Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 29, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Amendment Description | On March 30, 2023, NEXT-ChemX Corporation (the “Company”) filed its Annual Report on Form 10-K (the “Original Form 10-K”). The purpose of this Amendment No. 1 to the Original Form 10-K is two-fold | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56379 | |
Entity Registrant Name | NEXT-CHEMX CORPORATION | |
Entity Central Index Key | 0001657045 | |
Entity Tax Identification Number | 32-0446353 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 901 Mopac Expressway South | |
Entity Address, Address Line Two | Building 1 | |
Entity Address, Address Line Three | Suite 300 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | (512) | |
Local Phone Number | 663-2690 | |
Title of 12(g) Security | Common Stock, par value $0.001 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 48,385,381 | |
Entity Common Stock, Shares Outstanding | 28,446,834 | |
Documents Incorporated by Reference | None | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 5041 | |
Auditor Name | BF Borgers CPA PC | |
Auditor Location | Lakewood, CO |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 28,355 | $ 10,429 |
Prepaid expense and other current assets | 22,169 | 1,600 |
Total Current Assets | 50,524 | 12,029 |
Property and equipment, net | 17,957 | 21,540 |
Intangible asset, net | 3,150,114 | 3,150,114 |
Total Assets | 3,218,595 | 3,183,683 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,548,740 | 777,797 |
Other payable | 11,980 | |
Convertible notes payable | 672,500 | |
Convertible notes payable - related party | 15,000 | |
Note payable - related party | 5,900 | |
Note payable | 926,007 | |
Total Current Liabilities | 2,486,727 | 1,471,197 |
Total Liabilities | 2,486,727 | 1,471,197 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,346,834 and 27,385,437 shares issued and outstanding, respectively | 28,347 | 27,385 |
Additional paid-in capital | 4,396,254 | 3,634,034 |
Accumulated deficit | (3,692,732) | (1,948,933) |
Total Stockholders’ Equity (Deficit) | 731,868 | 1,712,486 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 3,218,595 | $ 3,183,683 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,346,834 | 27,385,437 |
Common stock, shares outstanding | 28,346,834 | 27,385,437 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
General and administrative | 1,673,284 | 1,766,956 |
Total operating expenses | 1,673,284 | 1,766,956 |
Income (loss) from operations | (1,673,284) | (1,766,956) |
Other income (expense) | ||
Interest expense | (70,515) | (33,369) |
Gain on settlement of debt | 15,955 | |
Net other expense | (70,515) | (17,414) |
Loss before provision for income taxes | (1,743,799) | (1,784,370) |
Net income (loss) | $ (1,743,799) | $ (1,784,370) |
Net income (loss) per common share: Basic and diluted | $ (0.06) | $ (0.08) |
Weighted average number of common shares outstanding: Basic and diluted | 27,802,153 | 21,529,360 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8,959 | $ 1,196 | $ (164,563) | $ (154,408) |
Beginning balance, shares at Dec. 31, 2020 | 8,958,989 | |||
Common stock issued for purchase of intangible asset | $ 23,844 | 3,476,283 | 3,500,127 | |
Common stock issued for purchase of intangible asset, shares | 23,844,448 | |||
Cancellation of shares | $ (5,418) | 5,418 | ||
Cancellation of shares, shares | (5,418,000) | |||
Forgiveness of related party debt | 151,137 | |||
Net loss | (1,784,370) | (1,784,370) | ||
Ending balance, value at Dec. 31, 2021 | $ 27,385 | 3,634,034 | (1,948,933) | 1,712,486 |
Ending balance, shares at Dec. 31, 2021 | 27,385,437 | |||
Net loss | (1,743,799) | (1,743,799) | ||
Stock issued on conversion of 3rd party Loans | $ 885 | 685,620 | 686,505 | |
Stock issued on conversion of 3rd party Loans, shares | 884,721 | |||
Stock issued on conversion of related party loans | $ 77 | 76,599 | 76,676 | |
Stock issued on conversion of related party loans, shares | 76,676 | |||
Ending balance, value at Dec. 31, 2022 | $ 28,347 | $ 4,396,253 | $ (3,692,732) | $ 731,868 |
Ending balance, shares at Dec. 31, 2022 | 28,346,834 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income(loss) | $ (1,743,799) | $ (1,784,370) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,160 | 352,523 |
Gain on settlement of debt | (15,955) | |
Changes in Operating Assets and Liabilities: | ||
Accounts payable and accrued liabilities | 824,124 | 743,720 |
Prepaid expenses | (20,570) | 542 |
Other receivable | ||
Other payable | ||
Net cash provided by (used in) operating activities | (935,085) | (703,540) |
INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (1,577) | (24,050) |
Net cash provided by investing activities | (1,577) | (24,050) |
FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable, net of original issue discounts | 672,500 | |
Proceeds from convertible notes payable - related party, net of original issue discounts | 60,000 | 15,000 |
Proceeds from notes payable net of original issue discounts | 1,056,007 | |
Proceeds from notes payable – related party, net of original issue discounts | 5,900 | |
Proceed from Equity Escrow Account | 11,980 | |
Repayment of convertible notes payable | (37,500) | |
Repayment of notes payable | (130,000) | |
Repayment of related party loans | (5,900) | |
