SPIRITS TIME INTERNATIONAL, INC. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
June 30, 2023.
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
______________________ to ____________________.
Commission File Number: 333-151300
SPIRITS TIME INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada (NV) |
| 20-3455830 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
1661 Lakeview Circle
Ogden, Utah 84403
(801) 399-3632
(Registrant’s address and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x. No ¨.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨. |
| Accelerated filer ¨. |
Non-accelerated filer x. |
| Smaller reporting company ☒. |
Emerging growth company ☐. |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x.
The number of shares outstanding of the issuer’s common stock, $0.001 par value was 7,361,005 on August 10, 2023.
SPIRITS TIME INTERNATIONAL, INC.
INDEX
| Page |
| Number |
PART I - FINANCIAL INFORMATION | 3 |
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Item 1 – Condensed Financial Statements (Unaudited) | 3 |
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
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Item 3 – Quantitative and Qualitative Disclosure About Market Risk | 7 |
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Item 4 – Controls and Procedures | 7 |
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PART II – OTHER INFORMATION | 8 |
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Item 1 - Legal Proceedings | 8 |
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Item 1A–Risk Factors | 8 |
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Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 8 |
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Item 3 - Defaults upon Senior Securities | 8 |
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Item 4 – Mine Safety Disclosures | 9 |
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Item 5 - Other Information | 9 |
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Item 6 – Exhibits | 10 |
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Signatures | 10 |
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Index to Exhibits | 10 |
PART I ― FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
Item 1. – Financial Statements
As used herein, the terms “Spirits Time,” “we,” “our,” and “us” refer to Spirits Time International, Inc., a Nevada corporation, unless otherwise indicated. The condensed unaudited financial statements of the registrant for the six months ended June 30, 2023 and 2022 follow. The condensed unaudited financial statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.
3
SPIRITS TIME INTERNATIONAL, INC.
June 30, 2023
INDEX TO FINANCIAL STATEMENTS
(Unaudited)
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| Page(s) |
Condensed Balance Sheets (Unaudited) | F-2 | |
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Condensed Statements of Operations (Unaudited) | F-3 | |
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Condensed Statements of Stockholders’ Deficit (Unaudited) | F-4 | |
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Condensed Statements of Cash Flows (Unaudited) | F-5 | |
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Notes to the Condensed Financial Statements (Unaudited) | F-6 | |
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F-1
SPIRITS TIME INTERNATIONAL, INC. | |||||
Condensed Balance Sheets | |||||
(Unaudited) | |||||
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| June 30, |
| December 31, |
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| 2023 |
| 2022 | |
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ASSETS | |||||
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CURRENT ASSETS |
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| Cash and cash equivalents | $ 113 |
| $ 707 | |
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| Total Current Assets | 113 |
| 707 |
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OTHER ASSETS |
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| Intangible assets | 275,000 |
| 275,000 | |
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| TOTAL ASSETS | $ 275,113 |
| $ 275,707 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
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CURRENT LIABILITIES |
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| Accounts payable | $ 194,663 |
| $ 178,409 | |
| Accounts payable - related party | 8,500 |
| 10,500 | |
| Accrued interest | 332,279 |
| 290,153 | |
| Accrued interest - related parties | 145,557 |
| 127,684 | |
| Loans payable - related parties | 256,575 |
| 235,375 | |
| Convertible notes payable - related parties | 55,000 |
| 55,000 | |
| Convertible note payable | 290,000 |
| 290,000 | |
| Notes payable | 83,000 |
| 75,000 | |
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| Total Current Liabilities | 1,365,574 |
| 1,262,121 |
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| TOTAL LIABILITIES | 1,365,574 |
| 1,262,121 |
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COMMITMENTS AND CONTINGENCIES | - |
| - | ||
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STOCKHOLDERS' DEFICIT |
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| Preferred stock, $0.001 par value; 20,000,000 shares authorized | 450 |
| 450 | |
| Preferred stock designated, Series D, $0.001 par value, 50,000 | 5 |
| 5 | |
| Common stock, $0.001 par value; 140,000,000 shares | 7,361 |
| 7,361 | |
| Additional paid-in capital | 962,120 |
| 962,120 | |
| Accumulated deficit | (2,060,397) |
| (1,956,350) | |
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| Total Stockholders' Deficit | (1,090,461) |
