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, ~~2023~~2024

Commission File Number: 333-151300

_______________________________

SPIRITS TIME INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

(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 x ☒.

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 x.☐

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to orRule ~~15(d)~~405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files),. ~~and~~Yes. ~~(2) has~~☒ ~~been subject to such filing requirements for the past 90 days. Yes x~~ No ¨ ☐

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically every Interactive Data File required to be submitted~~ pursuant to ~~Rule~~Item 405 of Regulation S-TK (~~232~~229.405 of this chapter) ~~during~~is not contained herein, and will not be contained, to the ~~preceding~~best 12of ~~months~~Registrant's (knowledge, in definitive proxy or ~~for~~information ~~such~~statements ~~shorter~~incorporated ~~period~~by ~~that~~reference ~~the~~in ~~registrant~~Part ~~was~~III ~~required~~of this Form 10-K or any amendment to ~~submit~~this ~~such~~Form ~~files)~~10-K. ~~Yes.~~ ~~x 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 x.☒ 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 x☐

As of June 30, ~~2023~~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 $~~702~~2,~~812~~694,112, based upon a closing price of $02.6030 per common share.

As of ~~April~~February 1612, ~~2024~~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, ~~2023~~2024).

None.

INDEX

SPIRITS TIME INTERNATIONAL, INC.

		~~PAGE NO~~	PAGE NO
PART I
ITEM 1	DESCRIPTION OF BUSINESS	4	3
ITEM 1A	RISK FACTORS	9	6
ITEM 1B	UNRESOLVED STAFF COMMENTS	9	6
ITEM 2	PROPERTIES	9	6
ITEM 3	LEGAL PROCEEDINGS	9	6
ITEM 4	MINE SAFETY DISCLOSURES	9	6
PART II
ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10	7
ITEM 6	[RESERVED]	10	7
ITEM 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11	7
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12	9
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12	9
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12	9
ITEM 9A	CONTROLS AND PROCEDURES	12	9
ITEM 9B	OTHER INFORMATION	13	9
PART III
ITEM 10	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14	10
ITEM 11	EXECUTIVE COMPENSATION	15	11
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	15	12
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	16	12
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	17	12
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	18	14
SIGNATURES		18	16

32 Table of Contents

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 ~~2023~~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. Prior to the Asset Acquisition Transaction (as defined below), we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of the Asset Acquisition Transaction, we ceased to be a “shell company” and intend to commence operations in the beverage industry (initially in the tequila beverage industry).

We have limited operating history, no revenue, and negative working capital.

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 ~~intend~~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). ~~Auctus has delivered a notice of default to us relating to such loan (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 iswas involved in the marketing of other beverage products and brands in which we ~~have~~had no ownership or other interest.

“Tequila Alebrijes Products and Property Rights” means collectively, the intangible legal rights we acquired from Human Brands pertaining to: (a) rights associated with the product known as Tequila Alebrijes, including but not limited to Tequila Alebrijes Blanco, Reposado, and Añejo and any and all related products or extension of that product including other related Tequila Blends and formulas from the same or other related supplier as well as physical extensions of the Tequila Alebrijes brand in the form of logos, trademarks, marketing material and related copyrights, copyright applications and copyright registrations and moral rights, trademarks, service marks, logos, trade dress, trade names and service names and all goodwill associated therewith; (b) rights related to the protections of trade secrets and confidential information,

including, but not limited to, rights in industrial property, vendor lists and all associated information and other confidential or proprietary information; (c) industrial design rights; and (d) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property, including, but not limited to, any applications, registrations or recordings in connection with the foregoing. Human Brands also granted us the exclusive right to sell directly or distribute Tequila Alebrijes products (including any product Extension of the Assets) on a worldwide basis.

The Acquired Assets include any and all product line extensions. The Acquired Assets include but are not limited to the following:

·Trade Mark Design;

·Packaging Design;

·Formulas for Production of Tequila Alebrijes;

·Finished Tequila Alebrijes Product of not less than 11,000 Mixed 750 ML bottles to be shipped to third parties as designated by the Company (less write-off, see below);

·All Tequila Alebrijes Rights for Worldwide Use;

·All Tequila Alebrijes Extensions for Worldwide Use;

·The exclusive rights to sell the assets directly by the Company or through designated distributors or brand managers worldwide.

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.

Table of Contents

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.

~~The~~Agreement ~~Company’s~~and ~~Business~~ Plan -of ~~General~~Merger

WeOn ~~have~~April ~~developed~~14, a2023 ~~business~~the ~~plan~~Company toentered ~~obtain~~into ~~rights~~an toAgreement ~~develop~~and aPlan ~~portfolio~~ of ~~beverage~~Merger (~~alcoholic~~“Merger ~~and non-alcoholic~~Agreement”) ~~product~~with ~~brands~~BioSculpture ~~and~~Technology, toInc. ~~distribute~~(“BioSculpture”) ~~and~~to, ~~market~~subject ~~beverage~~to ~~products~~a ~~nationally~~number ~~and~~of ~~internationally.~~conditions, ~~Our~~acquire ~~first~~100% ~~brand~~of is the ~~“Tequila~~ownership ~~Alebrijes”~~of ~~brand~~BioSculpture, ofas ~~tequila. We~~further ~~have~~described ~~obtained~~in the ~~trademark~~Company’s ~~for~~Form ~~this~~8-K ~~brand~~filed ~~and~~April ~~the~~20, ~~rights~~2023. toThere ~~market~~were ~~and~~many ~~distribute~~conditions ~~Tequila~~to ~~Alebrijes~~closing ~~products. Currently,~~of the ~~“Tequila~~Merger ~~Alebrijes”~~Agreement, ~~brand~~many of ~~tequila~~which iswere ~~our~~outside ~~only~~of ~~product~~the ~~brand,~~parties’ ~~and~~control. weThe ~~have~~Merger ~~not~~Agreement ~~yet~~with ~~sold~~BioSculpture ~~any~~has ofexpired. ~~this~~The ~~product~~Company now seeks another company with which to ~~date~~merge or acquire for stock.

WeDescription do not intend to produce beverage products but rather we intend to acquire brand and marketing rights for beverage products and thereafter commercialize our products either directly by selling to retailers and point of ~~sale locations or through brand management agreements and/or distribution agreements with other companies involved in the beverage distribution business.~~ Business

~~Demand~~The ~~for~~Company ~~premium~~intends ~~distilled~~to ~~spirits~~continue ~~brands~~to isseek, ~~driving~~investigate ~~growth~~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 ~~transforming~~will consider participating in a business enterprise in a variety of different industries or areas with no limitation as to the ~~distilled~~geographical ~~spirits~~location ~~industry~~of the enterprise. The Company’s management will have unrestricted discretion in reviewing, ~~driven~~analyzing, and ultimately selecting a business enterprise for acquisition or participation by ~~several~~the ~~key~~Company. ~~trends~~It ~~including~~is ananticipated ~~increasingly~~that ~~global~~any ~~market~~enterprise ~~for~~ultimately ~~alcoholic~~selected ~~beverages,~~will ~~better~~be ~~and~~selected ~~more~~by ~~well~~management ~~defined~~based ~~channels~~on ofits ~~distribution,~~analysis anand ~~international~~evaluation of the business and ~~domestic~~financial ~~rise~~condition of ~~cocktail~~the ~~culture~~enterprise, ~~the~~as ~~growing~~well ~~popularity~~as its business plan, potential for ~~distilled~~growth, ~~spirits~~and other factors, anone ~~greater~~of ~~desire~~which ~~among~~can ~~consumers~~be ~~wanting~~anticipated to ~~know~~be ~~more~~controlling. ~~about~~If the ~~history~~Company ~~and~~is ~~production~~able ~~methods~~to ~~behind~~locate ~~what~~a ~~they~~suitable ~~drink~~business enterprise, anthe ~~increase~~decision to acquire or participate in the ~~willingness~~enterprise may be made by the Company’s board of ~~consumers~~directors towithout ~~enjoy~~stockholder ~~experimenting~~approval. ~~and~~Approval ~~trying~~may ~~new~~also ~~brands,~~be ~~categories~~obtained ~~and~~pursuant ~~styles~~to the consent of ~~alcoholic~~a ~~beverages~~majority of the Company’s stockholders. Further, it is anticipated that the ~~identifiable~~acquisition ~~industry~~of ~~trend~~or ~~showing~~participation ~~increasing~~in ~~demand~~an ~~for~~enterprise may involve the issuance by the Company of a ~~broader~~controlling ~~variety~~interest ~~and~~in ~~new~~the ~~brands~~Company atwhich would dilute the ~~point~~respective equity interests of ~~sale,~~the ~~and~~Company’s astockholders ~~higher~~and ~~level~~may ofalso ~~appreciation~~result ofin ~~quality~~a ~~over~~reduction ~~quantity,~~of ~~with~~the ~~premium~~Company’s ~~and~~net ~~above~~tangible ~~offerings~~asset ~~gaining~~value ~~market~~per share.

