Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Registrant Name | MAG MILE CAPITAL, INC. |
Entity Central Index Key | 0001879293 |
Entity Tax Identification Number | 87-1614433 |
Entity Incorporation, State or Country Code | OK |
Entity Address, Address Line One | 1141 W. Randolph St. |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60607 |
City Area Code | (312) |
Local Phone Number | 642-0100 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1141 W. Randolph St. |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60607 |
Contact Personnel Name | Rushi Shah |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | |||
Cash | $ 141,970 | $ 374,091 | |
Accounts receivable | 338,876 | 202,837 | |
Prepaid stock compensation | 185,000 | ||
Loan receivable | 12,500 | 12,500 | |
Total Current Assets | 1,160,896 | 1,071,978 | |
Operating lease right of use asset | 195,510 | ||
Property and equipment, net | 22,446 | 41,872 | $ 67,775 |
Total other assets | 217,956 | 41,872 | |
Total Assets | 1,378,852 | 1,113,850 | |
Current Liabilities: | |||
Accounts payable and accruals | 32,533 | 42,414 | |
Operating lease liability – current portion | 39,184 | ||
Total Current Liabilities | 347,426 | 267,770 | |
Long Term Liabilities: | |||
Operating lease liability – net of current portion | 156,070 | ||
Deferred lease obligation | 2,266 | ||
Long Term Liabilities: | 158,336 | ||
Total Liabilities | 505,762 | 267,770 | |
Stockholders’ Equity (Deficit): | |||
Preferred stock, value | |||
Common stock, $0.00001 par value, 480,000,000 shares authorized; 100,055,935 and 10,133,284 shares issued and outstanding, respectively | 1,000 | 101 | |
Additional paid in capital | 3,173,778 | 388,569 | |
Accumulated deficit | (2,301,688) | 457,410 | |
Total stockholders’ equity | 873,090 | 846,080 | 74,623 |
Members Equity | |||
Total Liabilities and Stockholders’ Equity | 1,378,852 | 1,113,850 | |
Series A Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit): | |||
Preferred stock, value | |||
Related Party [Member] | |||
Current Assets: | |||
Due from related parties | 482,550 | 482,550 | |
Current Liabilities: | |||
Loan payable – related party | 125,709 | 77,649 | |
Nonrelated Party [Member] | |||
Current Liabilities: | |||
Loan payable – related party | $ 150,000 | 147,707 | |
Previously Reported [Member] | |||
Current Assets: | |||
Cash | 374,091 | 104,707 | |
Accounts receivable | 212,323 | 33,868 | |
Due from related parties | 510,468 | 1,184 | |
Loan receivable | 12,500 | 12,500 | |
Total Current Assets | 1,109,382 | 152,259 | |
Property and equipment, net | 41,872 | 67,775 | |
Total other assets | 196,872 | 222,775 | |
Total Assets | 1,306,254 | 375,034 | |
Current Liabilities: | |||
Accounts payable and accruals | 82,131 | 45,994 | |
Loan payable – related party | 147,707 | 149,900 | |
Total Current Liabilities | 229,838 | 195,894 | |
Long Term Liabilities: | |||
Total Liabilities | 229,838 | 195,894 | |
Stockholders’ Equity (Deficit): | |||
Accumulated deficit | 460,110 | (437,166) | |
Members Equity | |||
Members contribution | 616,306 | 616,306 | |
Total Members Equity | 1,076,416 | 179,140 | |
Total Liabilities and Stockholders’ Equity | 1,306,254 | 375,034 | |
Previously Reported [Member] | Related Party [Member] | |||
Current Assets: | |||
Related party loan | $ 155,000 | $ 155,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares designated | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 480,000,000 | 480,000,000 |
Common stock, shares issued | 100,055,935 | 10,133,284 |
Common stock, shares outstanding | 100,055,935 | 10,133,284 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Commission income | $ 376,800 | $ 1,227,880 | $ 1,491,111 | $ 2,562,037 | $ 3,321,837 | $ 1,103,406 |
Commission expense | (103,069) | (497,680) | (459,310) | (917,567) | 1,717,786 | 667,430 |
Commission expense – related party | (35,750) | (226,800) | (533,750) | (495,625) | ||
Gross margin | 237,981 | 503,400 | 498,051 | 1,148,845 | 1,604,051 | 435,976 |
Operating expenses: | ||||||
Stock based compensation | 1,582,072 | |||||
Professional fees | 41,032 | 27,548 | 570,351 | 57,588 | ||
