NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
NOTE
1—ORGANIZATION AND NATURE OF OPERATIONS
In
1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating
corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah), acquired
substantially all the assets and certain liabilities of Circuit Technology, Inc., founded by our president, Iehab Hawatmeh.
We,
together with our majority-owned subsidiaries, manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy
drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. Since entering our 2019 five-year manufacturing
and distribution agreement with an unrelated party, our efforts have been devoted to phase one of our development of all HUSTLER®-branded
products, which led us to generating revenue during 2020 for the first time in several years.
NOTE
2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included
in our Form 10-K for the fiscal year ended December 31, 2020. In the opinion of our management, all adjustments, including normal recurring
adjustments necessary to present fairly our financial position, as of September 30, 2021, and the results of our operations and cash
flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative
of the results for the full year ending December 31, 2021.
Principles
of Consolidation
We
consolidate our majority-owned subsidiaries, companies over which we exercise control through majority voting rights, and companies in
which we have a variable interest and we are the primary beneficiary. We account for our investments in common stock of other companies
that we do not control, but over which we can exert significant influence, using the cost method.
The
unaudited consolidated financial statements as of and for the periods ended September 30, 2021 and 2020, include the accounts of CirTran
Corporation and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran-Asia, Inc. All intercompany balances
and transactions have been eliminated.
Use
of Estimates
In
preparing the financial statements in accordance with US GAAP, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Revenue
Recognition
We
follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue
from Contracts with Customers, for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements.
We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer
of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange
for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with
the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for
returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
During
the three and nine months ended September 30, 2021, we recognized revenue of $0 and $30,000, respectively, related to the performance
obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized
at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product
design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset
has been recorded for customer acquisition costs. Additionally, we have not recognized impairment losses related to the receivables from
these contracts during the nine months ended September 30, 2021.
Additionally,
we recognized revenues of $961,074 and $2,281,529 during the three and nine months ended September 30, 2021, respectively, related to
the delivery of product to our customers. Each delivery is based on a unique customer purchase order, which is a stand-alone contract
that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place,
time, and price. We recognize revenue under the unique purchase order contract upon fulfillment of our performance obligations therein,
typically limited to the delivery of product.
Leases
In
February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance
in ASC 840, Leases, which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach
by applying the new standard to all leases existing at the date of initial application. We account for short-term leases, those lasting
fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the
balance sheet.
The
adoption of the standard resulted in recording right-of-use (“ROU”) assets and operating lease liabilities of $29,185 as
of September 30, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future
minimum lease payments over the lease term at commencement date. As the lease does not provide an implicit rate, we use our incremental
borrowing rate based on information available at the commencement date in determining the present value of future payments. The operating
lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may
include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Although considered, we
determined it was appropriate to exclude future renewal terms from the capitalization of our operating lease.
We
have one lease in effect requiring minimum monthly payments of $2,500 through October 2022. We have determined the appropriate discount
rate to be 5% based on our other borrowings secured by assets. A summary of future payments due under the terms of the lease as of September
30, 2021, is as follows:
SUMMARY
OF FUTURE MINIMUM LEASE PAYMENTS DUE
|
|
|
|
|
Total future payments
|
|
$
|
30,000
|
|
Implied interest
|
|
|
(815
|
)
|
Operating lease liability as of September
30, 2021
|
|
$
|
29,185
|
|
Investment
in Securities
Our
cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at September
30, 2021, and December 31, 2020. Because we owned less than 20% of that company’s stock as of each date, and no significant influence
or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there
was none during the periods presented.
Impairment
of Long-Lived Assets
We
review our long-lived assets, including intangibles, for impairment when events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. At each balance sheet date, we evaluate whether events and circumstances have occurred that
indicate possible impairment. We use an estimate of future undiscounted net cash flows from the related asset or group of assets over
their remaining life in measuring whether the assets are recoverable. We did not record expenses for the impairment of long-lived assets
during the periods ended September 30, 2021 or 2020.
Inventories
Inventories
are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead.
Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect
overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of
indirect manufacturing costs to the manufacturing process.
When
there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine
market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers
that require them to purchase their inventory items in the event they cancel their business with us.
From
time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet
component and totaled $10,889(non-related-party) and $228,730 (related-party) as of September 30, 2021, and $53,900 (non-related-party)
and $319,333 (related-party) as of December 31, 2020.
