Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | REMSLEEP HOLDINGS, INC. | |
Trading Symbol | RMSL | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,461,616,601 | |
Amendment Flag | false | |
Entity Central Index Key | 0001412126 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53450 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-5386867 | |
Entity Address, Address Line One | 14175 Icot Boulevard | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Clearwater | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33760 | |
City Area Code | 813 | |
Local Phone Number | 367-3855 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 904,363 | $ 1,841,988 |
Accounts receivable | 40,560 | 11,698 |
Prepaid | 7,500 | |
Inventory | 886,026 | 1,056,007 |
Total current assets | 1,838,449 | 2,909,693 |
Other asset | 10,000 | 10,000 |
Right of use asset | 209,153 | 303,227 |
Property and equipment, net | 210,096 | 137,980 |
Total Assets | 2,267,698 | 3,360,900 |
Current Liabilities: | ||
Accounts payable | 15,750 | 54,845 |
Accrued compensation | 61,000 | 52,000 |
Operating lease liability – current portion | 115,388 | 93,241 |
Total current liabilities | 192,138 | 474,136 |
Long Term Liabilities | ||
Operating lease liability – net of current portion | 86,912 | 178,226 |
Total Liabilities | 279,050 | 652,362 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding | 1,461,615 | 1,461,615 |
Discount to common stock | (94,708) | (94,708) |
Additional paid in capital | 13,749,052 | 13,751,052 |
Accumulated Deficit | (13,134,811) | (12,414,921) |
Total Stockholders’ Equity (Deficit) | 1,988,648 | 2,708,538 |
Total Liabilities and Stockholders’ Equity (Deficit) | 2,267,698 | 3,360,900 |
Series A Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 5,000 | 5,000 |
Series B Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 500 | 500 |
Series C Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 2,000 | |
Related Party | ||
Current Liabilities: | ||
Accrued interest – related party | 90,119 | |
Loan payable – related party | 179,191 | |
Due to a related party | $ 4,740 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 1,461,616,601 | 1,461,616,601 |
Common stock, shares outstanding | 1,461,616,601 | 1,461,616,601 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 51,947 | $ 137,568 | $ 196,262 | $ 257,238 |
Cost of goods sold | 49,940 | 86,250 | 173,578 | 176,010 |
Gross margin | 2,007 | 51,318 | 22,684 | 81,228 |
Operating Expenses: | ||||
Professional fees | 30,690 | 14,200 | 78,392 | 100,165 |
Development expense | 13,887 | 121,170 | 89,599 | 184,888 |
Lease expense | 33,590 | 21,296 | 103,089 | 51,160 |
General and administrative | 163,167 | 129,156 | 321,298 | 385,720 |
Total operating expenses | 273,334 | 357,822 | 736,378 | 886,933 |
Loss from operations | (271,327) | (306,504) | (713,694) | (805,705) |
Other expense: | ||||
Interest expense | (5,656) | (7,090) | (231,734) | |
Gain (loss) on disposal of fixed assets | 894 | 894 | (28,264) | |
Change in fair value of derivative | (3,048) | |||
Total other expense | 894 | (5,656) | (6,196) | (263,046) |
Loss before income taxes | (270,433) | (312,160) | (719,890) | (1,068,751) |
Provision for income taxes | ||||
Net Loss | $ (270,433) | $ (312,160) | $ (719,890) | $ (1,068,751) |
Net loss per share, basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, basic (in Shares) | 1,461,616,601 | 1,461,616,601 | 1,461,616,601 | 1,435,343,158 |
Related Party | ||||
Operating Expenses: | ||||
Compensation expense – related party | $ 32,000 | $ 72,000 | $ 144,000 | $ 165,000 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net loss per share, diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, diluted (in Shares) | 1,461,616,601 | 1,461,616,601 | 1,461,616,601 | 1,435,343,158 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Discount to Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 5,000 | $ 500 | $ 1,234,006 | $ (94,708) | $ 11,865,439 | $ (10,391,615) | $ 2,618,622 | |
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | 500,000 | 1,234,008,735 | |||||
Common stock issued for conversion of debt | $ 34,801 | 505,036 | 539,837 | |||||
Common stock issued for conversion of debt (in Shares) | 34,799,374 | |||||||
Common stock issued for cash | $ 114,000 | 741,000 | 855,000 | |||||
Common stock issued for cash (in Shares) | 114,000,000 | |||||||
Warrants converted to common stock | $ 70,128 | (70,128) | ||||||
Warrants converted to common stock (in Shares) | 70,128,204 | |||||||
Net Loss | (316,299) | (316,299) | ||||||
