Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | BlackStar Enterprise Group, Inc. | ||
Trading Symbol | N/A | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 651,139,153 | ||
Entity Public Float | $ 1,339,206 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001483646 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55730 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-1120628 | ||
Entity Address, Address Line One | 4450 Arapahoe Ave. | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Boulder | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80303 | ||
City Area Code | (303) | ||
Local Phone Number | 500-3210 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO | ||
Security Exchange Name | NONE | ||
Title of 12(b) Security | N/A |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 62,085 | $ 518,539 |
Prepaid expenses | 5,000 | |
Total current assets | 62,085 | 523,539 |
Intangibles | 241,685 | 159,800 |
Total Assets | 303,770 | 683,339 |
Current liabilities | ||
Accounts payable | 97,750 | 43,042 |
Accrued payables | 150,691 | 74,742 |
Convertible notes payable, net of discounts of $7,835 and $534,856 at December 31, 2022 and 2021 | 784,939 | 689,169 |
Total current liabilities | 1,033,380 | 806,953 |
Stockholders' Deficit | ||
Preferred stock, 10,000,000 shares authorized; $0.001 par value; 1,000,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, 2,000,000,000 and 700,000,000 shares authorized; $0.001 par value 546,495,214 and 128,689,319 shares issued and outstanding at December 31, 2022 and 2021 | 546,495 | 128,689 |
Additional paid in capital | 8,097,862 | 7,896,457 |
Accumulated deficit | (9,374,967) | (8,149,760) |
Total stockholders' deficit | (729,610) | (123,614) |
Total Liabilities and Stockholders' Deficit | $ 303,770 | $ 683,339 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discount (in Dollars) | $ 7,835 | $ 534,856 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, share outstanding | 1,000,000 | 1,000,000 |
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 700,000,000 |
Common stock, shares issued | 546,495,214 | 128,689,319 |
Common stock, shares outstanding | 546,495,214 | 128,689,319 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Legal and professional | 127,392 | 102,040 |
Management consulting - related party | 294,401 | 344,642 |
General and administrative | 62,235 | 460,781 |
Total operating expenses | 484,028 | 907,463 |
Other expense (income) | ||
Amortization of discount on convertible notes | 482,348 | 998,673 |
Amortization of convertible debt issuance costs | 40,506 | 68,864 |
Interest expense | 218,325 | 208,567 |
Other expense (income) | 741,179 | 1,276,104 |
Net (loss) | $ (1,225,207) | $ (2,183,567) |
Net (loss) per share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.02) |
Weighted average number of common shares | ||
outstanding - basic and diluted (in Shares) | 272,030,056 | 117,171,748 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net (loss) per share - diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - diluted | 272,030,056 | 117,171,748 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2020 | $ 101,063 | $ 1,000 | $ 5,829,279 | $ (5,966,193) | $ (34,851) |
Balances (in Shares) at Dec. 31, 2020 | 101,063,806 | 1,000,000 | |||
Shares issued for conversion of notes and interest | $ 18,080 | 295,305 | $ 313,385 | ||
Shares issued for conversion of notes and interest (in Shares) | 18,079,985 | ||||
Shares issued for cashless warrant exercise (in Shares) | |||||
Beneficial conversion feature of convertible note | 1,337,750 | $ 1,337,750 | |||
Shares issued for loan costs | $ 300 | 23,700 | 24,000 | ||
Shares issued for loan costs (in Shares) | 300,000 | ||||
Shares issued for financing fees | $ 1,079 | 41,923 | 43,002 | ||
Shares issued for financing fees (in Shares) | 1,078,862 | ||||
Shares issued for software development | $ 500 | 19,500 | 20,000 | ||
Shares issued for software development (in Shares) | 500,000 | ||||
Shares issued to debt holders for registration costs | $ 7,667 | 349,000 | 356,667 | ||
Shares issued to debt holders for registration costs (in Shares) | 7,666,666 | ||||
Net loss | (2,183,567) | (2,183,567) | |||
Balances at Dec. 31, 2021 | $ 128,689 | $ 1,000 | 7,896,457 | (8,149,760) | (123,614) |
Balances (in Shares) at Dec. 31, 2021 | 128,689,319 | 1,000,000 | |||
Shares issued for conversion of notes and interest | $ 405,010 | 214,201 | 619,211 | ||
Shares issued for conversion of notes and interest (in Shares) | 405,010,195 | ||||
Shares issued for cashless warrant exercise | $ 12,796 | (12,796) | |||
Shares issued for cashless warrant exercise (in Shares) | 12,795,700 | 118,800 | |||
Net loss | (1,225,207) | $ (1,225,207) | |||
Balances at Dec. 31, 2022 | $ 546,495 | $ 1,000 | $ 8,097,862 | $ (9,374,967) | $ (729,610) |
Balances (in Shares) at Dec. 31, 2022 | 546,495,214 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net (loss) | $ (1,225,207) | $ (2,183,567) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of convertible note issue costs | 40,506 | 68,864 |
Amortization of discounts on convertible notes | 482,348 | 998,673 |
Amortization of interest on convertible notes | 19,667 | 59,997 |
Interest and loan fees paid in stock | 423,779 | |
Changes in operating assets and liabilities | ||
Decrease (increase) in prepaids | 5,000 | 46,224 |
(Decrease) in accounts payable | (15,543) | (18,280) |
Increase in accrued payables | 149,625 | 85,500 |
Cash used in operating activities | (543,604) | (518,810) |
Cash Flows From Investing Activities | ||
Software and patent costs | (11,634) | (98,358) |
Cash used in investing activities | (11,634) | (98,358) |
Cash Flows From Financing Activities | ||
Proceeds from convertible notes, net of offering costs and original issue discount | 194,750 | 1,171,500 |
Repayments of notes payable | (95,966) | (50,000) |
Repayments of advances to related party | (18,780) | |
Net cash provided by financing activities | 98,784 | 1,102,720 |
Net increase (decrease) in cash | (456,454) | 485,552 |
Cash, beginning of period | 518,539 | 32,987 |
Cash, end of period | 62,085 | 518,539 |
Supplemental disclosure of non-cash investing | ||
Beneficial conversion feature initially recorded as debt discount | 1,337,750 | |
Notes payable and interest converted to common stock | 619,211 | 313,385 |
Common stock issued for software | 20,000 | |
Common stock issued for loan costs | 67,002 | |
Common stock issued to debt holders for registration costs | 356,667 | |
Cashless exercise of common stock warrant | 29,430 | |
Accounts payable for intangibles | 70,251 | |