Inventory
balances consisted of the following:
SCHEDULE
OF INVENTORY
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
Finished goods
|
|
$
|
703,034
|
|
|
$
|
526,372
|
|
Raw materials
|
|
|
33,679
|
|
|
|
40,803
|
|
Reserve for obsolescence
|
|
|
(241,923
|
)
|
|
|
(241,923
|
)
|
Total
|
|
$
|
494,790
|
|
|
$
|
325,252
|
|
Stock-Based
Compensation
We
have outstanding stock options to directors and employees, which are described more fully in Note 12–Stock Options and Warrants.
We account for our stock options in accordance with ASC 718-10, Accounting for Stock Issued to Employees, and ASU 2018-07, Improvements
to Nonemployee Share-Based Payment Accounting, as updated, which requires the recognition of the cost of employee services received
in exchanged for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the
award. ASC 718-10 also requires the stock option compensation expense to be recognized over the period during which an employee is required
to provide service in exchange for the award (typically the vesting period). There was no impact to our methodology for accounting for
equity-based compensation as a result of adopting ASC 718-10 and ASU 2018-07.
Stock-based
employee compensation was $0 and $56 for the nine months ended September 30, 2021 and 2020, respectively.
Fair
Value of Financial Instruments
ASC
820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies
in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15
establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The
three levels of inputs are defined as follows:
Level
1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the
asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or liabilities.
Accounts
payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments.
Derivative liabilities are measured using level 3 inputs.
SCHEDULE
OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUED MEASURED ON RECURRING BASIS
|
|
Total
Fair
Value at
September 30,
2021
|
|
|
Quoted
prices in
active markets
(Level 1)
|
|
|
Significant
other
observable
inputs
(Level 2)
|
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Derivative liabilities
|
|
$
|
1,099,400
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,099,400
|
|
|
|
Total
Fair
Value at
December 31,
2020
|
|
|
Quoted
prices in
active markets
(Level 1)
|
|
|
Significant
other
observable
inputs
(Level 2)
|
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Derivative liabilities
|
|
$
|
922,654
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
922,654
|
|
Loss
per Share
Basic
loss per share (EPS) is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares
outstanding during each period. Diluted EPS is similarly calculated, except that the weighted-average number of common shares outstanding
would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were 141,554,300
potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding
shares for the three and nine months ended September 30, 2021, due to the anti-dilutive effect these would have on net loss per share.
There were 160,186,365
such shares issuable
as of September 30, 2020. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments
eligible to convert to common stock be exercised. We
are not currently contemplating an increase in our authorized shares but may do so in the future.
Recently
Issued Accounting Pronouncements
We
have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial
statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued
that might have a material impact on our financial position or results of operations.
NOTE
3—GOING CONCERN
The
accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which contemplate our continuation
as a going concern. We had a working capital deficiency of $37,840,853 as of September 30, 2021, and a net loss from continuing operations
of $767,404 during the nine months ended September 30, 2021. As of September 30, 2021, we had an accumulated deficit of $78,811,860.
These conditions raise substantial doubt about our ability to continue as a going concern.
Our
ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan described in the following
paragraphs and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may
be necessary if we are unable to continue as a going concern.
In
the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses. We may
experience a cash shortfall and be required to raise additional capital.
Historically,
we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by
retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although
we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our
shareholders and us.
NOTE
4—PROPERTY AND EQUIPMENT
We
incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs
are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included
as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies
used in the manufacture of products.
Depreciation
expense is recognized in amounts equal to the cost of depreciable assets over estimated service lives. Leasehold improvements are amortized
over the shorter of the life of the lease or the service life of the improvements. The straight-line method of depreciation and amortization
is followed for financial reporting purposes. Maintenance, repairs, and renewals that neither materially add to the value of the property
nor appreciably prolong its life are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included
in operating results.
Property
and equipment and estimated service lives consist of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
|
Useful
Life (years)
|
Furniture and office equipment
|
|
$
|
1,624
|
|
|
$
|
-
|
|
|
5-10
|
Vehicles
|
|
|
18,672
|
|
|
|
18,672
|
|
|
3-7
|
Total
|
|
|
20,296
|
|
|
|
18,672
|
|
|
|
Less: accumulated depreciation
|
|
|
(2,762
|
)
|
|
|
(373
|
)
|
|
|
Property and equipment,
net
|
|
$
|
17,534
|
|
|
$
|
18,299
|
|
|
|
We
recorded $2,389 and $0 of depreciation expense during the nine months ended September 30, 2021 and 2020.
NOTE
5—RELATED-PARTY TRANSACTIONS
In
2007, we issued a 10% promissory note to a family member of our president in exchange for $300,000. The note was due on demand after
May 2008. There were no repayments made during the periods presented. At September 30, 2021, and December 31, 2020, the principal amount
owing on the note was $151,833 and $151,833, respectively.
