Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-218248 | |
Entity Registrant Name | FORGE INNOVATION DEVELOPMENT CORP. | |
Entity Central Index Key | 0001687919 | |
Entity Tax Identification Number | 81-4635390 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6280 Mission Blvd Unit 205 | |
Entity Address, City or Town | Jurupa Valley | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92509 | |
City Area Code | (626) | |
Local Phone Number | 986-4566 | |
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 Common Stock, Shares Outstanding | 50,389,011 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 10,686 | $ 11,734 |
Account receivable | 109,509 | |
Deferred share-based compensation | 1,423,014 | |
Prepaid expense and other current assets | 93,923 | 16,521 |
Total Current Assets | 1,637,132 | 28,255 |
NONCURRENT ASSETS | ||
Property and equipment, net | 68,812 | 83,636 |
Real estate investments, net | 8,162,521 | |
Rent deposit | 13,953 | |
Total Non-Current Assets | 8,231,333 | 97,589 |
TOTAL ASSETS | 9,868,465 | 125,844 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 133,537 | 4,029 |
Unearned revenue | 40,998 | 13,124 |
Rent payable, current | 45,294 | 83,070 |
Loan payables | 394,809 | 8,236 |
Total Current Liabilities | 1,558,972 | 168,459 |
Security deposits payable | 121,893 | |
Rent payable | 40,000 | |
Long term portion of Chase auto loan | 30,186 | 36,222 |
Long term portion of SBA loan | 11,881 | 12,502 |
Commercial loan | 4,119,950 | |
TOTAL LIABILITIES | 5,882,882 | 217,183 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY (DEFICIT) | ||
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding | ||
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 45,621,868 shares issued and outstanding | 5,039 | 4,562 |
Additional paid-in capital | 4,806,201 | 1,469,678 |
Accumulated deficit | (1,912,844) | (1,565,579) |
Total Forge Stockholders’ Equity (Deficit) | 2,898,396 | (91,339) |
Noncontrolling interests | 1,087,187 | |
Total Equity (Deficit) | 3,985,583 | (91,339) |
TOTAL LIABILITIES AND EQUITY | 9,868,465 | 125,844 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Due to related parties | $ 944,334 | $ 60,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 50,389,011 | 45,621,868 |
Common stock, shares outstanding | 50,389,011 | 45,621,868 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total revenues | $ 132,760 | $ 37,000 | $ 310,770 | $ 82,863 |
Operating Expenses | ||||
Professional expenses | 20,000 | 9,800 | 56,400 | 29,400 |
Depreciation expense | 68,884 | 3,372 | 190,731 | 11,745 |
Share-based compensation | 494,027 | 536,986 | ||
Selling, general and administrative expenses | 50,499 | 26,629 | 148,890 | 87,100 |
Property operating | 40,354 | 92,364 | ||
Total operating expenses | 673,764 | 39,801 | 1,025,371 | 128,245 |
Other income (expenses): | ||||
Interest expense and loan fee, net | (128,520) | (333,283) | ||
Gain on bargain purchase | 487,688 | |||
Gain on debt settlement | 3,284 | |||
Gain on sale of property and equipment | 6,874 | 6,874 | ||
Other income (expense), net | 3,919 | 938 | (22,882) | 938 |
Total other (expense) income, net | (124,601) | 7,812 | 131,523 | 11,096 |
Net (loss) income before income tax | (665,605) | 5,011 | (583,078) | (34,286) |
Income tax expense | (1,372) | (2,172) | ||
Net (loss) income | (665,605) | 3,639 | (583,078) | (36,458) |
Net loss attributable to non-controlling interests in a subsidiary | (81,880) | (235,813) | ||
Net (loss) income attributable to common stockholders | $ (583,725) | $ 3,639 | $ (347,265) | $ (36,458) |
Weighted average shares outstanding: | ||||
Weighted average number of shares outstanding, basic | 50,389,011 | 45,621,868 | 47,982,763 | 45,621,868 |
Weighted average number of shares outstanding, diluted | 50,389,011 | 45,621,868 | 47,982,763 | 45,621,868 |
Earnings per share: | ||||
Earnings per share, basic | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Earnings per share, diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Property Management Income [Member] | ||||
Revenues | ||||
Total revenues | $ 5,863 | |||
Property Management Income From A Related Party [Member] | ||||
Revenues | ||||
Total revenues | 37,000 | 45,000 | 77,000 | |
Rent Income [Member] | ||||
Revenues | ||||
Total revenues | $ 132,760 | $ 265,770 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (583,078) | $ (36,458) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 190,731 | 11,745 |