Payroll expense | 132,556 | 71,674 | 280,717 | 212,160 | ||
General and administrative | 144,657 | 110,124 | 815,137 | 306,509 | 680,872 | 635,942 |
Depreciation expense | 25,903 | 25,903 | ||||
Impairment | 33,333 | |||||
Total operating expenses | 318,245 | 209,346 | 3,248,277 | 576,257 | 706,775 | 695,178 |
(Loss) income from operations | (80,264) | 294,054 | (2,750,226) | 572,588 | 897,276 | (259,202) |
Other expense: | ||||||
Interest expense | (3,655) | (8,872) | ||||
Loan forgiveness | 82,335 | |||||
Total other expense | (3,655) | (8,872) | 82,335 | |||
Net (loss) income before income tax | (83,919) | 294,054 | (2,759,098) | 572,588 | ||
Income tax | ||||||
Net (Loss) Income | $ (83,919) | $ 294,054 | $ (2,759,098) | $ 572,588 | $ 897,276 | $ (176,867) |
(Loss) income per share, basic | $ 0 | $ 0.03 | $ (0.04) | $ 0.13 | ||
(Loss) income per share, diluted | $ 0 | $ 0.03 | $ (0.04) | $ 0.13 | ||
Weighted average shares outstanding, basic | 99,818,544 | 10,133,284 | 70,442,017 | 4,309,108 | ||
Weighted average shares outstanding, diluted | 104,818,544 | 10,133,284 | 75,442,017 | 4,309,108 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (2,759,098) | $ 572,588 | $ 897,276 | $ (176,867) |
Adjustments to reconcile net (loss) income to net cash used in Operating activities: | ||||
Impairment | 33,333 | |||
Stock based compensation | 1,582,072 | |||
Common stock issued for services | 1,064,114 | |||
Depreciation expense | 19,425 | 25,903 | 25,903 | |
Operating lease expense | 2,010 | |||
Changes in Operating Assets and Liabilities: | ||||
Accounts receivable | (136,039) | (131,608) | (178,455) | (54,821) |
Related party receivables | (509,283) | (1,184) | ||
Loan receivables | (55,000) | |||
Accounts payable and accruals | (7,588) | 18,137 | 36,137 | 32,054 |
Net cash (used) provided by operating activities | (235,104) | 459,117 | 271,578 | (196,582) |
Cash Flows from Investing Activities: | ||||
Net Cash used in financing activities | ||||
Cash Flows from Financing Activities: | ||||
Loan payable – related party | 48,060 | 77,649 | ||
Distributions to controlling shareholder | (45,077) | (87,490) | ||
Loan payable | (2,193) | 36,695 | ||
Net cash provided (used) by financing activities | 2,983 | (9,841) | (2,193) | 36,695 |
Net change in cash | (232,121) | 449,276 | 269,385 | (159,887) |
Cash, at beginning of period | 374,091 | 104,707 | 104,707 | 264,594 |
Cash, at end of period | 141,970 | 553,983 | 374,091 | 104,707 |
Supplemental Non-Cash Disclosure: | ||||
Cash paid for interest | ||||
Cash paid for taxes | ||||
Non-cash financing activity: | ||||
Establish right of use of asset | 222,344 | |||
Common stock issued for prepaid services | $ 185,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 355,373 | $ (280,751) | $ 74,623 | |
Balance, shares at Dec. 31, 2021 | 133,284 | 1,000 | |||
Contributions to capital | 19,520 | 19,520 | |||
Net Income (loss) | 82,042 | 82,042 | |||
Balance at Mar. 31, 2022 | $ 1 | 374,893 | (198,709) | 176,185 | |
Balance, shares at Mar. 31, 2022 | 133,284 | 1,000 | |||
Balance at Dec. 31, 2021 | $ 1 | 355,373 | (280,751) | 74,623 | |
Balance, shares at Dec. 31, 2021 | 133,284 | 1,000 | |||
Net Income (loss) | 572,588 | ||||
Balance at Sep. 30, 2022 | $ 101 | 382,912 | 291,797 | 674,810 | |
Balance, shares at Sep. 30, 2022 | 10,133,284 | ||||
Balance at Dec. 31, 2021 | $ 1 | 355,373 | (280,751) | 74,623 | |
Balance, shares at Dec. 31, 2021 | 133,284 | 1,000 | |||
Net Income (loss) | 897,276 | ||||
Balance at Dec. 31, 2022 | $ 101 | 388,569 | 457,410 | 846,080 | |
Balance, shares at Dec. 31, 2022 | 10,133,284 | ||||
Balance at Mar. 31, 2022 | $ 1 | 374,893 | (198,709) | 176,185 | |
Balance, shares at Mar. 31, 2022 | 133,284 | 1,000 | |||
Contributions to capital | 4,901 | 4,901 | |||
Net Income (loss) | 196,452 | 196,452 | |||
Preferred stock converted to common | $ 100 | (100) | |||
Preferred shares converted to common, shares | 10,000,000 | (1,000) | |||
Balance at Jun. 30, 2022 | $ 101 | 379,694 | (2,257) | 377,538 | |
Balance, shares at Jun. 30, 2022 | 10,133,284 | ||||
Contributions to capital | 3,218 | 3,218 | |||
