UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
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 incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1661 Lakeview Circle
Ogden, Utah 84403
(Address of principal executive offices, including zip code)
(801) 399-3632
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes ☐ No ☒.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒.
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 ☒ 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. ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 | ☒ | Smaller Reporting Company | ☒ |
|
| Emerging growth company | ☐ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the outstanding shares of the registrant's common stock held by non-affiliates was $2,694,112, based upon a closing price of $2.30 per common share.
As of February 12, 2026, the Registrant had outstanding 7,498,305 shares of Common Stock with a par value of $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2024).
None.
INDEX
SPIRITS TIME INTERNATIONAL, INC.
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PART I.
Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2024. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors identified elsewhere in this document. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Spirits Time,” "we," "our," “SRSG,” and "us" refer to Spirits Time International, Inc.
Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by SRSG with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov.
ITEM 1 BUSINESS.
Background of Spirits Time
Spirits Time International, Inc. 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.
We have limited operating history, no revenue, and negative working capital.
The Company files reports with the Securities and Exchange Commission under Section 15(d) of the Securities Exchange act of 1934, as amended (the “Exchange Act”). We do not currently file reports under Section 12(b) or 12(g) of the Exchange Act.
Asset Acquisition
On September 28, 2018, we completed and closed upon an asset acquisition (the “Asset Acquisition Transaction”) and a loan transaction pursuant to which we intended 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 also closed on a loan transaction whereby we borrowed $300,000 from Auctus Fund, LLC which is described below (See Notes to the Financial Statements).
The Assets acquired were certain “Tequila Alebrijes Products and Property Rights.” We did not acquire an ownership interest in or any ongoing operation of Human Brands. We did not merge with or acquire an equity interest in Human Brands. We made no changes in our officers or directors as a result of the Asset Acquisition Transaction. We did not hire any employee of Human Brands. The transaction was essentially the acquisition of certain rights to distribute, rights to use a brand and a limited amount of inventory. Human Brands was involved in the marketing of other beverage products and brands in which we had no ownership or other interest.
We issued 3,500,000 shares of our common stock to Human Brands and paid Human Brands $50,000 for the brand name, trademark and other acquired assets. We did not acquire an ownership interest in or any ongoing operation of Human Brands. No officer, director or employee of Human Brands became an officer, director or employee of the Company.
The Company’s business operations in the business of marketing tequila products were not successful.
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Name Change
Effective October 22, 2018, we changed our name from Sears Oil and Gas Corporation to Spirits Time International, Inc. Copies of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws were filed as exhibits to a Form 8-K filed October 31, 2018 and can be obtained on the SEC EDGAR Website. Our new CUSIP number is 84861Y107.
Agreement and Plan of Merger
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 were many conditions to closing of the Merger Agreement, many of which were outside of the parties’ control. The Merger Agreement with BioSculpture has expired. The Company now seeks another company with which to merge or acquire for stock.
Description of Business
The Company intends to continue to seek, investigate and, if warranted, acquire an interest in a business opportunity. Management has not established any firm criteria with respect to the type of business with which the Company desires to become involved and will consider participating in a business enterprise in a variety of different industries or areas with no limitation as to the geographical location of the enterprise. The Company’s management will have unrestricted discretion in reviewing, analyzing, and ultimately selecting a business enterprise for acquisition or participation by the Company. It is anticipated that any enterprise ultimately selected will be selected by management based on its analysis and evaluation of the business and financial condition of the enterprise, as well as its business plan, potential for growth, and other factors, none of which can be anticipated to be controlling. If the Company is able to locate a suitable business enterprise, the decision to acquire or participate in the enterprise may be made by the Company’s board of directors without stockholder approval. Approval may also be obtained pursuant to the consent of a majority of the Company’s stockholders. Further, it is anticipated that the acquisition of or participation in an enterprise may involve the issuance by the Company of a controlling interest in the Company which would dilute the respective equity interests of the Company’s stockholders and may also result in a reduction of the Company’s net tangible asset value per share.
The activities of the Company will continue to be subject to several significant risks which arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of the Company’s stockholders. The risks faced by the Company are further increased as a result of its limited resources and its inability to provide a prospective business opportunity with additional capital.
Although management believes that it is in the best interest of the Company to acquire or participate in a business enterprise, there is no assurance that the Company will be able to locate a business enterprise which management believes is suitable for acquisition or participation by the Company or that if an enterprise is located, it can be acquired on terms acceptable to the Company. Similarly, there can be no assurance that if any business opportunity is acquired, it will perform in accordance with management’s expectations or result in any profit to the Company or appreciation in the market price for the Company’s shares.
If business opportunities become available, the selection of an opportunity in which to participate will be complex and extremely risky and may be made on management’s analysis of the quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and numerous other factors which are difficult, if not impossible to analyze through the application of any objective criteria. There is no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders.
It is anticipated that business opportunities may be introduced to the Company from a variety of sources, including its officers and directors, and his business and social contacts, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the franchise community, and others who may present unsolicited proposals.
The Company will not restrict its search to any particular business, industry, or geographical location. The Company may enter into a business or opportunity involving a “start-up” or new company or an established business. It is impossible to predict the status of any business in which the Company may become engaged.
