Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | CORPORATE UNIVERSE, INC. | |
Entity Central Index Key | 0001450307 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 426,049,670 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56271 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 85-2005645 | |
Entity Address Address Line 1 | 2093 Philadelphia Pike #8334 | |
Entity Address City Or Town | Claymont | |
Entity Address State Or Province | DE | |
Entity Address Postal Zip Code | 19703 | |
City Area Code | 302 | |
Local Phone Number | 273-1150 | |
Security 12b Title | Common | |
Trading Symbol | COUV | |
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 7,772 | $ 475 |
Prepaid expenses | 3,500 | 0 |
Current assets | 11,272 | 475 |
Note receivable | 1,595,000 | 100,000 |
Interest receivable | 65,800 | 418 |
Investment in Medicevo Corp | 0 | 430,800 |
Total assets | 1,672,072 | 531,693 |
Current liabilities | ||
Accounts payable | 1,400 | 0 |
Total liabilities | 1,400 | 0 |
Stockholder's equity | ||
Common stock, $0.0001 par value; 2,500,000,000 shares authorized 426,049,670 and 490,216,330 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 42,605 | 46,272 |
Common stock to be issued | 750 | 2,750 |
Additional paid in capital | 64,521,758 | 62,821,091 |
Accumulated deficit | (62,894,459) | (62,338,438) |
Total stockholders' equity | 1,670,672 | 531,693 |
Total liabilities and stockholders' equity | 1,672,072 | 531,693 |
Series E Preferred Stock [Member] | ||
Stockholder's equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; | 8 | 8 |
Series F Preferred Stock [Member] | ||
Stockholder's equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; | 10 | 10 |
Series C Preferred Stock [Member] | ||
Stockholder's equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; | 0 | 0 |
Series G Preferred Stock [Member] | ||
Stockholder's equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 426,049,670 | 490,216,330 |
Common stock, shares outstanding | 426,049,670 | 462,716,330 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 81,100 | 81,100 |
Preferred stock, shares issued | 81,032 | 81,032 |
Preferred stock, shares outstanding | 81,032 | 81,032 |
Series F Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 500,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 25 | 100,000 |
Preferred stock, shares issued | 18 | 0 |
Preferred stock, shares outstanding | 18 | 0 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Professional fees | 34,575 | 5,000 | 95,190 | 17,500 |
Personnel expenses | 22,500 | 0 | 67,502 | 0 |
General and administrative | 8,694 | 29,301 | 27,913 | 29,301 |
Total operating expenses | 65,769 | 34,301 | 190,605 | 46,801 |
Net operating loss | (65,769) | (34,301) | (190,605) | (46,801) |
Other income (expense): | ||||
Interest expense | 0 | (2,184) | 0 | (3,230) |
Change in fair value of derivative liabilities | 0 | (405,825) | 0 | (1,589,898) |
Interest income | 31,017 | 0 | 65,384 | 0 |
Loss on impairment of investment | 0 | 0 | (430,800) | 0 |
Total other income (expense) | 31,017 | (408,009) | (365,416) | (1,593,128) |
Net loss | $ (34,752) | $ (442,310) | $ (556,021) | $ (1,639,929) |
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding, basic and diluted | 467,933,723 | 559,409,761 | 477,002,045 | 559,409,761 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Common Stock to be Issued [Member] |
Balance, shares at Dec. 31, 2019 | 565,716,330 | ||||||
Balance, amount at Dec. 31, 2019 | $ (17,904) | $ 0 | $ 56,572 | $ 423,628 | $ (498,104) | $ 0 | |
Net loss | (219,922) | 0 | $ 0 | 0 | (219,922) | 0 | |
Balance, shares at Mar. 31, 2020 | 565,716,330 | ||||||
Balance, amount at Mar. 31, 2020 | (237,826) | 0 | $ 56,572 | 423,628 | (718,026) | 0 | |
Balance, shares at Dec. 31, 2019 | 565,716,330 | ||||||
Balance, amount at Dec. 31, 2019 | (17,904) | 0 | $ 56,572 | 423,628 | (498,104) | 0 | |
Net loss | (1,639,929) | ||||||
Balance, shares at Sep. 30, 2020 | 457,716,330 | ||||||
Balance, amount at Sep. 30, 2020 | (1,660,333) | 0 | $ 56,572 | 423,628 | (2,138,033) | (2,500) | |
Balance, shares at Mar. 31, 2020 | 565,716,330 | ||||||
Balance, amount at Mar. 31, 2020 | (237,826) | 0 | $ 56,572 | 423,628 | (718,026) | 0 | |
Net loss | (977,697) | 0 | $ 0 | 0 | (977,697) | 0 | |
Balance, shares at Jun. 30, 2020 | 565,716,330 | ||||||
Balance, amount at Jun. 30, 2020 | (1,215,523) | 0 | $ 56,572 | 423,628 | (1,695,723) | 0 | |
Net loss | (442,310) | 0 | $ 0 | 0 | (442,310) | 0 | |
Repurchase of common stock, shares | (108,000,000) | ||||||
Repurchase of common stock, amount | (2,500) | 0 | $ 0 | 0 | 0 | (2,500) | |
Balance, shares at Sep. 30, 2020 | 457,716,330 | ||||||
Balance, amount at Sep. 30, 2020 | (1,660,333) | $ 0 | $ 56,572 | 423,628 | (2,138,033) | $ (2,500) | |