Net Income (loss) | 294,054 | 294,054 | |||
Balance at Sep. 30, 2022 | $ 101 | 382,912 | 291,797 | 674,810 | |
Balance, shares at Sep. 30, 2022 | 10,133,284 | ||||
Balance at Dec. 31, 2022 | $ 101 | 388,569 | 457,410 | 846,080 | |
Balance, shares at Dec. 31, 2022 | 10,133,284 | ||||
Net Income (loss) | (1,187,507) | (1,187,507) | |||
Stock issued for services | $ 18 | 894,096 | 894,114 | ||
Stock issued for services, shares | 1,788,227 | ||||
Shares issued for reverse acquisition | $ 874 | (45,952) | (45,078) | ||
Shares issued for reverse acquisition, shares | 87,424,424 | ||||
Balance at Mar. 31, 2023 | $ 993 | 1,236,713 | (730,097) | 507,609 | |
Balance, shares at Mar. 31, 2023 | 99,345,935 | ||||
Balance at Dec. 31, 2022 | $ 101 | 388,569 | 457,410 | 846,080 | |
Balance, shares at Dec. 31, 2022 | 10,133,284 | ||||
Net Income (loss) | (2,759,098) | ||||
Balance at Sep. 30, 2023 | $ 1,000 | 3,173,778 | (2,301,688) | 873,090 | |
Balance, shares at Sep. 30, 2023 | 100,055,935 | ||||
Balance at Mar. 31, 2023 | $ 993 | 1,236,713 | (730,097) | 507,609 | |
Balance, shares at Mar. 31, 2023 | 99,345,935 | ||||
Net Income (loss) | (1,487,672) | (1,487,672) | |||
Stock issued for services | $ 1 | 49,999 | 50,000 | ||
Stock issued for services, shares | 100,000 | ||||
Warrant expense | 1,582,072 | 1,582,072 | |||
Balance at Jun. 30, 2023 | $ 994 | 2,868,784 | (2,217,769) | 652,009 | |
Balance, shares at Jun. 30, 2023 | 99,445,935 | ||||
Net Income (loss) | (83,919) | (83,919) | |||
Stock issued for services | $ 6 | 304,994 | 305,000 | ||
Stock issued for services, shares | 610,000 | ||||
Balance at Sep. 30, 2023 | $ 1,000 | $ 3,173,778 | $ (2,301,688) | $ 873,090 | |
Balance, shares at Sep. 30, 2023 | 100,055,935 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Mag Mile Capital, Inc. (“Mag Mile”, or the “Company”) is an Oklahoma corporation formed on July 8, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 495,000 10,000,000 98.7 10,000,000 The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director. On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88 % of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares. The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC. On May 15, 2023, the Company filed with the Oklahoma Secretary of State an amendment to the Certificate of Incorporation to change the Company’s name to Mag Mile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, the name change to Mag Mile Capital, Inc. and symbol change to MMCP became effective on OTC Markets. Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry. | NOTE 1. DESCRIPTION OF BUSINESS NATURE OF OPERATIONS CSF Capital, LLC. (the “Company”) was registered in the state of Illinois, on December 13, 2016. The business purpose of the Company is to advise and broker on debt and equity transactions for commercial real estate owners. The Company’s registered office is located at 1141 W. Randolph Street, Floor 2, Chicago, IL 60607. The Company’s founder and director is Rushi Shah. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2022, and the Form 8-K filed on March 31, 2023. The Company had elected to change its fiscal year end from July 31 to December 31. Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters 5,000,000 and 0 potentially dilutive shares of common stock from warrants, respectively. Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers Cost of Revenue Cost of revenues includes commission expense paid during the period. Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments.” The ASU, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The Company has adopted the ASU for its fiscal year ending December 31, 2023, and has elected to fair value any financial assets held. As of September 30, 2023 and December 31, 2022, there are no assets that are within the scope of ASC 326. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal year The Company has selected December 31 as its fiscal year end. Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of these financial statements in conformity with United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. Intangible Assets The Company accounts for intangible assets under ASC 350-30, Intangibles – Goodwill and Other Income taxes The Company was treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits being passed through to its members. As such, no recognition of federal or state income taxes for the Company has been provided for the years ended December 31, 2021 and 2020. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities. Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers Cost of Revenue Cost of revenues includes commission expense paid during the years. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3 — inputs to the valuation methodology are unobservable. Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, and prepaid expenses, short-term borrowings, accounts payable, due to related parties, and other payables and other current liabilities, approximate the fair value of the respective assets and liabilities as of December 31, 2021 based upon the short-term nature of the assets and liabilities. Income Taxes The Company has adopted ASC Topic 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Leasehold Improvement $ 32,125 $ 32,125 Computer 11,770 11,770 Equipment 147,409 147,409 Total 191,304 191,304 Less: accumulated depreciation and amortization (168,858 ) (149,432 ) Total property and equipment, net $ 22,446 $ 41,872 Depreciation expense for the nine months ended September 30, 2023, and 2022, was $ 19,425 and $ 0 , respectively. | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Leasehold Improvement $ 32,125 $ 32,125 Computer 11,770 11,770 Equipment 147,409 147,409 Total 191,304 191,304 Less: accumulated depreciation and amortization (149,432 ) (123,529 ) Total property and equipment, net $ 41,872 $ 67,775 Depreciation expense amounted to $ 25,903 and $ 25,903 for the years ended December 31, 2022, and 2021, respectively. Also, during the year 2021, the company recognise 33,333 on goodwill. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Due from related parties consists of receivables of $ 416,750 and $ 416,750 , from Mag Mile Capital LLC as of September 30, 2023 and December 31, 2022, respectively, and amounts due from companies related to the CEO of $ 65,800 and $ 65,800 , respectively. During the nine months ended September 30, 2023, Reddington Partners LLC, a majority shareholder, advanced the Company $ 23,256 85,709 62,453 40,000 40,000 The Company has an office lease dated January 1, 2023, with a term of five years 1,625 4,062 3 Per the terms of Mr. Shah’s employment agreement, he received between 50 75 533,750 495,625 35,750 226,800 55 | NOTE 5. DUE FROM RELATED PARTY RELATED PARTY TRANSACTIONS Due from related party consist of Receivables of $ 416,750 0 89,706 1,184 4,012 |
RELATED PARTY LOAN
RELATED PARTY LOAN | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Loan | |
RELATED PARTY LOAN | NOTE 6. RELATED PARTY LOAN This is a noninterest bearing loan, due on demand to Revir capital LLC and Rushi Shah. As of December 31, 2022, and 2021, the Company has related party loan balance of $ 155,000 155,000 |
MEMBERS CONTRIBUTION
MEMBERS CONTRIBUTION | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
MEMBERS CONTRIBUTION | NOTE 7. MEMBERS CONTRIBUTION Members contribution consists of capital contribution from from |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist. | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC 855-10 the Company has analyzed its operations subsequent to December 31, 2022, and to the date these financial statements were issued, and has determined that it does not have any subsequent event to disclose in these financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN These unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30 2023, the Company has not yet achieved profitable operations. For the nine months ended September 30, 2023, we had a net loss of $ 2,759,098 1,582,072 235,104 The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. We expect to use the exercise of warrants to meet our needs for growth for more than twelve months from the date of issuance of these financial statements. |
LOAN PAYABLE
LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 5 – LOAN PAYABLE On May 27, 2020, the Company received a $ 150,000 3.75 thirty years 731 150,000 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 – COMMON STOCK The Company has authorized 480,000,000 shares of common stock, par value $ 0.00001 . Effective February 24, 2022, the Company effectuated a 1 for 10,000 reverse stock split . All share numbers throughout these financial statements have been retroactively restated. On March 28, 2023, the Company issued 894,113 shares of common stock for services. The shares were valued at $ 0.50 , for total non-cash expense of $ 447,057 . The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations for the periods presented. On March 28, 2023, the Company issued another 894,113 shares of common stock for services. The shares were valued at $ 0.50 , for total non-cash expense of $ 447,057 . The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations for the periods presented. On June 9, 2023, the Company issued 100,000 shares of common stock for services. The shares were valued at $ 0.50 , for total non-cash expense of $ 50,000 . On July 17, 2023, the Company issued 240,000 shares of common stock for services. The shares were valued at $ 0.50 , for total non-cash expense of $ 220,000 . On August 17, 2023, the Company granted 370,000 shares of common stock for investor relation services to be provided in 2024. The shares were valued at $ 0.50 , for total non-cash prepaid expense of $ 185,000 . As the Company’s common stock is not trading and there have been no current sales of common stock for cash management used the price of warrants recently issued ($ 0.50 ) for valuing the shares issued for services. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK The Company has authorized 20,000,000 shares of preferred stock, par value $ 0.00001 . The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series. Of the authorized preferred stock 1,000 shares have been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into 10,000 shares of common stock and has 100,000 voting rights per share. On June 8, 2022, the Reddington Partners LLC converted the Series A Preferred Shares into 10,000,000 common shares. |
OPERATING LEASE
OPERATING LEASE | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease | |
OPERATING LEASE | NOTE 9 – OPERATING LEASE The Company has an office lease dated January 1, 2023, with a term of five years 1,625 4,062 3 SCHEDULE OF OPERATING LEASE Balance Sheet Classification September 30, 2023 Asset Operating lease asset Right of use asset $ 195,510 Total lease asset $ 195,510 Liability Operating lease liability – current portion Current operating lease liability $ 39,184 Operating lease liability – noncurrent portion Long-term operating lease liability 156,070 Total lease liability $ 195,254 Lease obligations at September 30, 2023 consisted of the following: SCHEDULE OF LEASE OBLIGATIONS For the year ended December 31: 2023 $ 12,186 2024 49,598 2025 51,720 2026 53,280 2027 54,876 Total payments 221,660 Amount representing interest (26,406 ) Lease obligation, net 195,254 Less current portion (39,184 ) Lease obligation – long term $ 156,070 Lease expense for the nine months ended September 30, 2023, was $ 38,569 . |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
WARRANTS | NOTE 10 – WARRANTS On April 4, 2023, the Company issued warrants to GK Partners ApS to purchase up to 5,000,000 0.50 December 31, 2024 1,582,072 The assumptions used to determine the fair value of the Warrants as follows: SCHEDULE OF FAIR VALUE OF THE WARRANTS Expected life (years) 1.75 Risk-free interest rate 3.84 % Expected volatility 132.96 % Dividend yield 0 % SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Intrinsic Value Outstanding, December 31, 2022 — — — - Issued 5,000,000 $ 0.50 1.75 - Cancelled — $ — — - Exercised — $ — — - Outstanding, September 30, 2023 5,000,000 $ 0.50 1.25 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Fiscal year | Fiscal year The Company has selected December 31 as its fiscal year end. | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2022, and the Form 8-K filed on March 31, 2023. The Company had elected to change its fiscal year end from July 31 to December 31. | Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Use of estimates | Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. | Use of Estimates The preparation of these financial statements in conformity with United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no | Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. | |