~~Amidst~~The activities of the ~~background~~Company ~~where~~will ~~industry~~continue ~~leading~~to ~~producers~~be ~~are~~subject ~~shifting~~to ~~more~~several ~~emphasis~~significant onrisks ~~premium~~which ~~brand~~arise ~~offerings,~~primarily anas ~~emerging~~a ~~wave~~result of ~~small~~the ~~craft~~fact ~~distillers~~that isthe ~~capturing~~Company anhas ~~increasing~~no ~~market~~specific ~~share.~~business Asand may acquire or participate in a business opportunity based on the ~~craft~~decision ~~boom~~of ~~continues~~management which will, wein ~~anticipate~~all ~~that~~probability, ~~larger~~act ~~brands~~without ~~will~~the ~~increase~~consent, ~~their~~vote, ~~emphasis~~or onapproval ~~craft~~of ~~qualities~~the Company’s stockholders. The risks faced by the Company are further increased as a result of its limited resources and ~~will~~its ~~look~~inability to ~~emerging~~provide ~~brands~~a ~~gaining~~prospective ~~consumer~~business ~~support~~opportunity aswith ~~acquisition~~additional ~~candidates~~capital.

WeAlthough ~~intend,~~management ~~subject~~believes that it is in the best interest of the Company to ~~adequate~~acquire ~~financing~~or participate in a business enterprise, there is no assurance that the Company will be able to ~~build~~locate a ~~portfolio~~business ofenterprise ~~beverage~~which ~~brands~~management ofbelieves ~~non-alcoholic~~is ~~and~~suitable ~~alcoholic~~for ~~beverages.~~acquisition Weor ~~anticipate~~participation by the Company or that weif ~~may~~an enterprise is located, it can be ~~able~~acquired on terms acceptable to ~~use~~the ~~our~~Company. ~~securities~~Similarly, tothere ~~acquire~~can ~~interests~~be no assurance that if any business opportunity is acquired, it will perform in ~~additional~~accordance ~~beverage~~with ~~brands~~management’s ~~and~~expectations asor ~~incentive~~result ~~for~~in ~~brand~~any ~~managers~~profit ~~and~~to ~~other~~the ~~product~~Company ~~distributors~~or appreciation in the market price for the Company’s shares.

WeIf ~~have~~business ~~yet~~opportunities become available, the selection of an opportunity in which to ~~generate~~participate ~~any~~will ~~revenue~~be ~~from~~complex and extremely risky and may be made on management’s analysis of the ~~acquisition~~quality of the ~~tequila~~other ~~related~~company’s ~~assets~~management and ~~there~~personnel, ~~can~~the beanticipated noacceptability ~~assurance~~of wenew ~~will~~products beor ~~able~~marketing toconcepts, ~~generate~~the ~~meaningful~~merit ~~revenues~~of intechnological ~~the~~changes, ~~near~~and ~~future. We~~numerous ~~anticipate~~other ~~that~~factors wewhich ~~must~~are ~~raise~~difficult, ~~additional~~if ~~capital~~not impossible to ~~develop~~analyze athrough ~~meaningful~~the ~~marketing~~application ~~program~~of ~~for~~any ~~our~~objective ~~products~~criteria. ~~and~~There ~~there~~is ~~can be~~ no assurance that wethe Company will be able to ~~raise~~identify ~~adequate~~and ~~capital~~acquire any business opportunity which will ultimately prove to ~~market~~be ~~our~~beneficial ~~products~~to ~~and~~the ~~develop~~Company ~~active~~and ~~business~~its ~~operations~~stockholders.

5It 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.

~~Ultimate~~The ~~Business~~Company ~~Goal~~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.

~~One~~The ofperiod ~~our~~within ~~ultimate~~which ~~business~~the ~~goals~~Company ismay toparticipate ~~develop~~in ~~critical~~a ~~mass~~business opportunity cannot be predicted and awill ~~diverse~~depend ~~portfolio~~on circumstances beyond the Company’s control, including the availability of ~~distilled~~business ~~spirits~~opportunities, ~~and~~the ~~non-alcoholic~~time ~~brands~~required sofor asthe Company to ~~make~~complete usits aninvestigation ~~attractive~~and ~~acquisition~~analysis ~~target~~of orprospective anbusiness ~~attractive~~opportunities, ~~partner~~the ~~for~~time ~~other~~required ~~companies~~to inprepare the ~~beverage~~appropriate ~~industry~~documents and agreements providing for the Company’s participation, and other circumstances.

To4 ~~achieve~~Table ~~this goal, we plan on developing diverse channels~~ of distribution by building relationships with strong regional and local distributors. To support our distributors, we plan to work with brand managers to create marketing, support consumer awareness, and to develop demand at the retail level in liquor stores and bars. Contents

~~Our~~It ~~planned~~is ~~operating~~impossible ~~strategy~~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.

~~Our~~The Company will most likely acquire a business ~~strategy~~opportunity ~~relates~~by issuing shares of the Company’s common stock to ~~our~~the ~~Tequila~~owners ~~Alebrijes~~of ~~product~~the ~~and~~business ~~potentially~~opportunity. ~~other~~Although ~~distilled~~the ~~spirits~~terms ~~brands~~of ~~and~~the ~~non~~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-~~alcoholic~~free” ~~brands~~under Sections 351 or 368 of the Internal Revenue Code of 1986 (the “Code”). WeIt ~~have~~is ~~developed~~anticipated athat ~~strategy~~any tobusiness ~~commence~~opportunity ~~and~~acquisition ~~build~~will ~~operations~~result in substantial additional dilution to the ~~premium~~equity ~~spirits~~of ~~industry. Our~~those ~~strategy~~who iswere asstockholders ~~follows:~~of the Company prior to the acquisition.

~~(1)Building~~Notwithstanding ~~Our~~the ~~Branded~~fact ~~Product~~that ~~Portfolio. We~~the ~~plan~~Company tois ~~build~~technically athe ~~portfolio~~acquiring ofentity ~~distilled~~in ~~spirit~~the ~~and~~foregoing ~~non-alcoholic brands through distribution agreements~~circumstances, ~~acquisitions~~generally ofaccepted ~~distributors~~accounting ~~and~~principles ~~brands,~~will ~~and~~ordinarily ~~potentially~~require that the ~~development~~transaction ofbe ~~our~~accounted ~~own~~for ~~proprietary~~as ~~brands.~~if Wethe ~~intend~~Company tohad ~~attempt~~been toacquired ~~add~~by ~~products~~the inother ~~high-demand~~entity ~~and~~owning inthe ~~high-growth~~business ~~categories. Our~~venture ~~first~~or ~~brand~~opportunity ~~acquisition~~and, astherefore, ~~described~~will ~~throughout~~not ~~this~~permit ~~Form~~a ~~10-K,~~write isup in the ~~acquisition~~carrying value of the ~~Tequila~~assets ~~Alebrijes~~of ~~brand~~the other company.

~~(2)Qualify~~It ~~for~~is ~~Our~~anticipated ~~Own~~that ~~Licenses~~securities ~~and~~issued ~~Permits. Initially~~in wea ~~are~~transaction ~~relying~~of onthis ~~brand~~type ~~management~~would ~~agreements~~be ~~with~~issued ~~companies~~in ~~that~~reliance ~~already~~on ~~have~~exemptions ~~distributions~~from ~~channels~~registration ~~and~~under ~~have~~applicable ~~import~~federal and ~~export~~state ~~licenses~~securities ~~and permits~~laws. In ~~addition~~some circumstances, wehowever, ~~will~~as bea ~~contracting~~negotiated ~~with~~element USof ~~domestic~~the ~~distributors~~transaction, ~~that~~the ~~have~~Company ~~permits~~may ~~and~~agree ~~licenses~~to inregister asuch ~~large~~securities ~~number~~either ofat ~~key~~the ~~states~~time ~~for~~the ~~spirits~~transaction ~~sales.~~is Inconsummated ~~addition,~~or ~~our~~under ~~brand~~certain ~~management~~conditions ~~companies~~or ~~will~~at ~~have~~specified ~~the~~times ~~logistical~~thereafter. ~~capability~~The toissuance ~~store,~~of ~~ship~~a ~~and~~substantial ~~comply~~number ~~with~~of ~~all~~additional ~~state~~securities and ~~federal~~their ~~regulations~~potential ~~and~~sale ~~accounting~~into ~~requirements.~~any ~~The~~trading ~~brand~~market ~~managers~~which ~~will~~may ~~also~~develop bein ~~responsible~~the ~~for~~Company’s ~~collecting~~common ~~and~~stock ~~reporting~~may have a depressive effect on ~~all~~the ~~taxes,~~market ~~customs~~price ~~compliance~~for ~~and~~the ~~shipping~~Company’s ~~regulations~~common stock.