Balance, shares at Dec. 31, 2020 | 181,032 | 462,716,330 | 27,500,000 | ||||
Balance, amount at Dec. 31, 2020 | 531,693 | $ 18 | $ 46,272 | 62,821,091 | (62,338,438) | $ 2,750 | |
Net loss | (81,305) | 0 | $ 0 | 0 | (81,305) | $ 0 | |
Issuance to stock committed in 2020, shares | 20,000,000 | (20,000,000) | |||||
Issuance to stock committed in 2020, amount | 0 | $ 0 | $ 2,000 | 0 | 0 | $ (2,000) | |
Sale of Series G Preferred Stock, shares | 14 | ||||||
Sale of Series G Preferred Stock, amount | 1,350,000 | $ 0 | 0 | 1,350,000 | 0 | 0 | |
Stock issuance costs | (10,000) | $ 0 | $ 0 | (10,000) | 0 | $ 0 | |
Balance, shares at Mar. 31, 2021 | 181,046 | 482,716,330 | 7,500,000 | ||||
Balance, amount at Mar. 31, 2021 | 1,790,388 | $ 18 | $ 48,272 | 64,161,091 | (62,419,743) | $ 750 | |
Balance, shares at Dec. 31, 2020 | 181,032 | 462,716,330 | 27,500,000 | ||||
Balance, amount at Dec. 31, 2020 | 531,693 | $ 18 | $ 46,272 | 62,821,091 | (62,338,438) | $ 2,750 | |
Net loss | (556,021) | ||||||
Balance, shares at Sep. 30, 2021 | 181,049 | 426,049,670 | 7,500,000 | ||||
Balance, amount at Sep. 30, 2021 | 1,670,672 | $ 18 | $ 42,605 | 64,521,758 | (62,894,459) | $ 750 | |
Balance, shares at Mar. 31, 2021 | 181,046 | 482,716,330 | 7,500,000 | ||||
Balance, amount at Mar. 31, 2021 | 1,790,388 | $ 18 | $ 48,272 | 64,161,091 | (62,419,743) | $ 750 | |
Net loss | (439,964) | $ 0 | 0 | 0 | (439,964) | 0 | |
Sale of Series G Preferred Stock, shares | 2 | ||||||
Sale of Series G Preferred Stock, amount | 185,000 | $ 0 | $ 0 | 185,000 | 0 | $ 0 | |
Balance, shares at Jun. 30, 2021 | 181,047 | 482,716,330 | 7,500,000 | ||||
Balance, amount at Jun. 30, 2021 | 1,535,424 | $ 18 | $ 48,272 | 64,346,091 | (62,859,707) | $ 750 | |
Net loss | (34,752) | $ 0 | 0 | 0 | (34,752) | 0 | |
Sale of Series G Preferred Stock, shares | 2 | ||||||
Sale of Series G Preferred Stock, amount | 170,000 | $ 0 | $ 0 | 170,000 | 0 | 0 | |
Cancellation of common stock, shares | (56,666,660) | ||||||
Cancellation of common stock, amount | 0 | $ 0 | $ (5,667) | 5,667 | 0 | $ 0 | |
Balance, shares at Sep. 30, 2021 | 181,049 | 426,049,670 | 7,500,000 | ||||
Balance, amount at Sep. 30, 2021 | $ 1,670,672 | $ 18 | $ 42,605 | $ 64,521,758 | $ (62,894,459) | $ 750 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (556,021) | $ (1,639,929) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | 0 | 1,589,898 |
Amortization of debt discount | 0 | 1,737 |
Fees paid by note in lieu of cash | 0 | 18,820 |
Loss on impairment of investment | 430,800 | 0 |
Changes in operating assets & liabilities: | ||
Accounts payable | 1,400 | 0 |
Interest receivable | (65,382) | 0 |
Prepaid expenses | (3,500) | 0 |
Related party advances | 0 | 16,276 |
Accrued interest | 0 | 5,173 |
Net cash used in operating activities | (192,703) | (8,025) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash issued for note receivable | (1,495,000) | 0 |
Net cash (used in) provided by investing activities | (1,495,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 0 | 12,500 |
Proceeds from the issuance of Series G Preferred Stock | 1,695,000 | 0 |
Net cash provided by financing activities | 1,695,000 | 12,500 |
NET INCREASE IN CASH | 7,297 | 4,475 |
CASH, BEGINNING OF PERIOD | 475 | 249 |
CASH, END OF PERIOD | 7,772 | 4,475 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Nature of operations
Nature of operations | 9 Months Ended |
Sep. 30, 2021 | |
Nature of operations | |
1. Nature of operations | 1. Nature of operations Corporate Universe, Inc (“COUV” or the “Company”) was incorporated in Delaware on May 28, 1986 On June 29, 2011, the Company changed its name to Carrier Alliance Group Inc. On July 17, 2020, the Company changed its name back to Corporate Universe, Inc. On December 10, 2020, the Company signed a Letter of Intent (the “Letter of Intent”), the purpose of which was to acquire 100% of the equity interest of Oxcion Limited, an entity incorporated and registered under the laws of England and Wales (Registration Number 06826090), which was formerly known as Solutions for Start Up Ventures Limited (“Solutions”), (the “Acquisition”) the owner of the ongoing business and assets of Zapgo Limited, including patents, patent applications, trademarks, and design rights in the areas of high temperature super capacitors, high voltage super capacitors and charging infrastructure (the “Zapgo Patents”), which are listed herein as an Exhibit hereto. The material terms of the Letter of Intent included the acquisition by COUV of 100% of the common stock in the entity which owned the Zapgo Patents, in exchange for the issuance by COUV of 100,000,000 shares of newly issued common stock in the Company and a newly created series