into Second Merger Sub to result in Skylar as the surviving entity. Skylar is a wholly owned subsidiary of STCB. Skylar is a maker of fragrances that are hypoallergenic and safe for sensitive skin. Starco acquired AOS as STCB is always looking for technologies and brands that have the ability to scale and change behavior. In the world of fragrances, there are no other brands that have successfully built a clean, beautiful, premium incredibly well-scented and recyclable fragrance brands for consumers. Starco Brands, through its relationship with TSG and other strong partners, the Company has access to intellectual property that will allow Skylar to vertically integrate manufacturing and expand, positioning Skylar to be the future of fragrance. The Skylar Acquisition was completed through a cash and stock deal, where the Company paid $ 2,000,000 0.20 68,622,219 11,573,660 19,268,162 11,573,660 0.17 The 11,573,660 19,268,162 11,573,660 As of March 31, 2023, the Company has paid $ 27,273 The Skylar Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 2 $ 21,417,681 Assets acquired: Cash and cash equivalents 339,679 Accounts receivable 381,762 Prepaid and other assets 701,566 Inventory 2,508,287 PP&E, net 25,942 Intangibles 161,693 Customer relationships 2,091,000 Trade names and trademarks 6,557,000 Total assets acquired 12,766,929 Liabilities assumed: Accrued liabilities 540,036 Accounts payable 2,425,524 Total liabilities assumed 2,965,560 Net assets acquired 9,801,369 Goodwill $ 11,616,312 2 Consideration consists of the following: $ 2,039,345 13,120,924 571,428 2,314,732 3,371,252 The purchase price allocation is based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed from a final valuation of the Skylar Acquisition. The above purchase price allocation is preliminary and subject to change as the Company may further refine the determination of certain assets during the measurement period of one year. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. The Company incurred approximately $ 1,770,000 Soylent Acquisition On February 15, 2023, the Company, through its wholly-owned subsidiary Starco Merger Sub I completed the Soylent Acquisition. The Soylent Acquisition consisted of Starco Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Soylent is the maker of a wide range of plant-based “complete nutrition” and “functional food” products with a lineup of plant-based convenience shakes, powders and bars that contain proteins, healthy fats, functional amino acids and essential nutrients. Through its relationship with TSG and other strong partners, the Company has access to intellectual property that will allow Soylent to vertically integrate manufacturing and expand, positioning Soylent to be the future of nutritional products. The Soylent Acquisition was completed through a cash and stock deal, where the Company paid $ 200,000 0.15 an (a) aggregate of up to 165,336,430 restricted shares of Class A common stock to Soylent shareholders, (b) 12,617,857 18,571,429 additional restricted shares of Class A common stock based on final determination of calculations of Soylent’s working capital, cash at closing, indebtedness at closing and certain unpaid transaction expenses in excess of the amount reimbursed by Starco, and (d) an adjustment to the shares of Class A common stock received by the Company Holders (as defined in the agreement) in the event that the trading price for STCB’s Class A common stock price per share on the first anniversary of the closing date (the “Adjustment Date”) is below $ 0.35 per share of Class A common stock. If, on the Adjustment Date, STCB’s Class A common stock is trading below $ 0.35 per share of Class A common stock, STCB shall issue additional shares of Class A common stock based on the Closing Merger Consideration (as defined in the agreement) after adjustments divided by the trading price (which must be below $ 0.35 per share for any additional shares to be issued) minus the total share issuance after adjustments. The fair value rights 0.189 37,143,360 rights 0.195 38,322,515 The Soylent Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 3 $ 66,822,218 Assets acquired: Cash and cash equivalents 372,423 Accounts receivable 5,617,270 Prepaid and other assets 854,506 Inventory 13,514,907 PP&E, net 8,568 Intangibles 120,261 Total assets acquired 20,127,935 Liabilities assumed: Accounts payable 6,560,420 Accrued liabilities 690,610 Note payable 4,800,000 Total liabilities assumed 12,051,031 Net assets acquired 8,076,904 Goodwill $ 58,745,313 3 Consideration consists of the following: $ 200,000 26,693,143 2,785,714 37,143,360 0.35 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 Soylent Acquisition, which is expected to be complete in Q2 2023. The above purchase price allocation is preliminary and subject to change as the Company may further refine the determination of certain assets during the measurement period of one year. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. Subsequent to the Soylent Acquisition, during the period February 15, 2023 through March 31, 2023, Soylent earned $ 5,716,303 1,129,969 1,179,154 0.189 0.195 1,129,969 The Company incurred approximately $ 5.7 The following unaudited proforma condensed consolidated results of operations have been prepared, as if the Acquisition had occurred as of January 1, 2023 for the three months ended March 31, 2023: SCHEDULE OF PROFORMA INFORMATION For the Three Months Ended March 31, 2023 Starco Brands Inc. Soylent Nutrition, Proforma Starco Revenue $ 5,427,498 $ 11,193,358 $ 16,620,856 Net Income (Loss) $ (533,159 ) $ (9,821,470 ) $ (10,354,629 ) Net income attributable to non-controlling interest $ 58,416 $ - $ 58,416 Net Income (Loss) attributable to Starco Brands $ (591,575 ) $ (9,821,470 ) $ (10,413,045 ) A pro forma balance sheet was excluded from this disclosure as the transactions are already reflected in the March 31, 2023 condensed consolidated balance sheets, given there were minimal adjustments to the February 14, 2023 Soylent closing balance sheet and the March 31, 2023 Soylent closing balance sheet. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 NOTES PAYABLE In September 2021, the Company received a financing loan for its Directors and Officers Insurance (“D&O Loan #1”). The D&O Loan #1 bears interest at 4.4 53,822 In September 2022, the Company received a second financing loan for its Directors and Officers Insurance (“D&O Loan #2”, collectively with D&O Loan #1 the “D&O Loans”). The D&O Loan #2 bears interest at 5.82 57,709 For the three months ended March 31, 2023 and 2022 the D&O Loans incurred approximately $ 2,327 2,000 See Note 8 - Related Party Transactions for loans to STCB from the Company’s CEO. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 7 COMMITMENTS & CONTINGENCIES Whipshots On September 8, 2021, Whipshots LLC, entered into an Intellectual Property Purchase Agreement (the “Whipshots IP Agreement”) effective August 24, 2021, with Penguins Fly, LLC, a Pennsylvania limited liability company (“Seller”). The Whipshots IP Agreement provided that Seller would sell Whipshots LLC (“Buyer”) the trademarks “Whipshotz” and “Whipshots,” the accompanying domain and social media handles of the same nomenclature, and certain intellectual property, documents, digital assets, customer data and other transferable rights under non-disclosure, non-compete, non-solicitation and confidentiality contracts benefiting the purchased intellectual property and documents (collectively, the “Acquired Assets”). The purchase price (“Purchase Price Payment”) for the Acquired Assets is payable to Seller, over the course of seven years, based on a sliding scale percentage of gross revenues actually received by Buyer solely from Buyer’s sale of Whipshots/Whipshotz products. The Purchase Price Payment shall be subject to a minimum amount in each contract year and the maximum aggregate amount