Net cash (used in) financing activities | 954,587 | 693,400 |
Net increase (decrease) in cash | 17,925 | (34,190) |
Cash, beginning of year | 10,429 | 44,619 |
Cash, end of year | 28,354 | 10,429 |
Cash paid during the period for: | ||
Income tax | ||
Interest | 14,022 | |
Supplemental non-cash investing and financing activities | ||
Common stock issued for purchase of intangible asset | 3,500,127 | |
Cancellation of shares | 5,418 | |
Common Stock issued on Conversion of 3rd party loan | 686,505 | |
Common stock issued on conversion of related party loan | 76,677 | |
Related Party debt forgiveness | $ 151,137 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and Description of Business NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company’s Board of Directors approved the new name on June 16, 2021 and was granted approval by FINRA on July 22, 2021 and was granted a new trading symbol on July 30,2021. The Company acquired a novel ion-Targeting Direct Extraction Technology (“iTDE Technology”) along with its patents and patent applications, as well as the employment of its inventing scientist, and is developing pilot plant systems to demonstrate its performance to potential clients in order to market commercial systems for its applications. The Company’s principal focus in the commercialization of the iTDE Technology during 2022 was the extraction of lithium from natural brines, geothermal wells and mine leach solutions. Other potential applications include: ● Extracting Fatty Acids from Vegetable Oils for More Economical Refining. ● Extracting of Radioactive Ions from Nuclear Plant Stored Water. ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings. ● Desalination of Sea Water, by Extracting Ions for Water Purification Pursuant to a stock purchase agreement, on April 27, 2021, Zilin Wang, the previous majority shareholder of the Company, sold 8,618,000 5,418,000 Also on April 27, 2021, the previous sole officer and director of the company, Zicheng Wang, resigned his positions with the Company. Upon such resignation Benton Wilcoxon was appointed as Chief Executive Officer, and Chairman of the Board, and J. Michael Johnson was appointed President, Treasurer and Secretary, and Director of the Company. Effective April 27, 2021, the Company, then called AllyMe Group, Inc., entered into an asset purchase agreement with NEXT-ChemX Corporation, a private Texas company (“NEXT-ChemX TX”), in which the Company acquired certain intellectual property assets of NEXT-ChemX TX, specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 Messrs. Mahjoory and Mollicone also entered into stock purchase Agreements with selling shareholders to acquire an additional 322,989 During the course of fiscal 2022 Kenneth Mollicone transferred to his wife his entire shareholding of 1,761,495 During the course of fiscal 2022, the Company issued a further 944,173 As of December 31, 2022, an aggregate of 28,346,834 84.12 1,833,570 6.47 1,761,494 6.21 On July 23, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada effecting a name change of the Company from “AllyMe Group, Inc.” to NEXT-ChemX Corporation. These changes became effective on July 28, 2021, following compliance with the notification requirements of the Financial Industry Regulatory Authority. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 3,692,732 2,436,203 1,948,933 1,459,168 The ability to continue as a going concern is dependent not only on the Company’s ability to raise financing sufficient to complete its technology commercialization plan, but also its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, reorganization of part of its debt into equity and with a private placement of common stock. However, there can be no assurances that management’s plans will be successful. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash includes cash on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities of 90 days or less. The Company’s bank account in the United States amounted to $ 28,354 10,429 250,000 Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by performing the following five steps analysis: Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the Company’s revenue will be derived from the commercial exploitation of its iTDE Technology. In principal this technology will allow the company to commercialize a system that is incorporated into a specific product: being a component in an extraction plant. It is anticipated that the need to maintain and service each unit defines the best method of commercialization as a tolling agreement, since there is a finite capacity of the system before servicing is required based on throughput. The Company considers any agreement resulting in the testing or deployment of the system (including the granting of exclusivity rights, conditional deployment, “try and see”, and other signed arrangements to be a contract with a customer. Contracts with customers are considered to be short-term or preliminary when the time between signed agreements and satisfaction of the performance obligations, (including where initial obligations in the short term may lead to replacement agreements of a defined longer duration) is equal to or less than one year. Typically, the Company expects introductory, testing and other “try and see” arrangements will be short term, however most operational