Intangible Assets | Intangible Assets The Company accounts for intangible assets under ASC 350-30, Intangibles – Goodwill and Other | |
Income taxes | Income taxes The Company was treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits being passed through to its members. As such, no recognition of federal or state income taxes for the Company has been provided for the years ended December 31, 2021 and 2020. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities. | |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers |
Cost of Revenue | Cost of Revenue Cost of revenues includes commission expense paid during the period. | Cost of Revenue Cost of revenues includes commission expense paid during the years. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3 — inputs to the valuation methodology are unobservable. Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, and prepaid expenses, short-term borrowings, accounts payable, due to related parties, and other payables and other current liabilities, approximate the fair value of the respective assets and liabilities as of December 31, 2021 based upon the short-term nature of the assets and liabilities. | |
Income Taxes | Income Taxes The Company has adopted ASC Topic 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments.” The ASU, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The Company has adopted the ASU for its fiscal year ending December 31, 2023, and has elected to fair value any financial assets held. As of September 30, 2023 and December 31, 2022, there are no assets that are within the scope of ASC 326. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters 5,000,000 and 0 potentially dilutive shares of common stock from warrants, respectively. | |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Leasehold Improvement $ 32,125 $ 32,125 Computer 11,770 11,770 Equipment 147,409 147,409 Total 191,304 191,304 Less: accumulated depreciation and amortization (168,858 ) (149,432 ) Total property and equipment, net $ 22,446 $ 41,872 | Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Leasehold Improvement $ 32,125 $ 32,125 Computer 11,770 11,770 Equipment 147,409 147,409 Total 191,304 191,304 Less: accumulated depreciation and amortization (149,432 ) (123,529 ) Total property and equipment, net $ 41,872 $ 67,775 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease | |
SCHEDULE OF OPERATING LEASE | SCHEDULE OF OPERATING LEASE Balance Sheet Classification September 30, 2023 Asset Operating lease asset Right of use asset $ 195,510 Total lease asset $ 195,510 Liability Operating lease liability – current portion Current operating lease liability $ 39,184 Operating lease liability – noncurrent portion Long-term operating lease liability 156,070 Total lease liability $ 195,254 |
SCHEDULE OF LEASE OBLIGATIONS | Lease obligations at September 30, 2023 consisted of the following: SCHEDULE OF LEASE OBLIGATIONS For the year ended December 31: 2023 $ 12,186 2024 49,598 2025 51,720 2026 53,280 2027 54,876 Total payments 221,660 Amount representing interest (26,406 ) Lease obligation, net 195,254 Less current portion (39,184 ) Lease obligation – long term $ 156,070 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
SCHEDULE OF FAIR VALUE OF THE WARRANTS | The assumptions used to determine the fair value of the Warrants as follows: SCHEDULE OF FAIR VALUE OF THE WARRANTS Expected life (years) 1.75 Risk-free interest rate 3.84 % Expected volatility 132.96 % Dividend yield 0 % |
SCHEDULE OF WARRANT ACTIVITY | SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Intrinsic Value Outstanding, December 31, 2022 — — — - Issued 5,000,000 $ 0.50 1.75 - Cancelled — $ — — - Exercised — $ — — - Outstanding, September 30, 2023 5,000,000 $ 0.50 1.25 $ — |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 191,304 | $ 191,304 | $ 191,304 |