| (986,414) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 275,113 |
| $ 275,707 |
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The accompanying notes are an integral part of these condensed unaudited financial statements. | |||||
F-2
SPIRITS TIME INTERNATIONAL, INC. | |||||||||
Condensed Statements of Operations | |||||||||
(Unaudited) | |||||||||
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| For the Three Months Ended |
| For the Six Months Ended | ||||
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| June 30, |
| June 30, | ||||
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| 2023 |
| 2022 |
| 2023 |
| 2022 | |
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NET REVENUES | $ - |
| $ - |
| $ - |
| $ - | ||
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OPERATING EXPENSES |
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| Professional fees | 19,261 |
| 18,972 |
| 37,787 |
| 29,870 | |
| Selling, general and administrative | 4,182 |
| 2,230 |
| 6,261 |
| 4,297 | |
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| Total Operating Expenses | 23,443 |
| 21,202 |
| 44,048 |
| 34,167 |
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LOSS FROM OPERATIONS | (23,443) |
| (21,202) |
| (44,048) |
| (34,167) | ||
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OTHER INCOME (EXPENSES) |
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| Interest expense | (30,453) |
| (29,352) |
| (59,999) |
| (57,921) | |
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| Total Other Income (Expenses) | (30,453) |
| (29,352) |
| (59,999) |
| (57,921) |
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LOSS BEFORE INCOME TAXES | (53,896) |
| (50,554) |
| (104,047) |
| (92,088) | ||
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PROVISION FOR INCOME TAXES | - |
| - |
| - |
| - | ||
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NET LOSS | $ (53,896) |
| $ (50,554) |
| $ (104,047) |
| $ (92,088) | ||
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NET LOSS PER SHARE - BASIC AND DILUTED | $ (0.01) |
| $ (0.01) |
| $ (0.01) |
| $ (0.01) | ||
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WEIGHTED AVERAGE NUMBER OF |
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SHARES OUTSTANDING - BASIC AND DILUTED | 7,361,005 |
| 7,361,005 |
| 7,361,005 |
| 7,361,005 | ||
The accompanying notes are an integral part of these condensed unaudited financial statements.
F-3
SPIRITS TIME INTERNATIONAL, INC. | ||||||||||||||||||
Condensed Statements of Stockholders' Deficit | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
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| Six Months Ended June 30, 2023 | ||||||||||||||||
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| Additional |
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| Total | ||
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| Preferred Stock A |
| Preferred Stock D |
| Common Stock |
| Paid-In |
| Accumulated |
| Stockholders' | ||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |
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Balance, December 31, 2022 |
| 450,000 |
| $ 450 |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 962,120 |
| $ (1,956,350) |
| $ (986,414) |
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Net loss for the three months ended |
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March 31, 2023 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (50,151) |
| (50,151) |
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Balance, March 31, 2023 |
| 450,000 |
| $ 450 |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 962,120 |
| $ (2,006,501) |
| $ (1,036,565) |
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Net loss for the three months ended |
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June 30, 2023 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (53,896) |
| (53,896) |
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Balance, June 30, 2023 |
| 450,000 |
| $ 450 |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 962,120 |
| $ (2,060,397) |
| $ (1,090,461) |
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| Six Months Ended June 30, 2022 | ||||||||||||||||
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| Additional |
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| Total | ||
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| Preferred Stock |
| Preferred Stock |
| Common Stock |
| Paid-In |
| Accumulated |
| Stockholders' | ||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |
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Balance, December 31, 2021 |
| - |
| $ - |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 942,050 |
| $ (1,669,722) |
| $ (720,306) |
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Net loss for the three months ended |
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March 31, 2022 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (41,534) |
| (41,534) |
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Balance, March 31, 2022 |
| - |
| $ - |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 942,050 |
| $ (1,711,256) |
| $ (761,840) |
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Net loss for the three months ended |
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June 30, 2022 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (50,554) |
| (50,554) |
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Balance, June 30, 2022 |
| - |
| $ - |
| 5,000 |
| $ 5 |
| 7,361,005 |
| $ 7,361 |
| $ 942,050 |
| $ (1,761,810) |
| $ (812,394) |
The accompanying notes are an integral part of these condensed unaudited financial statements.