agreements will be long term. The Company recognizes revenue when extraction services are provided or market rights are granted to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or grants of rights. The Company typically satisfies its performance obligations in contracts with customers upon delivery of extracted materials, however, in cases where systems are delivered against payment and property is transferred, revenue will be recognized accordingly. Generally, payment is due from customers immediately at the invoice date. The execution of contracts will require the assessment of specific extraction requirements, the design of a system, construction of the units required to implement the system, delivery and installation, start up and verification, and operation expense before revenues may be derived from extraction under a tolling arrangement. Commercial contracts therefore have significant financing components and several variable components and considerations. Potentially there may be returns of units and maintenance and refurbishment is priced into the tolling arrangement. It is anticipated that the tolling arrangements from which the Company will derive revenues shall contain extraction performance minimums that need to be met as well as extraction rates required. These are typically defined by the type of liquid from which extraction services are required and will necessarily dictate the extent and cost of the system to be deployed. These factors should be calculated and defined prior to completing initial tolling agreements. However, since the Company has yet to complete construction and testing of its initial controlled pilot plant system and the technology is ground-new, there exists no historical experience or precedent, nor any comparable system from which estimates of these critical factors can be derived. All costs and the economics of agreements will require to be evaluated and fixed during negotiations with potential customers with Company’s best judgment of all such factors and calculations at the time the estimate is made. Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants. For the years ended December 31, 2022 and 2021, there were no Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 2022 and 2021, there were no Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses, and other receivable approximate their fair values because of the short maturity of these instruments. Evaluation of long-lived intangible assets The Company acquired its principal intellectual property asset in the second quarter of 2021. The value of the asset was initially derived from the underlying arms’ length transaction in which the company owning the technology transferred the technology to the Company in exchange for a specific number of shares of common stock of the Company. The value of the shares was itself derived from that the fact that such shares were bought and sold in an arms’ length transaction that occurred simultaneously. The technology composed initially of patents and patent applications as well as certain knowhow was initially amortized by the Company. However, during the course of 2021, it became clear that the value of the asset was much greater than the individual patents and possible patent applications it being a stem technology (giving rise to many and various applications). For this reason, on September 30, 2021 the asset was reclassified as an intangible asset of indefinite life. The value taken was that of its book value at the third quarter end 2021. Intangible assets of indefinite life are not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. In our analysis of intangible assets (other than goodwill), we apply the guidance of FASB ASC 350-30-35 in determining whether any impairment conditions exist. During the fourth quarter of 2022 and into the first quarter of 2023, we performed our annual impairment evaluation required under FASB ASC 350-30-35 and concluded that our intangible asset was not impaired. The estimated fair value of the intellectual property asset certainly exceeded its carrying values as of December 31, 2022. Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense And Other Current Assets | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS Prepaid expense amounted to $ 22,169 1,600 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET On April 27, 2021, the Company (then known as AllyMe Group, Inc.) entered into that certain Asset Purchase Agreement with NEXT-ChemX TX, in which the Company acquired certain intellectual property assets of NEXT-ChemX TX, specifically certain patents and patent applications (the “iTDE Technology”), in exchange for the issuance of an aggregate of 23,844,448 3,500,127 The iTDE Technology was initially classified as a finite intangible asset and amortized accordingly, however, following an assessment of the asset completed at the end of the third quarter 2021, it was determined that the asset could be considered to have an indefinite useful life. The value of the asset was not the patent applications, but rather the fact of it being a “stem technology”, one that was the basis for numerous and varied applications across many fields. It was determined that the various applications of the technology would give rise to an unknown number of businesses in different fields warranting its