Balance at Mar. 31, 2022 | $ 5,000 | $ 500 | $ 1,452,935 | (94,708) | 13,041,347 | (10,707,914) | 3,697,160 | |
Balance (in Shares) at Mar. 31, 2022 | 5,000,000 | 500,000 | 1,452,936,313 | |||||
Common stock issued for conversion of debt | $ 8,680 | 172,973 | 181,653 | |||||
Common stock issued for conversion of debt (in Shares) | 8,680,288 | |||||||
Net Loss | (440,292) | (440,292) | ||||||
Balance at Jun. 30, 2022 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,214,320 | (11,148,206) | 3,438,521 | |
Balance (in Shares) at Jun. 30, 2022 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Net Loss | (312,160) | (312,160) | ||||||
Balance at Sep. 30, 2022 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,214,320 | (11,460,366) | 3,126,361 | |
Balance (in Shares) at Sep. 30, 2022 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Balance at Dec. 31, 2022 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,414,921) | 2,708,538 | |
Balance (in Shares) at Dec. 31, 2022 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Net Loss | (226,259) | (226,259) | ||||||
Balance at Mar. 31, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,641,180) | 2,482,279 | |
Balance (in Shares) at Mar. 31, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Net Loss | (223,198) | (223,198) | ||||||
Balance at Jun. 30, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,864,378) | 2,259,081 | |
Balance (in Shares) at Jun. 30, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Net Loss | (270,433) | (270,433) | ||||||
Shares issued intangibles – related party | $ 2,000 | (2,000) | ||||||
Shares issued intangibles – related party (in Shares) | 2,000,000 | |||||||
Balance at Sep. 30, 2023 | $ 5,000 | $ 500 | $ 2,000 | $ 1,461,615 | $ (94,708) | $ 13,749,052 | $ (13,134,811) | $ 1,988,648 |
Balance (in Shares) at Sep. 30, 2023 | 5,000,000 | 500,000 | 2,000 | 1,461,616,601 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (719,890) | $ (1,068,751) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 63,839 | 46,606 |
Change in fair value of derivative | 3,048 | |
Discount amortization | 206,157 | |
Gain (loss) on disposal of fixed assets | 28,264 | |
Operating lease expense | 24,907 | 10,100 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (28,862) | (15,200) |
Prepaids and other assets | (7,500) | (70,656) |
Inventory | 169,981 | (1,128,423) |
Accounts payable | (39,095) | 17,734 |
Accrued compensation – related party | 9,000 | 5,000 |
Accrued interest | (13,521) | |
Accrued interest – related party | (90,119) | 16,958 |
Net cash used by operating activities | (617,739) | (1,962,684) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (135,955) | (71,462) |
Net cash used by investing activities | (135,955) | (71,462) |
Cash Flows from Financing Activities: | ||
Repayment of loans | (45,000) | |
Repayment of loans – related party | (183,931) | |
Cash advance – related party | 1,523 | |
Proceeds from sale of common stock | 855,000 | |
Net cash (used) provided by financing activities | (183,931) | 811,523 |
Net change in cash | (937,625) | (1,222,623) |
Cash at beginning of the period | 1,841,988 | 3,383,568 |
Cash at end of the period | 904,363 | 2,160,945 |
Supplemental cash flow information: | ||
Interest paid in cash | 22,140 | |
Taxes paid | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of note payable principal and accrued interest | 427,730 | |
Establish right of use asset | $ 328,803 |
Background
Background | 9 Months Ended |
Sep. 30, 2023 | |
Background [Abstract] | |
BACKGROUND | NOTE 1 - BACKGROUND Business Activity REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2023, and the results of its operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023. Use of 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of September 30, 2023, the Company had $654,363 of cash above the FDIC’s $250,000 coverage limit. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended September 30, 2023 and December 31, 2022. Property and Equipment Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of September 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000 from Series C preferred stock . As of September 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of September 30 Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $13,134,811 at September 30, 2023, had a net loss of $719,890 and net cash used in operating activities of $617,739 for the nine months ended September 30, 2023. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the fourth quarter of 2023. The Company will continue to finance its operations through debt and/or equity financing as needed. |