Cash paid for interest on debt | $ 10,647 | $ 4,400 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Operations and Basis of Presentation [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION BlackStar Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007. On January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. IHG was issued 44,400,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services and capital consulting to companies. IHG and BlackStar are currently managed and controlled by two individuals each of whom is a beneficial owner of an additional 9% of the Company’s common stock. The Company intends to act as a merchant banking firm seeking to facilitate venture capital to early-stage revenue companies. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary, Blockchain Equity Management Corp (“BEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the businesses with capital. BlackStar formed a subsidiary nonprofit company, Blockchain Industry SRO Inc. (“BI”) in 2017. BI’s business plan is to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services contract. Basis of presentation The accompanying consolidated financial statements include BlackStar and its wholly owned subsidiaries: Blockchain Equity Management Corp. and Blockchain Industry SRO Inc., and were prepared from the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated on consolidation. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the years ended December 31, 2022 and 2021, the Company has generated no revenues and has incurred losses. As of December 31, 2022, the Company had cash of $62,085, negative working capital of $971,295 and an accumulated deficit of $9,374,967. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present the Company’s financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing the Company’s financial statements and are not discussed in a separate footnote. Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022 and 2021, the Company had no deposits in excess of the FDIC insured limits. Revenue recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Recent pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from Generally Accepted Accounting Principles (“GAAP”) separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has elected to adopt the guidance under ASU 2020-06 for the fiscal year commencing January 1, 2022. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2022 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. Reclassifications |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLES [Abstract] | |
INTANGIBLES | NOTE 4 – INTANGIBLES Intangibles at December 31, 2022 and 2021 consist of capitalized costs for the Company’s proprietary software and patents as follows: 2022 2021 Software $ 90,000 $ 88,000 Patents 151,685 71,800 $ 241,685 $ 159,800 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 5 – STOCKHOLDERS’ DEFICIT On July 8, 2022, the majority shareholder of the Company submitted written consent to the resolution to increase the authorized common stock from 700,000,000 to 2,000,000,000, with an effective date of the Amendment to the Articles of Incorporation of August 5, 2022. Following the increase in authorized shares proposed by the Company’s Board of Directors, the Company has 2,000,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock (no change in preferred), with no changes in the shares outstanding of either the common stock or preferred stock as a result of the increase. Preferred Stock The Company has an authorized number of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company. Common Stock During the year ended December 31, 2022, the Company issued shares of its common stock as follows: ● 405,010,195 shares for conversion of $619,211 principal and interest on convertible notes payable. ● 12,795,700 shares for exercise of previously issued warrants at $0.0023 per share. The exercise price was revised to $0.0023 per share from $0.25 per share as per antidilution provision of the warrant agreement. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 118,800 shares of common stock. During the year ended December 31, 2021, the Company issued shares of its common stock as follows: ● 18,079,985 shares for conversion of $313,385 principal and interest on convertible note payable. ● 300,000 shares valued at $24,000 ($0.08 per share) to a convertible note holder as consideration for the Company’s entering into certain third party transactions which were in default of the convertible promissory note, security purchase agreement and other related documents entered into on November 16, 2020. ● 1,078,862 shares valued at $43,002 as consideration for financing fees for loans made to the Company. ● 500,000 shares valued at $20,000 ($0.04 per share) as partial consideration for software development costs. ● 2,666,666 shares valued at $106,667 ($0.04 per share) to a convertible note holder. These shares have been issued as a condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $106,667 value of the shares has been charged to operations during the year ended December 31, 2021. ● 5,000,000 shares valued at $250,000 ($0.05 per share) to a convertible note holder. These shares were issued as a condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $250,000 value of the shares has been charged to operations during the year ended December 31, 2021. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 6 – WARRANTS In April 2019, the Company issued a convertible note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to the holder for the purchase 440,000 shares of the Company’s common stock. The warrants are exercisable at $0.25 per share for a term of 5 years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The Company recognized a warrant expense of $132,593 at the time of grant of the warrants. At December 31, 2022, the intrinsic value of the outstanding warrants was $0, as the trading price of the Company’s common stock at that date was less than the underlying exercise price of the warrants. A summary of warrant activity during the years ended December 31, 2021 and 2022 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2020 540,000 $ 0.31 2.99 Exercised — Expired — Outstanding and exercisable – December 31, 2021 540,000 $ 0.31 1.99 Exercised (118,800 ) Expired (100,000 ) Outstanding and exercisable – December 31, 2022 321,200 $ 0.25 1.32 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Convertiable Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES GS CAPITAL PARTNERS (i) On December 4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $55,000 at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received $45,000 net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and placement costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. During the year ended December 31, 2021, GS Capital elected to convert the $55,000 principal and $2.936 of accrued and unpaid interest due on the note into 3,612,003 shares of the Company’s common stock under the conversion provision and terms of the note agreement. (ii) On October 11, 2021, the Company entered into a financing agreement with GS Capital Partners LLC to borrow $60,000. The note matures on October 11, 2022, bears interest at 8%, with a default rate of 24%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company received net proceeds from the loan of $50,000, after legal and financing fees of $10,000. In August and October 2022, GS Capital Partners elected to make a partial conversion of $20,385 principal and $1,446 of accrued and unpaid interest thereon due on their note of October 11, 2021 into 27,531,479 shares of the Company’s common stock at a conversion prices of $0.0012 to $0.00036 per share under the conversion provision and terms of the note agreement. POWER UP LENDING GROUP (i) On July 24, 2020, the Company entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved 41,876,318 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,000. These fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. On January 28, 2021, Power Up elected to convert the total principal and interest due on their note of July 24, 2020 in the principal amount of $43,000 and $2,150 of accrued and unpaid interest thereon into 2,894,231 shares of the Company’s common stock at $0.0156 per share. (ii) On October 8, 2020, the Company received the proceeds from a financing agreement entered into with Power Up Lending Group on September 24, 2020 to borrow $53,000. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 25,429,828 shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering costs of $3,000. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $53,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. On April 12, 2021, Power Up elected to convert the total principal and interest due on their note of October 8, 2020 in the principal amount of $53,000 and $2,650 of accrued and unpaid interest thereon into 1,939,024 shares of the Company’s common stock at $0.0287 per share. (iii) On January 15, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $43,500. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 20,871,651 shares for conversion. Net proceeds from the loan were $40,000, after legal fees of $3,500. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $43,500 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. In July 2021, Power Up elected to convert (in two tranches) the total principal of $43,500 due on the note, together with accrued and unpaid interest thereon of $2,175, into an aggregate 3,572,791 shares of the Company’s common stock (1,304,348 shares at $0.0138 per share and 2,268,443 shares at $0.0122 per share) under the conversion provision and terms of the note agreement. (iv) On March 31, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 63% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion. On April 1, 2021, the Company received the net proceeds from the loan of $100,000, after legal fees and offering costs of $3,500. In October 2021, Power Up elected to convert (in three tranches) the total principal of $103,500 due on the note of March 31, 2021, together with accrued unpaid interest thereon of $5,175, into an aggregate 6,061,936 shares of the Company’s common stock (2,358,232 shares at $0.0164 per share and 3,703,704 shares at $0.0189 per share) under the conversion provision and terms of the note agreement. (v) On July 26, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $103,750. The note matures on July 26, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 34,220,756 shares for conversion. The Company received net proceeds from the loan of $100,000, after legal and financing fees of $3,750. (See Note 12). In January and February 2022, Power Up elected to convert, in five tranches, the total principal of $103,750 due on their note of July 26, 2021, together with accrued and unpaid interest thereon of $5,188, into an aggregate 12,982,155 shares of the Company’s common stock (at conversion prices of $0.0075 to $0.0088 per share) under the conversion provision and terms of the note agreement. (vi) On July 28, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $78,750. The note matures on July 28, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 36,346,153 shares for conversion. The Company received net proceeds from the loan of $75,000, after legal and financing fees of $3,750. In February and March 2022, Power Up Lending Group Ltd. (Power Up) elected to convert, in four tranches, the total principal due on their note of July 28, 2021 of $78,750 and accrued and unpaid interest thereon of $3,938 into 21,273,289 shares of the Company’s common stock at conversion prices of $0.0029 to $0.0073 per share under the conversion provision and terms of the note agreement. (vii) On September 1, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $53,750. The note matures on September 1, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 17,348,036 shares for conversion. The Company received net proceeds from the loan of $50,000, after legal and financing fees of $3,750. In March and April 2022, Power Up elected to convert, in three tranches, the total principal due on their note of September 1, 2021 of $53,750 and accrued and unpaid interest thereon of $2,688, into 19,952,406 shares of the Company’s common stock at conversion prices of $0.0024 to $0.0029 per share under the conversion provision and terms of the note agreement. (viii) On October 1, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $78,750. The note matures on October 1, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 23,954,227 shares for conversion. The Company received net proceeds from the loan of $75,000, after legal and financing fees of $3,750. In April and May 2022, Power Up elected to convert, in five tranches, the total principal balance of $78,750 and accrued and unpaid interest thereon of $3,938 due on their note of October 1, 2021 into 40,260,417 shares of the Company’s common stock at prices of $0.0020 to $0.0024 per share under the conversion provision and terms of the note agreement. SE HOLDINGS LLC On January 26, 2021, the Company entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous twenty trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000 shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering costs of $22,500. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $220,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. The Company has recorded interest on the note at the default rate of 24% from the maturity date of the note through December 31, 2022. ADAR ALEF, LLC On April 29, 2021, the Company entered into a financing agreement with Adar Alef, LLC (“Adar Alef”) to borrow $550,000. The note matured on April 29, 2022. bears interest at 10%, with a default rate of 24%, and is convertible at the option of the holder, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest closing bid prices of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 86,105,000 shares for conversion. The Company received the net proceeds from the loan of $462,000, after original issue discount, legal fees and offering costs of $88,000. In February and March 2022, Adar Alef elected to make a partial conversion of $76,500 principal and $6,296 of accrued and unpaid interest thereon due on the note, in three tranches, into an aggregate 21,504,766 shares of the Company’s common stock at prices of $0.0023 to $0.0064 per share under the conversion provision and terms of the note agreement. On April 27, 2022, the Company entered into an Amendment and Abatement Agreement (“Abatement Agreement”) with SE Holdings and Adar Alef (collectively “the Parties”) to address the Company’s default on the two outstanding convertible notes between the Parties, consisting of the remaining $473,500 principal balance to Adar Alef and face amount $220,000 note with SE Holdings. Under the terms of the Abatement Agreement, the Parties agreed to abate the conversion features under the notes for a period of forty five (45) days from April 15, 2022, with the conversion features resuming no sooner than May 30, 2022. The Company has paid to Adar Alef a total of $50,000 upon execution of the Abatement Agreement for principal, redemption penalty and accrued interest. The remaining principal and accrued interest on the notes to SE Holdings and Adar Alef would be due on May 30, 2022. On May 25, 2022, the Abatement Agreement was extended for an additional thirty (30) days through June 30, 2022, upon an additional payment by the Company of $25,000 to Adar Alef for principal, redemption penalty and accrued interest. In July, August and September 2022, the Company made payments to Adar Alef for additional abatements on the notes for thirty-day periods of an aggregate $70,001 for principal reduction of $45,845, accrued interest of $5,818 and redemption penalty of $18,338. 