payable to Seller under the Whipshots IP Agreement between $ 140,000 2,000,000 20,000 38,620 On September 14, 2021, the Whipshots LLC entered into a License Agreement (“Whipshots License Agreement”) with Washpoppin Inc., (“Licensor”) a New York corporation. Pursuant to the Whipshots License Agreement, Licensor shall license to the Company certain Licensed Property (as defined in the Whipshots License Agreement) of the recording artist professionally known as “Cardi B” (the “Artist”). As part of the Whipshots License Agreement, in exchange for royalty rates based on Net Sales (as defined in the Whipshots License Agreement) during each applicable contract period, the Licensor warrants to cause the Artist to attend certain in person events, media interviews, participate in the development of the Licensed Products (as defined in the Whipshots License Agreement), and promote the Licensed Products through social media posts on the Artist’s social media platforms. The Company, through Whipshots LLC has committed to a minimum royalty payment under the Whipshots License Agreement of $ 3,300,000 275,000 127,000 AOS Acquisition Following the 18-month hold back period from the date of the AOS Acquisition, the Company expects to issue AOS Stockholders up to an aggregate 4,979,731 1,990 Skylar Acquisition Following the 18-month hold back period from the date of the Skylar Acquisition, the Company will issue Skylar Stockholders an aggregate 11,573,660 19,268,162 19,268,162 2,314,732 3,371,252 Soylent Acquisition Following the indemnity holding period, the Company will issue Soylent Stockholder an aggregate 18,571,429 247,242,030 $38,322,515 Accrued Liability On July 9, 2014, the Board of Directors approved an investment arrangement with an individual. Per the terms of the agreement, the investor transferred $ 150,000 150,000 150,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, Sanford Lang, the Company’s former Chairman and CEO, advanced STCB $ 289,821 to pay for general operating expenses. The advance required a monthly interest payment of $ 2,545 and was due on demand. In June 2021, Mr. Lang and Mr. Goldrod executed agreements with STCB whereby the advance from Mr. Lang and all other amounts owed to each were repaid and both Mr. Lang and Mr. Goldrod resigned from the Board of Directors. Further, for a period of 36 months beginning in July 2021, STCB will repurchase an aggregate of $ 10,950 worth of shares each month from Mr. Lang and Mr. Goldrod, with the share price for each purchase to be set according to the volume weighted average trading price of the common stock over the last 10 days of the month. In the three months ended March 31, 2023 and 2022 STCB paid an aggregate of $ 32,850 and $ 32,850 , respectively, to Mr. Lang and Mr. Goldrod. As of March 31, 2023, the Company has settled repurchase transfers of 967,120 Ross Sklar, CEO Notes On January 24, 2020, STCB executed a promissory note (“January 24, 2020 Note”), for $ 100,000 4 two years 10 4 4 10 On June 28, 2021, STCB executed an additional promissory note (“June 28, 2021 Note”), with Mr. Sklar in the principal amount of $ 100,000 June 28, 2023 On September 17, 2021, STCB executed a third promissory note (“September 17, 2021 Note”), with Mr. Sklar in the principal amount of $ 500,000 September 17, 2023 On December 13, 2021, STCB executed a fourth promissory note (“December 13, 2021 Note”), with Mr. Sklar in the principal amount of $ 500,000 December 12, 2023 On February 14, 2022, STCB executed a fifth promissory note (“February 14, 2022 Note”), in favor of Mr. Sklar, in the principal sum of $ 472,500 300,000 172,500 4 0.29 On December 29, 2022, STCB executed a sixth promissory note (“December 29, 2022 Note”), for $ 2,000,000 4 11.5 5 285,714 0.01 On March 3, 2023, STCB executed a seventh promissory note (“March 3, 2023 Note”), for $ 800,000 4 11.75 5 114,286 0.01 As of March 31, 2023 and December 31, 2022, the outstanding principal due to Mr. Sklar was $ 4,472,500 3,672,500 32,439 6,960 For the three months ended March 31, 2023 and 2022 the notes to Mr. Sklar incurred interest expense of approximately $ 80,456 5,392 Other Related Party Transactions During the three months ended March 31, 2023 and 2022, the Company incurred zero 87,044 During the three months ended March 31, 2023 and 2022, the Company recognized revenue from related parties of $ 2,787,485 923,274 2,433,364 2,107,015 During the year ended December 31, 2021, the Company advanced $ 95,640 95,640 During the three months ended March 31, 2023 and 2022, the Company received contributed services at a value of approximately $ 24,049 54,862 |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Stock Warrants | |
STOCK WARRANTS | NOTE 9 STOCK WARRANTS On September 12, 2022, the Company entered into agreements with members of the Board and consultants for services to be performed. As consideration therefor, the Company granted those individuals stock warrants to purchase an aggregate of 33,150,000 three-year five years On November 1, 2022, the Company entered into an agreement with a consultant for services to be performed. As consideration therefor, the Company granted the consultant stock warrants to purchase 100,000 one On November 3, 2022, the Company entered into an agreement with a consultant for services to be performed. As consideration therefor, the Company granted the consultant stock warrants to purchase 5,000,000 three On December 29, 2022, the Company entered into an agreement with Ross Sklar, for 285,714 2,000,000 On March 3, 2023, the Company entered into an agreement with Ross Sklar, for 114,286 800,000 FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Risk- Number of free Stock Stock Strike Expected Interest Dividend Expected Fair Date Warrants Price Price Volatility Rate Rate Term Value 9/12/2022 33,150,000 $ 0.19 $ 0.19 103.09 % 3.47 % 0.00 % 3.0 $ 4,088,769 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 12/29/2022 285,714 $ 0.20 $ 0.01 103.49 % 3.94 % 0.00 % 1.0 $ 54,401 03/03/2023 114,286 $ 0.01 $ 0.01 137.62 % 4.26 % 0.00 % 1.0 $ 18,710 A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: SCHEDULE OF OUTSTANDING STOCK WARRANTS AND CHANGES Shares available Weighted Weighted- Aggregate Outstanding, December 31, 2021 2,550,000 $ 1.03 $ 0.82 $ - Issued - $ - $ - $ - Exercised - $ - $ - $ - Cancelled - $ - $ - $ - Expired - $ - $ - $ - Outstanding, March 31, 2022 2,550,000 $ 1.03 $ 0.82 $ - Outstanding, December 31, 2022 41,085,714 0.24 4.64 45,714 Issued 114,286 $ 0.01 $ 4.93 $ 52,000 Exercised - $ - $ - $ - Cancelled - $ - $ - $ - Expired - $ - $ - $ - Outstanding, March 31, 2023 41,200,000 $ 0.19 $ 4.65 $ 52,000 Exercisable, March 31, 2023 4,681,943 $ 0.24 $ 4.40 $ 52,000 The Company granted stock warrants to purchase an aggregate of 114,386 zero The weighted average grant date fair value of stock warrants granted and vested during the three months ended March 31, 2023 was $ 18,710 278,649 zero 14,049 The following table summarizes information about stock warrants to purchase shares of the Company’s common stock outstanding and exercisable as of March 31, 2023: SCHEDULE OF EXERCISABLE WARRANTS Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Warrants In Years Price Exercisable $ 1.05 2,000,000 0.17 $ 1.05 2,000,000 1.00 250,000 1.50 1.00 187,500 0.90 300,000 2.50 0.90 150,000 0.19 38,150,000 4.65 0.19 1,944,443 0.20 100,000 4.59 0.20 - 0.01 400,000 4.80 0.01 400,000 41,200,000 4.40 $ 0.24 4,681,943 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 $ 375,501 28,099 3,928,566 The aggregate intrinsic value as of March 31, 2023 is $ 52,000 0.14 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10 STOCKHOLDERS’ EQUITY (DEFICIT) Stock Payable The following summarizes the activity of stock payable during the three months ended March 31, 2023 and 2022: SCHEDULE OF ACTIVITY OF STOCK PAYABLE Amount Shares Ending balance - December 31, 2021 $ 654,166 782,570 Additions, net 81,249 81,249 Issuances, net - - Ending balance - March 31, 2022 $ 735,415 863,985 Amount Shares Ending balance - December 31, 2022 $ - - Additions, net 38,403,764 247,323,279 Issuances, net (81,249 ) (81,249 ) Ending balance - March 31, 2023 $ 38,322,515 247,242,030 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
