Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
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 | 1980 Festival Plaza Drive | |
Entity Address, Address Line Two | Summerlin South 300 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 725 | |
Local Phone Number | 867-0789 | |
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 | $ 41,679,153 | |
Entity Common Stock, Shares Outstanding | 28,546,834 | |
Documents Incorporated by Reference | None | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | BF Borgers CPA PC | |
Auditor Firm ID | 5041 | |
Auditor Location | Lakewood, CO |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 2,458 | $ 28,355 |
Prepaid expense and other current assets | 72,925 | 22,169 |
Financial Asset | 64,944 | |
Total Current Assets | 140,327 | 50,524 |
Property and equipment, net | 12,621 | 17,957 |
Intangible asset, net | 3,150,114 | 3,150,114 |
Total Assets | 3,303,062 | 3,218,595 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 2,443,207 | 1,548,740 |
Note payable - 3rd Party | 426,007 | |
Loan payable | 945,000 | 500,000 |
Total Current Liabilities | 3,932,425 | 2,486,727 |
Total Liabilities | 3,932,425 | 2,486,727 |
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, 28,546,834 and 28,346,834 shares issued and outstanding, respectively | 28,547 | 28,347 |
Additional paid-in capital | 5,396,053 | 4,396,253 |
Accumulated deficit | (6,053,963) | (3,692,732) |
Total Stockholders’ Equity (Deficit) | (629,363) | 731,868 |
Total Liabilities and Stockholders’ Equity (Deficit) | 3,303,062 | 3,218,595 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Due to Related Party | 511,980 | 11,980 |
Related Party [Member] | ||
Current Liabilities: | ||
Due to Related Party | $ 32,238 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 27, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
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 | $ 1.25 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 28,546,834 | 28,346,834 | |
Common stock, shares outstanding | 28,546,834 | 28,346,834 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
General and administrative | 1,976,601 | 1,673,284 |
Total operating expenses | 1,976,601 | 1,673,284 |
Income (loss) from operations | (1,976,601) | (1,673,284) |
Other income (expense) | ||
Interest expense | (87,682) | (70,515) |
Other income (expense) | (296,948) | |
Net other expense | (384,630) | (70,515) |
Loss before provision for income taxes | (2,361,231) | (1,743,799) |
Net income (loss) | $ (2,361,231) | $ (1,743,799) |
Net income (loss) per common share, Basic | $ (0.08) | $ (0.06) |
Net income (loss) per common share, Diluted | $ (0.08) | $ (0.06) |
Weighted average number of common shares outstanding, Basic | 28,466,560 | 27,802,153 |
Weighted average number of common shares outstanding, Diluted | 28,466,560 | 27,802,153 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 27,385 | $ 3,634,034 | $ (1,948,933) | $ 1,712,486 |
Balance, shares at Dec. 31, 2021 | 27,385,437 | |||
Stock issued on conversion of 3rd party Loans | $ 885 | 685,620 | 686,505 | |
Stock issued on conversion of 3rd party Loan, 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 | |||
Net loss | (1,743,799) | (1,743,799) | ||
Balance at Dec. 31, 2022 | $ 28,347 | 4,396,253 | (3,692,732) | 731,868 |
Balance, shares at Dec. 31, 2022 | 28,346,834 | |||
Net loss | (2,361,231) | (2,361,231) | ||
Stock Issued to 3rd Party for cash | $ 100 | 499,900 | $ 500,000 | |
Stock Issued to 3rd Party for cash, shares | 100,000 | 200,000 | ||
Stock Issued to 3rd Party for service | $ 100 | 499,900 | $ 500,000 | |
Stock Issued to 3rd Party for service, shares | 100,000 | |||
Balance at Dec. 31, 2023 | $ 28,547 | $ 5,396,053 | $ (6,053,963) | $ (629,363) |
Balance, shares at Dec. 31, 2023 | 28,546,834 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net income(loss) | $ (2,361,231) | $ (1,743,799) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,336 | 5,160 |
Other income received in 3rd party stock | (203,050) | |
Unrealized loss on trading securities | 36,581 | |
Consultant commission paid in third party stock | 101,525 | |
Other Expense paid in stocks | 500,000 | |
Changes in Operating Assets and Liabilities: | ||
Accounts payable and accrued liabilities | 1,394,467 | 824,125 |
Prepaid expenses | (50,756) | (20,570) |
Related Party advances | 32,238 | |
Net cash provided by (used in) operating activities | (544,890) | (935,084) |
INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (1,577) | |
Net cash provided by investing activities | (1,577) | |
FINANCING ACTIVITIES | ||
Proceeds from the Stock Issuance of Common Stocks | 500,000 | |
Proceeds from convertible notes payable - related party, net of original issue discounts | 60,000 | |
Proceeds from loan payables | 465,000 | 500,000 |
Proceeds from note payables | 556,007 | |
Proceed from Equity Escrow Account | 11,980 | |
Repayment of convertible notes payable | (37,500) | |
Repayment of loan payable | (20,000) | |
Repayment of note payable | (426,007) | (130,000) |
Repayment of related party loans | (5,900) | |
Net cash (used in) financing activities | 518,993 | 954,587 |