of preferred stock in the Company which shall be convertible into 60% of the issued and outstanding shares of the Company. Upon signing the Binding Letter of Intent, the Company loaned $100,000 (See Note 7) to be forgiven at Closing. Because Zapgo Limited had been placed in Administration, (which is essentially the United Kingdom’s equivalent of bankruptcy, with an Administrator serving in a role equivalent to a bankruptcy trustee in the United States), in order to acquire the ongoing business and assets of Zapgo, it was necessary to purchase those from the Joint Administrators, (Buchler Phillips Limited, 6 Grosvenor Street, Mayfair, London W1K 4PZ and Aspect Plus Limited, 40a Station Road, Upminister, Essex RM14 2TR). Under the terms of a Business Sale Areement between Oxcion Limited and the Joint Administrators, Oxcion Limited paid a deposit of £110,000 to secure the Zapgo Assets and then was required to make five further instalments of £70,000 each totaling £350,000, with the final balance due by February 28, 2021. As required by the Letter of Intent, in order to fund the purchase of the Zapgo Assets by Oxcion Limited, the Company loaned an additional $400,000, of which $270,000 was an immediate payment of the remainder of the purchase price (the equivalent of £210,000) owed to the Joint Administrators of Zapgo Limited (together, the “Administrator”), such that the Administrator was paid in full by February 28, 2021, and the Administrator’s lien on the Zapgo Assets was discharged on March 16, 2021. Additionally, the Letter of Intent required Oxcion Limited to enter into employment agreements with its key executives, and that the Company appoint Andrew Sispoidis to its Board of Directors and as the Company’s Chief Executive Officer at Closing. On March 16, 2021, as part of the reorganization of its business in preparation for the Acquisition, Oxcion Limited became a wholly-owned subsidiary of Carbon-Ion Energy, Inc., a Delaware corporation (“Carbon-Ion”), which assumed the legal right to complete the Acquisition, as set forth in the Binding Letter of Intent. For clarity, on December 10, 2020, at the time of the execution of the Binding Letter of Intent, the proposed name of the entity which was to be created in order to be assigned the Zapgo Patents from Solutions, now known as Oxcion Limited) was “Carbon-Ion Energy Storage, Ltd.”, a Delaware corporation, which is the name reflected in Note 1 of the financial statements and notes contained herein for the period ending December 31, 2020. However, subsequent to the fiscal 2020 year-end, Carbon-Ion Energy, Inc., a Delaware corporation, was the entity actually formed to take the place of “Carbon-Ion Energy Storage, Ltd.”, and Oxcion became a wholly-owned subsidiary of Carbon-Ion Energy, Inc., such that Carbon-Ion Energy, Inc. was the entity which subsequently entered into the Share Exchange Agreement, Secured Promissory Note, and Security Agreement, all of which are attached hereto as Exhibits. Therefore, Carbon-Ion Energy, Inc. is the entity referred to herein as “Carbon-Ion.” Pursuant to the terms of the Share Exchange Agreement between the Company and Carbon-Ion, the Company anticipates a change in control upon the Closing of the Acquisition, which includes the appointment of Andrew Sispoidis to the Company’s Board of Directors and the Company’s Chief Executive Officer. On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon-Ion in order to complete the Acquisition as set forth in the Binding Letter of Intent. On April 13, 2021, in connection with the Share Exchange Agreement, the Company also entered into a Secured Promissory Note, and Security Agreement, under which the Company agreed to loan $1,000,000 to Carbon-Ion, to be secured by the assets of Carbon-Ion and its wholly-owned subsidiary, Oxcion Limited. Both Carbon-Ion and Oxcion Limited are Grantors under the Security Agreement, such that the Company has a security interest in the assets of Oxcion Limited, the most important assets of which are the ongoing business and assets of Zapgo Limited (“Zapgo”), including Zapgo’s patents and other intellectual property, and contracts of employment (the “Zapgo Assets”), which Oxcion Limited acquired on September 11, 2020 from Zapgo from the Zapgo Administrators. Also on April 13, 2021, in connection with the Share Exchange Agreement, Carbon-Ion issued the Company a Promissory Note in the principal amount of $1,500,000, which includes the loan of $1,000,000 on April 13, 2021, and also replaces the previous $100,000 promissory note dated December 11, 2020 and the subsequent $400,000 promissory note dated January 25, 2021 issued to the Company by Solutions, and such replacement was formalized in a Termination Agreement, also