Property & Equipment
Property & Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property & Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 4 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Assets stated at cost, less accumulated depreciation consisted of the following: September 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (125,294 ) (61,456 ) Fixed assets, net $ 210,096 $ 137,980 Depreciation expense Depreciation expense for the nine months ended September 30, 2023 and 2022 was $63,839 and $46,606, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of September 30, 2023 and December 31, 2022, the balance due is $0 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of September 30, 2023 and December 31, 2022, total accrued interest is $0 and $90,119, respectively. The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of September 30, 2023 and December 31, 2022, there is $15,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the nine months ended September 30, 2023 and 2022, cash payments of $59,000 and $60,000, respectively, were paid to Mr. Wood. The Company executed a new employment agreement with its Chairman, Russell Bird, on April 1, 2022. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $8,000 per month. As of September 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the nine months ended September 30, 2023 and 2022, cash payments of $44,000 and $28,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company. The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the nine months ended September 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $28,000 and $48,000, respectively. During the nine months ended September 30, 2023 and 2022, the Company paid $13,000 and $21,500, respectively, to the brother of the CEO for services related to development of the Company’s product. During the nine months ended September 30, 2023 and 2022, the Company paid $0 and $1,000, respectively, to the son of the CEO for website design services. On September 6, 2023, the Company entered into an intellectual property assignment agreement (the “IP Purchase Agreement”) with Mr. Wood, pursuant to which the Company has agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 6 - OPERATING LEASES The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease. In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases Leases Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification September 30, Operating lease asset Right of use asset $ 209,153 Total lease asset $ 209,153 Liability Operating lease liability – current portion Current operating lease liability $ 115,388 Operating lease liability – noncurrent portion Long-term operating lease liability 86,912 Total lease liability $ 202,300 Lease obligations at September 30 consisted of the following: For the year ended December 31: 2023 $ 27,102 2024 134,438 2025 49,151 Total payments $ 210,691 Amount representing interest $ (8,391 ) Lease obligation, net 202,300 Less current portion (115,388 ) Lease obligation – long term $ 86,912 The operating lease expense for the above agreement for the was $103,089 which consisted of amortization expense of $73,478, $18,928 of prepaid rent and interest expense of $10,683. During the nine months ended September 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Preferred Stock [Abstract] | |
PREFERRED STOCK | NOTE 7 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock. The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share. On July 24, 2023, the Company filed an Amended and Restated Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent (81%) of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company’s common stock. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8 - WARRANTS Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled (172,500,000 ) $ — — $ — Exercisable at September 30, 2023 (2) — $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these tests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and quickly resolve this matter. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements. Testing is expected to be completed in the third quarter. The 510K will be submitted immediately after testing is completed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2023, and the results of its operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023. |