F-4
SPIRITS TIME INTERNATIONAL, INC. | |||||
Condensed Statements of Cash Flows | |||||
(Unaudited) | |||||
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| For the Six Months Ended | ||
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| June 30, | ||
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| 2023 |
| 2022 | |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ (104,047) |
| $ (92,088) | ||
Adjustments to reconcile net loss to net cash |
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used by operating activities: |
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Changes in operating assets and liabilities: |
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| Accounts payable and accrued interest | 58,380 |
| 59,486 | |
| Accounts payable - related party | (2,000) |
| (2,000) | |
| Accrued interest - related parties | 17,873 |
| 7,363 | |
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| Net Cash Used by Operating Activities | (29,794) |
| (27,239) |
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CASH FLOWS FROM INVESTING ACTIVITIES | - |
| - | ||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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| Proceeds from notes payable | 8,000 |
| 20,000 | |
| Proceeds from loans payable - related parties | 21,200 |
| 7,350 | |
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| Net Cash Provided by Financing Activities | 29,200 |
| 27,350 |
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (594) |
| 111 | ||
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 707 |
| 186 | ||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 113 |
| $ 297 | ||
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SUPPLEMENTAL DISCLOSURES: |
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| Cash paid for interest | $ 0 |
| $ 9,000 | |
| Cash paid for income taxes | $ - |
| $ - | |
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The accompanying notes are an integral part of these condensed unaudited financial statements. | |||||
F-5
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
June 30, 2023
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial statements at June 30, 2023 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed unaudited financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2022 audited financial statements. The results of operations for the period ended June 30, 2023 are not necessarily indicative of the operating results for the full year.
Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. During the six months ended June 30, 2023 and 2022, the Company had warrants outstanding that are exercisable into 264,084 shares of common stock, and convertible debt outstanding that is convertible into 4,867,525 shares of common stock. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses.
Six Months Ended | Loss (Numerator) | Shares (Denominator) | Per Share Amount |
June 30, 2023 | $ (104,047) | 7,361,005 | $ (0.01) |
June 30, 2022 | $ (92,088) | 7,361,005 | $ (0.01) |
Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles and held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. For the year ended December 31, 2022 we recorded an impairment loss of $80,404. As of June 30, 2023, and December 31, 2022, the Company had finished goods bottled tequila inventory on-hand totaling $0.
NOTE 2 – INTANGIBLE ASSETS
Intangible assets consist of the Tequila Alebrijes brand name, trademark, and property rights totaling $275,000. The Company has determined that no impairment of intangible assets is necessary as of June 30, 2023 or December 31, 2022.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The continuance of the Company as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
4
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
June 30, 2023
(Unaudited)
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY LOANS AND OTHER TRANSACTIONS
During the six months ended June 30, 2023 and 2022, the Company received loans in the amount of $21,200 and $7,350, respectively, from related parties of the Company. These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company. The balances due on non-convertible loans payable to related parties were principal of $256,575 and $235,375 plus accrued interest of $94,403 and $79,803 as of June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023 and 2022, interest in the amount of $-0- and $9,000, respectively, was paid.
Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole director $500 per month as payment for use of his personal residence as the Company’s office and mailing address. The Company has recorded rent expense of $3,000 during each of the six months ended June 30, 2023 and 2022 which is included in the selling, general and administrative expenses on the statements of operations. The amount payable at December 31, 2022 was $10,500. During the six months ended June 30, 2023 the Company paid $5,000, resulting in $8,500 payable at June 30, 2023.
In March 2014, the Company issued a $40,000 convertible promissory note to the sole officer and director of the Company and a $15,000 convertible promissory note to another affiliated shareholder (the “Convertible Notes”). On October 11, 2022 this unaffiliated individual was appointed as a director of the Company. The Convertible Notes had a term of one year expiring March 2015, are now payable on demand, and accrue interest at the rate of 12% per annum. The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Company’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share. During the year ended December 31, 2019, $10,000 of accrued interest was converted into 5,000 shares of Preferred Stock. No principal has been paid on these Notes. As of June 30, 2023 and December 31, 2022, the balance due to these related parties for these Notes was principal of $55,000 and accrued interest of $51,154 and $47,881, respectively.
On August 24, 2022, the Company issued 300,000 shares of Preferred Series A stock to directors of the Company for review of potential business opportunities.
On August 24, 2022, the Company issued 50,000 shares of Preferred Series A stock to an unaffiliated individual for review of potential business opportunities. On October 11, 2022 this unaffiliated individual was appointed as a director of the Company.
5
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
June 30, 2023
(Unaudited)
Convertible notes and loans payable – related parties consisted of the following:
| June 30, 2023 |
| December 31, 2022 | |
Loans payable to related parties, interest at 12% per annum, due on demand |
| $256,575 |
| $235,375 |
Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share |
| 55,000 |
| 55,000 |
Total Convertible Notes and Loans Payable – Related Parties |
| 311,575 |
| 290,375 |
Less: Current Portion |
| (311,575) |
| (290,375) |
Long-Term Convertible Notes and Loans Payable – Related Parties |
| $- |
| $- |
Accrued interest on the convertible notes and loans payable, related parties was $145,557 and $127,684 at June 30, 2023 and December 31, 2022, respectively. The Company did not record beneficial conversion feature elements on the related party convertible debt due to the conversion rate of $1.00 per share being greater than the fair market value of the underlying shares on the date of issuance.