Share-based compensation | 536,986 | |
Gain on sale of property and equipment | (6,874) | |
Gain on bargain purchase | (487,688) | |
Change in operating assets and liabilities: | ||
Account receivable | (27,730) | 9,000 |
Prepaid expense and other current assets | (17,031) | (7,239) |
Accrued interest | 80,338 | |
Rent deposit | 13,953 | |
Rent payable | 2,224 | |
Unearned revenue | (6,251) | 14,063 |
Other current liability – related party | 18,548 | (10,408) |
Accounts payable and accrued liabilities | 25,252 | (17,656) |
Net cash used in operating activities | (253,746) | (43,827) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (2,105) | (6,880) |
Cash acquired from Legend | 3,192 | |
Net cash provided by (used in) investing activities | 1,087 | (6,880) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of SBA loan and car loans | (6,175) | (5,696) |
Repayment to related parties | (140,289) | |
Proceeds from commercial loan | 50,000 | |
Advance from related parties | 348,075 | |
Net cash provided by (used in) financing activities | 251,611 | (5,696) |
Net decrease in Cash | (1,048) | (56,403) |
Cash at beginning of period: | 11,734 | 60,364 |
Cash at end of period: | 10,686 | 3,961 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR | ||
Interest paid | 209,289 | |
Income taxes paid | 2,172 | |
NONCASH TRANSACTION OF INVESTING ACTIVITIES | ||
Shares issued for acquisition of Legend | 1,377,000 | |
Net loan carried through purchase of vehicle with trade-in | 36,029 | |
Additional real estate investment paid through commercial loans | $ 448,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 4,562 | $ 1,469,678 | $ (1,531,467) | $ (57,227) | |
Balance, shares at Dec. 31, 2021 | 45,621,868 | ||||
Net income (loss) | (36,458) | (36,458) | |||
Balance at Sep. 30, 2022 | $ 4,562 | 1,469,678 | (1,567,925) | (93,685) | |
Balance, shares at Sep. 30, 2022 | 45,621,868 | ||||
Balance at Jun. 30, 2022 | $ 4,562 | 1,469,678 | (1,571,564) | (97,324) | |
Balance, shares at Jun. 30, 2022 | 45,621,868 | ||||
Net income (loss) | 3,639 | 3,639 | |||
Balance at Sep. 30, 2022 | $ 4,562 | 1,469,678 | (1,567,925) | (93,685) | |
Balance, shares at Sep. 30, 2022 | 45,621,868 | ||||
Balance at Dec. 31, 2022 | $ 4,562 | 1,469,678 | (1,565,579) | (91,339) | |
Balance, shares at Dec. 31, 2022 | 45,621,868 | ||||
Net income (loss) | (347,265) | (235,813) | (583,078) | ||
Shares issued for compensation | $ 280 | 1,959,720 | 1,960,000 | ||
Shares issued for compensation, shares | 2,800,000 | ||||
Acquisition of Legend | $ 197 | 1,376,803 | 1,323,000 | 2,700,000 | |
Acquisition of Legend, shares | 1,967,143 | ||||
Balance at Sep. 30, 2023 | $ 5,039 | 4,806,201 | (1,912,844) | 1,087,187 | 3,985,583 |
Balance, shares at Sep. 30, 2023 | 50,389,011 | ||||
Balance at Jun. 30, 2023 | $ 5,039 | 4,806,201 | (1,329,119) | 1,169,067 | 4,651,188 |
Balance, shares at Jun. 30, 2023 | 50,389,011 | ||||
Net income (loss) | (583,725) | (81,880) | (665,605) | ||
Balance at Sep. 30, 2023 | $ 5,039 | $ 4,806,201 | $ (1,912,844) | $ 1,087,187 | $ 3,985,583 |
Balance, shares at Sep. 30, 2023 | 50,389,011 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, Forge amended its Articles of Incorporation in the State of Nevada to change the Company Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509. The Company’s main business focuses on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”. On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of September 30, 2023, we have not generated any income from the subsidiary due to our business strategy adjustment. On March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3 66 100 48,722 4.51 A relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51 1,967,143 0.70 1,377,000 51 2,700,000 51 15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services. Revenue streams that are scoped into ASU 2014-09 include: Property management services: The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard. Real estate sales: The Company accounts for the sale of real estate assets and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete, and the Company does not have significant continuing involvement. Subsequent to the adoption of the new standard, the Company may recognize a gain on a real estate disposition