reclassification. For this reason, the asset ceased being amortized on September 30, 2021. During the twelve months ended December 31, 2021, therefore, the Company only recorded amortization of $ 350,014 3,150,114 On December 31, 2022, the Company began an assessment of the intangible asset to ascertain if the value of the asset had been impaired in accordance with ACS 350. The analysis confirmed that as at fiscal year-end 2022, there was no |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of December 31, 2022 and 2021, accounts payable and accrued liabilities amounted to $ 1,548,740 777,797 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES During the 12 months ended December 31, 2022, a total of 18 convertible notes held by accredited investors and officers of the Company with an aggregate value of $ 710,000 0.75 1.00 37,500 During the twelve months ended December 31, 2022, the Company recognized interest expense on its convertible notes of $ 34,365 |
NON-CONVERTIBLE NOTES AND LOAN
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Non-convertible Notes And Loan Agreements | |
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS | NOTE 8 – NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS During the 9 months ended September 30, 2022, the Company issued a total of 12 5 555,000 8 130,000 20,000 17,394.49 During the last fiscal quarter ended December 31, 2022, the Company concluded a series of three 1-year loan agreements with shareholders holding more than 5 500,000 10 5,625.02 |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
DUE TO RELATED PARTIES | NOTE 9 - DUE TO RELATED PARTIES In support of the Company’s efforts and cash requirements, it has relied and continues to rely on certain ‘advances’ from related parties consisting of the willingness of certain members of senior management not to take remuneration payments owing to them in accordance with their work contracts and in certain cases not to be reimbursed in a timely fashion for expenses legitimately incurred on behalf of the Company (“related party advances”). These Company liabilities are composed of legitimately incurred contractual remuneration, advances or amounts paid in in satisfaction of the Company’s liabilities to third parties (often as expenses). As at December 31, 2022, six employees and consultant senior managers have made related party advances: 2 direct employees (resident in the US), 3 senior managers (resident in Europe) and one senior manager (resident in India). It is expected that this forbearance by members of the management team will continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. However, there is no formal written commitment enforcing or requiring continued support by the concerned related parties who are effectively advancing their legitimate remuneration and private funds to further the Company’s purposes. The willingness of the said related party to allow delayed payment is considered temporary in nature. The arrangement has not been formalized by a promissory note or any written agreement. As such related party advances remain a liability but do not at present incur interest. As of December 31, 2022 and 2021, the related party advances outstanding were $ 945,124.74 420,395 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES United States The Company is incorporated in United States and is subject to corporate income tax rate of 21 Loss before income taxes consists of: SCHEDULE OF LOSS BEFORE INCOME TAXES For the years ended December 31, 2022 2021 Unites States $ (1,743,799 ) (1,784,370 ) Total $ (1,743,799 ) $ (1,784,370 ) The components of deferred taxes are as follows at December 31, 2022 and 2021: SCHEDULE OF DEFERRED TAXES December 31, 2022 December 31, 2021 Deferred tax assets, current portion Amortization of fair value of stock for services $ - $ - Total deferred tax assets, current portion - - Valuation allowance - - Deferred tax assets, current portion, net $ - $ - Deferred tax assets, non-current portion Fixed assets $ - $ - Net operating losses 775,474 409,276 Total deferred tax assets, non-current portion 775,474 409,276 Valuation allowance (775,474 ) (409,276 ) Deferred tax assets, non-current portion, net $ - $ - The Company is subject to United States of America tax law. As of December 31, 2022, the operations in the United States of America incurred $ 3,692,732 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 11 - STOCKHOLDERS’ EQUITY (DEFICIT) The Company is authorized to issue 100,000,000 0.001 5,000,000 0.001 no 27,385,437 28,346,834 Effective April 27, 2021, the Company, entered into that certain Asset Purchase Agreement with NEXT-ChemX TX, in which the Company acquired certain intellectual property assets of NEXT-ChemX TX, specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 Pursuant to a stock purchase agreement, on April 27, 2021, Zilin Wang, the previous majority shareholder of the Company, sold 8,618,000 5,418,000 During fiscal year 2022, the company issued a total of 961,397 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 2022 through the date these financial statements were issued, and has determined that the following events qualify as subsequent events. On March 27, 2023, the Company launched a $ 2.5 5 500,000 100,000 On March 27, 2023, the Company entered into a contractual partnership agreement (“Partnership