Less: accumulated depreciation and amortization | (168,858) | (149,432) | (123,529) |
Total property and equipment, net | 22,446 | 41,872 | 67,775 |
Leaseholds and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 32,125 | 32,125 | 32,125 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 11,770 | 11,770 | 11,770 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 147,409 | $ 147,409 | $ 147,409 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 19,425 | $ 25,903 | $ 25,903 | |
Asset Impairment Charges | $ 33,333 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2023 ft² | |
Related Party Transaction [Line Items] | |||||||
General operating expenses | $ 48,060 | $ 77,649 | |||||
Operating lease term | 5 years | ||||||
Area of land | ft² | 1,625 | ||||||
Payments for rent | $ 4,062 | ||||||
Annual rate adjustment | 3% | 3% | |||||
Mr. Shah [Member] | Employment Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Commissions earned | $ 35,750 | $ 226,800 | $ 533,750 | $ 495,625 | |||
Mr. Shah [Member] | Employment Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue percentage | 50% | 50% | |||||
Commission percentage | 55% | 55% | |||||
Mr. Shah [Member] | Employment Agreement [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue percentage | 75% | 75% | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 482,550 | $ 482,550 | $ 482,550 | ||||
Related Party [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 65,800 | 65,800 | 65,800 | ||||
Mag Mile Capital LLC [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 416,750 | 416,750 | 416,750 | $ 0 | |||
Payments for personal expenses | 89,706 | $ 1,184 | |||||
Loan payable | 40,000 | 40,000 | 40,000 | ||||
Revir Capital L L C [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for personal expenses | 4,012 | ||||||
Reddington Partners L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General operating expenses | 23,256 | ||||||
Reddington Partners L L C [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Advance to related party | $ 85,709 | $ 85,709 | $ 62,453 |
RELATED PARTY LOAN (Details Nar
RELATED PARTY LOAN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Loan | ||
Related party loan | $ 155,000 | $ 155,000 |
MEMBERS CONTRIBUTION (Details N
MEMBERS CONTRIBUTION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 30, 2023 | May 11, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 08, 2022 | |
Class of Stock [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | |||||
Dilutive shares of common stock | 5,000,000 | 0 | |||||
Reddington Partners L L C [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ownership percentage | 98.70% | ||||||
Mag Mile Capital [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ownership percentage | 88% | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of preferred shares converted | 10,000,000 | ||||||
Stock issued during period shares acquisitions | 87,424,424 | ||||||
Mag Mile Capital [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period shares acquisitions | 87,424,424 | ||||||
Stock Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Consideration received on transaction | $ 495,000 | ||||||
G Reed Petersen Irrevocable Trust [Member] | Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of issued and outstanding shares | 1,000 | ||||||
Reddington Partners L L C [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of preferred shares converted | 10,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net loss | $ 83,919 | $ 1,487,672 | $ 1,187,507 | $ (294,054) | $ (196,452) | $ (82,042) | $ 2,759,098 | $ (572,588) | $ (897,276) | $ 176,867 |
Stock based compensation | 1,582,072 | |||||||||
Net cash (used) provided by operating activities | $ 235,104 | $ (459,117) | $ (271,578) | $ 196,582 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) | May 27, 2020 USD ($) |
Debt Disclosure [Abstract] | |
Debt instrument principal amount | $ 150,000 |
Debt instrument interest percentage | 3.75% |