that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control. Business Combination We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations. Non-controlling Interests Non-controlling interests are portions of entities included in the consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. Share-based compensation The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. New Accounting Standards Adopted In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The Company adopted ASU No. 2016-13 on January 1, 2023, which had no impact on the beginning balance of the Company’s balance as there was no receivable balances as of January 1, 2023. The management does not believe that other than disclosed above, the recently issued but not yet adopted accounting pronouncements will have a material impact on its financial position results of operations or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception except the first quarter of 2023, resulting in an accumulated deficit of $ 1,912,844 In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to the Company and ultimately achieving profitable operations. Management believes that the Company’s business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that the Company will meet its objectives and be able to continue in operation. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of Forge Innovation Development Corp. to continue as a going concern. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Investments | Note 4 – Real Estate Investments On March 24, 2023, the Company acquired 51% 1,967,143 1,377,000 100% 48,722 4.51 Schedule of Real Estate Investments September 30,2022 (Unaudited) December 31,2022 Commercial building $ 7,026,233 $ - Tenant improvements 736,000 - Construction in progress 676,000 - Land 527,000 - Total real estate investments, at cost 8,965,233 - Less: accumulated depreciation (802,712 ) - Total real estate investments, net $ 8,162,521 $ - |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the three months ended September 30, 2023 and 2022, the Company has incurred a net loss of $ 665,605 3,639 583,078 36,458 666,061 420,873 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions As of September 30, 2023 and December 31, 2022, the amounts due to related parties consisted of the following: Schedule of Amounts Due to Related Parties September 30 December 31, Party Nature of relationship 2023 2022 Patrick Liang (“Patrick”) Chief Executive Officer $ 2,399 $ - Hua Guo Officer 38,000 - Xiaohui Deng Member of Legend LP 50,000 - Xingyu Liu Member of Legend LP 100,000 - Glory Investment International Inc. (“Glory”) Entity controlled by Mother of CEO 161,500 - Prime Investment International Inc. (“Prime”) Entity controlled by Mother of CEO 335,435 - University Campus Hotel LP (“University”) Entity controlled by Mother of CEO 191,000 - Speedlight Consulting (“Speedlight”) Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023 66,000 60,000 Amounts due to related parties $ 944,334 $ 60,000 The amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the nine months ended September 30, 2023 and 2022, these related parties paid expenses on behalf of the Company in the total amount of $ 12,515 4,809 348,075 140,289 658,000 During the nine months ended September 30, 2023 and 2022, the Company paid compensation to CEO in the amount of $ 10,000 nil 33 56,400 29,400 On January 4, 2021, the Company purchased a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the amount of $ 22,861 7.11 41 558 On July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $ 84,406.12 48,295 671 0 72 15,000 6,874 6,036 During the nine months ended September 30, 2023 and 2022, the Company generated property management income of $ 45,000 77,000 48,722 4.51 5,000 10,000 15,000 51 |
Commercial and SBA Loans
Commercial and SBA Loans | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Commercial and SBA Loans | Note 7 – Commercial and SBA Loans On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $ 14,000 3.75 69 12,551 12,689 Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third party (the “Lender”) in the principal amount of $ 3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73 % per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the nine months ended September 30, 2023, the Company received an additional amount of $ 448,000 from this Lender which was paid directly to vendors for real estate investments. Accrued interest of $ 80,338 10,412 333,283 209,289 43,656 The Company also assumed a loan from a third party in the total amount of $ 386,091 |