1800 DIAGONAL LENDING LLC (formerly Sixth Street Lending LLC) On November 29, 2021, the Company entered into a financing agreement with Sixth Street Lending LLC to borrow $45,750,000. The note matured on November 30, 2022, bore interest at 10%, with a default rate of 22%, and was convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 21,436,938 shares for conversion. Net proceeds from the loan were $42,000, after legal fees and offering costs of $3,750. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $45,750 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. During the year ended December 31, 2022 the lender converted the outstanding principal of $45,750 and accrued and unpaid interest thereon of $2,288 into 27,899,255 shares of the Company’s common stock at conversion prices of 0.0016 to $0.0018 per share. On February 14, 2022, the Company entered into a financing agreement with Sixth Street Lending LLC to borrow $55,750. The note matures on February 14, 2023, bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 47,871,198 shares for conversion. Net proceeds from the loan were $52,000, after legal fees and offering costs of $3,750. In August through October 2022, 1800 Diagonal Lending LLC elected to make a conversion of the outstanding principal of $55,750 on their note of February 14, 2022 and related accrued and unpaid interest of $2,788, in four tranches, into an aggregate 53,250,406 shares of the Company’s common stock at prices of $0.0006 to $0.0017 per share under the conversion provision and terms of the note agreement. On May 5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC to borrow $55,750. The note matures on May 5, 2023, bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 43,537,683 shares for conversion. Net proceeds from the loan were $52,000, after legal fees and offering costs of $3,750. In November and December 2022, the lender elected to make a partial conversion of $32,150 principal due on the note of May 5, 2022 into an aggregate 55,377,648 shares of the Company’s common stock at conversion prices of $0.00046 to $0.00078 per share under the conversion provision and terms of the note agreement. On August 30, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC to borrow $43,750. The note matures on August 30, 2023, bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 100,000,000 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,750. On October 31, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC to borrow $55,000. The note matures on October 31, 2023, bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 423,076,923 shares for conversion. Net proceeds from the loan were $50,750, after legal fees and offering costs of $4,250. QUICK CAPITAL LLC On November 23, 2020, the Company entered into a financing agreement with Quick Capital LLC (“Quick Capital”) to borrow $33,275 with a due date of July 16, 2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $33,275 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. In April 2022, Quick Capital issued a notice of default on the $33,275 convertible note dated November 16, 2020 and stated that the outstanding amount due on the note is $133,317, the default interest per annum is 24%, and that the conversion price is the lowest trading price during the delinquency period with a 50% discount. The Company has recorded accrued default interest on the note at the rate of 24% per annum from May 24, 2021(date of default) to December 31, 2022. The Company and Quick Capital have been in discussions to reach a reasonable and fair settlement of the balance due on the financing agreement. In November and December 2022, Quick Capital made a partial conversion of the outstanding amounts due of $45,109 into an aggregate 124,978,374 shares of the Company’s common stock at conversion prices of $0.00030 to $0.00045 per share under the conversion provision and terms of the note agreement. The Company has recorded the conversion amount to accrued and unpaid interest. At December 31, 2022, the accompanying financial statements reflect an outstanding balance due to Quick Capital of $33,275 and accrued interest of $3,595. These balances represent the Company’s proposal for settlement with Quick Capital. Convertible notes payable at December 31, 2022 and 2021 are summarized as follows: Note Holder Face Amount Interest Rate Due Date December 31, 2022 December 31, 2021 GS Capital Partners LLC $ 60,000 8 % Oct. 11, 2022 $ 39,615 $ 60,000 Power UP Lending Group Ltd. $ 103,750 10 % July 26, 2022 $ — $ 103,750 $ 78,750 10 % July 28, 2022 $ — $ 78,750 $ 53,750 10 % Sept. 1, 2022 $ — $ 53,750 $ 78,750 10 % Oct. 1, 2022 $ — $ 78,750 SE Holdings LLC $ 220,000 10 % Jan. 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 377,534 $ 550,000 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) $ 45,750 10 % Nov. 29, 2022 $ — $ 45,750 $ 55,750 10 % May 5, 2023 $ 23,600 $ — $ 43,750 10 % Aug. 30, 2023 $ 43,750 $ — $ 55,000 10 % Oct. 31, 2022 $ 55,000 $ — Discount $ (7,835 ) $ (534,856 ) $ 784,939 $ 689,169 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE On November 18, 2020, existing outstanding loans to two individuals were rolled over and extended into two new loans in the amounts of $20,000 and $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate $5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes. Effective May 18, 2021, each of the loan holders was repaid $10,000 principal and accrued interest of $1,100 and $1,650. The two notes were rolled into new loans in the amounts of $10,000 and $20,000, due November 18, 2021 with interest at 11%. In addition, the two individuals were issued an aggregate 300,000 shares of the Company’s common stock valued at $12,000 ($0.04 per share). The loans and related accrued interest were repaid in full in November 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 - INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported at December 31, 2022 and 2021 is as follows: Income tax valuation allowance 2022 2021 Net loss before income taxes $ (1,225,207 ) $ (2,183,567 ) Adjustments to net loss Convertible note expense 482,348 998,373 Net taxable income (loss) (742,859 ) (1,185,194 ) Income tax rate 26 % 26 % Income tax recovery 193,143 308,150 Valuation allowance change (193,143 ) (308,150 ) Provision for income taxes $ — $ — The significant components of deferred income tax assets at December 31, 2022 and 2021 are as follows: Components of deferred income tax assets 2022 2021 Net operating loss carryforward $ 3,240,925 $ 2,498,066 Valuation allowance (3,240,925 ) (2,498,066 ) Net deferred income tax asset $ — $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. IHG, the controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement that defines the compensation to be paid. For the years ended December 31, 2022 and 2021 the Company paid related party management fees to IHG of $294,401 and $344,642, respectively. During the years ended December 31, 2022 and 2021, there were no advances from related parties. In 2021, the Company repaid a former officer of the Company $18,780 for advances previously made. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES As of December 31, 2022 and 2021, there were no legal proceedings against the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS In January and March 2023, 1800 Diagonal Lending LLC elected to convert, in three tranches, the outstanding principal balance of $23,600 and accrued and unpaid interest thereon of $2,788 due on their note of May 5, 2022 into 75,643,939 shares of the Company’s common stock at prices of $0.00033 to $0.00036 per share under the conversion provision and terms of the note agreement. In March 2023, 1800 Diagonal Lending LLC elected to make a $7,540 partial conversion of the principal portion of their August 30, 2022 note into 29,000,000 shares of the Company’s common stock at a conversion price of $0.00026 per share under the conversion provision and terms of the note agreement. In March 2023, the Company borrowed $25,000 from each of two individuals, repayable nine months from date of borrowing with interest at 11% per annum. At maturity, the Company will repay each of the loans in cash including interest at 11% and an additional 3,750,000 shares of the Company’s common stock to each of the lenders; or will issue each of the lenders 7,500,000 shares of the Company’s common stock in full satisfaction of the principal loan amount of $25,000 and related unpaid and accrued interest thereon. The Company has analyzed its operations subsequent to December 31, 2022 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022 and 2021, the Company had no deposits in excess of the FDIC insured limits. |
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. |
Long Lived Assets | Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. |
Recent pronouncements | Recent pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from Generally Accepted Accounting Principles (“GAAP”) separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has elected to adopt the guidance under ASU 2020-06 for the fiscal year commencing January 1, 2022. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2022 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Reclassifications | Reclassifications |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Intangibles Capitalized Costs [Abstract] | |
Schedule of Intangibles Capitalized Costs | 2022 2021 Software $ 90,000 $ 88,000 Patents 151,685 71,800 $ 241,685 $ 159,800 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Schedule of warrant activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2020 540,000 $ 0.31 2.99 Exercised — Expired — Outstanding and exercisable – December 31, 2021 540,000 $ 0.31 1.99 Exercised (118,800 ) Expired (100,000 ) Outstanding and exercisable – December 31, 2022 321,200 $ 0.25 1.32 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Note Holder Face Amount Interest Rate Due Date December 31, 2022 December 31, 2021 GS Capital Partners LLC $ 60,000 8 % Oct. 11, 2022 $ 39,615 $ 60,000 Power UP Lending Group Ltd. $ 103,750 10 % July 26, 2022 $ — $ 103,750 $ 78,750 10 % July 28, 2022 $ — $ 78,750 $ 53,750 10 % Sept. 1, 2022 $ — $ 53,750 $ 78,750 10 % Oct. 1, 2022 $ — $ 78,750 SE Holdings LLC $ 220,000 10 % Jan. 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 377,534 $ 550,000 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) $ 45,750 10 % Nov. 29, 2022 $ — $ 45,750 $ 55,750 10 % May 5, 2023 $ 23,600 $ — $ 43,750 10 % Aug. 30, 2023 $ 43,750 $ — $ 55,000 10 % Oct. 31, 2022 $ 55,000 $ — Discount $ (7,835 ) $ (534,856 ) $ 784,939 $ 689,169 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes | Income tax valuation allowance 2022 2021 Net loss before income taxes $ (1,225,207 ) $ (2,183,567 ) Adjustments to net loss Convertible note expense 482,348 998,373 Net taxable income (loss) (742,859 ) (1,185,194 ) Income tax rate 26 % 26 % Income tax recovery 193,143 308,150 Valuation allowance change (193,143 ) (308,150 ) Provision for income taxes $ — $ — |
Schedule of deferred income tax assets | Components of deferred income tax assets 2022 2021 Net operating loss carryforward $ 3,240,925 $ 2,498,066 Valuation allowance (3,240,925 ) (2,498,066 ) Net deferred income tax asset $ — $ — |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - International Hedge Group Inc [Member] | Jan. 25, 2016 shares |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 95% |
Common Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 9% |
Shares issued to parent entity | 44,400,000 |
Class A Preferred Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Shares issued to parent entity | 1,000,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Going Concern [Abstract] | ||
Cash | $ 62,085 | |
Working capital deficiency | 971,295 | |
Accumulated deficit | $ (9,374,967) | $ (8,149,760) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
Cash FDIC insured amount | $ 250,000 |
INTANGIBLES (Details) - Schedul
INTANGIBLES (Details) - Schedule of Intangibles Capitalized Costs - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 241,685 | $ 159,800 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 90,000 | 88,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 151,685 | $ 71,800 |
STOCKHOLDERS_ DEFICIT (Details)
STOCKHOLDERS’ DEFICIT (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 16, 2020 | Aug. 25, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 08, 2022 | |
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Common stock, shares authorized | 2,000,000,000 | 700,000,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock shares issued | 546,495,214 | 128,689,319 | |||
Issued of shares for exercise (in Dollars) | |||||
Shares valued issued (in Dollars) | $ 546,495 | $ 128,689 | |||
Common Stock [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Shares for conversion | 405,010,195 | 18,079,985 | |||
Principal amount (in Dollars) | $ 619,211 | ||||
Issued of shares for exercise (in Dollars) | $ 12,795,700 | ||||
Warrants at per share (in Dollars per share) | $ 0.0023 | ||||
Revised exercise price (in Dollars per share) | 0.0023 | ||||
Antidilution provision per share (in Dollars per share) | $ 0.25 | ||||
Issued warrants to purchase an aggregate shares of common stock | 118,800 | ||||
Principal and interest on convertible notes payable (in Dollars) | $ 313,385 | ||||
Number of shares issued | 300,000 | 1,078,862 | |||
Shares issued, value (in Dollars) | $ 24,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.08 | ||||
Shares valued issued (in Dollars) | $ 43,002 | ||||
Minimum [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Common stock, shares authorized | 700,000,000 | ||||
Maximum [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Common stock, shares authorized | 2,000,000,000 | ||||
Series A Preferred Stock [Member] | IHG [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Common stock shares issued | 1,000,000 | ||||
Convertible rate of common shares to preferred stock | 100 | ||||
Software Development Costs [Member] | Common Stock [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Shares issued, value (in Dollars) | 20,000 | ||||