Net increase (decrease) in cash | (25,897) | 17,926 |
Cash, beginning of year | 28,355 | 10,429 |
Cash, end of year | 2,458 | 28,355 |
Cash paid during the period for: | ||
Income tax | ||
Interest | 37,212 | 14,022 |
Supplemental non-cash investing and financing activities | ||
Common Stock issued on Conversion of 3rd party loan | 686,505 | |
Common stock issued on conversion of related party loan | $ 76,677 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [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 to market commercial systems for its applications. The Company’s principal focus in the commercialization of the iTDE Technology during fiscal year 2023 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 (Private)”), in which the Company acquired certain intellectual property assets of NEXT-ChemX (Private), 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 fiscal year 2022 Kenneth Mollicone transferred to his wife his entire shareholding of 1,761,495 During fiscal year 2023, the Company issued 100,000 As of December 31, 2023, the Company had 28,546,834 As of December 31, 2023, one shareholder with the same name as the Company, NEXT-ChemX, but organized in a different jurisdiction holds approximately 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company has incurred losses since its inception on August 13, 2014 resulting in an accumulated deficit of $ 6,053,963 3,792,098 3,692,732 2,436,203 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, 2023 | |
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 $ 2,458 28,355 250,000 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 the Company’s revenue will be derived from the commercial exploitation of its iTDE Technology. In principle 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 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, as well as ongoing 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 the 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 the 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 the 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 fiscal years ended December 31, 2023, and December 31, 2022, 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. As of fiscal year ends December 31, 2023 and December 31, 2022, 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 fiscal year 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 2023 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. It is believed that the estimated fair value of the intellectual property asset exceeded its carrying values as of December 31, 2023. 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, 2023 | |
Prepaid Expense And Other Current Assets | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS Prepaid expense amounted to $ 72,925 22,169 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2023 | |
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 (Private), in which the Company acquired certain intellectual property assets of NEXT-ChemX (Private), 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, 2023, 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 of December 31, 2023, there was no |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of December 31, 2023, and December 31, 2022, accounts payable and accrued liabilities amounted to $ 2,443,207 1,548,740 |
DEFERED INCOME
DEFERED INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
DEFERED INCOME | NOTE 7 – DEFERED INCOME During the first Quarter of fiscal year 2023, the Company signed a Partnership Agreement that called for the payment by the Company’s contractual partner of an amount of $ 500,000 |
NON-CONVERTIBLE NOTES AND LOAN
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS | NOTE 8 – NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS In fiscal year 2022, the Company issued a non-convertible note in the amount of $ 250,000 10 In fiscal year 2022, the Company had also concluded two loan agreements with two unrelated existing third-party shareholders in an aggregate amount of $ 250,000 10 During fiscal year 2023, the Company concluded a total of 6 loan agreements with existing third-party shareholders in an aggregate amount of $ 465,000 20,000 3,000 The remaining five loans issued in 2023 were as follows: On February 2, 2023, the Company concluded a loan with an unrelated third-party shareholder in the amount of $ 25,000 10 On February 21, 2023, the Company concluded a loan by an unrelated third-party shareholder in the amount of $ 50,000 10 On August 21, 2023, the Company concluded a short term 30-day bridging loan of $ 20,000 3,000 15 20,000 23,000 On September 14, 2023, the Company concluded two loan agreements with two separate non-related third-party shareholders of the Company for $ 125,000 10 250,000 On November 16, 2023, the Company concluded a second bridging loan of $ 120,000 48 120,000 In summary, as of December 31, 2023, a total of eight unpaid loans with an aggregate amount of $ 945,000 120,000 250,000 rd 500,000 |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
