Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | NEWSTREAM ENERGY TECHNOLOGIES GROUP, INC. | |
Trading Symbol | NSGP | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 366,388,685 | |
Amendment Flag | false | |
Entity Central Index Key | 0001445109 | |
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 | 000-50053 | |
Entity Information, Former Legal or Registered Name | CLEAN COAL TECHNOLOGIES, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-1079442 | |
Entity Address, Address Line One | 295 Madison Avenue (12th Floor) | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 646 | |
Local Phone Number | 727-4847 | |
Title of 12(b) Security | Common | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 187 | $ 0 |
Deposits on acquisition | 235,500 | 0 |
Total Current Assets | 235,687 | 0 |
Right to use ground lease, net of accumulated amortization of $26,000 and $20,000 respectively | 7,000 | 16,000 |
Total Assets | 242,687 | 16,000 |
Current Liabilities | ||
Accounts payable | 2,041,837 | 2,055,144 |
Accrued liabilities | 5,791,662 | 15,853,992 |
Customer deposit – related party | 100,000 | 100,000 |
Convertible debt, net of unamortized discounts – related party | 0 | 9,856,124 |
Notes payable – related party | 796,700 | 1,635,986 |
Convertible notes payable | 0 | 1,549,707 |
Notes payable, net of unamortized discount | 1,112,600 | 413,185 |
Total Current Liabilities | 9,842,799 | 31,464,138 |
Long-Term Liabilities | ||
Convertible debt, net of unamortized discounts – related party | 0 | 18,600 |
Total Liabilities | 9,842,799 | 31,482,738 |
Stockholders’ Deficit: | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized, 366,151,185 and 5,002,325 shares issued and outstanding, respectively | 3,661 | 50 |
Additional paid-in capital | 355,009,508 | 262,607,277 |
Prepaid acquisition | (63,250,000) | 0 |
Common stock to be issued | 50,000 | 0 |
Accumulated deficit | (301,413,281) | (294,074,065) |
Total Stockholders’ Deficit | (9,600,112) | (31,466,738) |
Total Liabilities and Stockholders’ Deficit | $ 242,687 | $ 16,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Right to use ground lease, accumulated amortization (in Dollars) | $ 26,000 | $ 20,000 |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 366,151,185 | 5,002,325 |
Common stock, shares outstanding | 366,151,185 | 5,002,325 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
General and administrative | $ 621,488 | $ 292,947 | $ 1,208,607 | $ 910,400 |
Research and development | 3,000 | 3,000 | 9,000 | 9,585 |
Loss from Operations | (624,488) | (295,947) | (1,217,607) | (919,985) |
Other Income (Expenses): | ||||
Change in fair value of share-settled debt | 0 | 22,739 | 252,138 | (50,446) |
Interest expense | (71,678) | (404,100) | (186,548) | (1,147,259) |
Loss on settlement of notes and convertible notes payable, related party | 0 | 0 | (6,572,723) | 0 |
Gain on settlement of convertible notes payable | 0 | 0 | 385,524 | 0 |
Total Other Income (Expenses) | (71,678) | (381,361) | (6,121,609) | (1,197,705) |
Net Loss | $ (696,166) | $ (677,308) | $ (7,339,216) | $ (2,117,690) |
Net loss per share basic and diluted (in Dollars per share) | $ (0.01) | $ (0.14) | $ (0.09) | $ (0.46) |
Weighted average shares outstanding – basic and diluted (in Shares) | 115,810,208 | 5,000,000 | 77,767,381 | 4,638,907 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Related Party Convertible Notes [Member] Common Stock [Member] | Related Party Convertible Notes [Member] Additional Paid-in Capital [Member] | Related Party Convertible Notes [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock To Be Issued [Member] | Total |
Balance at Dec. 31, 2021 | $ 42 | $ 262,264,404 | $ (290,811,712) | $ (28,547,266) | ||||
Balance (in Shares) at Dec. 31, 2021 | 4,142,796 | |||||||
Common stock issued for conversion of notes payable | $ 8 | $ 342,873 | $ 342,881 | |||||
Common stock issued for conversion of notes payable (in Shares) | 857,204 | |||||||
Net loss | (2,117,690) | (2,117,690) | ||||||
Balance at Sep. 30, 2022 | $ 50 | 262,607,277 | (292,929,402) | (30,322,075) | ||||
Balance (in Shares) at Sep. 30, 2022 | 5,000,000 | |||||||
Balance at Jun. 30, 2022 | $ 50 | 262,607,277 | (292,252,094) | (29,644,767) | ||||
Balance (in Shares) at Jun. 30, 2022 | 5,000,000 | |||||||
Net loss | (677,308) | (677,308) | ||||||
Balance at Sep. 30, 2022 | $ 50 | 262,607,277 | (292,929,402) | (30,322,075) | ||||
Balance (in Shares) at Sep. 30, 2022 | 5,000,000 | |||||||
Balance at Dec. 31, 2022 | $ 50 | 262,607,277 | (294,074,065) | (31,466,738) | ||||
Balance (in Shares) at Dec. 31, 2022 | 5,002,325 | |||||||
Common stock issued for conversion of notes payable | $ 730 | $ 24,769,770 | $ 24,770,500 | $ 39 | 1,081,426 | 1,081,465 | ||
Common stock issued for conversion of notes payable (in Shares) | 73,000,000 | 3,935,000 | ||||||
Common stock issued for conversion of related party accrued compensation | $ 73 | 2,938,804 | 2,938,877 | |||||
Common stock issued for conversion of related party accrued compensation (in Shares) | 7,347,193 | |||||||
Common stock issued for prepaid acquisition | $ 2,750 | (2,750) | ||||||
Common stock issued for prepaid acquisition (in Shares) | 275,000,000 | |||||||
Common stock and stock warrants issued for cash | $ 2 | 24,998 | 25,000 | |||||
Common stock and stock warrants issued for cash (in Shares) | 166,667 | |||||||
Cash received for common stock to be issued | $ 50,000 | 50,000 | ||||||
Common stock issued for services | $ 17 | 339,983 | 340,000 | |||||
Common stock issued for services (in Shares) | 1,700,000 | |||||||