Convertible Note Holder [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Shares issued, value (in Dollars) | $ 106,667 | ||||
Convertible Note Holder [Member] | Common Stock [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Number of shares issued | 2,666,666 | ||||
Shares issued, value (in Dollars) | $ 106,667 | ||||
Shares issued price per share (in Dollars per share) | $ 0.04 | ||||
Convertible Note Holder One [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Shares issued, value (in Dollars) | $ 250,000 | ||||
Convertible Note Holder One [Member] | Common Stock [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Number of shares issued | 5,000,000 | ||||
Shares issued, value (in Dollars) | $ 250,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.05 | ||||
Software Development Costs [Member] | Common Stock [Member] | |||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | |||||
Number of shares issued | 500,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.04 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Dec. 31, 2022 | |
WARRANTS (Details) [Line Items] | ||
Convertible note expense | $ 110,000 | |
Warrants issued (in Shares) | 440,000 | |
Black-Scholes [Member] | ||
WARRANTS (Details) [Line Items] | ||
Warrants, exercise price per share (in Dollars per share) | $ 0.25 | |
Warrants, expiration period | 5 years | |
Value of warrants | $ 132,953 | |
Stock price (in Dollars per share) | $ 0.38 | |
Strike price (in Dollars per share) | $ 0.25 | |
Volatility | 98% | |
Risk free rate | 2.25% | |
Time to expiration | 5 years | |
Warrant expense | $ 132,593 | |
Intrinsic value of the outstanding warrants | $ 0 |
WARRANTS (Details) - Schedule o
WARRANTS (Details) - Schedule of warrant activity - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of warrant activity [Abstract] | ||
Shares outstanding and exercisable, beginning | 540,000 | 540,000 |
Weighted Average Exercise Price outstanding and exercisable, beginning (in Dollars per share) | $ 0.31 | $ 0.31 |
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, beginning | 2 years 11 months 26 days | |
Shares, exercised | (118,800) | |
Shares, expired | (100,000) | |
Shares outstanding and exercisable, ending | 321,200 | 540,000 |
Weighted Average Exercise Price outstanding and exercisable, ending (in Dollars per share) | $ 0.25 | $ 0.31 |
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, ending | 1 year 3 months 25 days | 1 year 11 months 26 days |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Oct. 31, 2022 | May 05, 2022 | Oct. 11, 2021 | Oct. 01, 2021 | Jul. 28, 2021 | Apr. 01, 2021 | Jan. 15, 2021 | Dec. 04, 2020 | Oct. 08, 2020 | Oct. 31, 2022 | Aug. 31, 2022 | Aug. 30, 2022 | Apr. 30, 2022 | Apr. 27, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Feb. 14, 2022 | Nov. 29, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jul. 26, 2021 | May 31, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Jan. 28, 2021 | Jan. 26, 2021 | Nov. 23, 2020 | Nov. 18, 2020 | Jul. 24, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | |
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 784,939 | $ 689,169 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||
Maturity date | Oct. 01, 2021 | Oct. 01, 2021 | May 18, 2021 | ||||||||||||||||||||||||||||||||
Legal costs | $ 3,500 | $ 88,000 | $ 127,392 | 102,040 | |||||||||||||||||||||||||||||||
Accrued interest | $ 3,938 | $ 3,938 | |||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 40,260,417 | 40,260,417 | |||||||||||||||||||||||||||||||||
Default rate of interest | 22% | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 55,377,648 | 36,346,153 | |||||||||||||||||||||||||||||||||
Principal amount | $ 78,750 | $ 78,750 | |||||||||||||||||||||||||||||||||
Borrow value | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||||||||||
Convertible note | $ 33,275 | ||||||||||||||||||||||||||||||||||
Outstanding amount | $ 133,317 | ||||||||||||||||||||||||||||||||||
Default interest rate | 24% | ||||||||||||||||||||||||||||||||||
Percentage of conversion price | 50% | ||||||||||||||||||||||||||||||||||
Capital conversion Description | Quick Capital made a partial conversion of the outstanding amounts due of $45,109 into an aggregate 124,978,374 shares of the Company’s common stock at conversion prices of $0.00030 to $0.00045 per share under the conversion provision and terms of the note agreement. The Company has recorded the conversion amount to accrued and unpaid interest. At December 31, 2022, the accompanying financial statements reflect an outstanding balance due to Quick Capital of $33,275 and accrued interest of $3,595. | ||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.002 | $ 0.002 | |||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0024 | $ 0.0024 | |||||||||||||||||||||||||||||||||
Sixth Street Lending LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 52,000 | $ 42,000 | |||||||||||||||||||||||||||||||||
Legal costs | $ 3,750 | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||
Accrued interest | $ 2,788 | $ 2,288 | |||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 27,899,255 | 6,061,936 | |||||||||||||||||||||||||||||||||
Default rate of interest | 22% | 22% | |||||||||||||||||||||||||||||||||
Fair value of expense portion of note amortized | $ 55,750 | $ 45,750 | |||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 47,871,198 | 21,436,938 | |||||||||||||||||||||||||||||||||
Borrowed amount | $ 45,750,000 | ||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 53,250,406 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 103,500 | ||||||||||||||||||||||||||||||||||
Limited stock received percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Offering costs | $ 3,750 | ||||||||||||||||||||||||||||||||||
Average two lowest trading price | 65% | ||||||||||||||||||||||||||||||||||
Stock received | 4.99% | ||||||||||||||||||||||||||||||||||
Sixth Street Lending LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0006 | $ 0.0016 | |||||||||||||||||||||||||||||||||
Sixth Street Lending LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0017 | $ 0.0018 | |||||||||||||||||||||||||||||||||
SE Holdings LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 177,500 | ||||||||||||||||||||||||||||||||||
Legal costs | $ 22,500 | ||||||||||||||||||||||||||||||||||
Percentage of conversion | 50% | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | ||||||||||||||||||||||||||||||||||
Default rate of interest | 24% | 24% | |||||||||||||||||||||||||||||||||
Fair value of expense portion of note amortized | $ 220,000 | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 44,000,000 | ||||||||||||||||||||||||||||||||||
Borrowed amount | $ 220,000 | $ 220,000 | |||||||||||||||||||||||||||||||||
Debt discount | $ 20,000 | ||||||||||||||||||||||||||||||||||
SE Holdings LLC [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 462,000 | ||||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||
Percentage of conversion | 50% | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,296 | $ 6,296 | |||||||||||||||||||||||||||||||||
Default rate of interest | 24% | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 86,105,000 | ||||||||||||||||||||||||||||||||||
Borrowed amount | $ 550,000 | ||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 21,504,766 | 21,504,766 | |||||||||||||||||||||||||||||||||