Agreement”) with the UK AIM listed company Clontarf Energy plc (“Clontarf”) that provides for the formation of a 50:50 contractual joint venture intended to be the vehicle the parties to the Partnership Agreement use to negotiate with “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) the rights to exploit lithium mining and extraction in Bolivia commercially using the Company’s ion-Targeting Direct lithium Extraction (“iTDE”) technology. If successful in the negotiation of such rights, the Partnership Agreement provides for the creation of a corporate joint venture organized in Bolivia (“JVCo”) that would replace the contractual partnership and carry on the business of the exploitation of the said granted rights. The entry into force of the Partnership is subject to certain conditions precedent: (i) the Company demonstrating to Clontarf that it has cash of more than $ 500,000 500,000 192,500,000 192,500,000 The specific terms of the exclusive right to use iTDE Technology in Bolivia will be set out in a license to use the iTDE technology for the duration of this Partnership Agreement and, if JVCo is formed, to JVCo. This license shall be subject to the condition that NCX shall provide the technology only under the iTDE Maintenance Contract that will manage the ongoing configuration and system management of the iTDE Systems deployed as required to operate the iTDE technology. The license shall be non-transferrable, with no right to sub-license. This license shall be at no cost and royalty free. All terms and conditions of this License grant shall be set forth and controlled by the separate License Agreement document to be entered into by the Parties. Nothing in the Partnership Agreement will operate to grant either Clontarf , the contractual partnership, JVCo or any third party any ownership rights to the iTDE technology or any of its improvements which will be and remain the property of the Company. The iTDE Systems deployed in Bolivia will remain the property of the Company and will be managed by the Company directly under a separate agreement (“iTDE Maintenance Contract”). The iTDE Maintenance Contract expenses will be remunerated such as to pay the “at cost” price of the activities carried out and materials supplied as well as reasonable administration fees. It is not intended that NCX derive material profits from the iTDE Maintenance Contract. NCX shall give a general accounting of the expenses and costs but is not required to make full disclosure of the work, chemicals, processes, timing, material sources, or other information pertinent to the iTDE Technology. As an inducement to enter into the Partnership, the Company will issue to Clontarf a certain number of fully paid restricted shares of common stock of the Company representing the US dollar value of $ 500,000 In the event that the Company shall conclude a transaction with 2 specific named entities within two years from the date of the Agreement, Clontarf will be entitled to a 15 As an inducement to enter into the Partnership, Clontarf will issue to the Company the following Clontarf fully paid ordinary shares under the following conditions: (i) if, in the opinion of Clontarf, acting reasonable, the processing of brines from Bolivia through the Company’s pilot plant system is successful (i.e. with reasonably adequate purities, recoveries and costs) and leads to the commencement of Phase Two, then Clontarf will issue 250,000,000 (ii) upon the entry into a construction and processing contract or other arrangement between JVCo and YLB in respect of the processing of Bolivian brines utilizing the Company’s processing technology, 250,000,000 Apart from certain decisions reserved for certain parties of the Partnership Agreement, defined below, decisions will be taken unanimously by the parties to the Partnership Agreement, however, the Partnership Agreement provides for a delegation to managers appointed by and representing each party’s interests. Managers must decide unanimously all decisions, however, only the parties to the agreement may make decisions relating to: (a) Issue additional Partnership interests relating to funding the Bolivian pilot plant; (b) Sell or otherwise dispose of all or substantially all of the Partnership property or any Partnership property, other than in the ordinary course of business; (c) Hypothecate any Partnership property to the extent that the secured indebtedness from such hypothecation would exceed $ 10,000 (d) Incur or refinance any indebtedness for money borrowed by the Partnership, whether secured or unsecured and including any indebtedness for money borrowed from a Partner if, after such financing, the aggregate indebtedness of the Partnership would exceed $ 100,000 (e) Incur any liability or make any single expenditure or series of related expenditures in an amount exceeding $ 50,000 (f) Construct any capital improvements, repairs, alterations or changes involving an amount in excess of $ 50,000 (g) Lend money to or guaranty or become surety for the obligations of any Person; (h) Compromise or settle any claim against or inuring to the benefit of the Partnership involving an amount in controversy in excess of $ 50,000 (i) Cause the Partnership to commence a voluntary case as debtor under the United States Bankruptcy Code; (j) Take any action which, pursuant to this Agreement, specifically