Net loss | (7,339,216) | (7,339,216) | ||||||
Balance at Sep. 30, 2023 | $ 3,661 | 291,759,508 | (301,413,281) | 50,000 | (9,600,112) | |||
Balance (in Shares) at Sep. 30, 2023 | 366,151,185 | |||||||
Balance at Jun. 30, 2023 | $ 819 | 288,458,473 | (300,717,115) | (12,257,823) | ||||
Balance (in Shares) at Jun. 30, 2023 | 81,937,325 | |||||||
Common stock issued for conversion of related party accrued compensation | $ 73 | 2,938,804 | 2,938,877 | |||||
Common stock issued for conversion of related party accrued compensation (in Shares) | 7,347,193 | |||||||
Common stock issued for prepaid acquisition | $ 2,750 | (2,750) | ||||||
Common stock issued for prepaid acquisition (in Shares) | 275,000,000 | |||||||
Common stock and stock warrants issued for cash | $ 2 | 24,998 | 25,000 | |||||
Common stock and stock warrants issued for cash (in Shares) | 166,667 | |||||||
Cash received for common stock to be issued | 50,000 | 50,000 | ||||||
Common stock issued for services | $ 17 | 339,983 | 340,000 | |||||
Common stock issued for services (in Shares) | 1,700,000 | |||||||
Net loss | (696,166) | (696,166) | ||||||
Balance at Sep. 30, 2023 | $ 3,661 | $ 291,759,508 | $ (301,413,281) | $ 50,000 | $ (9,600,112) | |||
Balance (in Shares) at Sep. 30, 2023 | 366,151,185 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (7,339,216) | $ (2,117,690) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discounts | 49,415 | 41,181 |
Change in fair value of share-settled debt | (252,138) | 50,446 |
Gain on settlement of convertible notes payable | (385,524) | 0 |
Loss on settlement of related party notes and convertible notes payable | 6,572,723 | 0 |
Common stock issued for services | 340,000 | 0 |
Amortization of lease asset | 9,000 | 9,000 |
Changes in operating assets and liabilities: | ||
Increase in accounts payable | (13,305) | 3,125 |
Increase in accrued expenses | 777,734 | 1,595,095 |
Net Cash Used in Operating Activities | (241,311) | (418,843) |
CASH FLOWS FROM INVESTING ACTIVITES: | ||
Deposits on acquisition | (235,500) | 0 |
Net Cash Used in Investing Activities | (235,500) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash overdraft | (2) | 0 |
Common stock issued for cash | 25,000 | 0 |
Cash received for common stock to be issued | 50,000 | 0 |
Borrowings on related party debt | 48,390 | 428,866 |
Payments on related party debt | (296,390) | (10,000) |
Borrowings on convertible debt, net of original issue discounts – related party | 650,000 | 0 |
Net Cash Provided by Financing Activities | 476,998 | 418,866 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 187 | 23 |
CASH AND CASH EQUIVALENTS - beginning of period | 0 | 1,762 |
CASH AND CASH EQUIVALENTS - end of period | 187 | 1,785 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 68,527 | 0 |
Cash paid for income taxes | 0 | 0 |
Common stock issued for prepaid acquisition | 2,750 | 0 |
Related Party [Member] | Convertible Notes Payable [Member] | ||
SUPPLEMENTAL DISCLOSURES: | ||
Conversion of notes payable and accrued interest | 17,461,358 | 342,881 |
Conversion of related party accrued compensation | 17,461,358 | 342,881 |
Related Party [Member] | Accrued Compensation [Member] | ||
SUPPLEMENTAL DISCLOSURES: | ||
Conversion of notes payable and accrued interest | 2,983,876 | 0 |
Conversion of related party accrued compensation | 2,983,876 | 0 |
Nonrelated Party [Member] | Convertible Notes Payable [Member] | ||
SUPPLEMENTAL DISCLOSURES: | ||
Conversion of notes payable and accrued interest | 1,466,988 | 0 |
Conversion of related party accrued compensation | 1,466,988 | 0 |
Nonrelated Party [Member] | Notes Payable, Other Payables [Member] | ||
SUPPLEMENTAL DISCLOSURES: | ||
Conversion of notes payable and accrued interest | 736,421 | 0 |
Conversion of related party accrued compensation | $ 736,421 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1: BASIS OF PRESENTATION During June 2023, Clean Coal Technologies, Inc. changed its name to NewStream Energy Technologies Group, Inc. (“NewStream”, or the “Company”) with a new Ticker symbol NSGP. The accompanying unaudited interim financial statements of NewStream have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in NewStream’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10K have been omitted. Net Income (Loss) per Common Share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. For the nine months ended September 30, 2023 and 2022, the Company realized net losses, resulting in outstanding warrants and convertible debt having an antidilutive effect. All potentially dilutive instruments were excluded from the calculation of diluted net loss per share as their inclusion would have been anti-dilutive. The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the nine months ended September 30, 2023 and 2022 as such shares would have had an anti-dilutive effect: September 30, 2023 2022 Common stock warrants 500,001 - Common stock to be issued 333,334 - Convertible notes payable - 3,620,882 Total 833,335 3,620,882 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. 