Acquisition of Legend
Acquisition of Legend | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Legend | Note 8 – Acquisition of Legend On March 23, 2023, the Company acquired 51 1,967,143 1,377,000 100% 48,722 4.51 The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of Assets Acquired and Liabilities Fair Values Allocation Total purchase consideration $ 1,377,000 Fair value of non-controlling interests 1,323,000 Total consideration 2,700,000 Identifiable net assets acquired: Cash $ 3,192 Account receivable 81,779 Prepaid expenses and other 49,959 Real estate investments 7,888,323 Accounts payable and accrued liabilities (104,256 ) Security deposits payable (121,893 ) Unearned revenue (34,125 ) Loans to related parties (658,000 ) Loans, current (3,917,291 ) Net assets acquired 3,187,688 Gain on bargain purchase $ (487,688 ) Given the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to September 30 2023, the Company recognized net loss of $ 269,213 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders’ Equity As of September 30, 2023 and December 31, 2022, the Company had 50,389,011 45,621,868 On March 24, 2023, the Company issued 1,967,143 2023 Equity Incentive Plan On June 15, 2023, the Board of the Company adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock, $ 0.0001 5,000,000 On June 26, 2023, the Company granted a total of 2,800,000 1,960,000 536,986 1,423,014 As of September 30, 2023, the Company’s common stock issuable under the 2023 Equity Incentive Plan totaled 2,200,000 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 10 - Commitment and Contingencies On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months , and which was scheduled to expire on January 14, 2022 , at monthly rent of $ 4,962 , subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $ 100,000 and rent deposit of $ 13,953 became nonrefundable. During the three and nine months ended September 30, 2023, the Company recognized settlement loss of $ 30,883 which is included in other income (expense), net on the consolidated statement of operations. As of September 30, 2023, the Company had $ 85,294 in rent payable to PHBC-II, with $ 45,294 within one year and $ 40,000 due after one year. As of December 31, 2022, the Company had rent payable in the amount of $ 83,070 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 11- Subsequent Event The Company has evaluated all other subsequent events through the date these condensed financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services. Revenue streams that are scoped into ASU 2014-09 include: Property management services: The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard. Real estate sales: The Company accounts for the sale of real estate assets and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete, and the Company does not have significant continuing involvement. Subsequent to the adoption of the new standard, the Company may recognize a gain on a real estate disposition that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control. |
Business Combination | Business Combination We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests are portions of entities included in the consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. |
Share-based compensation | Share-based compensation The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. |
New Accounting Standards Adopted | New Accounting Standards Adopted In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The Company adopted ASU No. 2016-13 on January 1, 2023, which had no impact on the beginning balance of the Company’s balance as there was no receivable balances as of January 1, 2023. The management does not believe that other than disclosed above, the recently issued but not yet adopted accounting pronouncements will have a material impact on its financial position results of operations or cash flows. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investments | Schedule of Real Estate Investments September 30,2022 (Unaudited) December 31,2022 Commercial building $ 7,026,233 $ - Tenant improvements 736,000 - Construction in progress 676,000 - Land 527,000 - Total real estate investments, at cost 8,965,233 - Less: accumulated depreciation (802,712 ) - Total real estate investments, net $ 8,162,521 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due to Related Parties | As of September 30, 2023 and December 31, 2022, the amounts due to related parties consisted of the following: Schedule of Amounts Due to Related Parties September 30 December 31, Party Nature of relationship 2023 2022 Patrick Liang (“Patrick”) Chief Executive Officer $ 2,399 $ - Hua Guo Officer 38,000 - Xiaohui Deng Member of Legend LP 50,000 - Xingyu Liu Member of Legend LP 100,000 - Glory Investment International Inc. (“Glory”) Entity controlled by Mother of CEO 161,500 - Prime Investment International Inc. (“Prime”) Entity controlled by Mother of CEO 335,435 - University Campus Hotel LP (“University”) Entity controlled by Mother of CEO 191,000 - Speedlight Consulting (“Speedlight”) Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023 66,000 60,000 Amounts due to related parties $ 944,334 $ 60,000 |
Acquisition of Legend (Tables)
Acquisition of Legend (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Fair Values | The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of Assets Acquired and Liabilities Fair Values Allocation Total purchase consideration $ 1,377,000 Fair value of non-controlling interests 1,323,000 Total consideration 2,700,000 Identifiable net assets acquired: Cash $ 3,192 Account receivable 81,779 Prepaid expenses and other 49,959 Real estate investments 7,888,323 Accounts payable and accrued liabilities (104,256 ) Security deposits payable (121,893 ) Unearned revenue (34,125 ) Loans to related parties (658,000 ) Loans, current (3,917,291 ) Net assets acquired 3,187,688 Gain on bargain purchase $ (487,688 ) |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Mar. 24, 2023 USD ($) $ / shares shares | Mar. 24, 2023 USD ($) $ / shares shares | Mar. 23, 2023 ft² shares | Sep. 30, 2023 ft² | Sep. 30, 2023 a | Mar. 24, 2023 ft² | Mar. 24, 2023 a | Mar. 24, 2023 | Mar. 23, 2023 a | Mar. 23, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Area of land | 48,722 | 4.51 | 48,722 | 4.51 | ||||||
Stock issued during period, shares, value issues | $ 2,700,000 | |||||||||
Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Stock issued during period, shares, new issues | shares | 1,967,143 | 1,967,143 | 1,967,143 | |||||||
Stock issued during period, value, purchase of assets | $ 1,377,000 | $ 1,377,000 | ||||||||
Legend LP [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Area of land | 48,722 | 4.51 | ||||||||
Business acquisition interests percentage | 51% | 51% | ||||||||
Sellers Management [Member] | Legend LP [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Business acquisition interests percentage | 15% | |||||||||
Legend LLC [Member] | Asset Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Equity method investment ownership percentage | 77.30% | |||||||||
Legend LLC [Member] | Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued, price per share | $ / shares | $ 0.70 | $ 0.70 | ||||||||
Legend LP [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Equity method investment ownership percentage | 66% | |||||||||
Legend LP [Member] | Mission Marketplace [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Equity method investment ownership percentage | 100% | 100% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,912,844 | $ 1,565,579 |
Schedule of Real Estate Investm
Schedule of Real Estate Investments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Commercial building | $ 7,026,233 | |
Tenant improvements | 736,000 | |
Construction in progress | 676,000 | |
Land | 527,000 | |
Total real estate investments, at cost | 8,965,233 | |
Less: accumulated depreciation | (802,712) | |
Total real estate investments, net | $ 8,162,521 |
Real Estate Investments (Detail
Real Estate Investments (Details Narrative) | Mar. 24, 2023 USD ($) ft² shares | Mar. 24, 2023 USD ($) ft² shares | Mar. 23, 2023 shares | Sep. 30, 2023 ft² | Sep. 30, 2023 a | Mar. 24, 2023 a | Mar. 24, 2023 |
Area of land | 48,722 | 48,722 | 48,722 | 4.51 | 4.51 | ||
Legend LP [Member] | |||||||
Equity method investment ownership percentage | 66% | ||||||
Legend LP [Member] | Mission Marketplace [Member] | |||||||
Equity method investment ownership percentage | 100% | 100% | |||||
Common Stock [Member] | |||||||
Stock issued during period, shares, new issues | shares | 1,967,143 | 1,967,143 | 1,967,143 | ||||