LEASES | NOTE 11 – LEASES The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE Three Months Lease cost Operating lease cost (cost resulting from lease payments) $ 23,544 Short term lease cost - Sublease income (23,544 ) Net lease cost $ - Operating lease – operating cash flows (fixed payments) $ 23,544 Operating lease – operating cash flows (liability reduction) $ 20,667 Current leases – right of use assets $ 42,026 Current liabilities – operating lease liabilities $ 40,938 Non-current liabilities – operating lease liabilities $ - Operating lease ROU assets $ 42,026 Weighted-average remaining lease term (in years) 0.5 Weighted-average discount rate 2.1 % The Company did not have any leases for the three months ended March 31, 2022. Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended March 31, 2023: SCHEDULE OF NON-CANCELABLE LEASES Fiscal Year Operating Leases Remainder of 2023 43,320 Total future minimum lease payments 43,320 Amount representing interest 2,382 Present value of net future minimum lease payments $ 40,938 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 12 – PROPERTY AND EQUIPMENT Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 Computer equipment $ 39,480 Tools and equipment 33,196 Furniture and equipment 16,918 Property and equipment, gross 89,595 Less: Accumulated depreciation (58,874 ) Property and equipment, net $ 30,722 The Company did not have property and equipment as of March 31, 2022. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 13 – INTANGIBLE ASSETS AND GOODWILL Intangible assets, net consists of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL March 31, 2023 Gross Carrying Accumulated Amount Amortization Net Trade names and trademarks $ 7,122,637 $ 388,820 $ 6,733,817 Customer relationships 2,091,000 - 2,091,000 Formulas 135,000 - 135,000 Domain names 75,750 34,025 41,725 Intangible Assets $ 9,424,387 $ 422,845 $ 9,001,542 December 31, 2022 Gross Carrying Accumulated Amount Amortization Net Formulas $ 135,000 $ - $ 135,000 Domain names 44,002 599 43,403 Trademark 20,000 - 20,000 Intangible Assets $ 199,002 $ 599 $ 198,403 As of March 31, 2023, future expected amortization expense of Intangible assets was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Fiscal Period: Remainder of 2023 $ 623,950 2024 625,630 2025 625,630 2026 625,630 2027 625,630 Thereafter 5,596,841 Total amortization remaining $ 8,723,311 The changes in the carrying amounts of goodwill during the three months ended March 31, 2023 were as follows. SCHEDULE OF GOODWILL Balance at December 31, 2022 $ 32,836,563 Acquisition of Soylent 58,745,313 Measurement period adjustments (9,130,380 ) Balance at March 31, 2023 $ 82,451,496 As of March. 31, 2023, $ 12,089,871 11,616,312 53,242,593 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 14 – INVENTORY Inventory by major class are as follows: SCHEDULE OF INVENTORY March 31, 2023 December 31, 2022 Raw materials 7,856,700 1,294,865 Finished goods 10,337,562 1,738,789 Total inventory $ 18,194,262 $ 3,033,653 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 SUBSEQUENT EVENTS Management has evaluated subsequent events through May 22, 2023, pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement were issued, and has determined that no subsequent events other than those noted below exist. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements of Starco Brands, Inc. include the accounts of STCB, our wholly owned subsidiary AOS, our wholly owned subsidiary Skylar, our wholly owned subsidiary Soylent, and our 96 Our consolidated subsidiaries at March 31, 2023 include: AOS, Skylar, Soylent, Whipshots Holdings and its wholly owned subsidiary Whipshots LLC. Intercompany accounts and transactions have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2022. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the timing for revenue recognition, testing goodwill for impairment, recoverability of long-lived assets, income taxes, fair value of contributed services, and assumptions used in the Black-Scholes valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The allowance for uncollectible amounts is evaluated quarterly and was zero |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s consolidated financial assets and liabilities, such as cash, accounts receivable, accounts payable, 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 March 31, 2023 and December 31, 2022. The following table summarized the financial instruments of the Company at fair value based on the valuation approach applied to each class of security as of March 31, 2023: Schedule of Fair Value Measurements Fair Value Measurement at Reporting Date Using Carrying Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Soylent Share Price Adjustment $ 38,322,515 $ - $ - $ 38,322,515 Total Liabilities $ 38,322,515 $ - $ - $ 38,322,515 |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. All Property and equipment with a cost of $ 2,000 |
Revenue Recognition | 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 party. AOS, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of premium body and skincare products. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon Fulfillment by Amazon (“Amazon FBA”), is recognized upon shipment of merchandise. Skylar, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of fragrances. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon FBA, is recognized upon shipment of merchandise. Soylent, one of STCB’s wholly owned subsidiaries, earns its revenues through the sale of nutritional drinks. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, is recognized upon shipment of merchandise. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the licensee transferring goods or services to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company’s licensee must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s licensee’s performance obligations are transferred to customers at a point in time, typically upon delivery. |
Income Taxes | Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation per the provisions of ASC 718, Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants, options, and restricted stock units). The fair value of each warrant and option is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on the volatility of comparable companies’ common stock. The expected term of awards granted is derived using estimates based on the specific terms of each award. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a restricted stock unit equals the closing price of our common stock on the trading day of the grant date. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock payable and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three months ended March 31, 2023 and 2022. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common stock: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE 2023 2022 Three Months Ended March 31, 2023 2022 Stock Payable - - Warrants 41,200,000 - Acquisition Stock Consideration Payable 283,063,583 - Total 324,263,583 - |
Intangible Assets | Intangible Assets Definite-lived intangible assets consist of certain domain names. Definite-lived intangible assets are amortized utilizing the straight-line method over the assets’ estimated useful lives, which approximate 10 16 Indefinite-lived intangible assets consist of certain trademarks and formula lists. These intangible assets are not amortized but are tested for impairment annually or whenever impairment indicators exist. 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 be recoverable. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value, and the estimated fair value of the assets, with such estimated fair values determined using the best information available and in accordance with FASB ASC Topic 820, Fair Value Measurements. During the three months ended March 31, 2023 and 2022, the Company did not record asset impairment charges related to its intangible assets. |