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 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if NewStream is unable to continue as a going concern. NewStream has a working capital deficit as of September 30, 2023 and has generated recurring net losses since inception. Management believes NewStream will need to raise capital in order to operate over the next 12 months. As shown in the accompanying financial statements, NewStream has also incurred significant losses from operations since inception. NewStream’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. NewStream has limited capital with which to pursue its business plan. There can be no assurance that NewStream’s future operations will be significant and profitable, or that NewStream will have sufficient resources to meet its objectives. These conditions raise substantial doubt as to NewStream’s ability to continue as a going concern. Management may pursue either debt or equity financing or a combination of both, in order to raise sufficient capital to meet NewStream’s financial requirements over the next twelve months and to fund its business plan. There is no assurance that management will be successful in raising additional funds. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | NOTE 3: RESEARCH AND DEVELOPMENT Research and development expenses include salaries, related employee expenses, facility lease expense, research expenses and consulting fees. All costs for research and development activities are expensed as incurred. In addition, the Company expenses the costs of licenses of patents and the prosecution of patents until the issuance of such patents and the commercialization of related products is reasonably assured. During the nine months ended September 30, 2023 and 2022, the Company recognized $9,000 and $9,585 of research and development costs, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4: RELATED PARTY TRANSACTIONS Reorganization and Prepaid Expenses During May 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (“Reorganization”) with NewStream Energy Technology Group, Inc. On September 19, 2023, in anticipation of an October 24, 2023 closing (see Note 7), the Company issued 275,000,000 shares of its common stock, with a market trading price on the date of issuance of $0.23 per share. The value of the shares issued was recorded at par value as the Reorganization was not completed prior to the end of September 2023. In addition, the Company advanced $235,500 in cash for the prepayment of acquisition costs to the owners of NewStream Energy Technology Group, Inc. as of September 30, 2023. Wages and bonus payable to related parties Accruals for salary and bonuses to officers and directors are included in accrued liabilities in the balance sheets and totaled $5,337,691 and $7,543,255 as of September 30, 2023 and December 31, 2022, respectively. As part of the separation agreement with Mr. Ponce de Leon, the Company agreed to pay him all his accrued salary within two years but agreed to pay him $200,000 by November 2015 out of revenues earned. As the Company did not earn revenue in 2015 and as at September 30, 2023 has still not earned revenue, the obligation to Mr. Ponce de Leon of $1,962,735 is currently in default and the amount includes $736,021 in accrued interest. It is the Company’s intention to pay Mr. Ponce de Leon immediately upon receiving revenue. During September 2023, one director and one officer of the Company elected to convert a total of $2,938,804 in back due compensation into 7,347,193 shares of its common stock valued at $1,469,439, which was recognized as contributed capital in additional paid-in capital due to the related party nature. Convertible Debt As of December 31, 2022, the Company had outstanding convertible notes payable and accrued interest to a related party totaling $9,874,724 and $7,586,634, respectively. The convertible notes were secured by assets and the common stock of the Company, incurred interest at 12% per annum, were convertible into shares of the Company’s common stock at $0.06 per share and were past due. During February 2023, the Company entered into a settlement agreement, whereby, with the holder of the convertible notes agreed to convert all of the outstanding debt and accrued interest into 70,200,000 shares of the Company’s common stock, with 69,300,000 shares issued during February 2023 and the remaining 900,000 shares issued in April 2023. The 69,300,000 shares were valued at $23,562,000, and the 900,000 shares were valued at $256,500, or the market price of the common stock on the dates of issuance of $0.34 and $0.29 per share, respectively. As a result, the Company recognized a loss on debt conversion of $6,357,144 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the balance on the borrowings was $0 and $9,856,124, respectively. Nonconvertible Debt As of December 31, 2022, the Company had outstanding nonconvertible notes payable and accrued interest to a related party totaling $847,786 and $145,135, respectively. During the nine months ended September 30, 2023, the Company borrowed a total of $27,390 and repaid $283,890 in cash. The borrowings are unsecured, bear no interest and are due on demand. During February 2023, the Company entered into a settlement agreement, whereby, the holder of the nonconvertible notes agreed to convert all of the outstanding debt and accrued interest into 2,800,000 shares of the Company’s common stock. The 2,800,000 shares were valued at $952,000, or the market price of the common stock on the date of issuance of $0.34. As a result, the Company recognized a loss on debt conversion of $215,579 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the balance on the borrowings was $0 and $847,786, respectively. As of September 30, 2023 and December 31, 2022, the Company had outstanding advances payable to an officer of the Company of $83,200 and $83,200, respectively. As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $705,000 and $705,000, respectively, to an individual that is a significant