NOTE 5 – CONVERTIBLE PROMISSORY NOTES
The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at June 30, 2023 and December 31, 2022 as follows:
Note (A) |
| Principal(1) |
| Less Debt Discount |
| Plus Premium |
| Net Note Balance |
| Accrued Interest |
|
|
|
|
|
|
|
|
|
|
|
June 30, 2023 |
| $ 290,000 |
| $ - |
| $ - |
| $ 290,000 |
| $ 305,409 |
December 31, 2022 |
| $ 290,000 |
| $ - |
| $ - |
| $ 290,000 |
| $ 267,410 |
(1)Collateralized by the Company’s assets, including accounts receivable, cash and equivalents, inventory, property, equipment, intangibles. At June 30, 2023 and December 31, 2022, the Company’s assets consisted of cash and equivalents of $113 and $707, respectively, and intangible assets of $275,000, for total carrying value of $275,113 and $275,707, respectively.
(A)On September 24, 2018 (the “Date of Issuance”) the Company issued a convertible promissory note (the “Note”) with a face value of $300,000, maturing on September 24, 2019, and a stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company's common stock, based on a conversion rate of 50% of the lowest trading price for the 25 days prior to conversion. This note is currently in default (Note 7).
6
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
June 30, 2023
(Unaudited)
Along with the Note, on the Date of Issuance the Company issued 42,857 Common Stock Purchase Warrants (the “Warrants”), exercisable immediately at an exercise price of $3.50 with an expiration date of September 24, 2023. The note proceeds of $300,000 were allocated between the fair value of the promissory note ($300,000) and the Warrants ($86,750), resulting in a debt discount of $67,292. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. The number of Warrants and exercise price are adjustable from time to time pursuant to the terms and conditions of the Warrant, currently 264,084 Warrants at an exercise price of $0.568 at the date of the financial statements.
NOTE 6 – NOTES PAYABLE
Notes payable consisted of the following:
| June 30, 2023 |
| December 31, 2022 | |
Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured |
| $10,000 |
| $10,000 |
Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019 (in default), unsecured |
| 30,000 |
| 30,000 |
Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021 (in default), unsecured |
| 5,000 |
| 5,000 |
Note payable to an unrelated individual, interest at 10% per annum, issued January 20, 2021 due January 20, 2022 (in default), unsecured |
| 10,000 |
| 10,000 |
Note payable to an unrelated individual, interest at 8% per annum, issued March 18, 2022 due March 18, 2023 (in default), unsecured |
| 10,000 |
| 10,000 |
Note payable to an unrelated entity, interest at 8% per annum, issued April 20, 2022 due April 20, 2023 (in default), unsecured |
| 10,000 |
| 10,000 |
Note payable to an unrelated entity, interest at 10% per annum, issued April 18, 2023 due April 18, 2024, unsecured |
| 8,000 |
| - |
|
|
|
|
|
Total Notes Payable |
| 83,000 |
| 75,000 |
Less: Current Portion |
| (83,000) |
| (75,000) |
Long-Term Notes Payable |
| $- |
| $- |
Accrued interest and interest expense for these Notes as of and for the six months ended June 30, 2023 totaled $26,870 and $4,127, respectively. Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2022 totaled $22,743 and $7,590, respectively.
7
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
June 30, 2023
(Unaudited)
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Promissory Note Default
On April 25, 2019, the Company received a demand letter from the legal counsel representing the third-party investor holding Note (A) from Note 5 that stated, among other things, that the Company has defaulted on Note (A). The demand letter further stated that as a result of such breaches and the default remedy provisions of Note (A) set forth therein, as of April 25, 2019, the Company, owed the noteholder at least $490,767, comprised of outstanding principal of $300,000, accrued interest of $12,178, and liquidated damages of $178,589.
We have communicated with the noteholder regarding these matters and are under advisement from our legal counsel that, although we have defaulted on Note (A) and as such are accruing the default interest of 24% as stated within Note (A), we are not otherwise in breach of Note (A). We are unable to predict whether we will be able to enter into a workable resolution with the noteholder. If not, the noteholder could commence collection action against the Company and seek to foreclose on our assets and seek other remedies. We and our legal counsel believe the likelihood of this action is remote, and therefore have not accrued for any potential damages at June 30, 2023 and December 31, 2022.