The period within which the Company may participate in a business opportunity cannot be predicted and will depend on circumstances beyond the Company’s control, including the availability of business opportunities, the time required for the Company to complete its investigation and analysis of prospective business opportunities, the time required to prepare the appropriate documents and agreements providing for the Company’s participation, and other circumstances.
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It is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed, and, on the basis of that review, the legal structure or method deemed by management to be most suitable will be selected. The structure may include, but is not limited to, mergers, reorganizations, leases, purchase and sale agreements, licenses, joint ventures, and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization. Implementing the structure may require the merger, consolidation, or reorganization of the Company with other corporations or forms of business organization, and there is no assurance that the Company would be the surviving entity. In addition, the current stockholders of the Company may not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of the transaction, all or a majority of the Company’s directors may resign, and new directors may be appointed without any vote by the stockholders.
The Company will most likely acquire a business opportunity by issuing shares of the Company’s common stock to the owners of the business opportunity. Although the terms of the transaction cannot be predicted, in many instances the business opportunity entity will require that the transaction by which the Company acquires its participation be “tax-free” under Sections 351 or 368 of the Internal Revenue Code of 1986 (the “Code”). It is anticipated that any business opportunity acquisition will result in substantial additional dilution to the equity of those who were stockholders of the Company prior to the acquisition.
Notwithstanding the fact that the Company is technically the acquiring entity in the foregoing circumstances, generally accepted accounting principles will ordinarily require that the transaction be accounted for as if the Company had been acquired by the other entity owning the business venture or opportunity and, therefore, will not permit a write up in the carrying value of the assets of the other company.
It is anticipated that securities issued in a transaction of this type would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated or under certain conditions or at specified times thereafter. The issuance of a substantial number of additional securities and their potential sale into any trading market which may develop in the Company’s common stock may have a depressive effect on the market price for the Company’s common stock.
The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of the agreement cannot be predicted, generally the agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to the closing, set forth remedies on default, and include miscellaneous other terms.
It is emphasized that management of the Company has broad discretion in determining the manner by which the Company will participate in a prospective business opportunity and may enter into transactions having a potentially adverse impact on the current stockholders in that their percentage ownership in the Company may be reduced without any increase in the value of their investment or that the business opportunity in which the Company acquires an interest may ultimately prove to be unprofitable. The transaction may be consummated without being submitted to the stockholders of the Company for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by the board of directors to seek the stockholders’ advice or consent or because of a requirement to do so by state law.
The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments may require substantial management time and attention and substantial costs for accountants, attorneys, and others. If a decision is made not to participate in a specific business opportunity, the costs previously incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
The Company’s operations following its acquisition of an interest in a business opportunity will be dependent on the nature of the opportunity and interest acquired. The specific risks of a given business opportunity cannot be predicted at the present time.
The Company is not registered and does not propose to register as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”). The Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Act and, therefore, to avoid application of the registration and other provisions of the Investment Company Act and the related regulations.
Regulation
It is impossible to predict what government regulation the Company may be subject to until it has acquired an interest in a business opportunity. The use of assets and/or conduct of businesses which the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business opportunity to acquire, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.
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Competition
The Company encounters substantial competition in its efforts to locate a business opportunity. The primary competition for desirable investments comes from investment bankers, business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small business investment companies, other shell companies, and wealthy individuals. Most of these entities have significantly greater experience, resources, and managerial capabilities than the Company and are in a better position than the Company to obtain access to attractive business opportunities.
Facilities
The Company’s principal executive office is currently located at the home of Mark A. Scharmann, our sole officer and director. Beginning August 2017, the Company entered into an oral agreement to pay Mr. Scharmann $500 per month as payment for use of his personal residence as the Company’s office and mailing address.
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.
ITEM 1A RISK FACTORS.
Not Applicable. The Company is a “smaller reporting company.”
ITEM 1B UNRESOLVED STAFF COMMENTS.
Not Applicable. The Company is a “smaller reporting company.”
ITEM 1C CYBERSECURITY.
Given the size of our company and the nature of our operations, we do not believe that we face significant cybersecurity risk.
We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We utilize standard commercial software for business operations, which includes basic security features such as password protection and data encryption. Our management is generally responsible for assessing and managing any cybersecurity threats.
To date, we have not experienced any material cybersecurity incidents, and there has been no known unauthorized access to our systems. Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for further actions, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or actions that the Board of Directors deems appropriate to take.
ITEM 2 PROPERTIES.
We do not own any property. The principal offices are located at 1661 Lakeview Circle, Ogden, Utah 84403
ITEM 3 LEGAL PROCEEDINGS.
The Company is currently not a party to any pending legal proceedings.
ITEM 4 MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company’s common stock is included on the OTC Pink Marketplace under the symbol “SRSG.” On February 5, 2026, the published closing price was $0.0002 for the Company’s common stock on the OTC Pink Marketplace.
At December 31, 2024, there were 41 holders of record of the Company’s common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.
The following represents trading ranges per quarter.
No dividends have ever been paid on the Company’s securities, and the Company has no current plans to pay dividends in the foreseeable future.
Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Transfer Agent
Colonial Stock Transfer Co., Inc., 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, telephone (801) 355-5740, serves as the transfer agent and registrar for our stock.
Recent Sales of Unregistered Securities
On October 5, 2023, the Company issued 137,300 shares of its common stock for the conversion of accrued interest and conversion fees totaling $24,371.
On April 17, 2024, the Company issued 200,000 shares of its Series A Preferred Stock for services rendered to the Company totaling $534,600.