On
March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $315,000 ($105,000
each). Under the terms of these three $105,000 notes, we received total proceeds of $300,000 and agreed to repay the amount received
plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum.
We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of September
30, 2021, and December 31, 2020, was $72,466 and $72,466, respectively.
During
the nine months ended September 30, 2021, we made repayments to related parties of $214,421 and had other noncash reductions of $82,072.
There were $18,852 and $287,776 of short-term advances due to related parties as of September 30, 2021, and December 31, 2020, respectively.
The advances are due on demand and included in current liabilities.
We
have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer.
The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price
equal to the fair market price of our common stock as of the grant date. There were no options issued under this agreement during the
nine months ended September 30, 2021. There were options to purchase 6,000 shares of common stock that expired during the nine months
ended September 30, 2021. Mr. Hawatmeh held outstanding options to purchase 32,000 and 30,000 shares of common stock as of September
30, 2021, and December 31, 2020, respectively. See Note 6–Other Accrued Liabilities and Note 12–Stock Options and Warrants.
As
of September 30, 2021, and December 31, 2020, we owed our president a total of $474,948 and $868,528, respectively, in unsecured advances.
The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived
by our president on these loans. These amounts are included in our liabilities from discontinued operations.
As
of September 30, 2021, and December 31, 2020, we owed a total of $13,740 and $13,740 to a related party through trade payables incurred
in the normal course of business. These amounts are shown as a separate related-party payable on the balance sheet as of each reporting
date.
During
the nine months ended September 30, 2021, we had a net decrease in deposits with a related-party inventory supplier totaling $90,603.
The related party is an entity controlled by our chief executive officer. All transactions were at a 2% markup over the related-party’s
cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $845,856 during the
nine months ended September 30, 2021.
NOTE
6—OTHER ACCRUED LIABILITIES
Accrued
tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”)
and other tax entities.
Accrued
liabilities consist of the following:
SCHEDULE
OF ACCRUED LIABILITIES
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
|
|
|
|
|
|
|
Tax liabilities
|
|
$
|
548,755
|
|
|
$
|
557,894
|
|
Other
|
|
|
864,495
|
|
|
|
796,645
|
|
Total
|
|
$
|
1,413,250
|
|
|
$
|
1,354,539
|
|
Other
accrued liabilities as of September 30, 2021, and December 31, 2020, include a non-interest-bearing payable totaling $45,000 that is
due on demand. Additionally, other accrued liabilities as of September 30, 2021, and December 31, 2020, include customer deposits totaling
$819,495 and $751,645, respectively.
Accrued
payroll and compensation liabilities consist of the following:
SCHEDULE
OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
|
|
|
|
|
|
|
Director fees
|
|
$
|
140,000
|
|
|
$
|
135,000
|
|
Bonus expenses
|
|
|
129,358
|
|
|
|
121,858
|
|
Commissions
|
|
|
2,148
|
|
|
|
2,148
|
|
Consulting
|
|
|
608,784
|
|
|
|
-
|
|
Administrative payroll
|
|
|
3,547,880
|
|
|
|
3,874,340
|
|
Total
|
|
$
|
4,428,170
|
|
|
$
|
4,133,346
|
|
NOTE
7—COMMITMENTS AND CONTINGENCIES
Litigation
and Claims
Various
vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking
collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will
seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our
current liabilities. We have not accrued any liability for claims or judgments that we have determined to be barred by the applicable
statute of limitations, which generally is eight years for judgments in Utah.
Playboy
Enterprises, Inc.
Our
affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012
asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of
contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment of $6.6 million to Playboy against
Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent
infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated
collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the circuit court. We
have accrued $17,205,599 as of September 30, 2021, and December 31, 2020, related to this judgment, which is included in liabilities
in discontinued operations.
Delinquent
Payroll Taxes, Interest, and Penalties
In
November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest,
and penalties, which required us to pay $500,000,
remain current in our payment of taxes for five years, and forego claiming any net operating
losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $1,455,767
waived by the Offer. In June 2013, we entered
into a partial installment agreement to pay $768,526
in unpaid 2009 payroll taxes, which required
us to pay the IRS 5%
of cash deposits. The monthly payments were to continue until the account balances were paid in full or until the collection statute
of limitation expired on October 6, 2020. We are currently in communication with the IRS regarding the statute of limitations on this
settlement and appropriate next steps. Amounts of $673,645
and $673,645
were due as of September 30, 2021, and December
31, 2020, respectively.