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 and from one professional consultant. This reflects the willingness of certain members of senior management and those associated with the Company’s successful future not to take remuneration payments owing to them in accordance with their 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 satisfaction of the Company’s liabilities to third parties (often as expenses). As of December 31, 2023, seven employees, consultant senior managers and a third party professional have made related party advances: two direct employees, a consultant and a third party professional (resident in the US) are owed a total of $ 1,210,652 961,703 It is anticipated that the forbearance shown by the Company’s personnel 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. In March 2023, certain delays in the receipt of payments were agreed with certain employees and consultants of the Company and these agreements provided for interest to pe paid on certain of the outstanding sums, however, due to a lack of liquidity, the Company was not able to keep to the commitments made in such agreements. None of those that signed the agreements has acted on such default and the Company is in discussion with all senior staff and consultants with a view to defining a method of settling the outstanding obligations of the employees and consultants that would form a lasting solution. However, there is no current 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. As of December 31, 2023, there are no arrangements formalized. No promissory note or any other written agreements exist that are effective at the fiscal year end 2023. Such related party advances remain a liability. As of December 31, 2023, and December 31, 2022, the related party advances to the six employees outstanding were $ 1,767,355 945,125 405,000 26,200 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Unites States $ (2,361,231 ) (1,743,799 ) Total $ (2,361,231 ) $ (1,743,799 ) The components of deferred taxes are as follows at December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAXES December 31, 2023 December 31, 2022 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 1,271,332 775,474 Total deferred tax assets, non-current portion 1,271,332 775,474 Valuation allowance (1,271,332 ) (775,474 ) Deferred tax assets, non-current portion, net $ - $ - The Company is subject to United States of America tax law. As of December 31, 2023, the operations in the United States of America incurred $ 6,053,963 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
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 28,346,834 28,546,834 Effective April 27, 2021, the Company, entered into that certain Asset Purchase Agreement with NEXT-ChemX (Private), in which the Company acquired certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company. This transaction changed the business, management and potential of the Company completely, becoming entirely different to its previous purpose. During fiscal year 2023, the Company issued a total of 200,000 shares of Common Stock. 100,000 shares were issued to non-related third-party accredited investors following their subscription to the March 20, 2023, private placement of the Company’s securities at $ 5.00 per share. An additional 100,000 shares of Common Stock was issued to a contractual partner in fulfilment of the Company’s contractual obligations under the agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 2023, through the date these financial statements were issued, and has determined that the following events qualify as subsequent events. Indebtedness of employees, consultants and certain other debtors. On February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants and third-party professionals and with one former employee that resigned in January 2024. These agreements set out the terms under which such persons would receive their past indebtedness and, with the exception of the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will be increased to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue. The agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter. The indebtedness of the Company to the signatories shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the agreement within 11 days of the month end in which the remuneration was incurred. Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date. These agreements shall only enter into force on the first date following February 29, 2024 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void. Issuance of Convertible Notes On February 27, 2024 the Company filed a Notice of Exempt Offering of Securities on Form D to record the issuance of a new series of notes convertible in to shares of common stock at $ 1.25 These Series “F” notes are repayable on the twenty-fourth anniversary of their issuance and pay interest at term calculated at 10% per annum. The Company may issue up to a total of $3,000,000 of such Series “F” Notes. Late repayment will incur penalty interest of 12%. The Noes may be repaid prior to term following the filing of a registration Statement covering the underlying shares by giving