Use of Estimates | Use of 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of September 30, 2023, the Company had $654,363 of cash above the FDIC’s $250,000 coverage limit. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended September 30, 2023 and December 31, 2022. |
Property and Equipment | Property and Equipment Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of September 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000 from Series C preferred stock . As of September 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. |
Warranties | Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of September 30 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property & Equipment [Abstract] | |
Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation | Assets stated at cost, less accumulated depreciation consisted of the following: September 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (125,294 ) (61,456 ) Fixed assets, net $ 210,096 $ 137,980 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities | Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification September 30, Operating lease asset Right of use asset $ 209,153 Total lease asset $ 209,153 Liability Operating lease liability – current portion Current operating lease liability $ 115,388 Operating lease liability – noncurrent portion Long-term operating lease liability 86,912 Total lease liability $ 202,300 |
Schedule of Lease Obligations | Lease obligations at September 30 consisted of the following: For the year ended December 31: 2023 $ 27,102 2024 134,438 2025 49,151 Total payments $ 210,691 Amount representing interest $ (8,391 ) Lease obligation, net 202,300 Less current portion (115,388 ) Lease obligation – long term $ 86,912 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Schedule of Outstanding Stock Warrants | Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled (172,500,000 ) $ — — $ — Exercisable at September 30, 2023 (2) — $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash (in Dollars) | $ | $ 654,363 | |
Federal depository insurance coverage limit (in Dollars) | $ | 250,000 | |
Fixed assets Cost (in Dollars) | $ | $ 2,000 | |
Dilutive shares of common stock warrants | 139,714,286 | |
Warrants term | 2 years | |
Total number of units sold | 1,000 | |
Series A Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Dilutive shares | 15,000,000 | |
Common stock warrants | 5,000,000 | |
Series B Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock warrants | 50,000,000 | 50,000,000 |
Series C Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock warrants | 600,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Going Concern [Abstract] | |||||
Accumulated deficit | $ (13,134,811) | $ (13,134,811) | $ (12,414,921) | ||
Net loss | $ (270,433) | $ (312,160) | (719,890) | $ (1,068,751) | |
Net cash used in operating activities | $ (617,739) | $ (1,962,684) |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 63,839 | $ 46,606 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful llife | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful llife | 5 years |
Property & Equipment (Details)
Property & Equipment (Details) - Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property & Equipment [Abstract] | ||
Furniture/fixtures | $ 39,746 | $ 39,746 |
Office equipment | 43,780 | 43,780 |
Automobile | 37,410 | 29,905 |
Tooling/Molds | 214,454 | 86,005 |
Less: accumulated depreciation | (125,294) | (61,456) |
Fixed assets, net | $ 210,096 | $ 137,980 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 14, 2023 | Jan. 01, 2019 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 06, 2023 | |
Related Party Transaction [Line Items] | |||||||
Total loan | $ 179,191 | ||||||
Repaid loan amount | $ 100,000 | ||||||
Principal amount | $ 79,191 | ||||||
Interest amount | $ 97,209 | ||||||
Balance due loans | 0 | $ 179,191 | |||||
Balance due accrues interest | 12.50% | ||||||
Total accrued interest | $ 0 | $ 90,119 | |||||
Agreement term | 1 year | ||||||
Technology Service [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Company paid | $ 13,000 | $ 21,500 | |||||
Series C Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock issued (in Shares) | 2,000,000 | ||||||
Mr. Wood [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Compensated per month | $ 8,000 | ||||||
Accrued compensation | 15,000 | $ 2,000 | |||||
Cash payments | 59,000 | 60,000 | |||||
Mr. Bird [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Compensated per month | 8,000 | ||||||
Accrued compensation | 46,000 | 50,000 | |||||
Cash payments | 44,000 | $ 28,000 | |||||
