Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 0-25053 | ||
Entity Registrant Name | THEGLOBE COM INC | ||
Entity Tax Identification Number | 14-1782422 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 14643 DALLAS PARKWAY, SUITE 650 | ||
Entity Address, City or Town | DALLAS | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 214 | ||
Local Phone Number | 369-5695 | ||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Trading Symbol | tglo | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 12,222,179 | ||
Entity Common Stock, Shares Outstanding | 441,480,473 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | West Palm Beach, Florida | ||
Entity Central Index Key | 0001066684 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 6,771 | $ 6,374 |
Total current assets | 6,771 | 6,374 |
Current Liabilities: | ||
Accounts payable | 2,000 | 36,773 |
Accrued expenses and other current liabilities | 24,367 | 24,850 |
Accrued interest due to related party | 206,172 | 141,875 |
Notes payable due to related party | 861,000 | 705,000 |
Total current liabilities | 1,093,539 | 908,498 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 441,480,473 shares issued at December 31, 2022 and December 31, 2021 | 441,480 | 441,480 |
Preferred stock, $0.001 par value; 3,000,000 shares authorized; 0 shares issued at December 31, 2022 and 2021 | ||
Additional paid in capital | 296,594,042 | 296,594,042 |
Accumulated deficit | (298,122,290) | (297,937,646) |
Total stockholders' deficit | (1,086,768) | (902,124) |
Total liabilities and stockholders' deficit | $ 6,771 | $ 6,374 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 441,480,473 | 441,480,473 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STATEMENTS OF OPERATIONS | ||
Net Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
General and administrative | 120,348 | 141,873 |
Total Operating Expenses | 120,348 | 141,873 |
Operating Loss | (120,348) | (141,873) |
Related party interest expense | (64,296) | (52,974) |
Loss from Operations Before Income Taxes | (184,644) | (194,847) |
Income Taxes | 0 | 0 |
Loss from Operations | (184,644) | (194,847) |
Net Loss | $ (184,644) | $ (194,847) |
Loss Per Share: | ||
Continuing Operations, Basic | $ 0 | $ 0 |
Continuing Operations, Diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding - Basic | 441,480,473 | 441,480,473 |
Weighted Average Common Shares Outstanding - Diluted | 441,480,473 | 441,480,473 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 441,480 | $ 294,594,042 | $ (297,742,799) | $ (707,277) |
Balance (in shares) at Dec. 31, 2020 | 441,480,473 | |||
Net Loss | (194,847) | (194,847) | ||
Balance at Dec. 31, 2021 | $ 441,480 | 296,594,042 | (297,937,646) | (902,124) |
Balance (in shares) at Dec. 31, 2021 | 441,480,473 | |||
Net Loss | (184,644) | (184,644) | ||
Balance at Dec. 31, 2022 | $ 441,480 | $ 296,594,042 | $ (298,122,290) | $ (1,086,768) |
Balance (in shares) at Dec. 31, 2022 | 441,480,473 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (184,644) | $ (194,847) |
Changes in operating assets and liabilities: | ||
Accounts payable | (34,773) | 34,773 |
Accrued expenses and other current liabilities | (483) | 850 |
Accrued interest due to related party | 64,297 | 52,974 |
Net cash flows used in operating activities | (155,603) | (106,250) |
Cash Flows from Financing Activities: | ||
Borrowings on Notes Payable | 156,000 | 105,000 |
Net cash flows from financing activities | 156,000 | 105,000 |
Net change in cash | 397 | (1,250) |
Cash at beginning of period | 6,374 | 7,624 |
Cash at end of period | $ 6,771 | $ 6,374 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF THE COMPANY theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets. On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our common stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock. As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of December 31, 2022, as reflected in our accompanying Balance Sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. FAIR VALUE OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification Topic on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its financial instruments. The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, are a reasonable estimate of their fair values at December 31, 2022 and 2021, respectively, due to their short maturities. STOCK-BASED COMPENSATION The Company estimates the fair value of each stock option at the grant date by using the Black Scholes option-pricing model using the following assumptions: no dividend yield; a risk-free interest rate based on the U.S. Treasury yield in effect at the time of grant; an expected option life based on historical and expected exercise behavior; and expected volatility based on the historical volatility of the Company’s stock price, over a time period that is consistent with the expected life of the option. The portion of the value that is ultimately expected to vest is recognized as expense over the service period. INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the tax change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. NET INCOME PER COMMON SHARE The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. There were no potentially dilutive securities and common stock equivalents for the years ended December 31, 2022 and 2021. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | (2) LIQUIDITY AND GOING CONCERN CONSIDERATIONS The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, for the reasons described below, Company management does not believe that cash on hand and cash flow generated internally by the Company will be adequate to fund its limited overhead and other cash requirements over the next twelve months. These reasons raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Delfin, the Company's majority stockholder, has continued to fund the Company through loans to the Company (see Note 3). At December 31, 2022, the Company had a net working capital deficit of approximately $1,087,000. This deficit included accrued expenses of approximately $ 25 MANAGEMENT PLANS Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | (3) DEBT In March 2018, the Company executed a Promissory Note with Delfin, which was amended and restated in May 2018 to $150,000, in November 2018 to $350,000, in June 2019 to $465,000, in November 2019 to $554,100, in August 2020 to $600,000, in February 2021 to $637,500, in June 2021 to $675,000, in October 2021 to $705,000,in January 2022 to $750,000, in April 2022 to $791, 000, in June 2022 to $826,000, in September 2022 to $861,000 and then again on December 23, 2022 to increase the principal amount up to $906,000 to pay certain accrued expenses, accounts payable and to allow the Company to have working capital. The additional principal amounts associated with the December 23, 2022 note amendment were received on January 4, 2023. Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable. The Promissory Note is due upon demand. It may be prepaid in whole or in any part at any time prior to demand. Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | (4) INCOME TAXES The provision (benefit) for income taxes is summarized as follows: Year Ended December 31, 2022 2021 Continuing operations $ — $ — $ — $ — The provision (benefit) for income taxes attributable to continuing operations was as follows: Year Ended December 31, 2022 2021 Current: $ — $ — Federal — — State $ — $ — Deferred: $ — $ — Federal — — State $ — $ — Provision for income taxes $ — $ — The following is a reconciliation of the federal income tax provision at the federal statutory rate to the Company’s tax provision attributable to continuing operations: Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 4.74 Change in valuation allowance (25.74) (25.74) Effective tax rate 0.00 % 0.00 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented below. Year Ended December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 274,000 $ 226,000 Issuance of warrants 982,000 982,000 Accrued expenses 29,000 29,000 Depreciation and amortization 10,000 10,000 Total gross deferred tax assets 1,295,000 1,247,000 Less: valuation allowance (1,295,000) (1,247,000) Total net deferred tax assets $ — $ — Because of the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a 100% valuation allowance. The valuation allowance for net deferred tax assets was $1,295,000 and $1,247,000 as of December 31, 2022 and 2021, respectively. The net change in the total valuation allowance was $(48,000) and $(50,000) for the years ended December 31, 2022 and 2021, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At December 31, 2022, the Company had net operating loss carryforwards available for U.S. tax purposes of approximately $1,063,000, which will carry forward indefinitely. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | (5) RELATED PARTY TRANSACTIONS Under terms of the debt with its majority stockholder (See Note 3), the Company recorded accrued interest of approximately $206,000 and $142,000 as of December 31, 2022 and 2021, respectively and interest expense of approximately $64,000 and $53,000 for the years ended December 31, 2022 and 2021, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | (6) SUBSEQUENT EVENTS The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-K. The Company’s management is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its financial statements, with the exceptional of additional funding received from Delfin of $45,000 on January 4, 2023. The Amended and Restated promissory note are attached as an exhibit. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