NOTE 8 – EQUITY TRANSACTIONS
Common Stock
The Company has authorized 140,000,000 shares of common stock with a par value of $0.001. There were no common stock transactions during the six months ended June 30, 2023 or 2022, resulting in 7,361,005 common shares issued and outstanding at June 30, 2023 and December 31, 2022.
Preferred Stock
The Company has authorized 20,000,000 shares of Preferred Stock. On May 20, 2022, the Company designated 1,000,000 shares of Series A Preferred Stock (“Series A”) with par value of $0.001. Each share of Series A participates in liquidation equal to common stock, is convertible into common stock at the option of the holder on a ten-for-one basis and carries no common votes unless and until converted to common stock at which time the converted shares are entitled to vote on any matter submitted to common stockholders. The Series A shares are not entitled to dividends unless and until converted to common stock at which time they would have dividend rights as common stock holders.
On August 24, 2022, the Company issued 450,000 shares of its Series A Preferred Stock for services rendered to the Company. The shares were valued at $20,520. This amount is included in professional fees on the Statement of Operations for the year ended December 31, 2022. The Company had 450,000 shares of Series A Preferred issued and outstanding at June 30, 2023 and December 31, 2022.
The Company has also designated 50,000 shares as Series D Preferred Stock (“Series D”) with par value of $0.001. Each share of Series D participates in dividends and liquidation equal to common stock, is convertible into common stock at the option of the holder on a one-for-one basis and carries 10,000 common votes on any matter submitted to common stockholder vote. The Company had 5,000 shares of Series D issued and outstanding at June 30, 2023 and December 31, 2022.
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from June 30, 2023 through the date the financial statements were issued and concluded there were no items that required recognition or disclosure in its financial statements.
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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate," "believe," "plan," "expect," "future," "intend," and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.
General Financial Matters
Our auditor’s report on our financial statements for the year ended December 31, 2022 contained a going concern qualification expressing substantial doubt about our ability to continue as a going concern. Our liabilities significantly exceed our assets and we have yet to generate revenue from operations. Our primary creditor has claimed a default under the Promissory Note we issued to such creditor. For us to continue to achieve our business plan we need to raise significant additional capital of which there can be no assurance. An investment in the Company would create a significant risk of loss to an investor.
Overview
Spirits Time International, Inc. (the “Company”) was incorporated on October 18, 2005 under the laws of the State of Nevada. The Company was formed under the name of Sears Oil and Gas Corporation but effective October 22, 2018, our name was changed to Spirits Time International, Inc. to reflect our new business direction.
At the time the Company was organized, its principal business objective was to engage in the oil and gas business. The Company became a public reporting company by filing a Form S-1 Registration Statement with the SEC that was declared effective July 25, 2008. The Company’s business operations in the oil and gas business were not successful and its initial principals sold controlling interest in the Company. Prior to the Asset Acquisition (as defined below), we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of the Asset Acquisition, we ceased to be a “shell company” and intend to commence operations in the beverage industry (initially in the tequila beverage industry).
We have limited operating history, no revenue, and negative working capital.
On September 28, 2018, we completed and closed upon an Asset Acquisition Transaction (the “Acquisition”) and a Loan Transaction pursuant to which we intend to engage in the business of marketing tequila products under the brand name of Tequila Alebrijes. We acquired the Tequila Alebrijes brand name, trademark and certain other assets from Human Brands International, Inc., a Nevada corporation (“Human Brands”).
We intend to look for other beverage brand acquisition transactions in the future.
On April 14, 2023 the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with BioSculpture Technology, Inc. (“BioSculpture”) to, subject to a number of conditions, acquire 100% of the ownership of BioSculpture, as further described in the Company’s Form 8-K filed April 20, 2023. There will be many conditions to closing of the Merger Agreement, many of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing of the merger as set out in the Merger Agreement will occur.
Plan of Operations
Prior to the Asset Acquisition transaction, we were a shell company with no substantive operations. The purpose of the Company was to seek and investigate potential assets, properties or businesses to acquire while complying with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
We have developed a business plan to obtain rights to develop a portfolio of beverage (alcoholic and non-alcoholic) product brands and to distribute and market beverage products nationally and internationally. Our first brand is the “Tequila Alebrijes” brand of tequila. We obtained the trademark for this brand and the rights to market and distribute Tequila Alebrijes products. Currently, the “Tequila Alebrijes” brand of tequila is our only product brand.
9
We do not intend to produce beverage products but rather we intend to acquire brand and marketing rights for beverage products and thereafter commercialize our products either directly by selling to retailers and point of sale locations or through brand management agreements and/or distribution agreements with other companies involved in the beverage distribution business.