Issuer Purchases of Equity Securities
We have not adopted a stock repurchase plan and we did not purchase any shares of our equity securities during the 2024 fiscal year.
ITEM 6 [RESERVED]
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of Spirits Time International, Inc. for the years ended December 31, 2024 and 2023.
The Report of Independent Registered Public Accounting Firm on the Company’s 2024 audited financial statements addresses an uncertainty about the Company’s ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations. The report further indicates that these factors raise substantial doubt about the Company’s ability to continue as a going concern. At December 31, 2024, the Company had a working capital deficit of $1,351,289 and a stockholders’ deficit of $1,351,289. The Company incurred net losses of $451,328 and $472,518 for its fiscal years ended December 31, 2024 and 2023, respectively. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.
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Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we not identified any critical accounting estimates. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 – Significant Accounting Policies of the accompanying financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
Liquidity and Capital Resources. As of December 31, 2024, we had cash of $2,377 and a negative working capital of $1,351,289. This compares with cash of $493 and a negative working capital of $1,434,561 as of December 31, 2023.
Net cash used by operating activities totaled $65,671 for the year-ended December 31, 2024 consisting of a loss from operations of $451,328, changes in accounts payable and accrued interest of $172,680 and a decrease in accounts payable – related party of $4,000 which was offset by non-cash stock based compensation of $534,600 and a change in accrued interest – related parties of $27,737. This compares with net cash used by operating activities totaling $46,514 for the year-ended December 31, 2023 consisting of a loss from operations of $472,518 and a decrease in accounts payable – related party of $1,000 which was offset by loss on impairment of intangible asset of $275,000, changes in accounts payable and accrued interest of$114,869, and a change in accrued interest – related parties of $37,135.
There were no investing activities for the years ended December 31, 2024 and 2023.
Net cash provided by financing activities totaled $67,555 for the year-ended December 31, 2024 consisting of proceeds from loans payable - related parties of $42,555 and proceeds from notes payable of $25,000. This compares with net cash provided by financing activities totaling $46,300 for the year-ended December 31, 2023 consisting of proceeds from loans payable - related parties of $36,300 and proceeds from notes payable of $10,000.
As described in Notes to the Financial Statements, the Company and the lender under the Secured Promissory Note have executed an amendment to the Note.
We must secure additional funds in order to continue our business. There is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.
Results of Operations. We did not have revenue for either the year-ended December 31, 2024 or 2023. For the year-ended December 31, 2024, we incurred professional fees of $608,007. For the year-ended December 31, 2023, we incurred professional fees of $63,136. For the year-ended December 31, 2024, we incurred $11,325 of administrative expenses compared to $11,994 for the year-ended December 31, 2023. For the year-ended December 31, 2024 we incurred interest expense of $122,478 and recorded accrued interest cancellation of $290,482. For the year-ended December 31, 2023 we recorded an impairment loss on intangible asset of $275,000 and we incurred interest expense of $122,388.
As a result of the foregoing, we incurred a loss of $451,328 for the year-ended December 31, 2024 compared to a loss of $472,518 for the year-ended December 31, 2023. Since incorporation we have accumulated a deficit of $2,880,196.
Off-Balance Sheet Arrangements. None
Contractual Obligations. None
Recent Accounting Pronouncements
We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2024 and 2023.
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ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable. The Company is a “smaller reporting company.”
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements appear beginning on page F-1, immediately following the signature page of this report.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, with the participation of our Chief Executive Officer/Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this evaluation, our management used the COSO framework (2013), an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management, with the participation of our Chief Executive Officer/Chief Financial Officer concluded that as of December 31, 2024, the Company’s internal control over financial reporting was not effective.
In conducting its evaluation, our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties or provide oversight by a board of directors. The Chief Executive Officer/Chief Financial Officer believes the weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations, a limited number of transactions each year, and the preparation of quarterly financial statements by an independent accounting firm. As such, our Chief Executive Officer/Chief Financial Officer does not believe the weakness has a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report or that the weakness constitutes a material weakness such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or deterred on a timely basis.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2024 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
ITEM 9B OTHER INFORMATION.
NONE
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PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table indicates the name, age, and position held by each of our officers and directors.
Name |
| Age |
|
| Positions Held |
Mark Scharmann |
| 66 |
|
| President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director |
Doug Morris |
| 69 |
|
| Vice President of Corporate Development, Director |
Thomas Garrison |
| 67 |
|
| Director |
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Certain biographical information with respect to the Company’s officers and directors is set forth below.
Mark A. Scharmann – For the past several years Mr. Scharmann has been a private investor in residential real estate and private and public companies. Mr. Scharmann became interested in investing in emerging growth companies in December 1979 while attending Weber State College. He compiled and edited a publication titled Digest of Stocks Listed on the Intermountain Stock Exchange (Library of Congress Cat. No. 80-82407). In 1981, he compiled and edited an industry directory called the OTC Penny Stock Digest (Library of Congress Cat. No. 80-82471). For the past several years Mr. Scharmann has also consulted with both public and privately held companies relating to management, mergers and acquisitions, debt and equity financing, capital market access, and introductions to investor relations groups. In addition to being an officer and director of the Company, Mr. Scharmann is an officer and director of Bioethics, LTD., a shell company listed on the OTC Markets under the symbol (“BOTH”). He is an officer of Roycemore Corporation, a private firm specializing in the development and acquisition of self-storage facilities. Mr. Scharmann is a co-founder of wffl.com and wasatchbasketballleague.com, both youth sports information web sites. He graduated from Weber State University, Ogden, UT in 1997 with a Bachelors of Integrated Studies Degree in Business, Psychology and Health Education.