Royalties and Licenses | 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. Our 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 performance remains with the licensor. When performance remains with the licensor, we record guarantee payments as an asset when actually paid and as a liability when incurred, rather than recording the asset and liability upon execution of the contract. Each quarter, we also evaluate the expected future realization of our royalty-based assets, as well as any unrecognized minimum commitments not yet paid to determine amounts we deem unlikely to be realized through future revenue. Impairments or losses determined post-launch are charged to cost of revenue. We evaluate long-lived royalty-based assets for impairment using undiscounted cash flows when impairment indicators exist. If an impairment exists, then the related assets are written down to fair value. Unrecognized minimum royalty-based commitments are accounted for as executory contracts, and therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated. Our minimum contractual obligations as of March 31, 2023 are approximately $ 1,120,000 1,670,000 |
Leases | Leases With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. 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 1,372 7,564 4 0.5 In accordance with ASC 842, Leases, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term office leases. See Note 11 – Leases for further discussion, including the impact on the consolidated financial statements and related disclosures . |
Inventory | Inventory Inventory consists of premium body and skincare products, fragrances and nutritional products. Inventory is measured using the first-in, first-out method and stated at average cost as of March 31, 2023. The value of inventories is reduced for excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and adjust the value of inventory when required. We did not record any inventory impairment losses for the three months ended March 31, 2023 and 2022. |
Acquisitions, Intangible Assets and Goodwill | 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-party valuation specialists for significant tangible and intangible assets. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. The Company typically employs an income method to measure the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Intangible assets are amortized over their estimated lives. Any intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale. |
Segments | 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 (“CODM”) and views the Company’s operations and manages its business in three reportable operating segments: (i) Starco Brands, which includes AOS, Whipshots Holdings and Whipshots LLC, (ii) Skylar, and (iii) Soylent. The CODM assesses performance of operating segments and determines the allocation of resources based primarily on gross profit as a whole. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | The following table summarized the financial instruments of the Company at fair value based on the valuation approach applied to each class of security as of March 31, 2023: Schedule of Fair Value Measurements Fair Value Measurement at Reporting Date Using Carrying Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Soylent Share Price Adjustment $ 38,322,515 $ - $ - $ 38,322,515 Total Liabilities $ 38,322,515 $ - $ - $ 38,322,515 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common stock: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE 2023 2022 Three Months Ended March 31, 2023 2022 Stock Payable - - Warrants 41,200,000 - Acquisition Stock Consideration Payable 283,063,583 - Total 324,263,583 - |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF GROSS PROFIT REPORTING SEGMENT | The following tables present gross profit by reporting segment: SCHEDULE OF GROSS PROFIT REPORTING SEGMENT Starco Brands Skylar Soylent Total Three Months Ended March 31, 2023 Starco Brands Skylar Soylent Total Total revenues $ 3,513,316 $ 1,914,182 $ 5,716,303 $ 11,143,801 Total cost of revenues 586,343 488,464 4,012,943 5,087,750 Gross profit $ 2,926,973 $ 1,425,718 $ 1,703,360 $ 6,056,051 Starco Brands Skylar Soylent Total Three Months Ended March 31, 2022 Starco Brands Skylar 1 Soylent 2 Total Total revenues $ 923,274 $ - $ - $ 923,274 Total cost of revenues - - - - Gross profit $ 923,274 $ - $ - $ 923,274 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 1 $ 12,608,560 Assets acquired: Cash and cash equivalents 200,661 Accounts receivable 153,764 Prepaid and other assets 167,565 Inventory 656,447 PP&E, net 16,622 Intangibles 17,309 Right of use asset 85,502 Customer relationships - Trade names and trademarks - Total assets acquired 1,297,871 Liabilities assumed: Accrued liabilities 562,919 Accounts payable 128,724 Right of use liability 87,539 Note payable Total liabilities assumed 779,182 Net assets acquired 518,698 Goodwill $ 12,089,871 1 Consideration consists of the following: $ 1,821 11,654,452 4,147 1,990 946,149 |
SCHEDULE OF PROFORMA INFORMATION | SCHEDULE OF PROFORMA INFORMATION For the Three Months Ended March 31, 2023 Starco Brands Inc. Soylent Nutrition, Proforma Starco Revenue $ 5,427,498 $ 11,193,358 $ 16,620,856 Net Income (Loss) $ (533,159 ) $ (9,821,470 ) $ (10,354,629 ) Net income attributable to non-controlling interest $ 58,416 $ - $ 58,416 Net Income (Loss) attributable to Starco Brands $ (591,575 ) $ (9,821,470 ) $ (10,413,045 ) |
Skylar Acquisition [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The Skylar Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 2 $ 21,417,681 Assets acquired: Cash and cash equivalents 339,679 Accounts receivable 381,762 Prepaid and other assets 701,566 Inventory 2,508,287 PP&E, net 25,942 Intangibles 161,693 Customer relationships 2,091,000 Trade names and trademarks 6,557,000 Total assets acquired 12,766,929 Liabilities assumed: Accrued liabilities 540,036 Accounts payable 2,425,524 Total liabilities assumed 2,965,560 Net assets acquired 9,801,369 Goodwill $ 11,616,312 2 Consideration consists of the following: $ 2,039,345 13,120,924 571,428 2,314,732 3,371,252 |
Soylent Acquisition [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The Soylent Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 3 $ 66,822,218 Assets acquired: Cash and cash equivalents 372,423 Accounts receivable 5,617,270 Prepaid and other assets 854,506 Inventory 13,514,907 PP&E, net 8,568 Intangibles 120,261 Total assets acquired 20,127,935 Liabilities assumed: Accounts payable 6,560,420 Accrued liabilities 690,610 Note payable 4,800,000 Total liabilities assumed 12,051,031 Net assets acquired 8,076,904 Goodwill $ 58,745,313 3 Consideration consists of the following: $ 200,000 26,693,143 2,785,714 37,143,360 0.35 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock Warrants | |
FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Risk- Number of free Stock Stock Strike Expected Interest Dividend Expected Fair Date Warrants Price Price Volatility Rate Rate Term Value 9/12/2022 33,150,000 $ 0.19 $ 0.19 103.09 % 3.47 % 0.00 % 3.0 $ 4,088,769 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 12/29/2022 285,714 $ 0.20 $ 0.01 103.49 % 3.94 % 0.00 % 1.0 $ 54,401 03/03/2023 114,286 $ 0.01 $ 0.01 137.62 % 4.26 % 0.00 % 1.0 $ 18,710 |