Acquisition of Assets
On September 13, 2018, we entered into an Asset Purchase Agreement to purchase inventory and intangible assets from Human Brands, as described above. As of the periods presented and date of this filing, we have no additional assets, other than a nominal amount of cash.
The Company’s Business Plan - General
Our current business plan is to engage in the business of acquiring rights to market non-alcoholic and alcoholic beverage brands. As described above, our first acquisition was the Tequila Alebrijes brand of tequila. Currently, that is our only product brand.
Demand for premium distilled spirits brands is driving growth and transforming the distilled spirits industry, driven by several key trends including an increasingly global market for alcoholic beverages, better and more well-defined channels of distribution, an international and domestic rise of cocktail culture, the growing popularity for distilled spirits, a greater desire among consumers wanting to know more about the history and production methods behind what they drink, an increase in the willingness of consumers to enjoy experimenting and trying new brands, categories and styles of alcoholic beverages, the identifiable industry trend showing increasing demand for a broader variety and new brands at the point of sale, and a higher level of appreciation of quality over quantity, with premium and above offerings gaining market share.
Amidst the background where industry leading producers are shifting more emphasis on premium brand offerings, an emerging wave of small craft distillers is capturing an increasing market share. As the craft boom continues, we anticipate that larger brands will increase their emphasis on craft qualities and will look to emerging brands gaining consumer support as acquisition candidates.
We intend, subject to adequate financing, to build a portfolio of beverage brands of non-alcoholic and alcoholic beverages. We anticipate that we may be able to use our securities to acquire interests in additional beverage brands and as incentive for brand managers and other product distributors.
Ultimate Business Goal
One of our ultimate business goals is to develop critical mass and a diverse portfolio of distilled spirits and non-alcoholic brands to make us an attractive acquisition target or an attractive partner for other companies in the beverage industry.
To achieve this goal, we plan on developing diverse channels of distribution by building relationships with strong regional and local distributors. To support our distributors, we plan to work with brand managers to create marketing, support consumer awareness, and to develop demand at the retail level in liquor stores and bars.
Our planned operating strategy
Our business strategy relates to our Tequila Alebrijes product and potentially other distilled spirits brands and non-alcoholic brands. We have developed a strategy to commence and build operations in the premium spirits industry. Our strategy is as follows:
(1)Building Our Branded Product Portfolio. We plan to build a portfolio of distilled spirit and non-alcoholic brands through distribution agreements, acquisitions of distributors and brands, and potentially the development of our own proprietary brands. We intend to attempt to add products in high-demand and in high-growth categories. Our first brand acquisition, as described throughout this Form 10-Q, is the acquisition of the Tequila Alebrijes brand.
(2)Qualify for Our Own Licenses and Permits. Initially we are relying on brand management agreements with companies that already have distribution channels and have import and export licenses and permits. In addition, we will be contracting with US domestic distributors that have permits and licenses in a large number of key states for spirits sales. In addition, our brand management companies will have the logistical capability to store, ship and comply with all state and federal regulations and accounting requirements. The brand managers will also be responsible for collecting and reporting on all taxes, customs compliance and shipping regulations.
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(3)Build Distribution. If, in the future, we obtain required permits, we intend to focus on building additional distribution for Tequila Alebrijes and other brands in the U.S. and Asia, the largest beverage market and the fastest growing beverage market, respectively.
(4)Marketing. We plan to bring the enjoyment of the Tequila Alebrijes experience to the customer. Key to scaling our business activities is our commitment to, and investment in innovative and effective sales and marketing campaigns, and supporting demand generated from those campaigns with sufficient inventory. Consumers want an experience and our marketing strategy is built around that.
We anticipate that in order to achieve our marketing strategy for our Tequila Alebrijes brand and acquire and market other brands, we will be required to obtain significant capital from equity and debt sources. There can be no assurance that we will be able to obtain adequate additional capital as we need it or even if it is available, that it will be on terms and conditions that are acceptable and commercially reasonable. We anticipate that we will issue shares of our capital stock to raise additional capital, to attract third party distribution networks, attempt to acquire interests in other brands and for employee compensation.
Results of Operations
We have yet to generate any revenue from the acquisition of the tequila related assets and there can be no assurance we will be able to generate meaningful revenues in the near future. We anticipate that we must raise additional capital to develop a meaningful marketing program for our products and there can be no assurance that we will be able to raise adequate capital to market our products and develop active business operations.