~~(3)Build~~The ~~Distribution. If,~~Company will participate in a business opportunity only after the ~~future,~~negotiation weand ~~obtain~~execution ~~required~~of ~~permits,~~a wewritten ~~intend~~agreement. toAlthough ~~focus~~the onterms ~~building~~of ~~additional~~the ~~distribution~~agreement ~~for~~cannot ~~Tequila~~be ~~Alebrijes~~predicted, generally the agreement would require specific representations and ~~other~~warranties ~~brands~~by inall of the ~~U.S.~~parties ~~and~~thereto, ~~Asia~~specify certain events of default, detail the ~~largest~~terms ~~beverage~~of ~~market~~closing and the ~~fastest~~conditions ~~growing~~which ~~beverage~~must ~~market~~be satisfied by each of the parties thereto prior to the closing, ~~respectively~~set forth remedies on default, and include miscellaneous other terms.

~~(4)Marketing. We~~It ~~plan~~is toemphasized ~~bring~~that management of the ~~enjoyment~~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 ~~Tequila~~business ~~Alebrijes~~opportunity ~~experience~~in towhich the ~~customer.~~Company ~~Key~~acquires an interest may ultimately prove to ~~scaling~~be ~~our~~unprofitable. ~~business~~The ~~activities~~transaction ismay ~~our~~be ~~commitment~~consummated without being submitted to the stockholders of the Company for their consideration. In some instances, ~~and~~however, ~~investment~~the proposed participation in ~~innovative~~a ~~and~~business ~~effective~~opportunity ~~sales~~may ~~and~~be ~~marketing~~submitted ~~campaigns~~to the stockholders for their consideration, ~~and~~either ~~supporting~~voluntarily ~~demand~~by ~~generated~~the ~~from~~board ~~those~~of ~~campaigns~~directors ~~with~~to ~~sufficient~~seek ~~inventory.~~the ~~Consumers~~stockholders’ ~~want~~advice anor ~~experience~~consent ~~and~~or ~~our~~because ~~marketing~~of ~~strategy~~a isrequirement ~~built~~to ~~around~~do ~~that~~so by state law.

~~Tequila~~The ~~Market~~investigation ~~Overview~~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.

~~Tequila~~The isCompany’s aoperations ~~distilled~~following ~~beverage~~its ~~which~~acquisition ~~is made out~~ of ~~the~~an ~~blue~~interest ~~agave~~in ~~plant.~~a ~~There~~business ~~exist~~opportunity ~~two~~will ~~major categories of tequila: ‘100% agave’ and ‘Mixtos.’ The term tequila is protected and may only~~ be ~~used~~dependent on the ~~product~~nature ~~label~~of if the ~~alcoholic~~opportunity ~~beverage~~and isinterest ~~produced~~acquired. inThe specific ~~regions~~risks of ~~Mexico~~a ~~and~~given ~~contains~~business atopportunity ~~least~~cannot 51be ~~percent~~predicted ~~agave.~~at the present time.

~~According~~The Company is not registered and does not propose to ~~Statista.com~~register ~~(https://www.statista.com/)~~as an “investment company” under the ~~global~~Investment ~~tequila~~Company ~~market~~Act isof ~~characterized~~1940 by(the ~~leading~~“Investment ~~brands~~Act”). ~~such~~The asCompany ~~Sauza,~~intends ~~Patrón,~~to ~~and~~conduct Elits ~~Jimador.~~activities ~~Sauza~~so ~~tequila~~as ~~sold~~to ~~approximately~~avoid ~~3.8~~being ~~million~~classified 9as ~~liter~~an ~~cases~~“investment incompany” ~~2016.~~under ~~Regionally,~~the ~~most~~Investment ~~tequila~~Act ~~was~~and, ~~exported~~therefore, to ~~the~~avoid ~~United~~application ~~States~~of ~~from~~the ~~its~~registration ~~country~~and other provisions of ~~origin~~the ~~Mexico.~~Investment Company Act and the related regulations.

Statista.com also reported that the sales volume of the American core market showed a continuous growth since 2004 and reached an all-time high with 15.87 million 9 liter cases sold in 2016. The tequila brand Jose Cuervo commanded 22 percent of U.S. tequila volume sales in 2016. Patron and Sauza tequila also accounted for a double-digit volume share in that year.Regulation

~~Statista.com~~It ~~latest~~is ~~consumption~~impossible ~~statistics~~to ~~illustrate~~predict ~~that~~what ~~over~~government 25regulation ~~million~~the ~~people~~Company ~~drank~~may ~~tequila~~be insubject ~~the~~to ~~United~~until ~~States~~it ashas ofacquired ~~spring~~an ~~2017~~interest in a business opportunity. The ~~total~~use ~~U.S.~~of ~~consumption~~assets and/or conduct of ~~tequila~~businesses ~~amounted~~which the Company may acquire could subject it to ~~nearly~~environmental, 16public ~~million~~health 9and ~~liter~~safety, ~~cases~~land inuse, ~~2016~~trade, or other governmental regulations and state or local taxation. ~~Broken~~In ~~down~~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 ~~state~~new or start-~~level~~up business activity, ~~California~~it ~~ranked~~may ~~first~~not inbe ~~terms~~possible ofto ~~consumption.~~predict ~~Texas~~with ~~and~~any ~~Florida~~degree ~~rounded~~of ~~off~~accuracy the ~~leading~~impact ~~three~~of ~~consumption~~government ~~states~~regulation.

~~Current~~5 ~~projections~~Table anticipate that the tequila market will continue to grow through at least 2028. Although data as reported by Forbes suggests that the coronavirus ("COVID‐19") outbreak has not negatively impacted the alcoholic beverage industry, the extent of the impact of COVID-19 on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.Contents

Description of Tequila Alebrijes

Tequila Alebrijes brand was first introduced in 2012 and has been sold in Asia, the United States and Europe. The Brand was developed by Autentica Tequilera SA.de CV. located in Tequila Jalisco, Mexico. The Brand was acquired by Human Brands in 2018 and subsequently sold to the Company in September 2018.

The Product

Tequila Alebrijes tequila is produced in Tequila Jalisco, Mexico. Our tequila is produced in three styles: (i) tequila blanco, (ii) tequila reposado, and (iii) tequila añejo. Our product has 40% alcohol percentage.

Previous owners of the brand have sold product in the United States, Asia and Europe through a variety of distributors.

Marketing and Distribution Plans and Strategy

Until, if ever, we are licensed, we intend to retain third party brand managers to import and market our products.

Production and Supplier

The Tequila Alebrijes product is produced by Autentica Tequilera, SA.de.CV (the “Producer”) in Tequila Jalisco, Mexico. The Producer is not affiliated with the Company. In addition to our inventory previously stored at the Producer’s facilities, we have been informed that the Producer has the ability to continue to supply the Company with product as needed.

Other Brands

Tequila Alebrijes is our first brand. Subject to adequate capital, of which there can be no assurance, we intend to attempt to acquire additional distilled spirits brands and non-alcoholic beverage brands and to market and distribute other branded alcoholic and non-alcoholic beverage products.

Competition

The ~~global~~Company ~~distilled~~encounters ~~spirits~~substantial ~~industry,~~competition in ~~general,~~its ~~and~~efforts ~~the~~to ~~tequila~~locate ~~industry~~a ~~specifically~~business ~~is very competitive~~opportunity. The ~~tequila~~primary ~~industry~~competition isfor ~~comprised~~desirable ofinvestments ~~both~~comes ~~major,~~from ~~well~~investment ~~financed~~bankers, ~~participants~~business ~~and~~development ~~smaller~~companies, ~~boutique~~venture ~~type~~capital ~~producers~~partnerships orand ~~brands. We~~corporations, ~~anticipate~~venture ~~that~~capital weaffiliates ~~will~~of ~~compete~~large onindustrial ~~the~~and ~~basis~~financial ofcompanies, ~~product~~small ~~quality,~~business ~~brand~~investment ~~image~~companies, ~~innovation,~~other ~~price~~shell companies, and ~~service~~wealthy inindividuals. ~~response~~Most toof ~~consumer~~these ~~preferences.~~entities ~~Top~~have ~~selling~~significantly ~~tequila~~greater ~~brands~~experience, inresources, and managerial capabilities than the USCompany ~~include~~and ~~Jose~~are ~~Cuervo,~~in ~~Sauza,~~a ~~Patron,~~better ~~Don~~position ~~Julio,~~than Elthe ~~Jimada~~Company ~~and~~to ~~Hernitos.~~obtain access to attractive business opportunities.