five days’ notice to the Note Holders, provided however, the share price remains above $2.50 for 10 days prior to notice given. Upon the occurrence of an event of an event of default, interest on the notes shall rise to 12% per annum, penalty interest will accrue and all indebtedness under the Notes shall become immediately due and payable. The Company has to date issued 5 Series “F” Notes to two existing shareholders in an aggregate amount of $ 365,000 Creation of the Partnership Company with Clontarf Energy plc On 21 st On 4 March 2024, Clontarf submitted the qualification materials for the partnership to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in relation to the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Under the Partnership Agreement it is Clontarf’s responsibility to submit such bids on behalf of the partnership LLC. On 15 th Other subsequent Events. Mr. Majendie resigned as an officer and employee of the Company in January 2024, however he has agreed to continue as a consultant to provide support in matters which were his responsibility while an employee. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 2,458 28,355 250,000 |
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 the Company’s revenue will be derived from the commercial exploitation of its iTDE Technology. In principle 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 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, as well as ongoing 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 the 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 the 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 the 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 fiscal years ended December 31, 2023, and December 31, 2022, 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. As of fiscal year ends December 31, 2023 and December 31, 2022, 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 fiscal year 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 2023 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. It is believed that the estimated fair value of the intellectual property asset exceeded its carrying values as of December 31, 2023. |
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, 2023 | |
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, 2023 2022 Unites States $ (2,361,231 ) (1,743,799 ) Total $ (2,361,231 ) $ (1,743,799 ) |
SCHEDULE OF DEFERRED TAXES | The components of deferred taxes are as follows at December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAXES December 31, 2023 December 31, 2022 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 1,271,332 775,474 Total deferred tax assets, non-current portion 1,271,332 775,474 Valuation allowance (1,271,332 ) (775,474 ) 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, 2023 | Dec. 31, 2022 | |
Number of shares issued | 200,000 | ||
Common stock, shares issued | 28,546,834 | 28,346,834 | |
Common stock, shares outstanding | 28,546,834 | 28,346,834 | |
NEXT-ChemX TX Corporation [Member] | |||
Ownership percentage | 84.12% | ||
Miss. Anne Mollicone [Member] | |||
Ownership percentage | 6.47% | ||
Number of shares owned | 1,833,570 | ||
Mr. Arastou Mahjoory [Member] | |||
Ownership percentage | 6.21% | ||
Number of shares owned | 1,761,494 | ||
Private Placement [Member] | |||
Number of shares issued | 100,000 | ||
Kenneth Mollicone [Member] | Miss. Anne Mollicone [Member] | |||
Shares of common stock transferred | 1,761,495 | ||
Asset Purchase Agreement [Member] | |||
Stock issued for purchases of intangible asset | 23,844,448 | ||
Zilin Wang [Member] | |||
Number of common shares purchased | 8,618,000 | ||
Messrs. Mahjoory and Mollicone [Member] | |||
Number of shares cancelled | 5,418,000 | ||
Number of shares issued | 322,989 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 6,053,963 | $ 3,692,732 |
Working capital deficit | $ 3,792,098 | $ 2,436,203 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash | $ 2,458 | $ 28,355 |
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, 2023 | Dec. 31, 2022 |
Prepaid Expense And Other Current Assets | ||
Prepaid expense and other current asset | $ 72,925 | $ 22,169 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 27, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
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, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $ 2,443,207 | $ 1,548,740 |
DEFERED INCOME (Details Narrati
DEFERED INCOME (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Partnership Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Contractual partner amount | $ 500,000 |
NON-CONVERTIBLE NOTES AND LOA_2
NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 15, 2023 | Aug. 21, 2023 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 17, 2023 | Nov. 16, 2023 | Sep. 14, 2023 | Feb. 21, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||
Non Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||
Percentage of annual interest arrears | 10% | |||||||||||
Two Loan Agreements [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 125,000 | $ 250,000 | ||||||||||