Stock issued during period, value, purchase of assets | $ | $ 1,377,000 | $ 1,377,000 | |||||
Legend LLC [Member] | |||||||
Business acquisition interests percentage | 51% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Net income (loss) | $ 665,605 | $ (3,639) | $ 583,078 | $ 36,458 | |
Net income (loss) | (665,605) | $ 3,639 | (583,078) | $ (36,458) | |
Deferred tax assets | $ 666,061 | $ 666,061 | $ 420,873 |
Schedule of Amounts Due to Rela
Schedule of Amounts Due to Related Parties (Details) - Related Party [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 944,334 | $ 60,000 |
Patrick Liang [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 2,399 | |
Hua Guo [Member] | Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 38,000 | |
Xiaohui Deng [Member] | Legend LP [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 50,000 | |
Xingyu Liu [Member] | Legend LP [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 100,000 | |
Glory Investment International Inc [Member] | Entity Controlled by Mother of CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 161,500 | |
Prime Investment International Inc [Member] | Entity Controlled by Mother of CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 335,435 | |
University Campus Hotel Lp [Member] | Entity Controlled by Mother of CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 191,000 | |
Speedlight Consulting Services Inc [Member] | Entity Controlled by Former Director [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 66,000 | $ 60,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Nov. 17, 2022 USD ($) | Jul. 15, 2022 USD ($) | Jan. 04, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 ft² | Sep. 30, 2023 a | Mar. 24, 2023 ft² | Mar. 24, 2023 a | Mar. 24, 2023 | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction amounts | $ 15,000 | |||||||||||||
Professional fees | $ 20,000 | $ 9,800 | $ 56,400 | $ 29,400 | ||||||||||
Debt instrument, term | 72 months | |||||||||||||
Monthly installment amount | $ 671 | |||||||||||||
Purchasse price | 84,406.12 | |||||||||||||
Loan amount | $ 48,295 | |||||||||||||
Monthly installment amount | 0% | |||||||||||||
Gain on sale of property plant equipment | $ 6,874 | 6,874 | ||||||||||||
Loan amount | 6,036 | 6,036 | ||||||||||||
Property management fee revenue | 45,000 | 77,000 | ||||||||||||
Area of land | 48,722 | 4.51 | 48,722 | 4.51 | ||||||||||
Service charges | 5,000 | |||||||||||||
Additional management service charges | $ 10,000 | |||||||||||||
Service charges | $ 15,000 | |||||||||||||
Legend LP [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership interest perecentage | 51% | |||||||||||||
Mr Liang [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument interest rate | 7.11% | |||||||||||||
Debt instrument, term | 41 months | |||||||||||||
Monthly installment amount | $ 558 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction amounts | 10,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties | 12,515 | $ 4,809 | ||||||||||||
Due from related parties | 348,075 | |||||||||||||
Amount repayment | 140,289 | |||||||||||||
Due to related parties current | 944,334 | 944,334 | $ 60,000 | |||||||||||
Related Party [Member] | Mr Liang [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties current | $ 22,861 | |||||||||||||
Related Party [Member] | Other Current Liabilities [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties current | $ 33 | 33 | ||||||||||||
Related Party [Member] | Three Entities Controlled By Mother Of Ceo [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties | $ 658,000 |
Commercial and SBA Loans (Detai
Commercial and SBA Loans (Details Narrative) - USD ($) | 9 Months Ended | |||||
Jul. 15, 2022 | Jul. 14, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 23, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Debt interest amount | $ 671 | |||||
Proceeds from related party debt | $ 348,075 | |||||
Interest expense and loan fee | 333,283 | |||||
Interest expense paid in cash | 209,289 | |||||
Interest payable | 43,656 | |||||
Legend LP [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Unsecured debt | 386,091 | |||||
Small Business Administration Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument face amount | $ 14,000 | |||||
Debt interest rate | 3.75% | |||||
Debt interest amount | $ 69 | |||||