signed on April 13, 2021 Subsequent to the issuance of the Promissory Notes described above, two further Promissory Notes were issued. The first was issued on August 23, 2021 in the principal amount of $95,000 and the second was issued on October 28, 2021 in the principal amount of $240,000. These notes also are covered under the Termination Agreement. The closing of the Exchange took place on November 12, 2021. As of the date of filing, the business activities of Carbon-Ion, and its subsidiary, Oxcion Limited, consist only of the ownership and maintenance of such ownership of the Zapgo Patents. We intend to carry on Carbon-Ion’s business as our primary line of business. Carbon-Ion is headquartered in Claymont, Delaware, and intends to focus on the development of a new class of energy storage device with considerable functional improvements over commercially available supercapacitors or ‘ultracapacitors’. This technology is referred to as the Carbon-Ion or C-Ion cell in contrast to Lithium-ion or Li-ion. The Company has a focus on emerging business development to create value for our shareholders and provide the environment for business growth and stability. Consistent with this focus, the Company’s acquisition of Carob Ion, and its wholly-owned subsidiary, Oxcion, will allow the Company to explore various strategies to create revenue for the Company and its shareholders from the Zapgo Patents, which strategies can include the development of technology based on the Zapgo Patents into products which can be sold by the Company, entering into joint ventures with other companies that can manufacture or market the technology based on the Zapgo Patents, to seek the sale of certain Zapgo Patents and to pursue licensing agreements with other companies or institutions which may seek to develop and market the technology based on the Zapgo Patents. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of significant accounting policies | |
2. Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from contracts with customers,” The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The estimated fair value of derivatives are calculated using a Monte Carlo Simulation (“MCS”) model. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Fair Value Measurements and Disclosures Derivative Liability The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, " Derivatives and Hedging Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. Stock Based Compensation Expense The Company records stock-based compensation in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 718, “ Accounting for Stock Compensation Convertible Debentures If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 " Debt with Conversion and Other Options Advertising, Marketing and Public Relations The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination. The Company has adopted FASB ASC 740-10, Accounting for Income Taxes Net Income (Loss) Per Common Share The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, Recent 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, 2021 | |
Going concern | |
3. Going concern | 3. Going concern The accompanying financial statements have been prepared on a going concern basis. For the nine months ended September 30, 2021, the Company had a net loss of $556,021, had net cash used in operating activities of $192,703, had negative working capital of $9,872, accumulated deficit of $62,894,459 and stockholders’ equity of $1,670,672. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Concentration of credit risks
Concentration of credit risks | 9 Months Ended |
Sep. 30, 2021 | |
Concentration of credit risks | |
4. Concentration of credit risks | 4. Concentration of credit risks The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. There were no cash deposits in excess of FDIC insurance at September 30, 2021 and December 31, 2020. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and contingencies | |
5. Commitments and contingencies | 5. Commitments and contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies |
Investment in Medicevo
Investment in Medicevo | 9 Months Ended |
Sep. 30, 2021 | |
Investment in Medicevo | |
6. Investment in Medicevo | 6. Investment in Medicevo On November 2, 2020 and subsequently amended on December 1, 2020, the Company entered into an Share Exchange agreement to acquire 1,000,000 Shares of Medicevo Corporation (“Medicevo”), a Delaware Corporation, from its shareholder, for $150,000 in cash invested in Medicevo and 15,600,000 shares of the Company’s common stock valued at $280,800 to Medicevo’s shareholder. The Company has recorded the Investment in Medicevo in the amount of $430,800 as a non-current asset on the balance sheet and accounts for the investment under the cost method, which requires a periodic assessment for impairment. Medicevo’s majority shareholder is beneficially controlled by Isaac H. Sutton, the Company’s CEO. During the nine months ended September 30, 2021, Medicevo has discontinued operations and consequently, the Company recorded an impairment loss of $430,800. |