Doug Morris – Mr. Morris is a seasoned entrepreneur, investor, and corporate executive with over 40 years of experience in mergers and acquisitions, specializing in emerging growth companies. Since 2007, he has served as a co-founder, officer, and director of Bio-Path Holdings, Inc. (OTC Market: BPTH) a publicly traded, oncology-focused biotechnology company. Bio-Path leverages its proprietary DNAbilize® platform technology to deliver DNA therapeutics directly into the inner cell and is currently conducting multi-faceted human clinical trials utilizing this innovative approach.
In addition to his role at Bio-Path, Mr. Morris serves as an officer and director of two publicly traded companies seeking business merger combinations: Spirits Time International, Inc. (OTC Market: SRSG) and Bioethics, LTD. (OTC Market: BOTH).
Previously, from 2013 to 2016, he was a co-founder, managing member, and Secretary of nCAP Holdings, LLC, a privately held technology-based company. From 1993 to 2010, he was the co-founder, Chairman of the Board, and President of Celtic Investment, Inc., the parent company of Celtic Bank, an FDIC-insured financial institution. Celtic Bank grew from a de novo institution into a nationwide lender specializing in SBA loans, becoming a leader in transactional loan volume across all 50 states.
Mr. Morris also played a pivotal role in the global trade data industry. In 2003, he led the acquisition of Customs Info, LLC from KPMG, later co-founding Global Data Mining. Over the next decade, both companies became one of the world’s largest global trade data platforms. In 2014, they were acquired by Descartes Information Systems, providing investors with a significant return on investment.
Beyond his corporate leadership, Mr. Morris has been actively involved in business consulting. From 1990 to 2018, he operated Hyacinth Resources, LLC, a strategic consulting firm, and continues to serve as a managing member of Sycamore Ventures, LLC, a privately held consulting company.
| 10 |
| Table of Contents |
Mr. Morris holds a Bachelor of Arts from Brigham Young University and pursued graduate studies in Public Administration at the University of Southern California.
Thomas Garrison – Dr. Garrison graduated from the Uniformed Services University of the Health Sciences with his MD degree in 1982 after which he completed a residency in Emergency Medicine. As a flight surgeon in the USAF he participated in the F-16 medical operations and served as consultant to the USAF Command Surgeon General.
He received residency training in Emergency Medicine and served in this capacity to complete his military service. Dr. Garrison then practiced Emergency Medicine for another 20 years mostly in Ogden, UT within the Intermountain Health Care (IHC) system. He served as department chair for 5 years, served on the Executive Committee and was the founding director of the IHC Emergency Medicine Clinical Programs.
Dr. Garrison entered the aesthetics market in 1998 when he founded Laser Aesthetics, LLC which provided laser hair removal services. He later consulted for Advanced Laser Clinics, LLC and American Laser Centers, LLC.
Dr. Garrison founded Aesthetic Physicians, PC (APPC) in 2008, which is the medical practice of Sono Bello. Sono Bello offers awake laser assisted body sculpting (primarily liposuction) with some 70 centers nationwide.
As an entrepreneur Dr. Garrison was a founder and initial Board member of Bio-Path Holdings, Inc., a biotech company affiliated with the MD Anderson Cancer Center in Houston, TX. He is a major shareholder in CAPPA which provides dietary and health education services primarily to state departments of health. Dr. Garrison is an active investor in several other companies, mostly medically related.
Spirits Time International, Inc.’s Officers and Directors have not been involved, during the past five years, in any bankruptcy, conviction or criminal proceedings; have not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; and have not been found by a court of competent jurisdiction, the Commission or the Commodity Futures trading Commission to have violated a federal or state securities or commodities law.
Significant Employees. We do not employ any non-officers who are expected to make a significant contribution to its business.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee. We have not established an Audit Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.
Code of Ethics. We have adopted a Code of Ethics for our principal executive and financial officers. Our Code of Ethics is filed as an Exhibit to our registration statement filed on May 30, 2008.
ITEM 11 EXECUTIVE COMPENSATION.
Summary Compensation Table
|
| Annual Compensation |
|
|
|
| Long-Term Compensation |
|
|
|
|
| ||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus |
|
| Other Annual Compensation ($) |
|
| Restricted Stock Awards ($) |
|
| Securities Underlying Options (#) |
|
| LTIP Payouts ($) |
|
| All Other Compensation ($) |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Mark A. Scharmann |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Officer and Director |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Doug Morris |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Officer and Director |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Thomas Garrison |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Director |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
There has been no cash payment paid to the executive officers for services rendered in all capacities to us for the periods ended December 31, 2024 and 2023. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal periods ended December 31, 2024 and 2023. No compensation is anticipated within the next six months to any officer or director of the Company.
| 11 |
| Table of Contents |
Stock Option Grants
The Company has not granted any stock options to the executive officers during the most recent fiscal period ended December 31, 2024.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides the name of each person or entity known to Spirits Time International, Inc. to own more than 5% of the outstanding common stock as of December 31, 2024, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly. On such date there were 7,498,305 shares of the Company’s common stock issued and outstanding.