SCHEDULE OF OUTSTANDING STOCK WARRANTS AND CHANGES | A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: SCHEDULE OF OUTSTANDING STOCK WARRANTS AND CHANGES Shares available Weighted Weighted- Aggregate Outstanding, December 31, 2021 2,550,000 $ 1.03 $ 0.82 $ - Issued - $ - $ - $ - Exercised - $ - $ - $ - Cancelled - $ - $ - $ - Expired - $ - $ - $ - Outstanding, March 31, 2022 2,550,000 $ 1.03 $ 0.82 $ - Outstanding, December 31, 2022 41,085,714 0.24 4.64 45,714 Issued 114,286 $ 0.01 $ 4.93 $ 52,000 Exercised - $ - $ - $ - Cancelled - $ - $ - $ - Expired - $ - $ - $ - Outstanding, March 31, 2023 41,200,000 $ 0.19 $ 4.65 $ 52,000 Exercisable, March 31, 2023 4,681,943 $ 0.24 $ 4.40 $ 52,000 |
SCHEDULE OF EXERCISABLE WARRANTS | The following table summarizes information about stock warrants to purchase shares of the Company’s common stock outstanding and exercisable as of March 31, 2023: SCHEDULE OF EXERCISABLE WARRANTS Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Warrants In Years Price Exercisable $ 1.05 2,000,000 0.17 $ 1.05 2,000,000 1.00 250,000 1.50 1.00 187,500 0.90 300,000 2.50 0.90 150,000 0.19 38,150,000 4.65 0.19 1,944,443 0.20 100,000 4.59 0.20 - 0.01 400,000 4.80 0.01 400,000 41,200,000 4.40 $ 0.24 4,681,943 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF ACTIVITY OF STOCK PAYABLE | The following summarizes the activity of stock payable during the three months ended March 31, 2023 and 2022: SCHEDULE OF ACTIVITY OF STOCK PAYABLE Amount Shares Ending balance - December 31, 2021 $ 654,166 782,570 Additions, net 81,249 81,249 Issuances, net - - Ending balance - March 31, 2022 $ 735,415 863,985 Amount Shares Ending balance - December 31, 2022 $ - - Additions, net 38,403,764 247,323,279 Issuances, net (81,249 ) (81,249 ) Ending balance - March 31, 2023 $ 38,322,515 247,242,030 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE | The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE Three Months Lease cost Operating lease cost (cost resulting from lease payments) $ 23,544 Short term lease cost - Sublease income (23,544 ) Net lease cost $ - Operating lease – operating cash flows (fixed payments) $ 23,544 Operating lease – operating cash flows (liability reduction) $ 20,667 Current leases – right of use assets $ 42,026 Current liabilities – operating lease liabilities $ 40,938 Non-current liabilities – operating lease liabilities $ - Operating lease ROU assets $ 42,026 Weighted-average remaining lease term (in years) 0.5 Weighted-average discount rate 2.1 % |
SCHEDULE OF NON-CANCELABLE LEASES | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended March 31, 2023: SCHEDULE OF NON-CANCELABLE LEASES Fiscal Year Operating Leases Remainder of 2023 43,320 Total future minimum lease payments 43,320 Amount representing interest 2,382 Present value of net future minimum lease payments $ 40,938 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 Computer equipment $ 39,480 Tools and equipment 33,196 Furniture and equipment 16,918 Property and equipment, gross 89,595 Less: Accumulated depreciation (58,874 ) Property and equipment, net $ 30,722 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | Intangible assets, net consists of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL March 31, 2023 Gross Carrying Accumulated Amount Amortization Net Trade names and trademarks $ 7,122,637 $ 388,820 $ 6,733,817 Customer relationships 2,091,000 - 2,091,000 Formulas 135,000 - 135,000 Domain names 75,750 34,025 41,725 Intangible Assets $ 9,424,387 $ 422,845 $ 9,001,542 December 31, 2022 Gross Carrying Accumulated Amount Amortization Net Formulas $ 135,000 $ - $ 135,000 Domain names 44,002 599 43,403 Trademark 20,000 - 20,000 Intangible Assets $ 199,002 $ 599 $ 198,403 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | As of March 31, 2023, future expected amortization expense of Intangible assets was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Fiscal Period: Remainder of 2023 $ 623,950 2024 625,630 2025 625,630 2026 625,630 2027 625,630 Thereafter 5,596,841 Total amortization remaining $ 8,723,311 |
SCHEDULE OF GOODWILL | The changes in the carrying amounts of goodwill during the three months ended March 31, 2023 were as follows. SCHEDULE OF GOODWILL Balance at December 31, 2022 $ 32,836,563 Acquisition of Soylent 58,745,313 Measurement period adjustments (9,130,380 ) Balance at March 31, 2023 $ 82,451,496 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory by major class are as follows: SCHEDULE OF INVENTORY March 31, 2023 December 31, 2022 Raw materials 7,856,700 1,294,865 Finished goods 10,337,562 1,738,789 Total inventory $ 18,194,262 $ 3,033,653 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | Mar. 31, 2023 | Feb. 09, 2023 | Jan. 06, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||||
Common stock, par value | $ 0.001 | |||
Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 | 1,700,000,000 | |
Common Class B [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Common stock, shares authorized | 2,000,000,000 | |||
Amended and Restated Articles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Common stock outstanding percentage | 53.47% | |||
Whipshotsde [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 96% | 96% | ||
Percentage of equity issued subject to vesting requirements | 3% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 29, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Accumulated deficit | $ 19,299,765 | $ 17,578,219 | |||
Net loss | 1,721,546 | $ (40,949) | |||
Net cash used in operating activities | $ 121,811 | $ 566,093 | |||
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Notes Payable | $ 800,000 | $ 2,000,000 | |||
Debt maturity date | Jul. 01, 2023 | ||||
Chief Executive Officer [Member] | Related Party [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Notes Payable | $ 800,000 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Soylent Share Price Adjustment | $ 38,322,515 |
Total Liabilities | 38,322,515 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Soylent Share Price Adjustment | |
Total Liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Soylent Share Price Adjustment | |
Total Liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Soylent Share Price Adjustment | 38,322,515 |
Total Liabilities | $ 38,322,515 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 324,263,583 | |
Stock Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | ||
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 41,200,000 | |
Acquisition Stock Consideration Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 283,063,583 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Allowance for uncollectible accounts | 0 | $ 0 |
Contractual obligation | 1,120,000 | |
Contractual obligation | $ 1,670,000 | |
Remaining weighted average term | 6 months | |
AOS Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease term of contract | 2 years | |
Square feet of office space | a | 1,372 | |
Monthly base rent amount | $ 7,564 | |
Operating lease yearly rate increase | 4% | |
Remaining weighted average term | 6 months | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, capitalization threshold | $ 2,000 | |
Estimated useful lives | 10 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 16 years | |
Whipshotsde [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 96% | 96% |
SCHEDULE OF GROSS PROFIT REPORT
SCHEDULE OF GROSS PROFIT REPORTING SEGMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 11,143,801 | $ 923,274 |
Total cost of revenues | 5,087,750 | |
Gross profit | 6,056,051 | 923,274 |
Starco Brands [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,513,316 | 923,274 |
Total cost of revenues | 586,343 | |
Gross profit | 2,926,973 | 923,274 |
Skylar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,914,182 | |
Total cost of revenues | 488,464 | |
Gross profit | 1,425,718 | |
Soylent [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 5,716,303 | |
Total cost of revenues | 4,012,943 | |
Gross profit | $ 1,703,360 |
BUSINESS SEGMENTS (Details Narr
BUSINESS SEGMENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Depreciation expense | $ 3,719 | $ 0 |