We anticipate that in order to expand our portfolio of brands we will focus on partnering with small to mid-size brands as opposed to major companies. We intend to use our capital stock to attempt to acquire other brands or partnership arrangements with other brands. As a result of our limited capital position and our lack of operating history in the beverage industry, we anticipate that it will be difficult to compete with these larger companies in pursuing agency distribution agreements and acquiring brands. We plan to seek acquisitions and other transactions with smaller privately-owned and family-owned brands, offering flexible transaction structures and providing brand owners the option to retain local production and “home” market sales. Given our size relative to our major competitors, most of which have multi-billion dollar operations, we believe that we must have greater focus on smaller brands and tailor transaction structures based on individual brand owner preferences. However, our relative capital position and resources may limit our marketing capabilities, limit our ability to expand into new markets and limit our negotiating ability with our distributors and other parties.Facilities

~~Intellectual~~The ~~Property~~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.

We anticipate that trademarks will be an important aspect of our business. We currently plan to sell products under the Tequila Alebrijes trademark. We anticipate that we will sell products under other trademarks as a product line increase. We plan to either own or license such trademarks.

Protection of our intellectual property is a strategic priority for our business. We currently own one trademark, Tequila Alebrijes. We will rely on a combination of copyright, trademark and trade secret laws, as well as confidentiality agreements, to establish and protect our proprietary rights. We do not rely on third-party licenses of intellectual property for use in our business.

The Tequila Alebrijes trademark was first registered on June 17, 2006 and was assigned to us by Human Brands, on September 13, 2018, pursuant to an assignment filed with the United States Patent and Trademark Office on September 25, 2018.

If our business plan is achieved, of which there can be no assurance, we anticipate that we will acquire other brands and their related trademarks, and other intellectual property.

As of the date of this Form 10-K, we had acquired one registered internet domain name, www.tequilaalebrijes.com.

Regulatory Environment

Federal, state, local, and foreign authorities regulate how we produce, store, transport, distribute, and sell our products. Some countries and local jurisdictions prohibit or restrict the marketing or sale of distilled spirits in whole or in part.

In the United States, at the federal level, the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of the Treasury regulates the spirits and wine industry with respect to the production, blending, bottling, labeling, sales, advertising, and transportation of beverage alcohol. Similar regulatory regimes exist at the state level and in most non-U.S. jurisdictions where we sell our products. In addition, beverage alcohol products are subject to customs duties or excise taxation in many countries, including taxation at the federal, state, and local level in the United States.

Mexican authorities regulate the production and bottling of tequilas; they mandate minimum aging periods for extra añejo (three years), añejo (one year), and reposado (two months) tequilas. Other beverage products that we may eventually become involved with have their own regulatory requirements as to production, labeling and other issues. We intend to comply with all applicable laws and regulations.

Accordingly, in the US we are subject to the jurisdiction of the Federal Alcohol Administration Act, U.S. Customs Laws, Internal Revenue Code of 1986, and the Alcoholic Beverage Control Laws of all fifty states.

The U.S. Treasury Department’s Alcohol and Tobacco Tax and Trade Bureau regulates the production, blending, bottling, sales and advertising and transportation of alcohol products. Also, each state regulates the advertising, promotion, transportation, sale and distribution of alcohol products within its jurisdiction. We are also required to conduct business in the U.S. only with holders of licenses to import, warehouse, transport, distribute and sell spirits.

We are subject to U.S. regulations on the advertising, marketing and sale of beverage alcohol. These regulations range from a complete prohibition of the marketing of alcohol in some countries to restrictions on the advertising style, media and messages used.

Labeling of spirits is also regulated in many markets, varying from health warning labels to importer identification, alcohol strength and other consumer information. All beverage alcohol products sold in the U.S. must include warning statements related to risks of drinking beverage alcohol products.

In the U.S. control states, the state liquor commissions act in place of distributors and decide which products are to be purchased and offered for sale in their respective states. Products are selected for purchase and sale through listing procedures which are generally made available to new products only at periodically scheduled listing interviews. Consumers may purchase products not selected for listings only through special orders, if at all.

The distribution of alcohol-based beverages is also subject to extensive federal and state taxation in the U.S. and internationally. Most foreign countries in which we expect to do business impose excise duties on wines and distilled spirits, although the form of such taxation varies from a simple application on units of alcohol by volume to intricate systems based on the imported or wholesale value of the product. Several countries impose additional import duty on distilled spirits, often discriminating between categories in the rate of such tariffs. Import and excise duties may have a significant effect on our sales, both through reducing the consumption of alcohol and through encouraging consumer switching into lower-taxed categories of alcohol.

We will be subject to import and export laws relating to the US and any country we either intend to sell products or import products for resale.

We will be subject to foreign laws to the extent we operate in foreign markets.

Compliance costs will be a significant factor in our business. At least initially, we plan to use licensed third party Brand Management companies and licensed distributors to manage our brand and market our products.

Funding Strategy

We anticipate that in order to achieve our marketing strategy for our Tequila Alebrijes brand and acquire and market other brands, we will be required to obtain significant capital from equity and debt sources. There can be no assurance that we will be able to obtain adequate additional capital as we need it or, even if it is available, that it will be on terms and conditions that are acceptable and commercially reasonable. We

anticipate that we will issue shares of our capital stock to raise additional capital, to attract third party distribution networks, attempt to acquire interests in other brands and for employee compensation.

Properties

Currently, as we are building our lines of distributions and potentially acquiring other brands, we are operating out of the business office of Mark Scharmann, our president. We do not anticipate that in the foreseeable future we will store products in our own facilities but will arrange for products to be shipped directly from the producer or supplier to ultimate distributor. Accordingly, we do not anticipate that, at least in the foreseeable future, we will be required to obtain warehouse facilities to store products. As our business grows, and as we hire employees and agents, we anticipate that we will require additional office facilities.

Relationship with Human Brands

As described above, we acquired the Tequila Alebrijes brand from Human Brands for $50,000 cash and 3,500,000 shares of our common stock. As a result of such asset acquisition, on the acquisition date Human Brands owned approximately 52.4 % of our then-issued and outstanding shares of common stock. So as not to effect a change in control, Human Brands granted our President, Mark Scharmann, an Irrevocable Proxy to vote 300,000 of its shares of our common stock. We have since issued additional shares of our common stock to other individuals and HBI has transferred 296,154 of its shares to other shareholders, thereby reducing HBI’s ownership percentage to 44% (3,203,846 shares) as of the date of this filing. On May 24, 2019 the Company and proxy holder Mark Scharmann terminated the proxy and such proxy is of no further force or effect. HBI has full voting rights as to the 300,000 shares described in the proxy. No officer, director, shareholder, affiliate or agent of Human Brands is an officer or director of our company.

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.

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 will be many conditions to closing of the Merger Agreement, many of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing of the merger as set out in the Merger Agreement will occur.

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. As described in Notes to the Financial Statements, we have been notified that Auctus Fund, LLC has claimed a default under the promissory note we issued to Auctus in September 2018. Although we are attempting to resolve this issue with Auctus, there can be no assurance that Auctus will not commence a legal proceeding in connection with such claimed default.

ITEM 4 MINE SAFETY DISCLOSURES

Not Applicable.

Table of Contents

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 ~~April~~February 115, ~~2024~~2026, the published closing price was $0.~~2325~~0002 for the Company’s common stock on the OTC Pink Marketplace.

At December 31, ~~2023~~2024, there were ~~approximately~~41 40 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.

Quarter Ending3/31/2022High $1.20 Low $0.54

Quarter Ending	3/31/2023	High	$2.50	Low	$0.43
Quarter Ending	6/30/2023	High	$0.75	Low	$0.25
Quarter Ending	9/30/2023	High	$1.00	Low	$0.36
Quarter Ending	12/31/2023	High	$0.54	Low	$0.16
Quarter Ending	3/31/2024	High	$0.80	Low	$0.16
Quarter Ending	6/30/2024	High	$2.69	Low	$0.23
Quarter Ending	9/30/2024	High	$3.25	Low	$0.12
Quarter Ending	12/31/2024	High	$0.35	Low	$0.13

Quarter Ending 6/30/2022 High $1.30 Low $0.54

Quarter Ending 9/30/2022High $6.00 Low $0.55

Quarter Ending 12/31/2022High $4.75 Low $0.80

Quarter Ending3/31/2023High $2.50 Low $0.43

Quarter Ending 6/30/2023 High $0.75 Low $0.25

Quarter Ending 9/30/2023High $1.00 Low $0.36

Quarter Ending 12/31/2023High $0.54 Low $0.16

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 August 24, 2022, the Company issued 450,000 shares of its Series A Preferred Stock for services rendered to the Company totaling $20,520.