Mr. Lane [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash payment | 28,000 | 48,000 | |||||
Chief Executive Officer [Member] | Technology Service [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Company paid | $ 0 | $ 1,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | May 01, 2022 | |
Operating Leases (Details) [Line Items] | ||
Description of lease agreement | The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. | |
Monthly base rent first twelve months | $ 8,686.71 | |
Monthly payment | 9,034.17 | |
Monthly base rent last twelve months | 12,287.63 | |
Advanced rent | 69,494 | |
Operating lease liabilities | 202,300 | |
Operating lease expense | 103,089 | |
Amortization expense | 73,478 | |
Prepaid rent | 18,928 | |
Interest expense | 10,683 | |
Rent expense | $ 11,095 | |
Operating Lease [Member] | ||
Operating Leases (Details) [Line Items] | ||
Operating lease liabilities | $ 328,803 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities - USD ($) | 9 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Right of Use ROU Assets and Operating Lease Liabilities [Abstract] | |||
Operating lease asset, Balance Sheet Classification | Right of use asset | ||
Operating lease asset | $ 209,153 | $ 303,227 | |
Total lease asset | 209,153 | ||
Operating lease liability – current portion, Balance Sheet Classification | Current operating lease liability | ||
Operating lease liability – current portion | 115,388 | 93,241 | |
Operating lease liability – noncurrent portion, Balance Sheet Classification | Long-term operating lease liability | ||
Operating lease liability – noncurrent portion | 86,912 | $ 178,226 | |
Total lease liability | $ 202,300 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Lease Obligations - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Lease Obligations [Abstract] | ||
2023 | $ 27,102 | |
2024 | 134,438 | |
2025 | 49,151 | |
Total payments | 210,691 | |
Amount representing interest | (8,391) | |
Lease obligation, net | 202,300 | |
Less current portion | (115,388) | $ (93,241) |
Lease obligation – long term | $ 86,912 | $ 178,226 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||
Jul. 24, 2023 | Sep. 30, 2023 | Sep. 06, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Percentage of common stock issued and outstanding | 81% | |||
Converted shares of common stock | 300 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Voting rights, description | 1:25 voting rights | |||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | ||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Voting rights, description | Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock | |||
Preferred stock, shares issued | 500,000 | 500,000 | ||
Preferred stock, shares outstanding | 500,000 | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 2,000,000 | |||
Preferred stock, shares outstanding |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Outstanding Stock Warrants - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Schedule of Outstanding Stock Warrants [Abstract] | ||||
Number of Warrants, Exercisable at Beginning | 172,500,000 | 226,500,000 | ||
Weighted Average Exercise Price, Exercisable at Beginning | $ 0.0104 | $ 0.0013 | ||
Weighted Average Remaining Contract Term, Exercisable at Beginning | 3 years 1 month 20 days | 3 years 9 months 10 days | ||
Aggregate Intrinsic Value, Exercisable at Beginning | $ 1,665,500 | |||
Number of Warrants, Granted | 6,000,000 | [1] | ||
Weighted Average Exercise Price, Granted | [1] | |||
Weighted Average Remaining Contract Term, Granted | [1] | |||
Aggregate Intrinsic Value, Granted | [1] | |||
Number of Warrants, Expired | ||||
Weighted Average Exercise Price, Expired | ||||
Weighted Average Remaining Contract Term, Expired | ||||
Aggregate Intrinsic Value, Expired | ||||
Number of Warrants, Cancelled | (172,500,000) | |||
Weighted Average Exercise Price, Cancelled | ||||
Weighted Average Remaining Contract Term, Cancelled | ||||
Aggregate Intrinsic Value, Cancelled | ||||
Number of Warrants, Exercised | (60,000,000) | |||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Remaining Contract Term, Exercised | ||||
Aggregate Intrinsic Value, Exercised | ||||
Number of Warrants, Exercisable at Ending | [2] | 172,500,000 | ||
Weighted Average Exercise Price, Exercisable at Ending | [2] | $ 0.0104 | ||
Weighted Average Remaining Contract Term, Exercisable at Ending | [2] | 3 years 1 month 20 days | ||
Aggregate Intrinsic Value, Exercisable at Ending | [2] | $ 1,665,500 | ||
[1] The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |