Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-30695 | |
Entity Registrant Name | ARVANA INC. | |
Entity Central Index Key | 0001113313 | |
Entity Tax Identification Number | 87-0618509 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 299 Main Street | |
Entity Address, Address Line Two | 13th Floor | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84111 | |
City Area Code | (801) | |
Local Phone Number | 232-7395 | |
Title of 12(g) Security | Common Stock, $0.001 par value | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 10,550,590 | |
Entity Common Stock, Shares Outstanding | 35,948,518 | |
Auditor Name | DAVIDSON & COMPANY LLP | |
Auditor Location | Canada | |
Auditor Firm ID | 731 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 142,365 | $ 3,340 |
Total assets | 142,365 | 3,340 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 29,770 | 54,931 |
Loans payable stockholders (Note 5) | 0 | 15,500 |
Amounts due to related parties (Note 6) | 8,100 | 34,494 |
Total current liabilities | 37,870 | 104,925 |
Total liabilities | 37,870 | 104,925 |
Common stock, $.001 par value, 500,000,000 shares authorized, 35,948,518 and 34,148,518 issued and outstanding at December 31, 2022, and December 31, 2021, respectively | 35,949 | 34,149 |
Additional paid-in capital | 36,312,250 | 35,956,574 |
Accumulated deficit | (36,240,368) | (36,088,972) |
Total stockholders' equity (deficit) before treasury stock | 107,831 | (98,249) |
Less treasury stock – 2,085 common shares at December 31, 2022 and December 31, 2021, respectively | (3,336) | (3,336) |
Total stockholder equity (deficit) | 104,495 | (101,585) |
Total liabilities and stockholders' equity (deficit) | $ 142,365 | $ 3,340 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 35,948,518 | 34,148,518 |
Common Stock, Shares, Outstanding | 35,948,518 | 34,148,518 |
Treasury stock | 2,085 | 2,085 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | ||
General and administrative | $ 70,432 | $ 15,608 |
Stock-based compensation | 29,713 | 0 |
Professional fees | 65,686 | 87,096 |
Total operating expenses | 165,831 | 102,704 |
Loss from operations | (165,831) | (102,704) |
Other income (expense): | ||
Interest income | 22 | 0 |
Interest expense | (587) | (19,207) |
Foreign exchange gain | 0 | 6,708 |
Loss on debt settlement (Note 4) | 0 | (12,460,079) |
Other income (Note 7) | 15,000 | 458,833 |
Total other income (expense) | 14,435 | (12,013,744) |
Net loss and comprehensive loss | $ (151,396) | $ (12,116,448) |
Per common share information – basic and diluted | ||
Weighted average shares outstanding – basic | 34,603,463 | 17,188,600 |
Net loss per common share – basic | $ 0 | $ (0.68) |
Weighted average shares outstanding – diluted | 34,603,463 | 17,188,600 |
Net loss per common share – diluted | $ 0 | $ (0.68) |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stocks [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 4,611 | $ 21,920,189 | $ (23,972,524) | $ (3,336) | $ (2,051,060) |
Balance at beginning, shares at Dec. 31, 2020 | 4,610,670 | (2,085) | |||
Debt settlement | $ 29,538 | 14,036,385 | 14,065,923 | ||
Debt settlement, shares | 29,537,848 | ||||
Net loss | (12,116,448) | (12,116,448) | |||
Ending balance, value at Dec. 31, 2021 | $ 34,149 | 35,956,574 | (36,088,972) | $ (3,336) | (101,585) |
Balance at ending, shares at Dec. 31, 2021 | 34,148,518 | (2,085) | |||
Issuance of common stock | $ 1,600 | 318,400 | 320,000 | ||
Issuance of common stock, shares | 1,600,000 | ||||
Share issuance costs | (32,237) | (32,237) | |||
Conversion of related party debt to equity | $ 200 | 39,800 | 40,000 | ||
Conversion of related party debt to equity, shares | 200,000 | ||||
Share based compensation | 29,713 | 29,713 | |||
Net loss | (151,396) | (151,396) | |||
Ending balance, value at Dec. 31, 2022 | $ 35,949 | $ 36,312,250 | $ (36,240,368) | $ (3,336) | $ 104,495 |
Balance at ending, shares at Dec. 31, 2022 | 35,948,518 | (2,085) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (151,396) | $ (12,116,448) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Interest expense | 587 | 19,207 |
Foreign Exchange Loss | 0 | (21,852) |
Loss on debt settlement | 0 | 12,460,079 |
Other income | (15,000) | (458,833) |
Share based compensation | 29,713 | 0 |
Increase (decrease) in: | ||
Accounts payable | (2,061) | 43,787 |
Related party payables | 5,506 | 40,481 |
Net cash used in operating activities | (132,651) | (33,579) |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Share capital | 320,000 | 0 |
Proceeds of loans payable | 0 | 31,925 |
Payments on loans payable | (15,500) | 0 |
Interest paid | (587) | 0 |
Share issuance costs | (32,237) | 0 |
Net cash provided by financing activities | 271,676 | 31,925 |
Net increase (decrease) in cash | 139,025 | (1,654) |
Cash and cash equivalents, beginning of year | 3,340 | 4,994 |
Cash and cash equivalents, end of year | 142,365 | 3,340 |
Supplemental disclosures of cash flow information: | ||
Debt forgiveness included in amounts due to related parties, accounts payable and accrued liabilities | 15,000 | 458,833 |
Non-cash investing and financing activities - | ||
