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, 2022 and 2021.

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The Report of Independent Registered Public Accounting Firm on the Company's 2022 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, 2022, the Company had a working capital deficit of $1,261,414 and a stockholders' deficit of $986,414. The Company incurred net losses of $286,628 and $181,068 for its fiscal years ended December 31, 2022 and 2021, respectively. Our primary creditor has claimed a default under the Promissory Note we issued to such creditor. 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.

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, 2022, we had cash of $707 and a negative working capital of $1,261,414. This compares with cash of $186 and negative working capital of $995,306 as of December 31, 2021.

Net cash used by operating activities totaled $38,929 for the year-ended December 31, 2022 consisting of a loss from operations of $286,628 which was offset by a stock based compensation of $20,520, loss on impairment of inventory of $80,404, a change in accounts payable and accrued interest of $121,184, a change in accounts payable - related party of $1,000, and a change in accrued interest - related parties of $24,591. This compares with net cash used by operating activities totaling $45,118 for the year-ended December 31, 2021 consisting of a loss from operations of $181,068 which was offset by a change in accounts payable and accrued interest of $105,738, a change in accounts payable - related party of $6,000, and a change in accrued interest - related parties of $24,212.

There were no investing activities for the years ended December 31, 2022 and 2021.

Net cash provided by financing activities totaled $39,450 for the year-ended December 31, 2022 consisting of proceeds from loans payable - related parties of $19,450 and proceeds from notes payable of $20,000. This compares with net cash provided by financing activities totaling $44,926 for the year-ended December 31, 2021 consisting of proceeds from loans payable - related parties of $34,962 and proceeds from notes payable of $10,000.

In September 2018, we obtained funds from the issuance of a Secured Promissory Note that is described in the Notes to the Financial Statements. Our net proceeds from that transaction have been used to repay outstanding debt, to fund the professional fees in connection with such transaction and the Asset Acquisition Transaction, for use in our beverage operations and for working capital.

As described in Notes to the Financial Statements, the lender under the Secured Promissory Note has notified us of a claimed default under the Note. The Note is secured by all of the assets of the Company. We currently do not have cash available to repay the Note and there is no assurance that we will ever have liquid assets necessary to repay the Note.

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, 2022 or 2021. For the year-ended December 31, 2022, we incurred professional fees of $78,337. For the year-ended December 31, 2021, we incurred professional fees of $50,410. For the year-ended December 31, 2022, we incurred $10,077 of administrative expenses compared to $10,586 for the year-ended December 31, 2021. For the year-ended December 31, 2022 we recorded an impairment loss on inventory of $80,404 and we incurred interest expense of $117,810. For the year-ended December 31, 2021 we incurred interest expense of $120,072.

As a result of the foregoing, we incurred a loss of $286,628 for the year-ended December 31, 2022 compared to a loss of $181,068 for the year-ended December 31, 2021. Since incorporation we have accumulated a deficit of $1,956,350.


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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, 2022 and 2021.

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