Starco Brands [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation expense | 0 | 0 |
Skylar [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation expense | 3,079 | 0 |
Soylent [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation expense | $ 640 | $ 0 |
SCHEDULE OF RECOGNIZED IDENTIFI
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES (Details) - USD ($) | Feb. 15, 2023 | Dec. 29, 2022 | Sep. 12, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 82,451,496 | $ 32,836,563 | ||||
AOS Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration | [1] | $ 12,608,560 | ||||
Cash and cash equivalents | 200,661 | |||||
Accounts receivable | 153,764 | |||||
Prepaid and other assets | 167,565 | |||||
Inventory | 656,447 | |||||
PP&E, net | 16,622 | |||||
Intangibles | 17,309 | |||||
Right of use asset | 85,502 | |||||
Total assets acquired | 1,297,871 | |||||
Accrued liabilities | 562,919 | |||||
Accounts payable | 128,724 | |||||
Right of use liability | 87,539 | |||||
Total liabilities assumed | 779,182 | |||||
Net assets acquired | 518,698 | |||||
Goodwill | 12,089,871 | |||||
AOS Acquisition [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | ||||||
AOS Acquisition [Member] | Trademarks and Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | ||||||
Skylar Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration | [2] | $ 21,417,681 | ||||
Cash and cash equivalents | 339,679 | |||||
Accounts receivable | 381,762 | |||||
Prepaid and other assets | 701,566 | |||||
Inventory | 2,508,287 | |||||
PP&E, net | 25,942 | |||||
Total assets acquired | 12,766,929 | |||||
Accrued liabilities | 540,036 | |||||
Accounts payable | 2,425,524 | |||||
Total liabilities assumed | 2,965,560 | |||||
Net assets acquired | 9,801,369 | |||||
Goodwill | 11,616,312 | |||||
Intangibles | 161,693 | |||||
Skylar Acquisition [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | 2,091,000 | |||||
Skylar Acquisition [Member] | Trademarks and Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 6,557,000 | |||||
Soylent Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration | $ 66,822,218 | |||||
Cash and cash equivalents | 372,423 | |||||
Accounts receivable | 5,617,270 | |||||
Prepaid and other assets | 854,506 | |||||
Inventory | 13,514,907 | |||||
PP&E, net | 8,568 | |||||
Intangibles | 120,261 | |||||
Total assets acquired | 20,127,935 | |||||
Accrued liabilities | 690,610 | |||||
Accounts payable | 6,560,420 | |||||
Note payable | 4,800,000 | |||||
Total liabilities assumed | 12,051,031 | |||||
Net assets acquired | 8,076,904 | |||||
Goodwill | $ 58,745,313 | |||||
[1]Consideration consists of the following: $ 1,821 11,654,452 4,147 1,990 946,149 2,039,345 13,120,924 571,428 2,314,732 3,371,252 |
SCHEDULE OF RECOGNIZED IDENTI_2
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES (Details) (Parenthetical) - USD ($) | 3 Months Ended | ||||
Feb. 15, 2023 | Dec. 29, 2022 | Sep. 12, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Stock payable | $ 38,322,515 | ||||
AOS Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 1,821 | 1,821 | |||
Payments for previous acquisition | 11,654,452 | ||||
Payments to acquire businesses | 4,147 | ||||
Cash holdback | 1,990 | ||||
Equity payble during period value | $ 946,149 | ||||
Skylar Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 2,039,345 | ||||
Payments for previous acquisition | 13,120,924 | ||||
Cash holdback | 2,314,732 | 2,314,732 | |||
Equity payble during period value | 3,371,252 | $ 3,371,252 | |||
Payments for seller expenses | $ 571,428 | ||||
Soylent Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 200,000 | ||||
Payments for previous acquisition | 26,693,143 | ||||
Equity holdback payable | 2,785,714 | ||||
Stock payable | $ 37,143,360 | ||||
Stock payable, per share | $ 0.35 |
SCHEDULE OF PROFORMA INFORMATIO
SCHEDULE OF PROFORMA INFORMATION (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue | $ 16,620,856 |
Net Income (Loss) | (10,354,629) |
Net income attributable to non-controlling interest | 58,416 |
Net Income (Loss) attributable to Starco Brands | (10,413,045) |
Parent Company [Member] | |
Revenue | 5,427,498 |
Net Income (Loss) | (533,159) |
Net income attributable to non-controlling interest | 58,416 |
Net Income (Loss) attributable to Starco Brands | (591,575) |
Soylent Nutrition Inc [Member] | |
Revenue | 11,193,358 |
Net Income (Loss) | (9,821,470) |
Net income attributable to non-controlling interest | |
Net Income (Loss) attributable to Starco Brands | $ (9,821,470) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 15, 2023 | Feb. 15, 2023 | Dec. 29, 2022 | Sep. 12, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Deferred payments to acquire business | $ 6,137 | |||||||
Business acquisition, paid in cash to settle debt | (172,423) | |||||||
Assets, Fair Value Adjustment | 37,143,360 | |||||||
Share adjustment value | $ 38,322,515 | 38,322,515 | ||||||
Net loss | 1,129,969 | |||||||
Share adjustment loss | $ 1,179,154 | |||||||
Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Share issued price | $ 0.195 | $ 0.195 | ||||||
Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Share issued price | $ 0.189 | $ 0.189 | ||||||
AOS Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, share price per share | $ 0.19 | |||||||
Number of shares issued | 61,400,000 | |||||||
Cash per share non accredited investor | $ 0.0982 | |||||||
Payments to acquire businesses | $ 1,821 | $ 1,821 | ||||||
Deferred payments to acquire business | $ 1,990 | |||||||
Share value of deferred payments | 62,499 | |||||||
Business acquisition, transaction costs | $ 845,000 | |||||||
AOS Acquisition [Member] | Shares Issuable after Indemnification Period [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued | 5,000,000 | 4,979,731 | ||||||
AOS Acquisition [Member] | Shares Issuable Upon Completion of Sales Metrics [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued | 5,000,000 | |||||||
Skylar Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, share price per share | $ 0.20 | |||||||
Number of shares issued | 68,622,219 | |||||||
Cash per share non accredited investor | $ 0.17 | |||||||
Payments to acquire businesses | $ 2,039,345 | |||||||
Business acquisition, transaction costs | 1,770,000 | |||||||
Business acquisition, paid in cash to settle debt | $ 2,000,000 | |||||||
Cash to non-accredited investors | $ 27,273 | $ 27,273 | ||||||
Skylar Acquisition [Member] | Shares Issuable after Indemnification Period [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued | 11,573,660 | 11,573,660 | ||||||
Skylar Acquisition [Member] | Shares Issuable Upon Completion of Sales Metrics [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued | 19,268,162 | 19,268,162 | 19,268,162 | |||||
Soylent Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, share price per share | $ 0.15 | $ 0.15 | ||||||
Number of shares issued | 165,336,430 | |||||||
Payments to acquire businesses | $ 200,000 | |||||||
Business acquisition, transaction costs | $ 5,700,000 | $ 5,700,000 | ||||||
Business acquisition, paid in cash to settle debt | $ 200,000 | |||||||
Number of shares, issued | $ 12,617,857 | |||||||
Share issued price | $ 0.195 | $ 0.195 | ||||||
Revenue | $ 5,716,303 | |||||||
Net loss | $ 1,129,969 | |||||||
Soylent Acquisition [Member] | Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of restricted stock issued | 18,571,429 | |||||||
Share issued price | $ 0.35 | $ 0.35 | ||||||
Soylent Acquisition [Member] | Common Class A [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Share issued price | $ 0.35 | $ 0.35 | ||||||
Soylent Acquisitions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Share issued price | $ 0.189 | $ 0.189 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||
Outstanding balance | $ 4,476,992 | $ 3,109,535 | ||||
Interest expense | 97,313 | $ 14,855 | ||||