Note receivable
Note receivable | 9 Months Ended |
Sep. 30, 2021 | |
Note receivable | |
7. Note receivable | 7. Note receivable On December 11, 2020, the Company loaned Start-Up Ventures Limited, an affiliate of Carbon-Ion Energy Inc. (“Carbon-Ion”) $100,000. The loan was documented by a Promissory Note with an interest rate of 8% and maturity date of December 31, 2021. During the nine months ended September 30, 2021, the Company loaned an additional $1,495,000 and received a promissory note from Start-Up Ventures Limited. The note has an interest rate of 8% and a maturity date of March 31, 2022. During the nine months ended September 30, 2021, the Company recorded $65,384 in interest income. This note was part of the consideration agreed to, per a letter of intent to merge Carbon-Ion. See Note 1. On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon-Ion in order to complete the Acquisition as set forth in the Binding Letter of Intent. On April 13, 2021, in connection with the Share Exchange Agreement, the Company also entered into a Securities Purchase Agreement, Secured Promissory Note, and Security Agreement, under which the Company agreed to loan $1,000,000 to Carbon-Ion, to be secured by the assets of Carbon-Ion and its wholly-owned subsidiary, Oxcion Limited. Both Carbon-Ion and Oxcion Limited are Grantors under the Security Agreement, such that the Company has a security interest in the assets of Oxcion Limited, the most important assets of which are the ongoing business and assets of Zapgo Limited (“Zapgo”), including Zapgo’s patents and other intellectual property, and contracts of employment (the “Zapgo Assets”), which Oxcion Limited acquired on September 11, 2020 from Zapgo from the Zapgo Administrators. Also on April 13, 2021, in connection with the Share Exchange Agreement, Carbon-Ion issued the Company a Promissory Note in the principal amount of $1,500,000, which includes the loan of $1,000,000 on April 13, 2021, (and also replaces the previous $100,000 promissory note dated December 11, 2020 and the subsequent $400,000 promissory note dated January 25, 2021 issued to the Company by Solutions, and such replacement was formalized in a Termination Agreement, also signed on April 13, 2021. An additional $95,000 was loaned on August 23, 2021, with 8% interest and matures on August 22, 2022. As of the date of filing, the Company and Carbon-Ion are in the process of completing the steps necessary for the Closing of the Acquisition, the details of which shall be included in a subsequent Current Report to be filed on Form 8-K and the Company intends to provide further detail as to the proposed change in control in a Schedule 14 to be filed with the SEC. The closing of the Exchange took place on November 12, 2021. Pro Forma Disclosures The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Carbon-Ion for the nine months ended September 30, 2021 and 2020, respectively. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on January 1, 2020. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. The following table summarizes on an unaudited pro forma basis the Company’s balance sheets as of September 30, 2021 and 2020. 2021 2020 Assets $ 9,854,388 $ 673,652 Liabilities 1,600,298 $ 783,532 Stockholders’ equity 8,254,090 $ (109,880 ) Liabilities and Stockholders’ equity $ 9,854,388 $ (109,880 ) The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the nine months ended September 30, 2021: 2021 2020 Net loss $ (2,697,827 ) $ (109,880 ) Net loss per share- basic and diluted $ (0.34 ) $ (109880.0 ) Weighted average number of shares of common stock outstanding- basic and diluted 8,000,000 1 The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from January 1, 2020 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity | |
8. Equity | 8. Equity Common Stock On October 13, 2020, the Company filed a Complaint in the United States District Court of Maryland (the “Court”) under Case No. 1:20-cv-02925-ELH against three corporate entities which are shareholders of the Company’s Common Stock, related to issuances of 56,666,660 common shares to them in 2010, by former management. On April 9, 2021, the Company filed a Motion for Default against the defendants, which was granted by the Court on April 20, 2021. Because the defendants did not file a Motion to Vacate the Order of Default, on May 22, 2021, the Company filed a Motion for Default Judgment against them, which was granted by the Court. As a result of the Default Judgment, the Company cancelled 56,666,600 shares of Common Stock. Preferred Stock The Company has 1,000,000 Shares of Preferred Stock authorized with a par value of $0.0001. The Company has allocated 100,000 Shares for Series C Preferred, 81,100 Shares for Series E Preferred 500,000 for Series F Preferred, and 25 for Series G Preferred. Series C · Convertible into common upon the Company completing a reverse stock split upon which the amount converted will equal 20% of the issued and outstanding common shares per the reverse split. · The holders are entitled to receive dividends on par with common on an as converted basis. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall be entitled to vote representing 20% of the votes eligible to be cast in the matter. Series E · Convertible at option of holder; 1 preferred share is convertible into 1,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series E holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock. · Voting: The Series E holders are entitled to vote together with the common holders as a single class representing 100 votes. Series F · Convertible at option of holder; 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) · The holders are entitled to receive dividends if and when declared. · The Series F holders are entitled to receive liquidation in preference to the common holders but not above the Series E preferred stock. · Voting: The Series F holders are entitled to vote together with the common holders as a single class representing 100 votes. Series G · 25 shares designated · Each share is convertible at option of holder into 4,000,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series G holders are entitled to receive liquidation in preference to the common holders and any subsequent issuances of preferred stock. · Voting: Each share of the Series G holders is entitled to 4,000,000 votes on all matters before the common stock shareholders. Between January 5, 2021 and September 30, 2021,the Company sold 16.95 shares of Series G Preferred Stock to multiple investors for an aggregate $1,695,000 or $100,000 per share. The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 - Distinguishing Liabilities from Equity Derivatives and Hedging ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present. ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent events | |
9. Subsequent events | 9 Subsequent events Share Exchange Agreement On April 13, 2021, Corporate Universe, Inc. (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Carbon-Ion Energy, Inc. (“Carbon-Ion”) and the shareholders of Carbon-Ion. The Share Exchange Agreement was disclosed in the Form 10 Registration Statement that was initially filed by the Company with the SEC on April 26, 2021. The closing of the Exchange took place on November 12, 2021 (the “Closing Date”). Pursuant to the Share Exchange Agreement, Carbon-Ion became a wholly owned subsidiary of the Company (the “Exchange”). As consideration for the Exchange, the shareholders of Carbon-Ion (the “Shareholders”) exchanged an aggregate of 100,000,000 shares of common stock of Carbon-Ion, constituting all shares of capital stock of Carbon-Ion issued and outstanding (the “Carbon-Ion Shares”) for an aggregate of 100,000,000 shares of the Company’s common stock (the “Common Stock”) and 100,000 shares of the Company’s series D preferred stock (the “Series D Preferred Stock”). Each shares of our Series D Preferred Stock is convertible into Common Stock at a ratio of 12,937.5 shares of Common Stock for each share of Series D Preferred Stock held. The Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration exchanged, the process of exchanging the consideration and the effect of the Exchange. Subsequent to the consummation of the Exchange, the Company had 526,049,670 shares of Common Stock issued and outstanding, 100,000 shares of Series D Preferred Stock issued and outstanding (which is convertible into 1,035,000,000 shares of Common Stock), 81,032 shares of Series E Preferred Stock issued and outstanding (which is convertible into 81,032,000 shares of Common Stock), 100,000 shares of Series F Preferred Stock issued and outstanding (which is convertible into 4,000,000 shares of Common Stock), and 19.45 shares of Series G Preferred Stock issued and outstanding (which is convertible into 77,400,000 shares of Common Stock). Preferred Stock On November 16, 2021, the Company’s designation of Series D Preferred Stock was filed with the State of Delaware. Subsequent to September 30, 2021,the Company sold 2.5 shares of Series G Preferred Stock for $250,000 Officer/Director Appointment Effective as of November 12, 2011, the Company appointed Jack Brooks as President and a Director. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of significant accounting policies | |