Borrowed amount | $ 76,500 | $ 76,500 | |||||||||||||||||||||||||||||||||
Principal balance | 473,500 | ||||||||||||||||||||||||||||||||||
Payment of outstanding principal | $ 50,000 | ||||||||||||||||||||||||||||||||||
Additional payment principal | $ 25,000 | ||||||||||||||||||||||||||||||||||
Company payments | $ 70,001 | ||||||||||||||||||||||||||||||||||
Principal reduction | 45,845 | ||||||||||||||||||||||||||||||||||
Accrued interest | 5,818 | ||||||||||||||||||||||||||||||||||
Redemption | $ 18,338 | ||||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0023 | $ 0.0023 | |||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||
Quick Capital LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest rate | 24% | 10% | |||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 25,000 | ||||||||||||||||||||||||||||||||||
Legal costs | $ 8,275 | ||||||||||||||||||||||||||||||||||
Percentage of conversion | 60% | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | ||||||||||||||||||||||||||||||||||
Default rate of interest | 24% | ||||||||||||||||||||||||||||||||||
Fair value of expense portion of note amortized | $ 33,275 | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 12,000,000 | ||||||||||||||||||||||||||||||||||
Borrowed amount | $ 33,275 | ||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 55,000 | $ 39,615 | 60,000 | ||||||||||||||||||||||||||||||||
Interest rate | 8% | 10% | 8% | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 02, 2021 | Oct. 11, 2021 | |||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 45,000 | ||||||||||||||||||||||||||||||||||
Legal costs | $ 10,000 | ||||||||||||||||||||||||||||||||||
Percentage of conversion | 50% | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | ||||||||||||||||||||||||||||||||||
Conversion principal payment | 20,385 | $ 20,385 | 55,000 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 1,446 | $ 1,446 | $ 2.936 | ||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 3,612,003 | ||||||||||||||||||||||||||||||||||
Short term borrowings | $ 60,000 | ||||||||||||||||||||||||||||||||||
Default rate of interest | 24% | ||||||||||||||||||||||||||||||||||
Percentage of conversion price | 60% | ||||||||||||||||||||||||||||||||||
Net proceeds from loan | $ 50,000 | ||||||||||||||||||||||||||||||||||
Legal fees and financing fees | $ 10,000 | ||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 27,531,479 | ||||||||||||||||||||||||||||||||||
Borrowed amount | $ 60,000 | ||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0012 | ||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.00036 | $ 0.00036 | |||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 53,000 | $ 43,000 | $ 103,750 | ||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | |||||||||||||||||||||||||||
Maturity date | Jul. 28, 2021 | Jul. 28, 2021 | |||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 100,000 | $ 40,000 | $ 50,000 | 40,000 | |||||||||||||||||||||||||||||||
Legal costs | $ 3,500 | $ 3,000 | $ 3,000 | ||||||||||||||||||||||||||||||||
Percentage of conversion | 65% | 65% | 61% | 61% | 65% | 65% | 63% | 61% | |||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | ||||||||||||||||||||||||||||
Conversion principal payment | $ 43,500 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,650 | $ 3,938 | $ 3,938 | $ 2,175 | $ 5,175 | $ 43,000 | |||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,939,024 | 21,273,289 | 21,273,289 | 2,894,231 | |||||||||||||||||||||||||||||||
Short term borrowings | $ 78,750 | $ 78,750 | $ 103,750 | $ 53,750 | |||||||||||||||||||||||||||||||
Default rate of interest | 22% | 22% | 22% | 22% | 22% | 22% | 22% | ||||||||||||||||||||||||||||
Net proceeds from loan | $ 75,000 | $ 75,000 | $ 50,000 | $ 100,000 | |||||||||||||||||||||||||||||||
Legal fees and financing fees | $ 3,750 | $ 3,750 | $ 3,750 | $ 3,750 | |||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0287 | $ 0.0138 | $ 0.0156 | ||||||||||||||||||||||||||||||||
Fair value of expense portion of note amortized | $ 43,500 | $ 53,000 | $ 43,000 | ||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 23,954,227 | 20,871,651 | 25,429,828 | 17,348,036 | 34,220,756 | 20,535,714 | 41,876,318 | ||||||||||||||||||||||||||||
Borrowed amount | $ 53,000 | $ 43,500 | $ 103,500 | $ 103,750 | |||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 3,572,791 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 78,750 | $ 78,750 | |||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0029 | ||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0073 | ||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 3,703,704 | 1,304,348 | |||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,268,443 | ||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0122 | $ 0.0164 | |||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 2,358,232 | ||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,150 | ||||||||||||||||||||||||||||||||||
1800 Diagonal Lending LLC [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 45,750 | ||||||||||||||||||||||||||||||||||
Interest rate | 10% | 4.99% | 10% | 10% | 10% | ||||||||||||||||||||||||||||||
Maturity date | May 05, 2023 | Aug. 30, 2023 | Feb. 14, 2022 | ||||||||||||||||||||||||||||||||
Company received net cash proceed | $ 52,000 | $ 50,750 | $ 40,000 | ||||||||||||||||||||||||||||||||
Legal costs | $ 4,250 | ||||||||||||||||||||||||||||||||||
Percentage of limit amount of stock | 4.99% | ||||||||||||||||||||||||||||||||||
Conversion principal payment | $ 55,750 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 32,150 | ||||||||||||||||||||||||||||||||||
Default rate of interest | 22% | 22% | 22% | ||||||||||||||||||||||||||||||||
Fair value of expense portion of note amortized | $ 55,750 | ||||||||||||||||||||||||||||||||||
Shares reserved for conversion (in Shares) | 43,537,683 | 100,000,000 | |||||||||||||||||||||||||||||||||
Borrowed amount | $ 43,750 | $ 45,750 | |||||||||||||||||||||||||||||||||
Percentage of conversion | 65% | 65% | |||||||||||||||||||||||||||||||||
Offering costs | $ 3,750 | $ 3,750 | |||||||||||||||||||||||||||||||||
Average two lowest trading price | 65% | ||||||||||||||||||||||||||||||||||
Stock received | 4.99% | ||||||||||||||||||||||||||||||||||
Conversion of shares (in Shares) | 423,076,923 | ||||||||||||||||||||||||||||||||||
1800 Diagonal Lending LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.00046 | ||||||||||||||||||||||||||||||||||
1800 Diagonal Lending LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.00078 | ||||||||||||||||||||||||||||||||||
Power Up elected to convert [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Maturity date | Sep. 01, 2021 | Sep. 01, 2021 | |||||||||||||||||||||||||||||||||
Accrued interest | $ 2,688 | $ 5,188 | |||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 19,952,406 | 19,952,406 | |||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 12,982,155 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 53,750 | $ 103,750 | |||||||||||||||||||||||||||||||||
Power Up elected to convert [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0024 | $ 0.0024 | $ 0.0075 | ||||||||||||||||||||||||||||||||
Power Up elected to convert [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0029 | $ 0.0029 | $ 0.0088 | ||||||||||||||||||||||||||||||||