requires the consent or approval of Partners; or (k) Enter into any agreement, arrangement or understanding, written or oral, to do any of the above. The parties to the Partnership Agreement will decide by a unanimous vote at a meeting fixed by giving reasonable notice on any matters that come before the meeting. Meetings may be held in person or electronically. All decisions affecting the Partnership can be made at such meetings, provided however: (a) the Company shall have the right to decide on any issues that relate to the iTDE Technology and its process systems including: their use, implementation and demonstration; the manner of their deployment and any operational issues relating thereto, provided however, this shall be done in the interest of furthering the Partnership’s purpose within the constraints of the extraction system; and the Company shall also decide on all matters relating to the pursuit, maintenance, defense and enforcement of the iTDE Technology; and (b) Clontarf shall have the right to make any decisions regarding the negotiations with YLB, third parties dealing with YLB and the terms of the arrangement with YLB, provided however, any benefits derived from the Exploitation Agreements will vest in the Partnership or JVCo with the Partners treated equally. No party to the Partnership Agreement shall be liable to contribute capital to the Partnership and all monies expended by the parties to the Partnership Agreement prior to successful demonstrations of the iTDE technology to YLB officials leading to an understanding regarding the deployment of a pilot plant in Bolivia will be borne by each party, excepting the cost of YLB officials visiting for the demonstration. Agreed expenses thereafter shall be covered by agreed capital contributions or considered a debt to be reimbursed by the Partnership, paying reasonable agreed interest; unless and until the Partnership shall require to deploy the pilot plant in Bolivia. When financing the cost of a Bolivian pilot plant (based on the budget provided by the Company), any amounts required exceeding $ 100,000 Each Partner will have equal opportunity cover the required financing by making agreed contributions to the capital of the Partnership in proportion to that Partner’s share of the Partnership, however, in the event that a Partner is unwilling or unable to meet such additional required contribution within a reasonable period, then the remaining Partner may contribute that proportion remaining unfunded. In this event, the additional capital contribution of such Partner will be made against an increase in the ownership percentage in the Partnership by the contributing Partner proportionally, provided however, such increase will not decrease the other Partner’s interest to below 25 The Partnership Agreement will terminate with the unanimous consent of all Partners, or on the occurrence of one of the following events: (i) following the formation of JVCo; or (ii) in the event that the JVCo is not formed, within three (3) years from the entry into force of the Partnership Agreement; or (iii) in the event of the involuntary withdrawal of a Partner. The involuntary withdrawal of a partner in the Partnership will result from (without limitation): the liquidation or insolvency of a Partner; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; expulsion of a Partner; operation of law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute. The Partnership Agreement is subject to Texas law with the forum for arbitration of disputes in Austin, Texas. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash Cash includes cash on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities of 90 days or less. The Company’s bank account in the United States amounted to $ 28,354 10,429 250,000 |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by performing the following five steps analysis: Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the Company’s revenue will be derived from the commercial exploitation of its iTDE Technology. In principal this technology will allow the company to commercialize a system that is incorporated into a specific product: being a component in an extraction plant. It is anticipated that the need to maintain and service each unit defines the best method of commercialization as a tolling agreement, since there is a finite capacity of the system before servicing is required based on throughput. The Company considers any agreement resulting in the testing or deployment of the system (including the granting of exclusivity rights, conditional deployment, “try and see”, and other signed arrangements to be a contract with a customer. Contracts with customers are considered to be short-term or preliminary when the time between signed agreements and satisfaction of the performance obligations, (including where initial obligations in the short term may lead to replacement agreements of a defined longer duration) is equal to or less than one year. Typically, the Company expects introductory, testing and other “try and see” arrangements will be short term, however most operational agreements will be long term. The Company recognizes revenue when extraction services are provided or market rights are granted to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or grants of rights. The Company