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.

10On 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 ~~2023~~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, ~~2023~~2024 and ~~2022~~2023.

The Report of Independent Registered Public Accounting Firm on the Company’s ~~2023~~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, ~~2023~~2024, the Company had a working capital deficit of $1,~~434~~351,~~561~~289 and a stockholders’ deficit of $1,~~434~~351,~~561~~289. The Company incurred net losses of $~~472~~451,~~518~~328 and $~~286~~472,~~628~~518 for its fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023, 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.

Table of Contents

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, ~~2023~~2024, we had cash of $~~493~~2,377 and a negative working capital of $1,~~434~~351,~~561~~289. This compares with cash of $~~707~~493 and a negative working capital of $1,~~261~~434,~~414~~561 as of December 31, ~~2022~~2023.

Net cash used by operating activities totaled $7065,~~885~~671 for the year-ended December 31, ~~2023~~2024 consisting of a loss from operations of $~~472~~451,~~518~~328, ~~which~~changes ~~was~~in ~~offset~~accounts bypayable ~~loss~~and onaccrued ~~impairment~~interest of ~~intangible asset of~~ $~~275~~172,~~000,~~680 and a ~~change~~decrease in accounts payable ~~and~~– ~~accrued~~related ~~interest~~party of $904,~~498,~~000 awhich ~~decrease~~was inoffset ~~accounts~~by ~~payable~~non-cash ~~– related~~stock ~~party~~based compensation of $1534,~~000,~~600 and a change in accrued interest – related parties of $3727,~~135~~737. This compares with net cash used by operating activities totaling $3846,~~929~~514 for the year-ended December 31, ~~2022~~2023 consisting of a loss from operations of $~~286~~472,~~628~~518 ~~which~~and ~~was~~a ~~offset~~decrease byin aaccounts ~~stock~~payable ~~based~~– ~~compensation~~related party of $201,~~520,~~000 which was offset by loss on impairment of ~~inventory~~intangible asset of $80275,~~404~~000, achanges ~~change~~ in accounts payable and accrued interest of $~~121~~114,~~184~~869, ~~a change in accounts payable – related party of $1,000,~~ and a change in accrued interest – related parties of $2437,~~591~~135.

There were no investing activities for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Net cash provided by financing activities totaled $4667,~~300~~555 for the year-ended December 31, ~~2023~~2024 consisting of proceeds from loans payable - related parties of $3642,~~300~~555 and proceeds from notes payable of $1025,000. This compares with net cash provided by financing activities totaling $3946,~~450~~300 for the year-ended December 31, ~~2022~~2023 consisting of proceeds from loans payable - related parties of $1936,~~450~~300 and proceeds from notes payable of $2010,000.

As described in Notes to the Financial Statements, the ~~lender~~Company ~~under~~and the ~~Secured~~lender ~~Promissory Note has notified us of a claimed default~~ under the ~~Note.~~Secured ~~The~~Promissory Note ~~is secured by all of the assets of the Company. We currently do not~~ have ~~cash~~executed ~~available~~an toamendment ~~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, ~~2023~~2024 or ~~2022~~2023. For the year-ended December 31, ~~2023~~2024, we incurred professional fees of $63608,~~136~~007. For the year-ended December 31, ~~2022~~2023, we incurred professional fees of $7863,~~337~~136. For the year-ended December 31, ~~2023~~2024, we incurred $11,~~994~~325 of administrative expenses compared to $1011,~~077~~994 for the year-ended December 31, ~~2022~~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.

12As 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.

the year-ended December 31, 2023 we recorded an impairment loss on intangible asset of $275,000 and we recorded interest expense of $122,388. 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.

As a result of the foregoing, we incurred a loss of $472,518 for the year-ended December 31, 2023 compared to a loss of $286,628 for the year-ended December 31, 2022. Since incorporation we have accumulated a deficit of $2,428,868.

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, ~~2023~~2024 and ~~2022~~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, ~~2023~~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 ~~evaluation~~management, with the participation of our Chief Executive Officer/Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting ~~includes~~as ~~using~~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. ~~(2013)~~Based on this evaluation, toour ~~identify~~management, with the ~~risks~~participation ~~and~~of ~~control~~our ~~objectives~~Chief ~~related~~Executive toOfficer/Chief ~~the~~Financial ~~evaluation~~Officer concluded that as of ~~our~~December 31, 2024, the Company’s internal control ~~environment~~over financial reporting was not effective.

~~Our~~In ~~management~~conducting ~~conducted~~its an evaluation, ofour ~~the~~Chief ~~effectiveness~~Executive ofOfficer/Chief ~~our~~Financial ~~internal~~Officer ~~control~~identified ~~over~~a ~~financial~~weakness ~~reporting. Based~~in onthe ~~our~~Company’s ~~evaluation~~internal control, ~~management~~which ~~concluded~~arises from the fact that ~~our~~the ~~internal~~Company’s ~~control~~principal ~~over~~executive and principal financial ~~reporting~~officers ~~was~~are ~~ineffective~~the ~~for~~same ~~both~~person, ofwhich ~~our~~does ~~fiscal~~not ~~years~~allow ~~ended~~for ~~December~~segregation ~~31,~~of ~~2023~~duties ~~and~~or ~~December~~provide ~~31,~~oversight ~~2022~~by a board of directors. A ~~material~~The ~~weakness~~Chief inExecutive ~~internal~~Officer/Chief ~~control~~Financial ~~over~~Officer ~~financial~~believes ~~reporting~~the weakness is ~~defined~~mitigated by the ~~Public~~ Company’s ~~Accounting~~status ~~Oversight~~as ~~Board’s~~a ~~Audit~~shell ~~Standard~~company ~~No.~~with 5no assignificant aassets ~~deficiency~~or liabilities, orno business operations, a ~~combination~~limited number of ~~deficiencies~~transactions each year, inand ~~internal~~the ~~control~~preparation ~~over~~of quarterly financial ~~reporting~~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.

there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management has determined that our lack of segregation of duties constitutes a material weakness, as our sole officer, director, and employee is the same person. Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company, or have sufficient resources to hire additional personnel.

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, ~~2023~~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~~	Age	~~Positions Held~~	Positions Held
Mark Scharmann	65	66	~~President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director~~	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director
Doug Morris	68	69	~~Vice President of Corporate Development, Director~~	Vice President of Corporate Development, Director
Thomas Garrison	66	67	~~Director~~	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 ~~co-founder~~seasoned ofentrepreneur, ~~Bio-Path Holdings~~investor, ~~Inc. (“Bio-Path”)~~ and ~~has~~corporate ~~served~~executive aswith aover ~~director~~40 years of ~~Bio-Path~~experience ~~since~~in ~~2007~~mergers and ~~served~~acquisitions, asspecializing anin ~~officer~~emerging ~~from~~growth ~~2007 to June 2014~~companies. ~~Mr.~~Since ~~Morris~~2007, ~~also~~he ~~currently~~has ~~serves as the Director of Investor Relations and the Secretary of Bio-Path. Mr. Morris previously~~ served as a co-founder, ~~Managing Member~~officer, and ~~Secretary~~director of ~~nCAP~~Bio-Path Holdings, ~~LLC~~Inc. (~~nCAP~~OTC Market: BPTH), a ~~privately~~publicly ~~held technology based company from September 2013 to January 2016. Between 1993 and 2010~~traded, ~~Mr.~~oncology-focused ~~Morris~~biotechnology ~~was an officer and director of Celtic Investment, Inc., a financial services~~ company. ~~Mr.~~Bio-Path ~~Morris~~leverages ~~owned~~its ~~and~~proprietary ~~operated~~DNAbilize® ~~Hyacinth~~platform ~~Resources,~~technology ~~LLC~~to ~~(“Hyacinth”),~~deliver aDNA ~~business-consulting~~therapeutics ~~firm,~~directly ~~from~~into ~~1990~~the ~~until~~inner ~~September~~cell ~~2018,~~ and is ~~also~~currently aconducting ~~Managing~~multi-faceted ~~Member~~human ofclinical ~~Sycamore~~trials ~~Ventures,~~utilizing ~~LLC,~~this ainnovative ~~privately held consulting firm~~approach. ~~Mr. Morris has a B.A. from Brigham Young University, and attended the University of Southern California Master’s program in public administration.~~

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.