Power Up elected to convert [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0189 |
CONVERTIBLE NOTES (Details) - S
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable - USD ($) | 12 Months Ended | |||||||||||||||
Dec. 31, 2022 | Oct. 31, 2022 | Aug. 30, 2022 | May 05, 2022 | Dec. 31, 2021 | Oct. 11, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Jul. 31, 2021 | Jul. 28, 2021 | Jul. 26, 2021 | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 04, 2020 | Oct. 08, 2020 | Jul. 24, 2020 | |
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Interest Rate | 10% | |||||||||||||||
Convertible notes payable | $ 784,939 | $ 689,169 | ||||||||||||||
Discount | (7,835) | (534,856) | ||||||||||||||
GS Capital Partners LLC [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 60,000 | |||||||||||||||
Interest Rate | 8% | 8% | 10% | |||||||||||||
Due Date | Oct. 11, 2022 | |||||||||||||||
Convertible notes payable | $ 39,615 | 60,000 | $ 55,000 | |||||||||||||
Power UP Lending Group Ltd. [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 103,750 | $ 43,500 | $ 103,500 | $ 53,000 | ||||||||||||
Interest Rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | ||||||||
Due Date | July 26, 2022 | |||||||||||||||
Convertible notes payable | 103,750 | $ 53,000 | $ 43,000 | |||||||||||||
Power UP Lending Group Ltd. One [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 78,750 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | July 28, 2022 | |||||||||||||||
Convertible notes payable | 78,750 | |||||||||||||||
Power UP Lending Group Ltd. Two [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 53,750 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | Sept. 1, 2022 | |||||||||||||||
Convertible notes payable | 53,750 | |||||||||||||||
Power UP Lending Group Ltd. Three [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 78,750 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | Oct. 1, 2022 | |||||||||||||||
Convertible notes payable | 78,750 | |||||||||||||||
SE Holdings LLC [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 220,000 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | Jan. 26, 2022 | |||||||||||||||
Convertible notes payable | $ 220,000 | 220,000 | ||||||||||||||
Quick Capital LLC [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 33,275 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | July 16, 2021 | |||||||||||||||
Convertible notes payable | $ 33,275 | 33,275 | ||||||||||||||
Adar Alef LLC [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 550,000 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | April 29, 2022 | |||||||||||||||
Convertible notes payable | $ 377,534 | 550,000 | ||||||||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 45,750 | $ 43,750 | ||||||||||||||
Interest Rate | 10% | 10% | 10% | 4.99% | ||||||||||||
Due Date | Nov. 29, 2022 | |||||||||||||||
Convertible notes payable | 45,750 | |||||||||||||||
1800 Diagonal Lending LLC One [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 55,750 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | May 5, 2023 | |||||||||||||||
Convertible notes payable | $ 23,600 | |||||||||||||||
1800 Diagonal Lending LLC Two [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 43,750 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | Aug. 30, 2023 | |||||||||||||||
Convertible notes payable | $ 43,750 | |||||||||||||||
1800 Diagonal Lending LLC Three [Member] | ||||||||||||||||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||||||||||||||||
Face Amount | $ 55,000 | |||||||||||||||
Interest Rate | 10% | |||||||||||||||
Due Date | Oct. 31, 2022 | |||||||||||||||
Convertible notes payable | $ 55,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | May 31, 2021 | May 18, 2021 | Apr. 30, 2021 | Nov. 18, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
NOTES PAYABLE (Details) [Line Items] | |||||||
Maturity date | Oct. 01, 2021 | Oct. 01, 2021 | May 18, 2021 | ||||
Default rate of interest | 22% | ||||||
Repayments of notes payable | $ 95,966 | $ 50,000 | |||||
Debt conversion shares issued (in Shares) | 40,260,417 | 40,260,417 | |||||
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Individual One [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Note payable | $ 10,000 | $ 20,000 | |||||
Individual Two [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Note payable | $ 20,000 | $ 30,000 | |||||
Two Individuals [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Maturity date | Nov. 18, 2021 | ||||||
Default rate of interest | 11% | 11% | |||||
Repayments of notes payable | $ 2,500 | ||||||
Interest payable | $ 3,026 | ||||||
Debt conversion shares issued (in Shares) | 300,000 | 1,550,000 | |||||
Debt conversion shares issued, value | $ 12,000 | $ 46,500 | |||||
Common stock, par value per share (in Dollars per share) | $ 0.04 | $ 0.03 | |||||
Loan Holders [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Debt conversion shares issued, value | $ 10,000 | ||||||
Loan Holders [Member] | Minimum [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Interest payable | 1,100 | ||||||
Loan Holders [Member] | Maximum [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Interest payable | $ 1,650 | ||||||
Aggregate [Member] | Two Individuals [Member] | |||||||
NOTES PAYABLE (Details) [Line Items] | |||||||
Repayments of notes payable | $ 5,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21% | |
State income tax rate | 5% |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Taxes [Abstract] | ||
Net loss before income taxes | $ (1,225,207) | $ (2,183,567) |
Adjustments to net loss | ||
Convertible note expense | 482,348 | 998,373 |
Net taxable income (loss) | $ (742,859) | $ (1,185,194) |
Income tax rate | 26% | 26% |
Income tax recovery | $ 193,143 | $ 308,150 |
Valuation allowance change | (193,143) | (308,150) |
Provision for income taxes |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of deferred income tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Deferred Income Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 3,240,925 | $ 2,498,066 |
Valuation allowance | (3,240,925) | (2,498,066) |
Net deferred income tax asset |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Amount owed to related party | $ 294,401 | $ 344,642 |
Office [Member] | ||
Related Party Transaction [Line Items] | ||
Amount owed to related party | $ 18,780 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Mar. 31, 2023 | Jan. 31, 2023 | |
Subsequent Event [Line Items] | ||
Principal amount | $ 23,600 | $ 23,600 |
Accrued interest | $ 2,788 | $ 2,788 |
Maturity date | Aug. 30, 2022 | |
Shares issued (in Shares) | 29,000,000 | |
Price per share (in Dollars per share) | $ 0.00026 | |
Borrow amount | $ 25,000 | |
Interest borrowing | 11% | |
Total outstanding common stock percentage | 11% | |
Excess stock, shares issued (in Shares) | 3,750,000 | |
Common stock, shares, issued (in Shares) | 7,500,000 | |
Principal loan amount | $ 25,000 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Price per shares (in Dollars per share) | $ 0.00033 | $ 0.00033 |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Price per shares (in Dollars per share) | $ 0.00036 | $ 0.00036 |
Diagonal Lending LLC [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 7,540 | |
Maturity date | May 05, 2022 | May 05, 2022 |
Shares issued (in Shares) | 75,643,939 | 75,643,939 |