shareholder. During the nine months ended September 30, 2023, the Company received $21,000 and repaid $12,500 in cash advances from an entity owned by a significant shareholder of the Company for operating expenses. The advances are unsecured and accrue interest at 12% per annum. As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $8,500 and $0, respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5: DEBT Notes Payable During March 2023, the Company entered into two notes payable, both with principal balances of $93,500 and original issuance discounts of $18,500. The notes payable are unsecured, due in one year, accrue interest at the rate of 10% per annum and if there is an event of default, such as not repaying the note when due, the notes become convertible into shares of the Company’s common stock at a the lesser of $0.10 per share, or 90% of the average of the two lowest volume weighted average market prices for the five consecutive trading days prior to the conversion date. As of September 30, 2023, the outstanding principal balances for both notes payable and related debt discounts were $93,500 and $9,250, respectively. During the nine months ended September 30, 2023, the Company recognized a total of $18,500 in interest expense from the amortization of debt discounts. During April 2023, the Company entered into a note payable in the amount of $397,727 with an original issuance discount of $47,722. The note payable is unsecured, due in one year, accrues interest at the rate of 10% per annum and if there is an event of default, such as not repaying the note when due, the note becomes convertible into shares of the Company’s common stock at a the lesser of $0.04 per share, or 90% of the average of the two lowest volume weighted average market prices for the five consecutive trading days prior to the conversion date. As of September 30, 2023, the outstanding principal balance on the note payable was $397,727 and related debt discount was $27,841. During the nine months ended September 30, 2023, the Company recognized $19,886 in interest expense from the amortization of the debt discount. During April 2023, the Company entered into a note payable in the amount of $176,470 with an original issuance discount of $26,470. The note payable is unsecured, due in one year, accrues interest at the rate of 10% per annum and if there is an event of default, such as not repaying the note when due, the note becomes convertible into shares of the Company’s common stock at $0.20 per share. As of September 30, 2023, the outstanding principal balance on the note payable was $176,470 and related debt discount was $15,441. During the nine months ended September 30, 2023, the Company recognized $11,029 in interest expense from the amortization of the debt discount. As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable to former affiliates of the Company of $413,185 and $413,185, respectively. The notes payable are unsecured, bear no interest and are due on demand. Convertible Debt In accordance with ASC 480, Distinguishing Liabilities from Equity During May 2019, the Company issued a convertible note payable in the amount of $262,500, due in one-year, original issuance discount of $12,500, accrues interest at the default rate of 16% per annum, unsecured and convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During August 2019, the Company issued a convertible note payable in the amount of $157,500, due in one-year, original issuance discount of $7,500, accrues interest at the default rate of 16% per annum, unsecured and convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During April 2023, the Company entered into a settlement agreement with the holder of the two above mentioned convertible notes, whereby the Company agreed to issue 750,000 shares of common stock valued at the market price on the date of issuance of $210,000, or $0.28 per share, in exchange for the outstanding convertible note balance with a fair market value of $450,011 and accrued interest of $70,129, recognizing a gain on debt conversion of $310,140 during the nine months ended September 30, 2023. During January 2020, the Company issued a convertible note payable in the amount of $138,000, due in one-year, original issuance discount of $3,000, accrued interest at 8% per annum unsecured and convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During January 2023, the Company entered into a settlement agreement with the note holder, whereby the Company agreed to issue 685,000 shares of common stock valued at the market price on the date of issuance of $266,466, or $0.39 per share, in exchange for the outstanding convertible note balance with a fair market value of $338,857 and accrued interest of $22,770, recognizing a gain on debt conversion of $95,161 during the nine months ended September 30, 2023. During February 2020 and April 2020, the Company issued two convertible notes payable in the amounts of $440,000 and $247,500, respectively. The convertible notes were due in one-year, had original issuance discounts of $40,000 and $22,500, respectively, accrued interest at 5% per annum, were unsecured and convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During January 2023, the Company entered into a settlement agreement with the holder of the convertible notes, whereby the Company agreed to issue 2,500,000 shares of common stock valued at the market price on the date of issuance of $605,000, or $0.24 per share, in exchange for the outstanding convertible note balances with a combined fair market value