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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.

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~~	Annual Compensation			~~Long-Term 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 ($)
Name andPrincipal Position		Year		Salary ($)				Bonus		Other Annual Compensation ($)		Restricted Stock Awards ($)		Securities Underlying Options (#)		LTIP Payouts ($)		All Other Compensation ($)
Mark A. Scharmann	~~2022~~	-2023	-	-	-	-	-	-	-		-		-		-		-		-
Officer and Director	~~2023~~	-2024	-	-	-	-	-	-	-		-		-		-		-		-
Doug Morris	~~2022~~	-2023	-	-	-	-	-	-	-		-		-		-		-		-
Officer and Director	~~2023~~	-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, ~~2023~~2024 and ~~2022~~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, ~~2023~~2024 and ~~2022~~2023. No compensation is anticipated within the next six months to any officer or director of the Company.

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Stock Option Grants

The Company has not granted any stock options to the executive officers during the most recent fiscal period ended December 31, ~~2023~~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, ~~2023~~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~~	Name and Title of Beneficial Owner of Shares	~~Amount of Beneficial Ownership~~	Amount of Beneficial Ownership		%	%
Common	~~Mark A. Scharmann, President and Director~~	Mark A. Scharmann, President and Director		~~3,061,553~~	3,061,553		~~40.83~~	%40.83	%
Common	~~Thomas Garrison, Director (1)~~	Doug Morris, Vice President of Corporate Development and Director		~~61,553~~	-0-		~~0.82~~	%-0-	%
Common	~~Human Brands International, Inc.~~	Thomas Garrison, Director (1)		~~3,203,846~~	61,553		~~42.73~~	%0.82	%
	All Directors and Officers as a group			3,123,106			41.65	%
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, ~~2023~~2024, related parties of the Company loaned a total of $3642,~~300~~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, ~~2022~~2024 interest in the amount of $914,000 was paid on these loans. The balance due to these related parties was $~~326~~369,~~675~~230 plus accrued interest of $~~164~~192,~~819~~555 as of December 31, ~~2023~~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, ~~2023~~2024 and ~~2022~~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,
	2023		2022
	2024		2023
Auditor Fees	$	~~12,000~~500	$	1412,~~069~~000
Audit-Related Fees		-		-
Tax Fees		-		~~2,800~~-
All Other Fees		-		-
Total	$	~~12,000~~500	$	1612,~~869~~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.

~~During~~12 ~~the~~Table ~~fiscal~~of ~~years ended December 31, 2023 and 2022, fees for services provided by our independent auditing firm, L J Soldinger Associates, LLC were as follows:~~Contents

	Year Ended
	December 31,
	2023		2022
Auditor Fees	$	3,000	$	-
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	3,000	$	-

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.

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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.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1.	Financial Statements
		Page
Report of Independent Registered Public Accounting Firm L J Soldinger Associates, LLC (PCAOB ID 318)		F-1
Report of Independent Registered Public Accounting Firm Heaton & Company, PLLC dba Pinnacle Accountancy Group of Utah (PCAOB ID 6117)		F-3
Balance Sheets		F-5
Statements of Operations		F-6
Statements of Stockholders' Deficit		F-7
Statements of Cash Flows		F-8
Notes to Financial Statements		F-9-14

(a)

The following documents have been filed as a part of this Annual Report on Form 10-K.

Financial Statements

			Page
Report of Independent Registered Public Accounting Firm L J Soldinger Associates, LLC (PCAOB ID 318)			F-1
Balance Sheets			F-2
Statements of Operations			F-3
Statements of Stockholders' Deficit			F-4
Statements of Cash Flows			F-5
Notes to Financial Statements			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.

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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
ExhibitNumber	SEC Reference Number	Title of Document	Location
3.1	3	Articles of Incorporation	Incorporated by Reference(1)
3.2	3	Bylaws	Incorporated by Reference(1)
31.1	31	Section 302 Certification of Chief Executive and Chief Financial Officer	This Filing
32.1	32	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.

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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: April 16, 2024

	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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~andStockholders of Spirits Time International, Inc.~~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 ~~year~~years ~~than~~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 ~~year~~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 $~~472~~451,~~518~~328 during the current year and an accumulated deficit of approximately $2,~~428~~880,~~868~~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.

F-1

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 2024. Deer Park, IL April 16, 2024~~

~~F-2~~We have served as the Company’s auditor since 2023.

~~REPORT~~Deer OFPark, ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~IL

ToFebruary ~~the~~12, ~~Board of Directors and Stockholders~~2026

~~Spirits~~F-1 ~~Time~~Table ~~International,~~of ~~Inc.~~Contents

Ogden, UT

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Spirits Time International, Inc. (the Company) as of December 31, 2022, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year 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, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of 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. The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 4. 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 audit. 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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern – Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. The Company has contractual obligations such as commitments for repayments of accounts and notes payable and accrued interest (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their intent to meet the obligations through management of expenditures, obtaining additional financing through loans from related and unrelated parties, and private placements of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through related and unrelated party loans.

F-3

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments surrounding the Company’s intent to effectively implement its plans and provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining that the Company’s ability and intent to effectively implement its plans include its ability and intent to manage expenditures, access funding from the capital market, and obtain loans from related and unrelated parties. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others evaluating the Company’s ability and intent to: (i) access funding from the capital market; (ii) manage expenditures, and (iii) obtain loans from related and unrelated parties.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Co., PLLC)

Farmington, Utah

April 17, 2023

F-4

SPIRITS TIME INTERNATIONAL, INC.
Balance Sheets
			December 31,	December 31,
			2023	2022
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$493	$707
		Total Current Assets	493	707
OTHER ASSETS
	Intangible assets		-	275,000
		TOTAL ASSETS	$493	$275,707
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$207,775	$178,409
	Accounts payable - related party		9,500	10,500
	Accrued interest		351,285	290,153
	Accrued interest - related parties		164,819	127,684
	Loans payable - related parties		271,675	235,375
	Convertible notes payable - related parties		55,000	55,000
	Convertible note payable		290,000	290,000
	Notes payable		85,000	75,000
		Total Current Liabilities	1,435,054	1,262,121
		TOTAL LIABILITIES	1,435,054	1,262,121
COMMITMENTS AND CONTINGENCIES (NOTE 10)			-	-
STOCKHOLDERS' DEFICIT
	Preferred stock, $0.001 par value; 20,000,000 shares authorized Preferred stock designated, Series A, $0.001 par value, 1,000,000 shares authorized, 450,000 shares issued and outstanding		450	450
	Preferred stock designated, Series D, $0.001 par value, 50,000 shares authorized, 5,000 shares issued and outstanding		5	5
	Common stock, $0.001 par value; 140,000,000 shares authorized, 7,498,305 and 7,361,005 shares issued and outstanding, respectively		7,498	7,361
	Additional paid-in capital		986,354	962,120
	Accumulated deficit		(2,428,868)	(1,956,350)
		Total Stockholders' Deficit	(1,434,561)	(986,414)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$493	$275,707
The accompanying notes are an integral part of these audited financial statements.

F-1

SPIRITS TIME INTERNATIONAL, INC.
Statements of Operations
			For the Years Ended
			December 31,
			2023	2022
NET REVENUES			$-	$-
OPERATING EXPENSES
	Professional fees		63,136	78,337
	Selling, general and administrative		11,994	10,077
		Total Operating Expenses	75,130	88,414
LOSS FROM OPERATIONS			(75,130)	(88,414)
OTHER INCOME (EXPENSES)
	Impairment loss on prepaid inventory		-	(80,404)
	Impairment loss on intangible asset		(275,000)	-
	Interest expense		(122,388)	(117,810)
		Total Other Income (Expenses)	(397,388)	(198,214)
LOSS BEFORE INCOME TAXES			(472,518)	(286,628)
PROVISION FOR INCOME TAXES			-	-
NET LOSS			$(472,518)	$(286,628)
NET LOSS PER SHARE - BASIC AND DILUTED			$(0.06)	$(0.04)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED			7,394,107	7,361,005
The accompanying notes are an integral part of these audited financial statements.

F-2

SPIRITS TIME INTERNATIONAL, INC.
Statements of Stockholders' Deficit
For the Years ended December 31, 2023 and 2022
							Additional		Total
	Preferred Stock A		Preferred Stock D		Common Stock		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Deficit
Balance, January 1, 2022	-	$-	5,000	$5	7,361,005	$7,361	$942,050	$(1,669,722)	$ (720,306)
Preferred stock issued for services	450,000	450	-	-	-	-	20,070	-	20,520
Net loss for the year ended
December 31, 2022	-	-	-	-	-	-	-	(286,628)	(286,628)
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)
The accompanying notes are an integral part of these audited financial statements.