typically satisfies its performance obligations in contracts with customers upon delivery of extracted materials, however, in cases where systems are delivered against payment and property is transferred, revenue will be recognized accordingly. Generally, payment is due from customers immediately at the invoice date. The execution of contracts will require the assessment of specific extraction requirements, the design of a system, construction of the units required to implement the system, delivery and installation, start up and verification, and operation expense before revenues may be derived from extraction under a tolling arrangement. Commercial contracts therefore have significant financing components and several variable components and considerations. Potentially there may be returns of units and maintenance and refurbishment is priced into the tolling arrangement. It is anticipated that the tolling arrangements from which the Company will derive revenues shall contain extraction performance minimums that need to be met as well as extraction rates required. These are typically defined by the type of liquid from which extraction services are required and will necessarily dictate the extent and cost of the system to be deployed. These factors should be calculated and defined prior to completing initial tolling agreements. However, since the Company has yet to complete construction and testing of its initial controlled pilot plant system and the technology is ground-new, there exists no historical experience or precedent, nor any comparable system from which estimates of these critical factors can be derived. All costs and the economics of agreements will require to be evaluated and fixed during negotiations with potential customers with Company’s best judgment of all such factors and calculations at the time the estimate is made. |
Earnings (loss) per Share | Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants. For the years ended December 31, 2022 and 2021, there were no |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 2022 and 2021, there were no |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses, and other receivable approximate their fair values because of the short maturity of these instruments. |
Evaluation of long-lived intangible assets | Evaluation of long-lived intangible assets The Company acquired its principal intellectual property asset in the second quarter of 2021. The value of the asset was initially derived from the underlying arms’ length transaction in which the company owning the technology transferred the technology to the Company in exchange for a specific number of shares of common stock of the Company. The value of the shares was itself derived from that the fact that such shares were bought and sold in an arms’ length transaction that occurred simultaneously. The technology composed initially of patents and patent applications as well as certain knowhow was initially amortized by the Company. However, during the course of 2021, it became clear that the value of the asset was much greater than the individual patents and possible patent applications it being a stem technology (giving rise to many and various applications). For this reason, on September 30, 2021 the asset was reclassified as an intangible asset of indefinite life. The value taken was that of its book value at the third quarter end 2021. Intangible assets of indefinite life are not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. In our analysis of intangible assets (other than goodwill), we apply the guidance of FASB ASC 350-30-35 in determining whether any impairment conditions exist. During the fourth quarter of 2022 and into the first quarter of 2023, we performed our annual impairment evaluation required under FASB ASC 350-30-35 and concluded that our intangible asset was not impaired. The estimated fair value of the intellectual property asset certainly exceeded its carrying values as of December 31, 2022. |
Recent accounting pronouncements | Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE INCOME TAXES | Loss before income taxes consists of: SCHEDULE OF LOSS BEFORE INCOME TAXES For the years ended December 31, 2022 2021 Unites States $ (1,743,799 ) (1,784,370 ) Total $ (1,743,799 ) $ (1,784,370 ) |
SCHEDULE OF DEFERRED TAXES | The components of deferred taxes are as follows at December 31, 2022 and 2021: SCHEDULE OF DEFERRED TAXES December 31, 2022 December 31, 2021 Deferred tax assets, current portion Amortization of fair value of stock for services $ - $ - Total deferred tax assets, current portion - - Valuation allowance - - Deferred tax assets, current portion, net $ - $ - Deferred tax assets, non-current portion Fixed assets $ - $ - Net operating losses 775,474 409,276 Total deferred tax assets, non-current portion 775,474 409,276 Valuation allowance (775,474 ) (409,276 ) Deferred tax assets, non-current portion, net $ - $ - |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - shares | 12 Months Ended | ||
Apr. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares issued on conversion of debt | 944,173 | ||
Common stock, shares outstanding | 28,346,834 | 27,385,437 | |
NEXT-ChemX TX Corporation [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued and outstanding, percentage | 84.12% | ||