of $508,700 and accrued interest of $76,522, recognizing a loss on debt conversion of $19,778 during the nine months ended September 30, 2023. During the nine months ended September 30, 2023 and 2022, the Company recognized $252,138 in fair value gains and $73,185 in fair value losses as a result of the conversion options on the above-mentioned convertible debt, respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | NOTE 6: STOCKHOLDERS EQUITY Common Stock During February 2023, as a result of convertible debt settlement agreements with two related party companies who were under common control, the Company issued 72,100,000 shares of common stock valued at $24,514,000, or the market price on the date of issuance or $0.34 per share (see Note 4). This transaction results in a change of control. During March 2023, as a result of a convertible debt settlement agreement, the Company issued 685,000 shares of common stock valued at $266,466, or the market price on the date of issuance or $0.39 per share (see Note 5). During March 2023, as a result of a convertible debt settlement agreement, the Company issued 2,500,000 shares of common stock valued at $605,000, or the market price on the date of issuance or $0.24 per share (see Note 5). During April 2023, as a result of a convertible debt settlement agreement, the Company issued 750,000 shares of common stock valued at $210,000, or the market price on the date of issuance or $0.28 per share (see Note 5). During April 2023, as a result of a convertible debt settlement agreement with a related party company, the Company issued 900,000 shares of common stock valued at $256,500, or the market price on the date of issuance or $0.29 per share (see Note 5). During September 2023, the Company issued 275,000,000 shares of its common stock as a prepayment for the acquisition of NewStream Energy Technology Group, Inc. (see Note 4). During September 2023, one director and one officer of the Company elected to convert a total of $2,938,804 in back due compensation into 7,347,193 shares of its common stock (see Note 4) During September 2023, the Company issued 1,700,000 shares of its common stock for services valued at $340,000, or $0.20 per share, the trading price of the stock on the date of issuance. During September 2023, the company entered into a stock purchase agreement with an existing shareholder for the sale of 166,667 restricted shares of its common stock at $0.15 per share, or $25,000 and 166,667 warrants to purchase common stock at a strike price of $.25 per share for five years. During August and September 2023, the company entered into two stock purchase agreements with an existing shareholder for the sale of 333,334 restricted shares of its common stock at $0.15 per share, or $50,000 and 333,334 warrants to purchase common stock at a strike price of $.25 per share for five years. As the common shares have not been issued as of September 30, 2023, the cash deposits are recorded as common stock to be issued on the balance sheet. Common Stock Warrants During September 2023, the company entered into a stock purchase agreement with an existing shareholder for the sale of 166,667 restricted shares of its common stock and 166,667 warrants to purchase common stock, exercisable immediately at a strike price of $0.25 per share for five years. During August and September 2023, the company entered into two stock purchase agreements with an existing shareholder for the sale of 333,334 restricted shares of its common stock and 333,334 warrants to purchase common stock, exercisable immediately at a strike price of $0.25 per share for five years. The following table presents the stock warrant activity during the nine months ended September 30, 2023: Weighted Weighted Average Average Warrants Exercise Price Remaining Term Outstanding - December 31, 2022 - $ - - Granted 500,001 0.25 5.00 Forfeited/expired - - - Exercised - - - Outstanding – September 30, 2023 500,001 $ 0.25 4.93 Exercisable – September 30, 2023 500,001 $ 0.25 4.93 The intrinsic value of the exercisable warrants as of September 30, 2023 was $0. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7: SUBSEQUENT EVENTS In October 2023, an amount of $85,000 recorded as payable to a company consultant was converted into shares at a price of $0.40 per share resulting in the issuance of 212,500 common shares. An additional 25,000 common shares were issued to the same consultant as a bonus. In October 2023, the company entered into a stock purchase agreement with an existing shareholder for the sale of 166,667 restricted shares of its common stock at $0.15 per share, or $25,000 and 166,667 warrants to purchase common stock at a strike price of $.25 per share for five years. On October 24, 2023, the Company completed its merger of NewStream Acquisition Partners 2. This merger which was previously reported as an 8K event in May 2023 and required the company to issue a total of 275,000,000 common shares which it did on September 19, 2023. The completion of the merger has resulted in a number of additional technologies being added to the Company’s technology platform. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | During June 2023, Clean Coal Technologies, Inc. changed its name to NewStream Energy Technologies Group, Inc. (“NewStream”, or the “Company”) with a new Ticker symbol NSGP. The accompanying unaudited interim financial statements of NewStream have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in NewStream’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10K have been omitted. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Common Share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. For the nine months ended September 30, 2023 and 2022, the Company realized net losses, resulting in outstanding warrants and convertible debt having an antidilutive effect. All potentially dilutive instruments were excluded from the calculation of diluted net loss per share as their inclusion would have been anti-dilutive. The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the nine months ended September 30, 2023 and 2022 as such shares would have had an anti-dilutive effect: September 30, 2023 2022 Common stock warrants 500,001 - Common stock to be issued 333,334 - Convertible notes payable - 3,620,882 Total 833,335 3,620,882 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. 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. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the nine months ended September 30, 2023 and 2022 as such shares would have had an anti-dilutive effect: September 30, 2023 2022 Common stock warrants 500,001 - Common stock to be issued 333,334 - Convertible notes payable - 3,620,882 Total 833,335 3,620,882 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option [Table Text Block] | The following table presents the stock warrant activity during the nine months ended September 30, 2023: Weighted Weighted Average Average Warrants Exercise Price Remaining Term Outstanding - December 31, 2022 - $ - - Granted 500,001 0.25 5.00 Forfeited/expired - - - Exercised - - - Outstanding – September 30, 2023 500,001 $ 0.25 4.93 Exercisable – September 30, 2023 500,001 $ 0.25 4.93 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 833,335 | 3,620,882 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 500,001 | 0 |
Common Stock To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 333,334 | 0 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 0 | 3,620,882 |
RESEARCH AND DEVELOPMENT (Detai
RESEARCH AND DEVELOPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Research and Development [Abstract] | ||||
Research and Development Expense | $ 3,000 | $ 3,000 | $ 9,000 | $ 9,585 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Apr. 30, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | May 31, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2015 | Sep. 19, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Acquisition Costs, Period Cost | $ 275,000,000 | |||||||||||||
Business Acquisition, Transaction Costs | $ 235,500 | |||||||||||||
Accrued Salaries, Current | $ 5,337,691 | $ 5,337,691 | $ 5,337,691 | $ 7,543,255 | ||||||||||
Notes Payable | 796,700 | 796,700 | 796,700 | 1,635,986 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 2,938,804 | $ 605,000 | $ 24,514,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,347,193 | 2,500,000 | 72,100,000 | |||||||||||
Convertible Debt | $ 0 | $ 0 | $ 0 | 9,856,124 | ||||||||||
Share Price (in Dollars per share) | $ 0.29 | $ 0.34 | $ 0.2 | $ 0.24 | $ 0.34 | $ 0.2 | $ 0.24 | $ 0.2 | ||||||
Gains (Losses) on Restructuring of Debt | $ 0 | $ 0 | $ 385,524 | $ 0 | ||||||||||
Gain (Loss) on Extinguishment of Debt | 0 | $ 0 | (6,572,723) | 0 | ||||||||||
Proceeds from Related Party Debt | 48,390 | $ 428,866 | ||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||||||||
Debt Instrument, Face Amount | $ 93,500 | $ 93,500 | ||||||||||||
Notes from Former Affiliates [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Interest Payable | 7,586,634 | |||||||||||||
Convertible Debt | $ 9,874,724 | |||||||||||||
Accrued Compensation [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,938,804 | |||||||||||||
Related Party Convertible Notes [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 900,000 | 69,300,000 | 70,200,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 256,500 | $ 23,562,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.06 | |||||||||||||
Gains (Losses) on Restructuring of Debt | (6,357,144) | |||||||||||||
Gain (Loss) on Extinguishment of Debt | (215,579) | |||||||||||||
Majority Shareholder [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 847,786 | |||||||||||||
Interest Payable | 145,135 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,800,000 | 2,800,000 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 952,000 | |||||||||||||
Share Price (in Dollars per share) | $ 0.34 | $ 0.34 | ||||||||||||
Affiliated Entity [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 8,500 | $ 8,500 | $ 8,500 | 0 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | 12% | |||||||||||
Repayments of Related Party Debt | $ 12,500 | |||||||||||||
Proceeds from Related Party Debt | 21,000 | |||||||||||||
Former Chief Operating Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 200,000 | |||||||||||||
Notes Payable | $ 1,962,735 | $ 1,962,735 | 1,962,735 | |||||||||||
Interest Payable | 736,021 | 736,021 | 736,021 | |||||||||||
Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,469,439 | |||||||||||||
Officer [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable | 83,200 | 83,200 | $ 83,200 | 83,200 | ||||||||||
Debt Instrument, Interest Rate Terms | bear no interest | |||||||||||||
Related Party [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable | 0 | 0 | $ 0 | 847,786 | ||||||||||
Debt Instrument, Face Amount | 27,390 | 27,390 | 27,390 | |||||||||||
Repayments of Related Party Debt | 283,890 | |||||||||||||
Majority Shareholder [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 705,000 | $ 705,000 | $ 705,000 | $ 705,000 | ||||||||||