Title Of Class |
| Name and Title of Beneficial Owner of Shares |
| Amount of Beneficial Ownership |
|
| % |
| ||
|
|
|
|
|
|
|
|
| ||
Common |
| Mark A. Scharmann, President and Director |
|
| 3,061,553 |
|
|
| 40.83 | % |
Common |
| Doug Morris, Vice President of Corporate Development and Director |
|
| -0- |
|
|
| -0- | % |
Common |
| Thomas Garrison, Director (1) |
|
| 61,553 |
|
|
| 0.82 | % |
Common |
| Human Brands International, Inc. |
|
| 3,203,846 |
|
|
| 42.73 | % |
|
| All Directors and Officers as a group |
|
| 3,123,106 |
|
|
| 41.65 | % |
(1) Includes 61,553 shares held by Garrison Capital, LLC
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the year ended December 31, 2024, related parties of the Company loaned a total of $42,555 to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. During the year ended December 31, 2024 interest in the amount of $14,000 was paid on these loans. The balance due to these related parties was $369,230 plus accrued interest of $192,555 as of December 31, 2024.
Beginning August 2017, the Company entered into an oral agreement to pay the Company’s President $500 per month as payment for use of his personal residence as the Company’s office and mailing address.
Our board of directors consists of three persons: Mark Scharmann, Doug Morris, and Thomas Garrison. Mark Scharmann and Doug Morris are not “independent” because they are officers of the Company.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the fiscal years ended December 31, 2024 and 2023, fees for services provided by our independent auditing firm, Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) were as follows:
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Auditor Fees |
| $ | 500 |
|
| $ | 12,000 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total |
| $ | 500 |
|
| $ | 12,000 |
|
On November 6, 2023, the Company dismissed Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah as its independent registered accounting firm and engaged L J Soldinger Associates, LLC, as its new independent registered accounting firm.
| 12 |
| Table of Contents |
During the fiscal years ended December 31, 2024 and 2023, fees for services provided by our independent auditing firm, L J Soldinger Associates, LLC were as follows:
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Auditor Fees |
| $ | 27,000 |
|
| $ | 3,000 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total |
| $ | 27,000 |
|
| $ | 3,000 |
|
“Auditor Fees” consisted of fees billed for services rendered for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s quarterly reports on Form 10-Q, and other services normally provided in connection with statutory and regulatory filings. “Audit-Related Fees” consisted of fees billed for due diligence procedures in connection with acquisitions and divestitures and consultation regarding financial accounting and reporting matters. “Tax Fees” consisted of fees billed for tax payment planning and tax preparation services. “All Other Fees” consisted of fees billed for services in connection with legal matters and technical accounting research.
The Company’s Board of Directors functions as its audit committee. It is the policy of the Company for all work performed by our principal accountant to be approved in advance by the Board of Directors. All of the services described above in this Item 14 were approved in advance by our Board of Directors.
| 13 |
| Table of Contents |
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | The following documents have been filed as a part of this Annual Report on Form 10-K. | |
1. | Financial Statements | ||
|
| Page | ||
Report of Independent Registered Public Accounting Firm L J Soldinger Associates, LLC (PCAOB ID 318) |
| F-1 | ||
| F-2 | |||
| F-3 | |||
| F-4 | |||
| F-5 | |||
| F-6-11 | |||
2. | Financial Statement Schedules. |
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
| 14 |
| Table of Contents |
3. | Exhibits. |
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
Exhibit Number |
| SEC Reference Number |
| Title of Document |
| Location | |||||||||||||||||||||
|
|
| Incorporated by Reference(1) | ||||||||||||||||||||||||
|
|
| Incorporated by Reference(1) | ||||||||||||||||||||||||
|
| Section 302 Certification of Chief Executive and Chief Financial Officer |
| This Filing | |||||||||||||||||||||||
|
| Section 1350 Certification of Chief Executive and Chief Financial Officer |
| This Filing | |||||||||||||||||||||||
101.INS(2) |
|
|
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| This Filing | |||||||||||||||||||||
101.SCH(2) |
|
|
| Inline XBRL Taxonomy Extension Schema |
| This Filing | |||||||||||||||||||||
101.CAL(2) |
|
|
| Inline XBRL Taxonomy Extension Calculation Linkbase |
| This Filing | |||||||||||||||||||||
101.DEF(2) |
|
|
| Inline XBRL Taxonomy Extension Definition Linkbase |
| This Filing | |||||||||||||||||||||
101.LAB(2) |
|
|
| Inline XBRL Taxonomy Extension Label Linkbase |
| This Filing | |||||||||||||||||||||
101.PRE(2) |
|
|
| Inline XBRL Taxonomy Extension Presentation Linkbase |
| This Filing | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Form 8-K report, filed October 31, 2018.
(2)XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
| 15 |
| Table of Contents |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
| SPIRITS TIME INTERNATIONAL, INC. |
| |
|
|
|
|
| By: | /s/ Mark A. Scharmann |
|
|
| Mark A. Scharmann |
|
|
| President |
|
|
| Chief Executive Officer, Director |
|
| By: | /s/ Mark A. Scharmann |
|
|
| Mark A. Scharmann |
|
|
| Chief Financial Officer |
|
|
| Treasurer, Secretary, |
|
|
|
|
|
|
| Date: February 12, 2026 |
|
| 16 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Spirits Time International, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Spirits Time International, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully explained in Note 4, the Company has incurred losses since inception and a net loss of $451,328 during the current year and an accumulated deficit of approximately $2,880,196 and has no ongoing operations. These facts raise substantial doubt as to the Company’s ability to continue as a going concern. Management’s plans are more fully described in Note 4 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/S/ L J Soldinger Associates, LLC
We have served as the Company’s auditor since 2023.