DESCRIPTION OF THE COMPANY | DESCRIPTION OF THE COMPANY theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets. On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our common stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock. As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of December 31, 2022, as reflected in our accompanying Balance Sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification Topic on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its financial instruments. The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, are a reasonable estimate of their fair values at December 31, 2022 and 2021, respectively, due to their short maturities. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company estimates the fair value of each stock option at the grant date by using the Black Scholes option-pricing model using the following assumptions: no dividend yield; a risk-free interest rate based on the U.S. Treasury yield in effect at the time of grant; an expected option life based on historical and expected exercise behavior; and expected volatility based on the historical volatility of the Company’s stock price, over a time period that is consistent with the expected life of the option. The portion of the value that is ultimately expected to vest is recognized as expense over the service period. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the tax change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. There were no potentially dilutive securities and common stock equivalents for the years ended December 31, 2022 and 2021. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of provision (benefit) for income taxes | Year Ended December 31, 2022 2021 Continuing operations $ — $ — $ — $ — |
Schedule of provision (benefit) for income taxes attributable to continuing operations | Year Ended December 31, 2022 2021 Current: $ — $ — Federal — — State $ — $ — Deferred: $ — $ — Federal — — State $ — $ — Provision for income taxes $ — $ — |
Schedule of reconciliation of federal statutory rate to the Company's tax provision attributable to continuing operations | Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 4.74 Change in valuation allowance (25.74) (25.74) Effective tax rate 0.00 % 0.00 % |
Schedule of temporary differences that gives rise to deferred tax assets and deferred tax liabilities | Year Ended December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 274,000 $ 226,000 Issuance of warrants 982,000 982,000 Accrued expenses 29,000 29,000 Depreciation and amortization 10,000 10,000 Total gross deferred tax assets 1,295,000 1,247,000 Less: valuation allowance (1,295,000) (1,247,000) Total net deferred tax assets $ — $ — |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares | 12 Months Ended | ||
Dec. 20, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Fair value assumption for stock options, dividend yield (as a percent) | 0% | ||
Potentially dilutive securities | 0 | 0 | |
Delfin Midstream LLC | |||
Significant Accounting Policies | |||
Purchase of shares of common stock | 312,825,952 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Percentage of common stock | 70.90% |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | ||
Working capital deficit, net | $ 1,087,000 | |
Accrued expenses and other current liabilities | 24,367 | $ 24,850 |
Accounts payable, current | 2,000 | $ 36,773 |
Revolving credit facility, principal and accrued interest | $ 1,067,000 |
DEBT (Details)
DEBT (Details) - USD ($) | Dec. 31, 2022 | Dec. 23, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Aug. 31, 2020 | Nov. 30, 2019 | Jun. 30, 2019 | Nov. 30, 2018 | May 31, 2018 | Mar. 31, 2018 |
Short-term Debt | ||||||||||||||||
Notes payable due to related party | $ 861,000 | $ 705,000 | ||||||||||||||
Delfin Midstream LLC | ||||||||||||||||
Short-term Debt | ||||||||||||||||
Notes payable due to related party | $ 906,000 | $ 861,000 | $ 826,000 | $ 791,000 | $ 750,000 | $ 705,000 | $ 675,000 | $ 637,500 | $ 600,000 | $ 554,100 | $ 465,000 | $ 350,000 | $ 150,000 | |||
Promissory Notes | Delfin Midstream LLC | ||||||||||||||||
Short-term Debt | ||||||||||||||||
Interest rate | 8% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Continuing operations | $ 0 | $ 0 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES - Provision (benef
INCOME TAXES - Provision (benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Statutory federal income tax rate | 21% | 21% |
State income taxes, net of federal benefit | 4.74% | 4.74% |
Change in valuation allowance | (25.74%) | (25.74%) |
Effective tax rate | 0% | 0% |
INCOME TAXES - Tax effects of t
INCOME TAXES - Tax effects of temporary differences (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 274,000 | $ 226,000 |
Issuance of warrants | 982,000 | 982,000 |
Accrued expenses | 29,000 | 29,000 |
Depreciation and amortization | 10,000 | 10,000 |
Total gross deferred tax assets | 1,295,000 | 1,247,000 |
Less: valuation allowance | (1,295,000) | (1,247,000) |
Total net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Valuation allowance off set percentage | 100% | |
Valuation allowance | $ 1,295,000 | $ 1,247,000 |
Net change in the total valuation allowance | (48,000) | $ (50,000) |
Operating loss carryforwards | $ 1,063,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
Accrued interest | $ 206,000 | $ 142,000 |
Interest expense | $ 64,000 | $ 53,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 04, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event | |||
Additional fund received | $ 861,000 | $ 705,000 | |
Delfin Midstream LLC | Subsequent event | |||
Subsequent Event | |||
Additional fund received | $ 45,000 |