NewStream Energy Technology Group [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Business Acquisition, Share Price (in Dollars per share) | $ 0.23 |
DEBT (Details)
DEBT (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 17 Months Ended | ||||||||||||
Sep. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2020 USD ($) | Jan. 31, 2020 USD ($) | Aug. 31, 2019 USD ($) | May 31, 2019 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Apr. 30, 2020 USD ($) | |
DEBT (Details) [Line Items] | ||||||||||||||||
Number of Notes Payable | 2 | 2 | ||||||||||||||
Amortization of Debt Discount (Premium) | $ 49,415 | $ 41,181 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 7,347,193 | 2,500,000 | 72,100,000 | |||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.2 | $ 0.29 | $ 0.24 | $ 0.34 | $ 0.2 | $ 0.2 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | $ (6,572,723) | 0 | ||||||||||||
Stock Issued During Period, Value, Other | 50,000 | 50,000 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,938,804 | $ 605,000 | $ 24,514,000 | |||||||||||||
Gains (Losses) on Restructuring of Debt | 0 | $ 0 | 385,524 | 0 | ||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Number of Notes Payable | 2 | |||||||||||||||
Debt Instrument, Face Amount | $ 93,500 | |||||||||||||||
Debt Instrument, Unamortized Discount | 9,250 | 9,250 | 9,250 | |||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a the lesser of $0.10 per share, or 90% of the average of the two lowest volume weighted average market prices for the five consecutive trading days prior to the conversion | |||||||||||||||
Notes and Loans Payable | 93,500 | 93,500 | 93,500 | |||||||||||||
Amortization of Debt Discount (Premium) | 18,500 | |||||||||||||||
April 2023 Note [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 397,727 | |||||||||||||||
Debt Instrument, Unamortized Discount | 27,841 | $ 47,722 | 27,841 | 27,841 | ||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a the lesser of $0.04 per share, or 90% of the average of the two lowest volume weighted average market prices for the five consecutive trading days prior to the conversion date | |||||||||||||||
Notes and Loans Payable | 397,727 | 397,727 | 397,727 | |||||||||||||
Amortization of Debt Discount (Premium) | 19,886 | |||||||||||||||
April 2023 Note #2 [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 176,470 | |||||||||||||||
Debt Instrument, Unamortized Discount | 15,441 | $ 26,470 | 15,441 | 15,441 | ||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at $0.20 per share. | |||||||||||||||
Notes and Loans Payable | 176,470 | 176,470 | 176,470 | |||||||||||||
Amortization of Debt Discount (Premium) | 11,029 | |||||||||||||||
Convertible Notes #3 [Member] | Convertible Debt [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 262,500 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 12,500 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion | |||||||||||||||
Convertible Notes #4 [Member] | Convertible Debt [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 157,500 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion | |||||||||||||||
Debt, Prepayment Penalty | $ 7,500 | |||||||||||||||
Convertible Notes # 10 [Member] | Convertible Debt [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 138,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion | |||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.39 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | 95,161 | |||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 685,000 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 266,466 | |||||||||||||||
Gains (Losses) on Restructuring of Debt | 252,138 | $ (73,185) | ||||||||||||||
Convertible Notes # 10 [Member] | Convertible Debt [Member] | Principal [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | 338,857 | |||||||||||||||
Convertible Notes # 10 [Member] | Convertible Debt [Member] | Accrued Interest [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 22,770 | |||||||||||||||
Convertible Notes # 11 [Member] | Convertible Debt [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 40,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion | |||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.24 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | (19,778) | |||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 2,500,000 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 605,000 | |||||||||||||||
Convertible Notes # 11 [Member] | Convertible Debt [Member] | Principal [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | 508,700 | |||||||||||||||
Convertible Notes # 11 [Member] | Convertible Debt [Member] | Accrued Interest [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 76,522 | |||||||||||||||
Convertible Notes #12 [Member] | Convertible Debt [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 22,500 | $ 247,500 | ||||||||||||||
Convertible Notes Settlement Agreements [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Number of Notes Payable | 2 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 750,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 210,000 | |||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.28 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 310,140 | |||||||||||||||
Convertible Notes Settlement Agreements [Member] | Principal [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 450,011 | |||||||||||||||
Convertible Notes Settlement Agreements [Member] | Accrued Interest [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 70,129 | |||||||||||||||