Long term debt | 12,551 | $ 12,689 | ||||
Existing Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument face amount | 3,531,200 | |||||
Debt interest rate | 3.73% | |||||
The Wall Street Journal Prime Rate [Member] | Legend LP [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from related party debt | 448,000 | |||||
Accrued interest payable to notes | 80,338 | |||||
Prepayments of commercial loan balance | $ 10,412 |
Schedule of Assets Acquired and
Schedule of Assets Acquired and Liabilities Fair Values (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 24, 2023 | Mar. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Gain on bargain purchase | $ (487,688) | |||||
Legend LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase consideration | $ 1,377,000 | $ 1,377,000 | ||||
Fair value of non-controlling interests | 1,323,000 | |||||
Total consideration | 2,700,000 | |||||
Cash | 3,192 | |||||
Account receivable | 81,779 | |||||
Prepaid expenses and other | 49,959 | |||||
Real estate investments | 7,888,323 | |||||
Accounts payable and accrued liabilities | (104,256) | |||||
Security deposits payable | (121,893) | |||||
Unearned revenue | (34,125) | |||||
Loans to related parties | (658,000) | |||||
Loans, current | (3,917,291) | |||||
Net assets acquired | $ 3,187,688 | |||||
Gain on bargain purchase | $ (487,688) |
Acquisition of Legend (Details
Acquisition of Legend (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||||
Mar. 24, 2023 USD ($) ft² shares | Mar. 24, 2023 ft² shares | Mar. 23, 2023 USD ($) ft² shares | Sep. 30, 2023 USD ($) ft² | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2023 a | Mar. 24, 2023 a | Mar. 24, 2023 | Mar. 23, 2023 a | Mar. 23, 2023 | |
Business Acquisition [Line Items] | |||||||||||||
Area of land | 48,722 | 48,722 | 48,722 | 48,722 | 4.51 | 4.51 | |||||||
Net income loss | $ (81,880) | $ (235,813) | |||||||||||
Legend LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Net income loss | $ 269,213 | ||||||||||||
Legend LP [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment ownership percentage | 66% | ||||||||||||
Legend LP [Member] | Mission Marketplace [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment ownership percentage | 100% | 100% | |||||||||||
Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 1,967,143 | 1,967,143 | 1,967,143 | ||||||||||
Legend LP [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition interests percentage | 51% | 51% | |||||||||||
Area of land | 48,722 | 4.51 | |||||||||||
Legend LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition interests percentage | 51% | ||||||||||||
Stock issued during period, value, purchase of assets | $ 1,377,000 | $ 1,377,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Jun. 26, 2023 | Jun. 15, 2023 | Mar. 24, 2023 | Mar. 24, 2023 | Mar. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares issued | 50,389,011 | 45,621,868 | ||||||
Common stock, shares outstanding | 50,389,011 | 45,621,868 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Share-based compensation | $ 536,986 | |||||||
Deferred share-based compensation | $ 1,423,014 | |||||||
2023 Equity Incentive Plan [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share based compensation granted | 2,800,000 | |||||||
Share-based payment award, grants in period value | $ 1,960,000 | |||||||
2023 Equity Incentive Plan [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of new shares issued | 5,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, value issuale | 2,200,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of new shares issued | 1,967,143 | 1,967,143 | 1,967,143 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |||
Jul. 14, 2023 | Dec. 08, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
[custom:RentPayableCurrent-0] | $ 45,294 | $ 83,070 | ||
[custom:RentPayableNoncurrent-0] | 40,000 | |||
Other Expense [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Loss in Period | 30,883 | |||
Puente Hills Business Center II, L.P [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lessee, Operating Lease, Term of Contract | 48 months | |||
Lease Expiration Date | Jan. 14, 2022 | |||
Payments for Rent | $ 100,000 | $ 4,962 | ||
Deposit Assets | $ 13,953 | |||
[custom:RentPayableCurrentAndNoncurrent-0] | 85,294 | |||
[custom:RentPayableCurrent-0] | 45,294 | |||
[custom:RentPayableNoncurrent-0] | $ 40,000 |