Basis of Presentation | The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates. |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from contracts with customers,” The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. |
Fair Value Measurements and Fair Value of Financial Instruments | The Company adopted Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The estimated fair value of derivatives are calculated using a Monte Carlo Simulation (“MCS”) model. |
Fair Value of Financial Instruments | ASC subtopic 825-10, Financial Instruments Fair Value Measurements and Disclosures |
Derivative Liability | The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, " Derivatives and Hedging |
Cash and Cash Equivalents | For purposes of the statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Stock Based Compensation Expense | The Company records stock-based compensation in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 718, “ Accounting for Stock Compensation |
Convertible Debentures | If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 " Debt with Conversion and Other Options |
Advertising, Marketing and Public Relations | The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination. The Company has adopted FASB ASC 740-10, Accounting for Income Taxes |
Net Income (Loss) Per Common Share | The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, |
Recent 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. |
Note receivable (Tables)
Note receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Note receivable | |
Summary of balance sheet | 2021 2020 Assets $ 9,854,388 $ 673,652 Liabilities 1,600,298 $ 783,532 Stockholders’ equity 8,254,090 $ (109,880 ) Liabilities and Stockholders’ equity $ 9,854,388 $ (109,880 ) |
Summary of operations | 2021 2020 Net loss $ (2,697,827 ) $ (109,880 ) Net loss per share- basic and diluted $ (0.34 ) $ (109880.0 ) Weighted average number of shares of common stock outstanding- basic and diluted 8,000,000 1 |
Nature of operations (Details N
Nature of operations (Details Narrative) | Dec. 10, 2020USD ($)shares | Dec. 10, 2020EUR (€)shares | Aug. 24, 2021USD ($) | Sep. 30, 2021 | Oct. 28, 2021USD ($) | Aug. 23, 2021USD ($) | Apr. 13, 2021USD ($) | Jan. 25, 2021USD ($) |
Promissory note amount | $ 400,000 | |||||||
Additional Loan amount | $ 95,000 | $ 240,000 | $ 95,000 | |||||
Due date | Aug. 22, 2022 | Mar. 31, 2022 | ||||||
Secured Promissory Note [Member] | ||||||||
Loan amount | $ 1,000,000 | |||||||
Business Sale Agreement [Member] | ||||||||
Due date | Feb. 28, 2021 | Feb. 28, 2021 | ||||||
Total installments amount | € | € 350,000 | |||||||
Installments Paid | € | 70,000 | |||||||
Deposit to secure Assets | € | € 110,000 | |||||||
Share Exchange Agreement [Member] | ||||||||
Promissory note amount | 1,500,000 | |||||||
Loan amount | $ 1,000,000 | |||||||
Oxcion Limited [Member] | Binding Letter Of Intent [Member] | ||||||||
Additional Loan amount | $ 400,000 | |||||||
Issuance of shares | shares | 100,000,000 | 100,000,000 | ||||||
Ownership percentage | 100.00% | 100.00% | ||||||
Percentage of Convertible preferred stock | 60.00% | 60.00% | ||||||
Acquired percentage | 100.00% | 100.00% | ||||||
Loan amount | $ 100,000 | |||||||
Payment amount of loan | $ 270,000 |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going concern | ||||||||||
Net cash used in operating activities | $ (192,703) | $ (8,025) | ||||||||
working capital | $ (9,872) | (9,872) | ||||||||
Accumulated deficit | (62,894,459) | (62,894,459) | $ (62,338,438) | |||||||
Stockholders' equity | 1,670,672 | $ 1,535,424 | $ 1,790,388 | $ (1,660,333) | $ (1,215,523) | $ (237,826) | 1,670,672 | (1,660,333) | $ 531,693 | $ (17,904) |
Net loss | $ (34,752) | $ (439,964) | $ (81,305) | $ (442,310) | $ (977,697) | $ (219,922) | $ (556,021) | $ (1,639,929) |
Investment in Medicevo (Details
Investment in Medicevo (Details Narrative) - USD ($) | Nov. 02, 2020 | Oct. 13, 2020 | Sep. 30, 2021 |
Common stock , shares | 56,666,660 | ||
Share Exchange Agreement [Member] | |||
Shares acquired | 1,000,000 | ||
Investement in cash | $ 150,000 | ||
Common stock , shares | 15,600,000 | ||
Common stock , amount | $ 280,800 | ||
Non-current asset | $ 430,800 | ||
Impairment loss | $ 430,800 |
Note receivable (Details)
Note receivable (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | $ 1,672,072 | $ 531,693 | ||||||
Liabilities | 1,400 | 0 | ||||||
Stockholders' equity | 1,670,672 | $ 1,535,424 | $ 1,790,388 | 531,693 | $ (1,660,333) | $ (1,215,523) | $ (237,826) | $ (17,904) |