Deer Park, IL
February 12, 2026
| F-1 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Balance Sheets
The accompanying notes are an integral part of these audited financial statements.
| F-2 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Statements of Operations
|
| For the Years Ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
NET REVENUES |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
| 608,007 |
|
|
| 63,136 |
|
Selling, general and administrative |
|
| 11,325 |
|
|
| 11,994 |
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
| 619,332 |
|
|
| 75,130 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| (619,332 | ) |
|
| (75,130 | ) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss on intangible asset |
|
| - |
|
|
| (275,000 | ) |
Interest expense |
|
| (122,478 | ) |
|
| (122,388 | ) |
Cancellation of accrued interest expense |
|
| 290,482 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expenses) |
|
| 168,004 |
|
|
| (397,388 | ) |
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
| (451,328 | ) |
|
| (472,518 | ) |
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | (451,328 | ) |
| $ | (472,518 | ) |
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE - BASIC AND DILUTED |
| $ | (0.06 | ) |
| $ | (0.06 | ) |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF |
|
|
|
|
|
|
|
|
SHARES OUTSTANDING - BASIC AND DILUTED |
|
| 7,498,305 |
|
|
| 7,394,107 |
|
The accompanying notes are an integral part of these audited financial statements.
| F-3 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Statements of Stockholders' Deficit
For the Years ended December 31, 2024 and 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
| Total |
| ||||||||||||||||
|
| Preferred Stock A |
|
| Preferred Stock D |
|
| Common Stock |
|
| Paid-In |
|
| Accumulated |
|
| Stockholders' |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, December 31, 2022 |
|
| 450,000 |
|
| $ | 450 |
|
|
| 5,000 |
|
| $ | 5 |
|
|
| 7,361,005 |
|
| $ | 7,361 |
|
| $ | 962,120 |
|
| $ | (1,956,350 | ) |
| $ | (986,414 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for conversion of debt |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 137,300 |
|
|
| 137 |
|
|
| 24,234 |
|
|
| - |
|
|
|
24,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (472,518 | ) |
|
| (472,518 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
| 450,000 |
|
|
| 450 |
|
|
| 5,000 |
|
|
| 5 |
|
|
| 7,498,305 |
|
|
| 7,498 |
|
|
| 986,354 |
|
|
| (2,428,868 | ) |
|
| (1,434,561 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock issued for services |
|
| 200,000 |
|
|
| 200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 534,400 |
|
|
| - |
|
|
| 534,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (451,328 | ) |
|
| (451,328 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
| 650,000 |
|
| $ | 650 |
|
|
| 5,000 |
|
| $ | 5 |
|
|
| 7,498,305 |
|
| $ | 7,498 |
|
| $ | 1,520,754 |
|
| $ | (2,880,196 | ) |
| $ | (1,351,289 | ) |
The accompanying notes are an integral part of these audited financial statements.
| F-4 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Statements of Cash Flows
|
| For the Years Ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Net loss |
| $ | (451,328 | ) |
| $ | (472,518 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation |
|
| 534,600 |
|
|
| - |
|
Impairment loss on intangible asset |
|
|
|
|
|
| 275,000 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued interest |
|
| (172,680 | ) |
|
| 114,869 |
|
Accounts payable - related party |
|
| (4,000 | ) |
|
| (1,000 | ) |
Accrued interest - related parties |
|
| 27,737 |
|
|
| 37,135 |
|
|
|
|
|
|
|
|
|
|
Net Cash Used by Operating Activities |
|
| (65,671 | ) |
|
| (46,514 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable |
|
| 25,000 |
|
|
| 10,000 |
|
Proceeds from loans payable - related parties |
|
| 42,555 |
|
|
| 36,300 |
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities |
|
| 67,555 |
|
|
| 46,300 |
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
| 1,884 |
|
|
| (214 | ) |
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
| 493 |
|
|
| 707 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
| $ | 2,377 |
|
| $ | 493 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | 14,000 |
|
| $ | - |
|
Common stock issued for the conversion of debt |
| $ | - |
|
| $ | 24,371 |
|
Cash paid for income taxes |
| $ | - |
|
| $ | - |
|
The accompanying notes are an integral part of these audited financial statements.
| F-5 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
NOTE 1 - ORGANIZATION
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 (“SRSG”), but effective October 22, 2018, our name was changed to Spirits Time International, Inc. to reflect our new business direction. In addition to the change of the Company’s name, the Amended and Restated Articles of Incorporation were amended to: increase the number of shares of common stock authorized from 100,000,000 to 140,000,000; authorize a class of preferred stock consisting of 20,000,000 shares of $0.001 par value preferred stock issuable in such series and with such characteristics as determined appropriate by the Board of Directors.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding during the periods presented.