F-3

SPIRITS TIME INTERNATIONAL, INC.
Statements of Cash Flows
			For the Years Ended
			December 31,
			2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$(472,518)	$(286,628)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Stock based compensation		-	20,520
	Impairment loss on inventory		-	80,404
	Impairment loss on intangible asset		275,000	-
Changes in operating assets and liabilities:
	Accounts payable and accrued interest		90,498	121,184
	Accounts payable - related party		(1,000)	1,000
	Accrued interest - related parties		37,135	24,591
		Net Cash Used by Operating Activities	(70,885)	(38,929)
CASH FLOWS FROM INVESTING ACTIVITIES			-	-
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from notes payable		10,000	20,000
	Proceeds from loans payable - related parties		36,300	19,450
		Net Cash Provided by Financing Activities	46,300	39,450
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(214)	521
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			707	186
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$493	$707
SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$-	$9,000
	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-4

SPIRITS TIME INTERNATIONAL, INC.

Balance Sheets

	December 31,			December 31,
	2024			2023

ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	2,377		$	493

TOTAL ASSETS	$	2,377		$	493

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable	$	244,835		$	207,775
Accounts payable - related party		5,500			9,500
Accrued interest		141,545			351,285
Accrued interest - related parties		192,556			164,819
Loans payable - related parties		314,230			271,675
Convertible notes payable - related parties		55,000			55,000
Convertible note payable		290,000			290,000
Notes payable		110,000			85,000

Total Current Liabilities		1,353,666			1,435,054

TOTAL LIABILITIES		1,353,666			1,435,054

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 20,000,000 shares authorized Preferred stock designated, Series A, $0.001 par value, 1,000,000 shares authorized, 650,000 and 450,000 shares issued and outstanding, respectively		650			450
Preferred stock designated, Series D, $0.001 par value, 50,000 shares authorized, 5,000 shares issued and outstanding		5			5
Common stock, $0.001 par value; 140,000,000 shares authorized, 7,498,305 shares issued and outstanding		7,498			7,498
Additional paid-in capital		1,520,754			986,354
Accumulated deficit		(2,880,196	)		(2,428,868	)

Total Stockholders' Deficit		(1,351,289	)		(1,434,561	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,377		$	493

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, ~~2023~~2024 and ~~2022~~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, 2023 and 2022, the Company had warrants outstanding that were exercisable into -0- and 264,084 shares of common stock, respectively, and convertible debt outstanding that is convertible into 7,974,315 and 1,194,633 shares of common stock, respectively. The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses.

Year Ended	Loss (Numerator)	Shares (Denominator)	Per Share Amount
December 31, 2023	$ (472,518)	7,498,305	$ (0.06)
December 31, 2022	$ (286,628)	7,361,005	$ (0.04)

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, ~~2023~~2024 and ~~2022~~2023.

Long-lived Assets - The Company’s records long lived assets ~~are recorded~~ at ~~its~~ 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, ~~2023~~2024 and ~~2022~~2023, the Company has no cash in excess of insured limits.

~~Revenue Recognition~~ F-6 ~~The~~Table ~~Company~~of ~~will determine its revenue recognition policy in accordance with ASC 606 “Revenue from Contracts with Customers” when it commences revenue-generating operations.~~ Contents

F-5

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Financial Statements

December 31, ~~2023~~2024 and ~~2022~~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.

~~Inventory~~Intangibles - ~~Inventory~~The ~~consists~~Company ofaccounts ~~bottled~~for ~~tequila~~intangible ~~acquired~~assets in ~~the~~accordance ~~acquisition~~with ofASC ~~the~~350 ~~Tequila~~“Intangibles-Goodwill ~~Alebrijes~~and ~~products~~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, ~~and~~2023, isthe ~~held~~company bydid aan ~~third-party~~impairment ~~tequila~~analysis ~~production~~of ~~warehouse~~the value of the above brand which resulted in ~~Tequila~~the ~~Jalisco~~carrying value of $275,000 ~~Mexico~~being impaired at the end of the year. ~~Inventory~~The cost of intangible assets with determinable useful lives is ~~stated~~amortized atto ~~lower~~reflect the pattern of ~~cost~~economic benefits consumed, either on a straight-line or ~~net~~accelerated ~~realizable~~basis ~~value~~over the estimated periods benefited. Patents, technology and other intangibles with ~~cost~~contractual ~~being~~terms ~~determined~~are ongenerally ~~the~~amortized ~~first-~~over their respective legal or contractual lives. When certain events or changes in operating conditions occur, ~~first-out~~an ~~(“FIFO”)~~impairment ~~method~~assessment is performed and lives of intangible assets with determinable lives may be adjusted. For the year ended December 31, ~~2022~~2023 we recorded an impairment loss of $80275,~~404~~000. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company had ~~finished~~intangible ~~goods~~assets ~~inventory~~of ~~on-hand totaling~~ $0.

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, 2022, the company’s intangible asset of $275,000 represented the carrying value of its Tequila Alebrijes brand. 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, 2023 and 2022, the Company had intangible assets of $0 and $275,000, respectively.

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, ~~2023~~2024 and ~~2022~~2023:

	2023		2022
		2024			2023
Deferred tax assets:
NOL Carryover	~~$505,000~~	$	~~$406~~488,000		$	505,000
Valuation allowance	~~(505,000)~~		(~~406~~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, ~~2023~~2024 and ~~2022~~2023 due to the following:

	2023		2022
		2024			2023
Current Federal Tax (21%)	~~$ 99,000~~	$	~~$ 62~~(17,000	)	$	99,000
Stock compensation	-		(4,000)
Change in valuation allowance			17,000			(99,000	)
Change in valuation allowance	(99,000)		(58,000)
	$ -		$ -

At December 31, ~~2023~~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-67 Table of Contents

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Financial Statements

December 31, ~~2023~~2024 and ~~2022~~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, ~~2023~~2024 and ~~2022~~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, ~~2023~~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.

In addition, the extent of the impact of the coronavirus ("COVID‐19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

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, ~~2023~~2024 and ~~2022~~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, ~~2023~~2024 and ~~2022~~2023, these related parties loaned a total of $3642,~~300~~555 and $1936,~~450~~300, respectively, to the Company. Also, during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the loans incurred interest expense totaling $3035,~~535~~137 and $2630,~~991~~535, respectively, and interest in the amount of $~~-0-~~14,000 and $9-0-,~~000,~~ respectively, was paid. As of December 31, ~~2023~~2024 and ~~2022~~2023, the balance due to these related parties for these loans was principal of $~~271~~314,~~675~~230 and $~~235~~271,~~375~~675, respectively, and accrued interest of $~~110~~131,~~338~~474 and $79110,~~803~~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, ~~2023~~2024 and ~~2022~~2023 which is included in the selling, general and administrative expenses on the statements of operations. During the years ended December 31, ~~2023~~2024 and ~~2022~~2023 the Company paid $710,000 and $57,000 respectively. The amounts payable as of December 31, ~~2023~~2024 and ~~2022~~2023 were $95,500 and $109,500 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, ~~2023~~2024 and ~~2022~~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-78 Table of Contents

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Financial Statements

December 31, ~~2023~~2024 and ~~2022~~2023

and 2022, the balance due to these related parties for these Notes was principal of $55,000, and accrued interest of $54,481 and $47,881, respectively. (See Note 7)

On August 24, 2022, the Company issued 300,000 shares of Preferred Series A stock to directors of the Company for review of potential business opportunities.

On August 24, 2022, the Company issued 50,000 shares of Preferred Series A stock to an unaffiliated individual for review of potential business opportunities. On October 11, 2022 this unaffiliated individual was appointed as a director of the Company.