Miss. Anne Mollicone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued and outstanding, percentage | 6.47% | ||
Shares owned | 1,833,570 | ||
Mr. Arastou Mahjoory [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued and outstanding, percentage | 6.21% | ||
Shares owned | 1,761,494 | ||
Kenneth Mollicone [Member] | Miss. Anne Mollicone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares of common stock transferred | 1,761,495 | ||
Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued for purchases of intangible asset | 23,844,448 | ||
Zilin Wang [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of common shares purchased | 8,618,000 | ||
Messrs. Mahjoory and Mollicone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares cancelled | 5,418,000 | ||
Number of shares issued | 322,989 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 3,692,732 | $ 1,948,933 |
Working capital deficit | $ 2,436,203 | $ 1,459,168 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash | $ 28,354 | $ 10,429 |
FDIC insurance amount | $ 250,000 | |
Potentially dilutive securities excluded from computation | 0 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Current Assets | ||
Prepaid expense and other current asset | $ 22,169 | $ 1,600 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued for purchase of intangible asset | $ 3,500,127 | ||
Amortization of intangible assets | $ 350,014 | ||
Net of accumulated amortization | $ 3,150,114 | ||
Impairment of intangible assets | $ 0 | ||
Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued for purchases of intangible asset, shares | 23,844,448 | ||
Common stock issued for purchase of intangible asset | $ 3,500,127 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $ 1,548,740 | $ 777,797 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Nov. 15, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 710,000 | |
Debt instrument, conversion price per share | $ 0.75 | $ 1 |
Repayment of convertible notes | $ 37,500 | |
Interest expense | $ 34,365 |
NON-CONVERTIBLE NOTES AND LOA_2
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Percentage of debt interest bearing | 12% | |
Debt instrument aggregate value | $ 555,000 | |
Percentage of annual interest arrears | 8% | 10% |
Aggregate fee interest amount | $ 20,000 | $ 500,000 |
Debt instrument interest expense | $ 5,625.02 | |
Short term Bridging [Member] | ||
Debt instrument aggregate value | 130,000 | |
Debt instrument interest expense | $ 17,394.49 | |
Minimum [Member] | ||
Percentage of investor shareholders | 5% | 5% |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Related party advances outstanding | $ 945,124.74 | $ 420,395 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before income taxes | $ (1,743,799) | $ (1,784,370) |
UNITED STATES | ||
Loss before income taxes | $ (1,743,799) | $ (1,784,370) |
SCHEDULE OF DEFERRED TAXES (Det
SCHEDULE OF DEFERRED TAXES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, current portion: Amortization of fair value of stock for services | ||
Total deferred tax assets, current portion | ||
Deferred tax assets, current portion: Valuation allowance | ||
Deferred tax assets, current portion, net | ||
Deferred tax assets, non-current portion : Fixed assets | ||
Deferred tax assets, non-current portion: Net operating losses | 775,474 | 409,276 |
Total deferred tax assets, non-current portion | 775,474 | 409,276 |
Deferred tax assets, non-current portion: Valuation allowance | (775,474) | (409,276) |
Deferred tax assets, non-current portion, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - UNITED STATES | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Percentage of corporate income tax rate | 21% |
Cumulative net operating losses | $ 3,692,732 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares | 12 Months Ended | ||
Apr. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares outstanding | 28,346,834 | 27,385,437 | |
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock issued for purchases of intangible asset | 23,844,448 | ||
Conversion issued common stock | 961,397 | ||
Zilin Wang [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of common shares purchased | 8,618,000 | ||
Messrs. Mahjoory and Mollicone [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares cancelled | 5,418,000 | ||
Asset Purchase Agreement [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock issued for purchases of intangible asset | 23,844,448 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 12 Months Ended | |
Mar. 27, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Number of shares issued, shares | 250,000,000 | |
Cash operations and commitments | $ 500,000 | |
Secured indebtness | 10,000 | |
Maximum indebtedness amount | 100,000 | |
Payments for capital improvements | $ 50,000 | |
Percentage of increase decrease in interest | 25% | |
Clontarf Energy plc [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued, value | $ 500,000 | |
Number of shares issued, shares | 192,500,000 | |
Percentage of contributing interest | 15% | |
Clontarf Energy plc [Member] | JVCo And YLB [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued, shares | 250,000,000 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted shares launched | 2,500,000 | |
Share price | $ 5 | |
Number of shares issued, value | $ 500,000 | |
Number of shares issued, shares | 100,000 |