At December 31, 2024 the Company had no warrants outstanding, convertible debt outstanding that is convertible into 3,802,367 shares of common stock, and Series A Preferred Stock convertible into 6,500,000 shares of common stock. At December 31, 2023 the Company had no warrants outstanding, convertible debt outstanding that was convertible into 7,974,315 shares of common stock, and Series A Preferred Stock convertible into 4,500,000 shares of common stock. The common stock issuable from the warrants, convertible debt, and preferred stock was not included, as it would be anti-dilutive due to continuing losses.
|
|
|
| Weighted Average |
|
|
| |||||
Year Ended |
| Loss (Numerator) |
|
| Shares (Denominator) |
|
| Per Share Amount |
| |||
December 31, 2024 |
| $ | (451,328 | ) |
|
| 7,498,305 |
|
| $ | (0.06 | ) |
December 31, 2023 |
| $ | (472,518 | ) |
|
| 7,394,107 |
|
| $ | (0.06 | ) |
Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments - The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, inventory and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
Recently-Issued Pronouncements - We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2024 and 2023.
Long-lived Assets - The Company records long lived assets at cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Concentration of Risk - Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2024 and 2023, the Company has no cash in excess of insured limits.
| F-6 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
Revenue Recognition - The Company will determine its revenue recognition policy in accordance with ASC 606 “Revenue from Contracts with Customers” when it commences revenue-generating operations.
Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Intangibles - The Company accounts for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. As of December 31, 2023, the company did an impairment analysis of the value of the above brand which resulted in the carrying value of $275,000 being impaired at the end of the year. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. For the year ended December 31, 2023 we recorded an impairment loss of $275,000. As of December 31, 2024 and 2023, the Company had intangible assets of $0.
NOTE 3 - INCOME TAXES
Income Taxes - The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of December 31, 2024 and 2023:
|
| 2024 |
|
| 2023 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
NOL Carryover |
| $ | 488,000 |
|
| $ | 505,000 |
|
Valuation allowance |
|
| (488,000 | ) |
|
| (505,000 | ) |
Net deferred tax asset |
| $ | - |
|
| $ | - |
|
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the years ended December 31, 2024 and 2023 due to the following:
|
| 2024 |
|
| 2023 |
| ||
Current Federal Tax (21%) |
| $ | (17,000 | ) |
| $ | 99,000 |
|
Change in valuation allowance |
|
| 17,000 |
|
|
| (99,000 | ) |
At December 31, 2024, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
| F-7 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2024 through 2014.
NOTE 4 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The continuance of the Company as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.
The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
NOTE 5 –RELATED PARTY LOANS AND OTHER TRANSACTIONS
During the years ended December 31, 2024 and 2023, officers and directors of the Company made loans to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. 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.
During the years ended December 31, 2024 and 2023, these related parties loaned a total of $42,555 and $36,300, respectively, to the Company. Also, during the years ended December 31, 2024 and 2023, the loans incurred interest expense totaling $35,137 and $30,535, respectively, and interest in the amount of $14,000 and $-0-, respectively, was paid. As of December 31, 2024 and 2023, the balance due to these related parties for these loans was principal of $314,230 and $271,675, respectively, and accrued interest of $131,474 and $110,338, respectively.
Beginning August 2017, the Company entered into an oral agreement to pay the Company’s president $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 $6,000 during each of the years ended December 31, 2024 and 2023 which is included in the selling, general and administrative expenses on the statements of operations. During the years ended December 31, 2024 and 2023 the Company paid $10,000 and $7,000 respectively. The amounts payable as of December 31, 2024 and 2023 were $5,500 and $9,500 respectively.
In March 2014, the Company issued a $40,000 convertible promissory note to an 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, and 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. For the years ended December 31, 2024 and 2023 additional interest accrued on these Notes in the amount of $6,600 and $6,600, respectively. 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 December 31, 2024 and 2023, the balance due to these related parties for these Notes was principal of $55,000, and accrued interest of $61,081 and $54,481, respectively. (See Note 7)
| F-8 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
NOTE 6 – CONVERTIBLE PROMISSORY NOTES
The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at December 31, 2024 and 2023 as follows:
Note (A) |
| Principal |
|
| Less Debt Discount |
|
| Plus Premium |
|
| Net Note Balance |
|
| Accrued Interest |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
December 31, 2024 |
| $ | 290,000 | (1) |
| $ | - |
|
| $ | - |
|
| $ | 290,000 |
|
| $ | 98,903 |
|
December 31, 2023 |
| $ | 290,000 | (1) |
| $ | - |
|
| $ | - |
|
| $ | 290,000 |
|
| $ | 319,918 |
|
(1) Collateralized by the Company’s assets, including accounts receivable, cash and equivalents, inventory, property, equipment, intangibles. At December 31, 2024 and 2023, the Company’s assets consisted of cash and equivalents of $2,376 and $493 (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 default interest rate of 24% has been in effect since the September 24, 2019 maturity date lapsed. The note was 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.
Along with the Note, on the Date of Issuance the Company issued Common Stock Purchase Warrants (the “Warrants”), exercisable immediately. The warrants expired 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.
During the year ended December 31, 2023, $24,121 of accrued interest and $250 in conversion fees ($24,371 total) was converted into 137,300 shares of common stock.