Employment
Agreements
We
engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended
in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively
terminating the agreement. However, the amendment to his employment agreement in September 2017 reinstated Mr. Hawatmeh to his previous
positions, with a salary in an amount to be determined. Among other things, the reinstated employment agreement: (a) grants options to
purchase a minimum of 6,000
shares of our stock each year, with an exercise
price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b)
provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well
as any other bonus approved by our board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal
to 5%
of our earnings before interest, taxes, depreciation, and amortization for the applicable quarter; (ii) bonuses equal to 1%
of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual
bonus (payable quarterly) equal to 1%
of our gross sales of all products, net of returns and allowances. On January 1, 2020, we resumed accruing wages for our chief executive
officer. A total of $258,750
was accrued during the nine months ended September 30, 2021.
We
also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each
year.
During
the nine months ended September 30, 2021 and 2020, we granted options to purchase 0 and 8,000 shares of common stock to Mr. Hawatmeh
and Ms. Hollinger, respectively. We recorded expenses totaling $0 and $56 during the nine months ended September 30, 2021 and 2020, respectively,
for these options.
We
have no other agreements requiring the grant of options.
License
Agreements
We
have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are
based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.
NOTE
8—NOTES PAYABLE
Notes
payable consisted of the following:
SCHEDULE
OF NOTES PAYABLE
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
|
|
|
|
|
|
|
Note payable to former service
provider for past due account payable (current)
|
|
$
|
90,000
|
|
|
$
|
90,000
|
|
Note payable for settlement of debt (long term)
|
|
|
500,000
|
|
|
|
500,000
|
|
Small Business Administration
loan
|
|
|
156,000
|
|
|
|
156,000
|
|
Total
|
|
$
|
746,000
|
|
|
$
|
746,000
|
|
There
was $247,577and $208,078 of accrued interest due on these notes as of September 30, 2021, and December 31, 2020, respectively.
NOTE
9—CONVERTIBLE DEBENTURES
Convertible
debentures consisted of the following:
SCHEDULE
OF CONVERTIBLE DEBENTURES
|
|
September
30, 2021
|
|
|
December 31, 2020
|
|
|
|
|
|
|
|
|
Long term portion
|
|
$
|
1,854,205
|
|
|
$
|
1,787,816
|
|
Convertible debenture, 5% stated
interest rate, secured by all of our assets, due on May 30, 2022
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Convertible debenture, 5%
stated interest rate, secured by all of our assets, due on December
8, 2021
|
|
|
25,000
|
|
|
|
25,000
|
|
Convertible debenture, 5%
stated interest rate, secured by all of our assets, due on December
8, 2021
|
|
|
25,000
|
|
|
|
25,000
|
|
Convertible debenture, 5%
stated interest rate, secured by all of our assets, due on December
8, 2021
|
|
|
25,000
|
|
|
|
25,000
|
|
Convertible debenture,
5% stated interest rate, secured by all of our assets, due on April 30, 2027
|
|
|
2,390,528
|
|
|
|
2,390,528
|
|
Subtotal
|
|
$
|
2,665,528
|
|
|
$
|
2,665,528
|
|
Less: discounts
|
|
|
(547,039
|
)
|
|
|
(613,428
|
)
|
Total
|
|
$
|
2,118,489
|
|
|
$
|
2,052,100
|
|
Less: current portion
|
|
|
(264,284
|
)
|
|
|
(264,284
|
)
|
Long term portion
|
|
$
|
1,854,205
|
|
|
$
|
1,787,816
|
|
The
convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or the lowest bid price
for the 20 trading days prior to conversion. During the nine months ended September 30, 2021, the convertible debenture holder converted
$6,750 of accrued but unpaid interest into 225,000 shares of our common stock.
As
of September 30, 2021, and December 31, 2020, we had accrued interest on the convertible debentures totaling $1,621,443
and $1,528,511, respectively, of which $1,181,171 and $41,960 was current and $1,569,200 and $1,486,551 was long term, respectively.
As of September 30, 2021, and December 31, 2020, the debentures, including accrued but unpaid interest, were convertible into
141,554,300 and 167,761,552 shares of our common stock.
NOTE
10—DERIVATIVE LIABILITIES
As
discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $2,665,528 with
the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser
of $100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives
are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments
at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change.