First Financing Loan For Director and Officer Insurance Policy [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate stated percentage | 4.40% | |||||
Outstanding balance | $ 53,822 | |||||
Second financing Loan for Director and Officer Insurance Policy [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate stated percentage | 5.82% | |||||
Outstanding balance | 57,709 | |||||
Financing Loan for Director and Officer Insurance Policy [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 2,327 | $ 2,000 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Feb. 15, 2023 | Dec. 29, 2022 | Sep. 12, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 14, 2021 | Sep. 08, 2021 | Jul. 09, 2014 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments to acquire intangible assets | $ 38,620 | |||||||||
Cash | 6,137 | |||||||||
Other payables and accruals | 1,739,181 | $ 1,135,803 | ||||||||
Additional paid in capital other payable and accruals | $ 150,000 | |||||||||
Investors [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Other payables and accruals | $ 150,000 | |||||||||
Investors [Member] | Related Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Accrued liability | $ 150,000 | |||||||||
AOS Acquisition [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 61,400,000 | |||||||||
Cash | $ 1,990 | |||||||||
Cash holdback | $ 1,990 | |||||||||
Equity payble during period value | $ 946,149 | |||||||||
AOS Acquisition [Member] | Shares Issuable after Indemnification Period [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 5,000,000 | 4,979,731 | ||||||||
AOS Acquisition [Member] | Shares Issuable Upon Completion of Sales Metrics [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 5,000,000 | |||||||||
Skylar Acquisition [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 68,622,219 | |||||||||
Cash holdback | $ 2,314,732 | $ 2,314,732 | ||||||||
Equity payble during period value | $ 3,371,252 | $ 3,371,252 | ||||||||
Skylar Acquisition [Member] | Shares Issuable after Indemnification Period [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 11,573,660 | 11,573,660 | ||||||||
Skylar Acquisition [Member] | Shares Issuable Upon Completion of Sales Metrics [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 19,268,162 | 19,268,162 | 19,268,162 | |||||||
Soylent Acquisition [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued | 165,336,430 | |||||||||
Soylent Acquisition [Member] | Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of restricted stock issued | 18,571,429 | |||||||||
Number of issuance, shares | 247,242,030 | |||||||||
Number of issuance, value | $ 38,322,515 | |||||||||
Penguins Fly, LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Minimum purchase price aggregate payment | $ 140,000 | |||||||||
Maximum purchase price aggregate payment | $ 2,000,000 | |||||||||
Payments to acquire intangible assets | $ 38,620 | $ 20,000 | ||||||||
Washpoppin Inc. [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Minimum royalty payments | $ 3,300,000 | |||||||||
Royalty expense | $ 275,000 | $ 127,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||||||||
Mar. 03, 2023 | Dec. 29, 2022 | Jul. 19, 2022 | Feb. 14, 2022 | Dec. 13, 2021 | Sep. 17, 2021 | Jun. 28, 2021 | Jan. 24, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2017 | Jun. 30, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Settled repurchase | 967,120 | |||||||||||||
Proceeds from related party debt | $ 800,000 | $ 472,500 | ||||||||||||
Accrued interest due | 32,439 | $ 6,960 | ||||||||||||
Interest expense | 97,313 | 14,855 | ||||||||||||
Revenue from related parties | 11,143,801 | 923,274 | ||||||||||||
Contributed Services [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party ttransaction amounts of transaction | 24,049 | 54,862 | ||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue from related parties | 2,787,485 | 923,274 | ||||||||||||
Accounts receivable related parties | 2,433,364 | 2,107,015 | ||||||||||||
Chairman and Former CEO [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party advance monthly interest payment | $ 2,545 | |||||||||||||
Chairman and Former CEO [Member] | Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General operating expenses | $ 289,821 | |||||||||||||
Sanford Lang and Martin Goldrod [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock repurchased during period, value | 32,850 | 32,850 | ||||||||||||
Sanford Lang and Martin Goldrod [Member] | Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Monthly share repurchases from related parties value | $ 10,950 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties noncurrent | $ 800,000 | $ 2,000,000 | $ 472,500 | $ 500,000 | $ 500,000 | $ 100,000 | $ 100,000 | |||||||
Interest rate | 10% | 4% | 4% | |||||||||||
Debt instrument term | 2 years | |||||||||||||
Interest rate | 5% | 5% | 4% | |||||||||||
Default interest rate | 10% | |||||||||||||
Maturity date | Dec. 12, 2023 | Sep. 17, 2023 | Jun. 28, 2023 | |||||||||||
Proceeds from related party debt | $ 300,000 | |||||||||||||
Repayment of company costs | $ 172,500 | |||||||||||||
Share price | $ 0.29 | |||||||||||||
Interest rate | 11.75% | 11.50% | ||||||||||||
Warrants to purchase shares | 114,286 | 285,714 | ||||||||||||
Exercise price | $ 0.01 | $ 0.01 | ||||||||||||
Outstanding principal due | 4,472,500 | 3,672,500 | ||||||||||||
Accrued interest due | 32,439 | 6,960 | ||||||||||||
Interest expense | 80,456 | 5,392 | ||||||||||||
Chief Executive Officer [Member] | Prime Rate [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate | 4% | 4% | ||||||||||||
The Woo [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Marketing expense related party | 0 | $ 87,044 | ||||||||||||
Temperance [Member] | Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable related parties | $ 95,640 | $ 95,640 | $ 95,640 |
FAIR VALUE MEASUREMENT INPUTS A
FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) | Mar. 31, 2023 | Mar. 03, 2023 USD ($) $ / shares shares | Dec. 29, 2022 USD ($) $ / shares shares | Nov. 03, 2022 USD ($) $ / shares shares | Nov. 01, 2022 USD ($) $ / shares shares | Sep. 12, 2022 USD ($) $ / shares shares |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Expected Term | 4 years 4 months 24 days | |||||
Chief Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Number of Stock Warrants | shares | 114,286 | 285,714 | 5,000,000 | 100,000 | 33,150,000 | |
Strike Price | $ / shares | $ 0.01 | $ 0.01 | $ 0.19 | $ 0.20 | $ 0.19 | |
Fair Value | $ | $ 18,710 | $ 54,401 | $ 618,176 | $ 8,116 | $ 4,088,769 | |
Chief Executive Officer [Member] | Measurement Input, Share Price [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Dividend Rate | 0.01 | 0.20 | 0.19 | 0.20 | 0.19 | |
Chief Executive Officer [Member] | Measurement Input, Price Volatility [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Dividend Rate | 137.62 | 103.49 | 102.84 | 102.86 | 103.09 | |
Chief Executive Officer [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Dividend Rate | 4.26 | 3.94 | 4.36 | 4.27 | 3.47 | |
Chief Executive Officer [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Dividend Rate | 0 | 0 | 0 | 0 | 0 | |
Chief Executive Officer [Member] | Measurement Input, Expected Term [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Expected Term | 1 year | 1 year | 3 years | 1 year | 3 years |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS AND CHANGES (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares available to purchase with warrants, Balance | 41,085,714 | 2,550,000 | 2,550,000 | |
Weighted Average Exercise Price, Balance | $ 0.24 | $ 1.03 | $ 1.03 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 4 years 7 months 24 days | 9 months 25 days | 4 years 7 months 20 days | 9 months 25 days |
Aggregate Intrinsic Value, Balance | $ 45,714 | |||
Shares available to purchase with warrants, Issued | 114,286 | |||