Debt instrument term | 30 years |
Debt instrument principal and interest | $ 731 |
Debt instrument interest and remaining balance | $ 150,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Aug. 17, 2023 | Jul. 17, 2023 | Jun. 09, 2023 | Mar. 28, 2023 | Feb. 24, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 480,000,000 | 480,000,000 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Common stock, reserve stock split | 1 for 10,000 reverse stock split | ||||||||
Non cash expense | $ 305,000 | $ 50,000 | $ 894,114 | ||||||
Common Stock One [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services | 894,113 | ||||||||
Share issued price per share | $ 0.50 | ||||||||
Non cash expense | $ 447,057 | ||||||||
Common Stock Two [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services | 894,113 | ||||||||
Share issued price per share | $ 0.50 | ||||||||
Non cash expense | $ 447,057 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services | 370,000 | 240,000 | 100,000 | 610,000 | 100,000 | 1,788,227 | |||
Share issued price per share | $ 0.50 | $ 0.50 | $ 0.50 | ||||||
Non cash expense | $ 185,000 | $ 220,000 | $ 50,000 | $ 6 | $ 1 | $ 18 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 9 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Jun. 08, 2022 | May 11, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares designated | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of preferred stock convertible | 10,000,000 | |||
Reddington Partners L L C [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of preferred stock convertible | 10,000,000 | |||
Series A Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares designated | 1,000 | |||
Number of shares converted into common shares | 10,000 | |||
Voting rights per share | 100,000 |
SCHEDULE OF OPERATING LEASE (De
SCHEDULE OF OPERATING LEASE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease | ||
Operating lease asset | $ 195,510 | |
Total lease asset | 195,510 | |
Operating lease liability – current portion | 39,184 | |
Operating lease liability – noncurrent portion | 156,070 | |
Total lease liability | $ 195,254 |
SCHEDULE OF LEASE OBLIGATIONS (
SCHEDULE OF LEASE OBLIGATIONS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease | ||
2023 | $ 12,186 | |
2024 | 49,598 | |
2025 | 51,720 | |
2026 | 53,280 | |
2027 | 54,876 | |
Total payments | 221,660 | |
Amount representing interest | (26,406) | |
Total lease liability | 195,254 | |
Less current portion | (39,184) | |
Lease obligation – long term | $ 156,070 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Jan. 01, 2023 ft² | |
Operating Lease | ||
Operating lease term | 5 years | |
Area of land | ft² | 1,625 | |
Payments for rent | $ 4,062 | |
Annual rate adjustment | 3% | |
Operating lease expense | $ 38,569 |
SCHEDULE OF FAIR VALUE OF THE W
SCHEDULE OF FAIR VALUE OF THE WARRANTS (Details) | Sep. 30, 2023 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Term | 1 year 9 months |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3.84 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 132.96 |
Measurement Input, Expected Dividend Payment [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Warrants | |
Number of Warrants, Outstanding, Balance | shares | |
Weighted Average Exercise Price, Outstanding, Balance | $ / shares | |
Aggregate Intrinsic Value, Outstanding | $ | |
Number of Warrants, Granted | shares | 5,000,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.50 |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 9 months |
Number of Warrants, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Outstanding, Balance | shares | 5,000,000 |
Weighted Average Exercise Price, Outstanding, Balance | $ / shares | $ 0.50 |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 3 months |
Aggregate Intrinsic Value, Outstanding | $ |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Apr. 04, 2023 | |
Warrants maturity date | Dec. 31, 2024 | |
Fair value of warrants | $ 1,582,072 | |
Warrant [Member] | ||
Warrants price per share | $ 0.50 | |
GK Partners ApS [Member] | Warrant [Member] | ||
Class of warrant or right outstanding | 5,000,000 |