We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo
simulation as of September 30, 2021, using the following assumptions:
SCHEDULE
OF DERIVATIVE LIABILITIES AT FAIR VALUE
Volatility
|
|
112.9% - 142.6
|
%
|
Risk-free rates
|
|
|
0.15%
- 0.75
|
%
|
Stock price
|
|
$
|
0.077
|
|
Remaining life
|
|
|
0.25-
5.58 years
|
|
The
fair values of the derivative instruments are measured each quarter, which resulted in a loss of $176,746 and $318,564 during the nine
months ended September 30, 2021 and 2020, respectively, and a loss of $62,086 and a gain of $39,700 during the three months ended September
30, 2021 and 2020, respectively. As of September 30, 2021, and December 31, 2020, the fair market value of the derivatives aggregated
$1,099,400 and $922,654, respectively.
NOTE
11 – COMMON STOCK TRANSACTIONS
We
are authorized to issue up to 100,000,000 shares of $0.001 par value common stock. During the nine months ended September 30, 2021, we
issued a total of 225,000 shares of common stock for the conversion of $6,750 of accrued interest.
NOTE
12—STOCK OPTIONS AND WARRANTS
Stock
Incentive Plans
During
the nine months ended September 30, 2021 and 2020, we granted to employees 0 and 8,000 options, respectively, to purchase shares of common
stock.
The
8,000 options granted during the nine months ended September 30, 2020, were valued using the following assumptions: estimated five-year
term, estimated volatility of 91%, and a risk-free rate of 1.61%.
As
of September 30, 2021, and December 31, 2020, we had no unrecognized compensation related to outstanding options that have not yet vested
at year-end that would be recognized in subsequent periods. See Note 6–Other Accrued Liabilities for a description of amounts of
option expenses included in accrued payroll and compensation expense.
As
of September 30, 2021, there were 32,000 options issued and vested with a weighted average exercise price of $0.08 and a weighted average
remaining life of 2.15 years. Outstanding options as of September 30, 2021, consisted of:
SCHEDULE
OF STOCK OPTIONS OUTSTANDING
Exercise
Price
|
|
|
Count
|
|
|
Average
Exercise
|
|
|
Remaining
Life
|
|
|
Exercisable
|
|
$
|
0.01
|
|
|
|
8,000
|
|
|
|
0.01
|
|
|
|
3.52
|
|
|
|
8,000
|
|
$
|
0.10
|
|
|
|
24,000
|
|
|
|
0.10
|
|
|
|
1.62
|
|
|
|
24,000
|
|
Total
|
|
|
|
32,000
|
|
|
|
0.08
|
|
|
|
5.14
|
|
|
|
32,000
|
|
NOTE
13—DISCONTINUED OPERATIONS
At
October 21, 2016, we exited the beverage licensing and distribution business. The assets and liabilities associated with this business
are displayed as assets and liabilities from discontinued operations as of September 30, 2021, and December 31, 2020, as a result. Additionally,
the revenues and costs associated with this business are displayed as losses from discontinued operations for the nine months ended September
30, 2021 and 2020.
Total
assets and liabilities included in discontinued operations were as follows:
SCHEDULE
OF DISCONTINUED OPERATIONS
|
|
September
30, 2021
|
|
|
December
31, 2020
|
|
|
|
|
|
|
|
|
Assets from Discontinued Operations:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Total
assets from discontinued operations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Liabilities from Discontinued Operations:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
19,456,998
|
|
|
$
|
19,456,998
|
|
Accrued liabilities
|
|
|
589,380
|
|
|
|
589,380
|
|
Accrued interest
|
|
|
1,291,010
|
|
|
|
1,176,226
|
|
Accrued payroll and compensation
expense
|
|
|
131,108
|
|
|
|
131,108
|
|
Current maturities of long-term
debt
|
|
|
239,085
|
|
|
|
239,085
|
|
Related-party payable
|
|
|
1,776,250
|
|
|
|
1,776,250
|
|
Short-term
advances payable
|
|
|
2,784,773
|
|
|
|
2,784,773
|
|
Total
liabilities from discontinued operations
|
|
$
|
26,268,604
|
|
|
$
|
26,153,820
|
|
Net
loss from discontinued operations for the nine months ended September 30, 2021 and 2020, were comprised of the following components:
|
|
|
|
|
|
|
|
|
Nine
months ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Other expense:
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(114,784
|
)
|
|
|
(115,204
|
)
|
Total other expense
|
|
|
(114,784
|
)
|
|
|
(115,204
|
)
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued
operations
|
|
$
|
(114,784
|
)
|
|
$
|
(115,204
|
)
|
NOTE
14—SUBSEQUENT EVENTS
We
have evaluated all events occurring subsequent to the financial statements and determined there are no additional items to disclose.