Percentage of annual interest arrears | 10% | 10% | ||||||||||
Six Loan Agreements [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 465,000 | |||||||||||
Repayments of debt | 20,000 | |||||||||||
Debt instrument interest expense | 3,000 | |||||||||||
Loan Agreements [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 50,000 | $ 25,000 | ||||||||||
Percentage of annual interest arrears | 10% | 10% | ||||||||||
Bridging Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 20,000 | |||||||||||
Percentage of annual interest arrears | 15% | |||||||||||
Repayments of debt | $ 23,000 | |||||||||||
Debt instrument interest expense | $ 3,000 | |||||||||||
Second Bridging Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 120,000 | $ 120,000 | ||||||||||
Percentage of annual interest arrears | 48% | |||||||||||
Eight Loans [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument interest expense | $ 945,000 | |||||||||||
Eight Loans [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument interest expense | $ 500,000 | $ 250,000 | $ 120,000 |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details Narrative) - Related Party [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Two Direct Employees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party advances outstanding | $ 1,210,652 | |
Three Senior Managers [Member] | ||
Related Party Transaction [Line Items] | ||
Related party advances outstanding | 961,703 | |
Six Employees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party advances outstanding | 1,767,355 | $ 945,125 |
Professional Consultant [Member] | ||
Related Party Transaction [Line Items] | ||
Related party advances outstanding | $ 405,000 | $ 26,200 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss before income taxes | $ (2,361,231) | $ (1,743,799) |
UNITED STATES | ||
Loss before income taxes | $ (2,361,231) | $ (1,743,799) |
SCHEDULE OF DEFERRED TAXES (Det
SCHEDULE OF DEFERRED TAXES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, current portion: Amortization of fair value of stock for services | ||
Total deferred tax assets, current portion | ||
Deferred tax assets, current portion: Valuation allowance | ||
Deferred tax assets, current portion, net | ||
Deferred tax assets, non-current portion : Fixed assets | ||
Deferred tax assets, non-current portion: Net operating losses | 1,271,332 | 775,474 |
Total deferred tax assets, non-current portion | 1,271,332 | 775,474 |
Deferred tax assets, non-current portion: Valuation allowance | (1,271,332) | (775,474) |
Deferred tax assets, non-current portion, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - UNITED STATES | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Percentage of corporate income tax rate | 21% |
Cumulative net operating losses | $ 6,053,963 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares | 12 Months Ended | |||
Apr. 27, 2021 | Dec. 31, 2023 | Feb. 27, 2024 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.001 | $ 1.25 | $ 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 | 28,546,834 | 28,346,834 | ||
Stock Issued During Period, Shares, New Issues | 200,000 | |||
Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||
Common Stock [Member] | Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||
Shares Issued, Price Per Share | $ 5 | |||
Asset Purchase Agreement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 23,844,448 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 29, 2024 | Feb. 27, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
convertible in to shares of common stock, par value | $ 1.25 | $ 0.001 | $ 0.001 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Indebtedness of employees, description | These agreements set out the terms under which such persons would receive their past indebtedness and, with the exception of the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will be increased to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue. | |||
Indebtedness and penalty interest conversion, description | (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter. | |||
Indebtedness agreement, description | The indebtedness of the Company to the signatories shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the agreement within 11 days of the month end in which the remuneration was incurred. | |||
Issuance of convertible notes, description | These Series “F” notes are repayable on the twenty-fourth anniversary of their issuance and pay interest at term calculated at 10% per annum. The Company may issue up to a total of $3,000,000 of such Series “F” Notes. Late repayment will incur penalty interest of 12%. The Noes may be repaid prior to term following the filing of a registration Statement covering the underlying shares by giving five days’ notice to the Note Holders, provided however, the share price remains above $2.50 for 10 days prior to notice given. Upon the occurrence of an event of an event of default, interest on the notes shall rise to 12% per annum, penalty interest will accrue and all indebtedness under the Notes shall become immediately due and payable. | |||
Aggregate amount | $ 365,000 |