Original Issue Discount [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,500 | |||||||||||||||
Notes from Former Affiliates [Member] | ||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||
Notes and Loans Payable | $ 413,185 | $ 413,185 | $ 413,185 | $ 413,185 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 19, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | |
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Number of Notes Payable | 2 | 2 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,347,193 | 2,500,000 | 72,100,000 | ||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 2,938,804 | $ 605,000 | $ 24,514,000 | ||||||
Share Price (in Dollars per share) | $ / shares | $ 0.2 | $ 0.29 | $ 0.24 | $ 0.34 | $ 0.2 | $ 0.2 | $ 0.2 | ||
Stock Issued During Period, Shares, Acquisitions | 275,000,000 | 275,000,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 1,700,000 | ||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 340,000 | $ 340,000 | $ 340,000 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 25,000 | $ 25,000 | $ 25,000 | ||||||
Class of Warrant or Rights, Grants in Period | 166,667 | 500,001 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0 | ||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding (in Dollars) | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Common Stock To Be Issued [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Class of Warrant or Rights, Grants in Period | 333,334 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | |||||
Convertible Debt [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 750,000 | 685,000 | |||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 210,000 | $ 266,466 | |||||||
Share Price (in Dollars per share) | $ / shares | $ 0.28 | $ 0.39 | |||||||
Restricted Stock [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | |||||
Stock Issued During Period, Shares, New Issues | 166,667 | ||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 50,000 | ||||||||
Restricted Stock [Member] | Common Stock To Be Issued [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.15 | $ 0.15 | 0.15 | 0.15 | |||||
Stock Issued During Period, Shares, New Issues | 333,334 | ||||||||
Affiliated Entity [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Class of Warrant or Rights, Grants in Period | 333,334 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | |||||
Affiliated Entity [Member] | Convertible Debt [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 900,000 | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 256,500 | ||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.29 | ||||||||
Affiliated Entity [Member] | Restricted Stock [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 333,334 | ||||||||
Existing Shareholder[Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Class of Warrant or Rights, Grants in Period | 166,667 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | |||||
Existing Shareholder[Member] | Restricted Stock [Member] | |||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 166,667 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option - $ / shares | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Payment Arrangement Outstanding Award Activity Excluding Option Abstract | |||
Warrants, Outstanding | 500,001 | 500,001 | 0 |
Warrants, Weighted Average Exercise Price | $ 0.25 | $ 0.25 | $ 0 |
Warrants, Weighted Average Remaining Term | 4 years 11 months 4 days | ||
Granted, Outstanding | 166,667 | 500,001 | |
Granted, Weighted Average Exercise Price | $ 0.25 | ||
Granted, Weighted Average Remaining Term | 5 years | ||
Forfeited/expired, Outstanding | 0 | ||
Forfeited/expired, Weighted Average Exercise Price | $ 0 | ||
Exercised, Outstanding | 0 | ||
Exercised, Weighted Average Exercise Price | $ 0 | ||
Exercisable, Outstanding | 500,001 | ||
Exercisable, Weighted Average Exercise Price | $ 0.25 | ||
Exercisable, Weighted Average Remaining Term | 4 years 11 months 4 days |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 01, 2023 | Sep. 19, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 2,938,804 | $ 605,000 | $ 24,514,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,347,193 | 2,500,000 | 72,100,000 | |||||||
Share Price (in Dollars per share) | $ 0.2 | $ 0.24 | $ 0.34 | $ 0.2 | $ 0.2 | $ 0.29 | ||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Class of Warrant or Rights, Grants in Period | 166,667 | 500,001 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0 | ||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | |||||||
Stock Issued During Period, Shares, Acquisitions | 275,000,000 | 275,000,000 | ||||||||
Subsequent Event [Member] | ||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 85,000 | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.4 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 212,500 | |||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | |||||||||
Class of Warrant or Rights, Grants in Period | 166,667 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.25 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Restricted Stock [Member] | ||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 166,667 | |||||||||
Share Price (in Dollars per share) | $ 0.15 | $ 0.15 | $ 0.15 | |||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 50,000 | |||||||||
Restricted Stock [Member] | Subsequent Event [Member] | ||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 166,667 | |||||||||
Share Price (in Dollars per share) | $ 0.15 | |||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 25,000 |