Three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022
For the three and six months ended June 30, 2023 and 2022, the Company had no revenue. For the three months ended June 30, 2023, the Company incurred $19,261 of professional fees compared to $18,972 for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company incurred $37,787 of professional fees compared to $29,870 for the six months ended June 30, 2022. Such expenses consist primarily of legal and accounting fees, as well as annual fees required to maintain the Company’s corporate status. The increase is mainly the result of professional fees associated with the Merger Agreement described in the overview above and increased professional fees related to the Company maintaining its status and filings with the Securities and Exchange Commission. For the three months ended June 30, 2023, the Company incurred $4,182 of selling, general and administrative expenses compared to $2,230 for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company incurred $6,261 of selling, general and administrative expenses compared to $4,297 for the six months ended June 30, 2022. For the three months ended June 30, 2023, the Company incurred $30,453 of interest expense on all notes payable compared to $29,352 for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company incurred $59,999 of interest expense on all notes payable compared to $57,921 for the six months ended June 30, 2022.
As a result of the foregoing, the Company incurred a loss of $53,896 and $50,554, respectively, for the three months ended June 30, 2023 and 2022 and a loss of $104,047 and $92,088, respectively, for the six months ended June 30, 2023 and 2022.
Liquidity
As of June 30, 2023, the Company had $113 of cash and negative working capital of $1,365,461. This compares with cash of $707 and negative working capital of $1,261,414 as of December 31, 2022.
For the six months ended June 30, 2023, the Company used cash of $29,794 in operations consisting of the loss of $104,047 and a decrease in accounts payable – related party of $2,000 which was offset by changes in accounts payable and accrued interest of $58,380 and changes in accrued interest due to related parties of $17,873. This compares with $27,239 used in operations for the six months ended June 30, 2022 consisting of the loss of $92,088 and a decrease in accounts payable – related party of $2,000 which was offset by changes in accounts payable and accrued interest of $59,486 and changes in accrued interest due to related parties of $7,363.
There were no investing activities during the six months ended June 30, 2023 and 2022.
For the six months ended June 30, 2023, financing activities provided $29,200 which consisted of proceeds from notes payable of $8,000 and proceeds from loans payable to related parties of $21,200. For the six months ended June 30, 2022, financing activities provided $27,350 which consisted of proceeds from notes payable of $20,000 and proceeds from loans payable to related parties of $7,350.
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As a result of the foregoing, there was a decrease in cash of $594 for the six months ended June 30, 2023 from the cash on hand as of December 31, 2022.
From the date of inception (October 18, 2005) to June 30, 2023, the Company has accumulated a deficit of $2,060,397, most of which were expenses relating to the initial development of the Company and maintaining reporting company status with the SEC. In order to survive as a going concern, the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.
Our ability to continue as a going concern in the next 12 months depends on our ability to obtain sources of capital to fund our continuing operations and to fund our operations in the beverage industry. As of June 30, 2023, our remaining cash balance is not sufficient to cover our current liabilities, obligations and working capital needs for the balance of 2023. We will continue to rely on loans from management and/or affiliated shareholders or we may raise additional capital through an interim financing to meet our general cash flow requirements until such time as we are able to complete the acquisition of an operating company.
In September 2018, we obtained funds from the issuance of a Secured Promissory Note that is described above. Our net proceeds from that transaction have been used to repay outstanding debt, to fund the professional fees in connection with such transaction and the Asset Acquisition Transaction, for use in our beverage operations and for working capital. We anticipate that we will attempt to raise additional capital from the sale of our securities during the next two quarters to fund or operations. There are no assurances, however, that we will be able raise the necessary additional capital to fund our operations in the beverage industry.
As described in Part II Item 3, the lender under the Secured Promissory Note has notified us of a claimed default under the Note. The Note is secured by all of the assets of the Company. We currently do not have cash available to repay the Note and there is no assurance that we will ever have liquid assets necessary to repay the Note.
Employees
As of the date of this report, we have no employees. Subject to adequate financing and business needs we will retain employees, third party consultants, agents and other service providers on an as needed basis.