On April 16, 2024, the Parties completed execution of an amendment to the Note (the “Amendment”). As of April 12, 2024 (the “Effective Date”), the parties stipulated that as of the Effective Date the total outstanding amount under the Note was $339,023.00, consisting of $290,000.00 of principal and $49,023.00 of accrued interest. The Parties also stipulated that beginning on the Effective Date, the monthly interest rate on the outstanding principal amount of the Note would be $5,800 per month. Per the terms of the Amendment, the Parties agreed that all outstanding amounts under the Note shall be exchanged into the securities issued by the Company in the next Qualified Offering (as defined in the Amendment) consummated by the Company after the Effective Date (the “Exchange”).
NOTE 7 – CONVERTIBLE NOTES AND LOANS PAYABLE – RELATED PARTIES
Convertible notes and loans payable – related parties consisted of the following:
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Loans payable to related parties, interest at 12% per annum, due on demand |
| $ | 314,240 |
|
| $ | 271,675 |
|
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 |
|
| 369,240 |
|
|
| 326,675 |
|
Less: Current Portion |
|
| (369,240 | ) |
|
| (326,675 | ) |
Long-Term Convertible Notes and Loans Payable – Related Parties |
| $ | - |
|
| $ | - |
|
| F-9 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
Accrued interest on the convertible notes and loans payable, related parties was $192,555 and $164,819 at December 31, 2024 and 2023, 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 8 – NOTES PAYABLE
Notes payable consisted of the following:
Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2024 totaled $42,642 and $11,275, respectively. Accrued interest and interest expense for these Notes as of and for the year ended December 31, 2023 totaled $31,367 and $8,624, respectively.
NOTE 9 – 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 6 that stated, among other things, that the Company has defaulted on Note (A).
We communicated with the noteholder regarding these matters and were under advisement from our legal counsel that, although we had 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).
On April 16, 2024, the parties completed execution of an amendment to the convertible promissory Note (the “Amendment”) effective as of April 12, 2024 (the “Effective Date”). Pursuant to the terms of the Amendment, the parties stipulated that as of the Effective Date, the total outstanding amount under the Note was $339,023.00, consisting of $290,000.00 of principal and $49,023.00 of accrued interest. The Parties also stipulated that beginning on the Effective Date, the monthly interest rate on the outstanding principal amount of the Note would be $5,800 per month. Per the terms of the Note, the Parties agreed that all outstanding amounts under the Note shall be exchanged into the securities issued by the Company in the next Qualified Offering (as defined in the Amendment) consummated by the Company after the Effective Date (the “Exchange”). The Exchange shall occur on the date that the Company consummates its next “Qualified Offering” defined as an offering where the Company raises $3,000,000 in subscriptions from the sale of its equity securities. Auctus would then receive an amount of the securities in the Qualified Offering equal to the amount that would have been received if the Auctus had subscribed to the Qualified Offering for an amount equal to the total outstanding amount under the Note as of time of the conversion. The shares are to be issued to Auctus pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act, as amended.
| F-10 |
| Table of Contents |
SPIRITS TIME INTERNATIONAL, INC.
Notes to the Financial Statements
December 31, 2024 and 2023
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, attached as Exhibit 10.2 to the Current Report on Form 8-K filed April 22, 2024.
NOTE 10 – EQUITY TRANSACTIONS
Common Stock
The Company has authorized 140,000,000 shares of common stock with a par value of $0.001, and had 7,498,305 common shares issued and outstanding at December 31, 2024 and 2023.
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 April 17, 2024, the Company issued 200,000 shares of Preferred Series A stock to unaffiliated individuals for services rendered to the Company. The shares were valued at $534,600, or approximately $2.67 per share. This amount is included in professional fees on the Statement of Operations for the year ended December 31, 2024. The Company had 650,000 shares of Series A Preferred issued and outstanding at December 31, 2024 and 450,000 shares outstanding at December 31, 2023.
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 December 31, 2024 and December 31, 2023.
NOTE 11 – SUBSEQUENT EVENTS
During the second quarter of 2025 the Company issued two promissory notes in the aggregate principal amount of $4,000 to two unaffiliated lenders. The Notes are due two years from the date of receipt of the principal sums and carry an interest rate of 10% per annum.
The Company and a lender negotiated and agreed to enter into a Loan Conversion Agreement dated July 31, 2025 (the “Conversion Agreement”), pursuant to which the entire outstanding principal and accrued interest of two loans, totaling $35,431.29 for Loan #1 and $102,439.70 for Loan #2, were converted into a total of 551,484 shares of the Company’s common stock at a conversion price of $0.25 per share, rounded to the nearest whole share.
| F-11 |
EXHIBIT 31.1
Section 302 Certification of Chief Executive and Chief Financial Officer
I, Mark A. Scharmann, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Spirits Time International, Inc. |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant's other certifying officers and I; are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and |
|
|
|
|
|
| c) | presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
|
|
|
|
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. |
| 6. | The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant efficiencies and material weaknesses. |
| Date: February 12, 2026 |
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| /s/ Mark A. Scharmann |
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| Mark A. Scharmann |
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| President, Chief Executive and Chief Financial Officer, Principal Financial Accounting Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
(SECTION 906 OF SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of, Spirits Time International, Inc. (the "Company") on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A. Scharmann, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director of the Company, hereby certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: February 12, 2026 |
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| By: | /s/ Mark A. Scharmann |
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| Mark A. Scharmann, President, |
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| Chief Executive Officer, |
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| Chief Financial Officer, |
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| Treasurer, Secretary |
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| and Director |
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