Weighted Average Exercise Price, Issued | $ 0.01 | |||
Aggregate Intrinsic Value, Issued | $ 52,000 | |||
Shares available to purchase with warrants, Exercised | ||||
Shares available to purchase with warrants, Cancelled | ||||
Shares available to purchase with warrants, Expired | ||||
Shares available to purchase with warrants, Balance | 41,200,000 | 2,550,000 | 41,085,714 | 2,550,000 |
Weighted Average Exercise Price, balance | $ 0.19 | $ 1.03 | $ 0.24 | $ 1.03 |
Aggregate Intrinsic Value, Balance | $ 52,000 | $ 45,714 | ||
Weighted Average Remaining Contractual Term (in years), Issued | 4 years 11 months 4 days | |||
Shares available to purchase with warrants, Exercisable Balance | 4,681,943 | |||
Weighted Average Exercise Price, Exercisable | $ 0.24 | |||
Weighted Average Remaining Contractual Term (in years), Exercisable | 4 years 4 months 24 days | |||
Aggregate Intrinsic Value, Balance | $ 52,000 |
SCHEDULE OF EXERCISABLE WARRANT
SCHEDULE OF EXERCISABLE WARRANTS (Details) | Mar. 31, 2023 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | 41,200,000 |
Weighted-Average Remaining Life In Years | 4 years 4 months 24 days |
Weighted- Weighted Exercise Price | $ / shares | $ 0.24 |
Number Exercisable | 4,681,943 |
Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 1.05 |
Outstanding Warrants | 2,000,000 |
Weighted-Average Remaining Life In Years | 2 months 1 day |
Weighted- Weighted Exercise Price | $ / shares | $ 1.05 |
Number Exercisable | 2,000,000 |
Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 1 |
Outstanding Warrants | 250,000 |
Weighted-Average Remaining Life In Years | 1 year 6 months |
Weighted- Weighted Exercise Price | $ / shares | $ 1 |
Number Exercisable | 187,500 |
Exercise Price Three [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 0.90 |
Outstanding Warrants | 300,000 |
Weighted-Average Remaining Life In Years | 2 years 6 months |
Weighted- Weighted Exercise Price | $ / shares | $ 0.90 |
Number Exercisable | 150,000 |
Exercise Price Four [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 0.19 |
Outstanding Warrants | 38,150,000 |
Weighted-Average Remaining Life In Years | 4 years 7 months 24 days |
Weighted- Weighted Exercise Price | $ / shares | $ 0.19 |
Number Exercisable | 1,944,443 |
Exercise Price Five [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 0.20 |
Outstanding Warrants | 100,000 |
Weighted-Average Remaining Life In Years | 4 years 7 months 2 days |
Weighted- Weighted Exercise Price | $ / shares | $ 0.20 |
Number Exercisable | |
Exercise Price Six [Member] | |
Class of Warrant or Right [Line Items] | |
Range of exercise prices | $ / shares | $ 0.01 |
Outstanding Warrants | 400,000 |
Weighted-Average Remaining Life In Years | 4 years 9 months 18 days |
Weighted- Weighted Exercise Price | $ / shares | $ 0.01 |
Number Exercisable | 400,000 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Nov. 03, 2022 | Nov. 01, 2022 | Sep. 12, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 03, 2023 | Dec. 29, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Warrants and rights expiration | 4 years 4 months 24 days | ||||||
weighted average grant date fair value of stock warrants granted | $ 18,710 | $ 0 | |||||
weighted average grant date fair value of stock warrants vested | $ 278,649 | $ 14,049 | |||||
Warrant [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Issued, shares | 114,386 | 0 | |||||
Compensation expense | $ 375,501 | $ 28,099 | |||||
Future compensation cost | 3,928,566 | ||||||
Outstanding and exercisable warrants | $ 52,000 | ||||||
Estimated fair value per share | $ 0.14 | ||||||
Board Members and Consultants [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of securities called by warrants or rights | 33,150,000 | ||||||
Warrants and rights vesting period | 3 years | ||||||
Warrants and rights expiration | 5 years | ||||||
Consultant [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of securities called by warrants or rights | 5,000,000 | 100,000 | |||||
Warrants and rights vesting period | 3 years | 1 year | |||||
Chief Executive Officer [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of securities called by warrants or rights | 5,000,000 | 100,000 | 33,150,000 | 114,286 | 285,714 | ||
Funding fee | $ 800,000 | $ 2,000,000 |
SCHEDULE OF ACTIVITY OF STOCK P
SCHEDULE OF ACTIVITY OF STOCK PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Stock payable, Balance | $ 654,166 | |
Stock payable, shares | 782,570 | |
Stock payable additions, net | $ 38,403,764 | $ 81,249 |
Stock payable, additions, net, shares | 247,323,279 | 81,249 |
Stock payable issuances, net | $ (81,249) | |
Stock payable issuances, net, shares | (81,249) | |
Stock payable, Balance | $ 38,322,515 | $ 735,415 |
Stock payable, shares | 247,242,030 | 863,985 |
SCHEDULE OF NET LEASE COST AND
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost (cost resulting from lease payments) | $ 23,544 | |
Short term lease cost | ||
Sublease income | (23,544) | |
Net lease cost | ||
Operating lease - operating cash flows (fixed payments) | 23,544 | |
Operating lease - operating cash flows (liability reduction) | 20,667 | |
Current leases - right of use assets | 42,026 | $ 61,353 |
Current liabilities - operating lease liabilities | 40,938 | $ 61,605 |
Non-current liabilities - operating lease liabilities | ||
Weighted-average remaining lease term (in years) (Year) | 6 months | |
Weighted-average discount rate (Rate) | 2.10% |
SCHEDULE OF NON-CANCELABLE LEAS
SCHEDULE OF NON-CANCELABLE LEASES (Details) | Mar. 31, 2023 USD ($) |
Leases | |
Remainder of 2023 | $ 43,320 |
Total future minimum lease payments | 43,320 |
Amount representing interest | 2,382 |
Present value of net future minimum lease payments | $ 40,938 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 89,595 | |
Less: Accumulated depreciation | (58,874) | |
Property and equipment, net | 30,722 | $ 25,873 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 39,480 | |
Tools And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,196 | |
Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,918 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 9,424,387 | $ 199,002 | |
Accumulated amortization | 422,845 | 599 | |
Intangible Assets, Net | 9,001,542 | 198,403 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 7,122,637 | $ 20,000 | |
Accumulated amortization | 388,820 | ||
Intangible Assets, Net | 6,733,817 | 20,000 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 2,091,000 | ||
Accumulated amortization | |||
Intangible Assets, Net | 2,091,000 | ||
Formulas [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 135,000 | 135,000 | |
Accumulated amortization | |||
Intangible Assets, Net | 135,000 | $ 135,000 | |
Internet Domain Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 75,750 | 44,002 | |
Accumulated amortization | 34,025 | 599 | |
Intangible Assets, Net | $ 41,725 | $ 43,403 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 623,950 |
2024 | 625,630 |
2025 | 625,630 |
2026 | 625,630 |
2027 | 625,630 |
Thereafter | 5,596,841 |
Total amortization remaining | $ 8,723,311 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill beginning balance | $ 32,836,563 |
Acquisition of Soylent | 58,745,313 |
Measurement period adjustments | (9,130,380) |
Goodwill ending balance | $ 82,451,496 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Goodwill acquisition | $ 58,745,313 |
STCB Segment [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Goodwill acquisition | 12,089,871 |
Skylar Segment [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Goodwill acquisition | 11,616,312 |
Soylent Segment [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Goodwill acquisition | $ 53,242,593 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,856,700 | $ 1,294,865 |
Finished goods | 10,337,562 | 1,738,789 |
Total inventory | $ 18,194,262 | $ 3,033,653 |