Off-Balance Sheet Arrangements
The Company did not have any off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is
12
recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the chief executive officer and chief financial officer concluded that the disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. The Company’s chief executive officer and chief financial officer also concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is currently not a party to any pending legal proceedings. As described in Part II, Item 3 of this Form 10-Q, we have been notified that Auctus Fund, LLC has claimed a default under the Promissory Note we issued to Auctus in September 2018. Although we are attempting to resolve this issue with Auctus, there can be no assurance that Auctus will not commence a legal proceeding in connection with such claimed default.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
Item 1A. Risk Factors
This item is not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
On September 24, 2018, the Company entered into a Securities Purchase Agreement (the "Auctus Securities Purchase Agreement") under which it issued a Senior Secured Convertible Promissory note in an aggregate principal amount of $300,000 (the "Auctus Note") to Auctus Fund, LLC ("Auctus"). The principal amount of the Auctus Note accrues interest at the rate of 10% per annum. The Auctus Note calls for default interest at the rate of 24% per annum. The maturity date of the Auctus Note was September 24, 2019. The Auctus Note is secured by all of the assets of the Company. Auctus has the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Auctus Note into shares of the Company's common stock at the Auctus Conversion Price. The Auctus Conversion Price, subject to the adjustments described in the Auctus Note, shall equal the lesser of:
(i) 50% multiplied by the lowest Trading Price (as defined in the Auctus Note) (representing a discount rate of 50%) during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day (as defined in the Auctus Note) prior to the date of the Note, and
(ii) the Variable Conversion Price (as defined in the Auctus Note herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined in the Auctus Note) (representing a discount rate of 50%).
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The Note provides that the conversion price may be adjusted downward upon the occurrence of certain events or the failure of certain events to occur.
The Auctus Note contains provisions relating to events and actions that, if to occur or not occur, would result in an Event of Default under the Auctus Note. One Event of Default is as follows:
The Company fails to (i) file a registration statement covering the Auctus (or a successor holder’s) (“Holder”) resale of all of the shares underlying the Auctus Note (the “Registration Statement”) within ninety (90) days following the Issue Date (as defined in the Auctus Note), (ii) cause the Registration Statement to become effective within one hundred ninety (190) days following the Issue Date, (iii) cause the Registration Statement to remain effective until the Note is satisfied in full, (iv) comply with the Registration Rights Agreement between the Company and Holder entered into in connection with the issuance of this Note, or (v) immediately amend the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become immediately effective) if there are no longer sufficient shares registered under the initial Registration Statement for the Holder’s resale of all of the shares underlying the Note.
Under the Auctus loan documents, the registration statement for the shares underlying the Auctus Note was required to be filed by the Company on or about December 23, 2018. The Company did not file the required registration statement on that date. Subsequent to December 23, 2018, the Company had communication with Auctus in connection with a potential agreed upon delay in the filing of the registration statement, but no written agreement relating to a waiver or forbearance was entered into by the Company and Auctus.
Notification of Default
On April 25, 2019, the Company received a demand letter from Auctus’s legal counsel that stated, among other things, that the Company has defaulted on the Auctus Note pursuant to:
•Sections 2.8 (Non-circumvention);
•3.1 (Failure to pay Principal or interest - acceleration);
•3.4 (Breach of Agreements and Covenants – Sections 2.8 of the Note – (Non-circumvention); and
•3.5 (Breach of Representations and Warranties – Section 3(g) (SEC Documents; Financial Statements) of that certain Securities Purchase Agreement (the “SPA”) by and between the Company and Auctus dated September 24, 2018; and 3.25 (Failure to Register) (this is not an exhaustive delineation of potential breaches).
The demand letter further stated that as a result of such breaches and the default remedy provisions of the Note set forth therein at pages 20 and 21 thereof, as of April 25, 2019, the Company, owed Auctus at least $490,767 calculated as follows:
Outstanding principal of $300,000 + accrued interest of $12,178 + $15,000 liquidated damages relating back to the Auctus Note issuance date for breach of Section 3.1 + 50% liquidated damages of $163,589 for default under Sections other than Section 3.2.
Uncertainty of Outcome. We have communicated with Auctus regarding the matters described in this Item 3 but are unable to predict whether we will be able to enter into a workable resolution with Auctus. If not, Auctus could commence collection action against the Company and seek to foreclose on our assets and seek other remedies.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits for this Form 10-Q, and are incorporated herein by this reference.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 10, 2023 | Spirits Time International, Inc. |
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| By: /s/ Mark A. Scharmann |
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| Mark A. Scharmann, President, Chief Executive Officer, |
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| Principal Financial and Accounting Officer |
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Exhibit No. |
| Description |
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31.1 |
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32.1 |
| |
101. INS |
| XBRL Instance Document† |
101. PRE |
| XBRL Taxonomy Extension Presentation Linkbase† |
101. LAB |
| XBRL Taxonomy Extension Label Linkbase† |
101. DEF |
| XBRL Taxonomy Extension Label Linkbase† |
101. CAL |
| XBRL Taxonomy Extension Label Linkbase† |
101. SCH |
| XBRL Taxonomy Extension Schema† |
*
Incorporated by reference from previous filings of the Company.
†
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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