NOTE 6 – CONVERTIBLE PROMISSORY NOTES

The Company has a collateralized convertible debt obligation with an unaffiliated entity outstanding at December 31, ~~2023~~2024 and ~~2022~~2023 as follows:

Note (A)	Principal		~~Less Debt Discount~~	~~Plus~~Less ~~Premium~~Debt Discount		~~Net Note Balance~~	~~Accrued~~Plus ~~Interest~~Premium		Net Note Balance		Accrued Interest
December 31, 2023	$290,000(1)		$-	$-		$290,000	$319,918
December 31, 2024	$	290,000	(1)	$	-		$	-	$	290,000	$	98,903
December 31, 2022	$290,000(1)		$-	$-		$290,000	$267,410
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, ~~2023~~2024 and ~~2022~~2023, the Company’s assets consisted of cash and equivalents of $~~493~~2,376 and $~~707~~493 (respectively)~~, and intangible assets~~. ~~The carrying value of this intangible asset was $0 and $275,000 for 2023 and 2022, 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 iswas 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 ~~12/~~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, 2023	December 31, 2022
Loans payable to related parties, interest at 12% per annum, due on demand	$271,675	$235,375
Convertible notes payable to related parties, interest at 12% per annum, due on March 7, 2015 (in default), convertible into common stock at $1.00 per share	55,000	55,000
Total Convertible Notes and Loans Payable – Related Parties	326,675	290,375
Less: Current Portion	(326,675)	(290,375)
Long-Term Convertible Notes and Loans Payable – Related Parties	$-	$-

Convertible notes and loans payable – related parties consisted of the following:

Accrued interest on the convertible notes and loans payable, related parties was $164,819 and $127,684 at December 31, 2023 and 2022, respectively. The Company did not record beneficial conversion feature elements on the related party convertible debt due to the conversion rate of $1.00 per share being greater than the fair market value of the underlying shares on the date of issuance.

	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-89 Table of Contents

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Financial Statements

December 31, ~~2023~~2024 and ~~2022~~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:

		December 31, 2023		December 31, 2022
		December 31, 2024			December 31, 2023
Note payable to an unrelated individual, interest at 12% per annum, issued August 1, 2018 due November 15, 2018 (in default), unsecured	$	~~10,000~~$	$10,000	~~10,000~~	$	10,000
Note payable to an unrelated individual, interest at 12% per annum, issued December 31, 2018 due December 31, 2019 (in default), unsecured		~~30,000~~	30,000	~~30,000~~		30,000
Note payable to an unrelated individual, interest at 12% per annum, issued May 1, 2020 due May 1, 2021 (in default), unsecured		~~5,000~~	5,000	~~5,000~~		5,000
Note payable to an unrelated individual, interest at 10% per annum, issued January 20, 2021 due January 20, 2022 (in default), unsecured		~~10,000~~	10,000	~~10,000~~		10,000
Note payable to an unrelated individual, interest at 8% per annum, issued March 18, 2022 due March 18, 2023 (in default), unsecured		~~10,000~~	10,000	~~10,000~~		10,000
Note payable to an unrelated entity, interest at 8% per annum, issued April 20, 2022 due April 20, 2023 (in default), unsecured		~~10,000~~	10,000	~~10,000~~		10,000
Note payable to an unrelated entity, interest at 10% per annum, issued April 18, 2023 due April 18, 2024, unsecured		8,000		-
Note payable to an unrelated entity, interest at 10% per annum, issued April 18, 2023 due April 18, 2024 (in default), unsecured			8,000			8,000
Note payable to an unrelated entity, interest at 10% per annum, issued September 11, 2023 due September 11, 2024, unsecured		2,000		-
Note payable to an unrelated entity, interest at 10% per annum, issued September 11, 2023 due September 11, 2024 (in default), unsecured			2,000			2,000
Total Notes Payable		85,000		75,000
Note payable to an unrelated entity, interest at 10% per annum, issued February 2, 2024, due February 2, 2025, unsecured			25,000			-
Less: Current Portion		(85,000)		(75,000)
Total Notes Payable			110,000			85,000
Long-Term Notes Payable	$	-	$	-
Less: Current Portion			(110,000	)		(85,000	)
Long-Term Notes Payable		$	-		$	-

Accrued interest and interest expense for these Notes as of and for the year ended December 31, ~~2023~~2024 totaled $3142,~~367~~642 and $811,~~624~~275, respectively. Accrued interest and interest expense for these Notes as of and for the year ended December 31, ~~2022~~2023 totaled $2231,~~743~~367 and $78,~~590~~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). The demand letter further stated that as a result of such breaches and the default remedy provisions of Note (A) set forth therein, as of April 25, 2019, the Company, owed the noteholder at least $490,767 calculated as follows:

~~Outstanding~~We ~~principal~~communicated ofwith ~~$300,000~~the +noteholder ~~accrued~~regarding ~~interest~~these ofmatters ~~$12,178~~and +were ~~$15~~under advisement from our legal counsel that,~~000~~ ~~liquidated~~although ~~damages~~we ~~relating~~had ~~back~~defaulted toon Note (A)’s ~~issuance~~and ~~date~~as ~~for~~such ~~breach~~are ofaccruing ~~Section~~the ~~3.1~~default +interest 50of 24% ~~liquidated~~as ~~damages~~stated ofwithin ~~$163~~Note (A),~~589~~ ~~for~~we ~~default~~are ~~under~~not ~~Sections~~otherwise ~~other~~in ~~than~~breach ~~Section~~of 3Note (A).2.

WeOn ~~have~~April ~~communicated~~16, ~~with~~2024, the ~~noteholder~~parties ~~regarding~~completed ~~these~~execution ~~matters~~of ~~and~~an ~~are~~amendment ~~under~~to ~~advisement~~the ~~from~~convertible ~~our~~promissory ~~legal~~Note ~~counsel~~(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, ~~although~~the wetotal ~~have~~outstanding ~~defaulted~~amount onunder the Note ~~(A)~~was $339,023.00, consisting of $290,000.00 of principal and as$49,023.00 ~~such~~of ~~are~~accrued ~~accruing~~interest. The Parties also stipulated that beginning on the ~~default~~Effective Date, the monthly interest rate on the outstanding principal amount of ~~24%~~the asNote ~~stated~~would ~~within~~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 (Aas defined in the Amendment), weconsummated ~~are~~by ~~not~~the ~~otherwise~~Company inafter ~~breach~~the ofEffective ~~Note~~Date (Athe “Exchange”). We ~~are~~The ~~unable~~Exchange toshall ~~predict~~occur ~~whether~~on wethe ~~will~~date bethat ~~able~~the toCompany ~~enter~~consummates ~~into~~its anext ~~workable~~“Qualified ~~resolution~~Offering” ~~with~~defined as an offering where the ~~noteholder. If~~Company ~~not~~raises $3,000,000 in subscriptions from the ~~noteholder~~sale ~~could~~of ~~commence~~its ~~collection~~equity ~~action~~securities. ~~against~~Auctus would then receive an amount of the ~~Company~~securities ~~and~~in ~~seek~~the Qualified Offering equal to ~~foreclose~~the onamount ~~our~~that ~~assets~~would ~~and~~have ~~seek~~been ~~other~~received ~~remedies. We~~if ~~and~~the ~~our~~Auctus ~~legal~~had ~~counsel~~subscribed ~~believe~~to the ~~likelihood~~Qualified Offering for an amount equal to the total outstanding amount under the Note as of ~~this~~time ~~action~~of isthe ~~remote,~~conversion. ~~and~~The ~~therefore~~shares ~~have~~are ~~not~~to ~~accrued~~be ~~for~~issued ~~any~~to ~~potential~~Auctus ~~damages~~pursuant atto ~~December~~an 31exemption from registration under Section 3(a)(9) of the Securities Act, ~~2023~~as amended.

~~NOTE~~ F-10 ~~– EQUITY~~Table ~~TRANSACTIONS~~of Contents

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 and 7,361,005 common shares issued and outstanding at December 31, 2023 and 2022, respectively.

F-9

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Financial Statements

December 31, ~~2023~~2024 and ~~2022~~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 ~~August~~April 2417, ~~2022~~2024, the Company issued ~~450~~200,000 shares of ~~its~~Preferred Series A ~~Preferred~~stock ~~Stock~~to unaffiliated individuals for services rendered to the Company. The shares were valued at $20534,~~520~~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, ~~2022~~2024. The Company had ~~450~~650,000 shares of Series A Preferred issued and outstanding at December 31, ~~2023~~2024 and 450,000 shares outstanding at December 31, ~~2022~~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, ~~2023~~2024 and December 31, ~~2022~~2023.

NOTE 11 – SUBSEQUENT EVENTS

~~The~~During the second quarter of 2025 the Company ~~has~~issued ~~evaluated~~two ~~subsequent~~promissory ~~events~~notes ~~for~~in the ~~period~~aggregate ofprincipal ~~December~~amount 31of $4,000 ~~2023~~to ~~through~~two ~~the~~unaffiliated ~~date~~lenders. ~~the~~The ~~financial~~Notes ~~statements~~are ~~were~~due ~~issued~~two ~~and~~years ~~concluded~~from ~~there~~the ~~were~~date noof ~~items~~receipt ~~that~~of ~~required~~the ~~recognition~~principal orsums ~~disclosure~~and incarry ~~its~~an ~~financial~~interest ~~statements~~rate of 10% per annum.

~~F-10~~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

Filing Compare · SPIRITS TIME INTERNATIONAL, INC.