Liabilities and Stockholders' equity | 1,672,072 | $ 531,693 | ||||||
Balance Sheet [Member] | ||||||||
Assets | 9,854,388 | 673,652 | ||||||
Liabilities | 1,600,298 | 783,532 | ||||||
Stockholders' equity | 8,254,090 | (109,880) | ||||||
Liabilities and Stockholders' equity | $ 9,854,388 | $ (109,880) |
Note receivable (Details 1)
Note receivable (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (34,752) | $ (439,964) | $ (81,305) | $ (442,310) | $ (977,697) | $ (219,922) | $ (556,021) | $ (1,639,929) |
Net loss per share- basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Pro Forma Disclosures [Member] | ||||||||
Net loss | $ (2,697,827) | $ (109,880) | ||||||
Net loss per share- basic and diluted | $ (0.34) | $ (109,880) | ||||||
Weighted average number of shares of common stock outstanding- basic and diluted | 8,000,000 | 1 |
Note receivable (Details Narrat
Note receivable (Details Narrative) - USD ($) | Apr. 13, 2021 | Dec. 11, 2020 | Aug. 24, 2021 | Jan. 25, 2021 | Sep. 30, 2021 | Oct. 28, 2021 | Aug. 23, 2021 |
Maturity date | Aug. 22, 2022 | Mar. 31, 2022 | |||||
Additional loan | $ 1,495,000 | ||||||
Interest income | $ 65,384 | ||||||
Interest rate | 8.00% | ||||||
Additional Loan amount | $ 95,000 | $ 240,000 | $ 95,000 | ||||
Carbon-Ion Energy Inc [Member] | |||||||
Maturity date | Dec. 31, 2021 | ||||||
Interest rate | 8.00% | ||||||
Loan | $ 1,000,000 | $ 100,000 | |||||
Carbon-Ion Energy Inc [Member] | Exchange Agreement [Member] | |||||||
Loan | 1,000,000 | ||||||
Promissory Note principal amount | $ 1,500,000 | $ 100,000 | |||||
Subsequent promissory note | $ 400,000 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Oct. 13, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred Stock Share par value | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Issuances of common shares | 56,666,660 | ||
Common stock shares cancelled | 56,666,600 | ||
Series E Preferred Stock [Member] | |||
Preferred stock, shares authorized | 81,100 | 81,100 | |
Series F preferred Stock Share issued | 81,032 | 81,032 | |
Series F preferred Stock Share outstanding | 81,032 | 81,032 | |
Conversion, Description | 1 preferred share is convertible into 1,000 common shares | ||
Voting rights shares | 100 | ||
Preferred stock, shares allocated | 81,100 | ||
Series F Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 100,000 | |
Series F preferred Stock Share issued | 100,000 | 100,000 | |
Series F preferred Stock Share outstanding | 100,000 | 100,000 | |
Conversion, Description | 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) | ||
Voting rights shares | 100 | ||
Preferred stock, shares allocated | 500,000 | ||
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 100,000 | 100,000 | |
Series F preferred Stock Share issued | 0 | 0 | |
Series F preferred Stock Share outstanding | 0 | 0 | |
Preferred stock, shares allocated | 100,000 | ||
Reverse stock split | 20.00% | ||
Voting rights | 20.00% | ||
Series G Preferred Stock [Member] | |||
Preferred stock, shares authorized | 25 | 100,000 | |
Series F preferred Stock Share issued | 18 | 0 | |
Series F preferred Stock Share outstanding | 18 | 0 | |
Voting rights shares | 4,000,000 | ||
Preferred stock, shares allocated | 25 | ||
Series G Preferred Stock aggregate shares description | the Company sold 16.95 shares of Series G Preferred Stock to multiple investors for an aggregate $1,695,000 or $100,000 per share. | ||
Conversion of preferred stock into common shares | 4,000,000 | ||
Designated shares | 25 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Carbon-Ion Energy Inc [Member] | ||
Exchanged common shares | 100,000,000 | |
Common stock, shares issued and outstanding | 100,000,000 | |
Series E Preferred Stock [Member] | ||
Convertible common stock shares | 81,032,000 | |
Series D preferred Stock Share issued | 81,032 | 81,032 |
Series D preferred Stock Share outstanding | 81,032 | 81,032 |
Series F Preferred Stock [Member] | ||
Convertible common stock shares | 4,000,000 | |
Series D preferred Stock Share issued | 100,000 | 100,000 |
Series D preferred Stock Share outstanding | 100,000 | 100,000 |
Series G Preferred Stock [Member] | ||
Convertible common stock shares | 77,400,000 | |
Series D preferred Stock Share issued | 18 | 0 |
Series D preferred Stock Share outstanding | 18 | 0 |
Series D Preferred Stock [Member] | ||
Sold shares description | the Company sold 2.5 shares of Series G Preferred Stock for $250,000 | |
Convertible common stock shares | 1,035,000,000 | |
Series D preferred Stock Share issued | 100,000 | |
Description of convertible into common stock | Each shares of our Series D Preferred Stock is convertible into Common Stock at a ratio of 12,937.5 shares of Common Stock | |
Series D preferred Stock Share outstanding | 100,000 |