Conversion of related party debt to equity | $ 40,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. The Company signed a non-binding term sheet intent on acquiring a multi-media platform on May 21, 2021. The term sheet required that the owner of the acquisition target secure voting control of the Company as a pre-condition to facilitating a transaction. On October 26, 2021, the Company signed a rescission agreement and mutual release with the owner of the intended acquisition that included a return of voting control, as the parties were unable to agree on the structure of the prospective transaction. Basis of Presentation The Company’s fiscal year end is December 31. The accompanying financial statements of the Company for the years ended December 31, 2022, and 2021, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-K and Regulation S-K. Results are not necessarily indicative of results which may be achieved in future periods. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Stock split After the reported balance sheet date and before the release of these financial statements, the Company’s stockholders approved a forward stock split of the Company’s shares on a 3-for-1 basis to be made effective on March 31, 2023, The intended corporate action was not made effective on the anticipated date and remains subject to regulatory review by the Financial Industry Regulatory Authority (FINRA) at the time of filing this Annual Report. The forward-split is anticipated to be effective April 19, 2023. Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts payable to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair value of our financial instruments as of December 31, 2022, and December 31, 2021, are as follows: Estimated fair values December 31, 2022 December 31, 2021 Carrying Carrying Amount Fair Value Amount Fair Value Cash $ 142,365 $ 142,365 $ 3,340 $ 3,340 Accounts Payable and Accrued Liabilities 29,770 29,770 54,391 54,931 Loans payable stockholders — — 15,500 15,500 Amounts payable to related parties $ 8,100 $ 8,100 $ 34,494 $ 34,494 The following table presents information about the assets that are measured at fair value on a recurring basis as of December 31, 2022, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Fair Value, Assets Measured on Recurring Basis Quoted Significant Price Other Significant In active Observable Unobservable December Markets Inputs Inputs 31, 2022 (Level 1) (Level 2) (Level 3) Cash $ 142,365 $ 142,365 $ — $ — The fair value of cash is determined through market, observable, and corroborated sources. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank account. Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date. Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 2,650,000 0 Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern For the year ended December 31, 2022, the Company recognized a net loss of $ 151,396 36,240,368 104,495 Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these financial statements on a going concern basis is inappropriate, in which case our assets and liabilities would need to be recognized at their liquidation values. The Company’s financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock Options | Note 3 – Stock Options The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan, option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options which requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. On October 15, 2022, the Company granted stock options to the following executive officers: Schedule of granted stock options Stock Options Exercise Price Vesting Period Services Classification 50,000 $ 0.26 5 Board Non-statutory 50,000 $ 0.26 5 Board Incentive 500,000 $ 0.26 2 Employment Incentive 50,000 $ 0.26 5 Board Non-statutory On October 25, 2022, the Company granted stock options to the following consultants: Schedule of granted stock options Stock Options Exercise Price Vesting Period Services Classification 1,000,000 $ 0.28 3 Consultant Non-statutory 1,000,000 $ 0.28 3 Consultant Non-statutory Based on a Black-Scholes valuation model, these options were valued at $ 29,713 2 5 226 3.00 0 As of December 31, 2022, and 2021, the weighted average fair value per option grant was $ 0.26 0 At December 31, 2022, 3,500,000 850,000 A summary of the status of the Company's stock options at December 31, 2022, and 2021, and changes during the years then ended is presented below: Schedule of stock options Options (Shares) Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 — $ — $ — Granted — — — Exercised — — — Forfeited — — — Outstanding at December 31, 2021 — $ — $ — Granted 2,650,000 0.28 — Exercised — — — Forfeited — — — Outstanding at December 31, 2022 2,650,000 $ 0.28 $ — Exercisable at December 31, 2022 — $ — $ — Information about the Company’s outstanding and exercisable stock options at December 31, 2022 is as follows: Schedule of outstanding and exercisable stock options Exercise Price Stock Options Outstanding Exercisable Stock Options Remaining Contractual Life Aggregate Intrinsic Value $ 0.26 650,000 — 1.3 $ — $ 0.28 2,000,000 — 6.0 $ — $ 0.26 0.28 2,650,000 — 4.81 $ — |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Note 4 – Common Stock During the year ended December 31, 2022, Company issued 1,600,000 0.20 320,000 32,237 During the year ended December 31, 2022, the Company issued 200,000 0.20 40,000 During the year ended December 31, 2021, the Company issued 29,537,848 0.48 14,065,923 752,944 107,800 390,267 130,947 74,762 149,124 12,460,079 |
Loans Payable Stockholders
Loans Payable Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable Stockholders | |
Loans Payable Stockholders | Note 5 – Loans Payable Stockholders At December 31, 2022 and 2021, a loan payable to one of the Company’s stockholders was $nil 0 15,500 587 During the year ended December 31, 2021, the Company settled $ 6,740 5,920 26,507 During the year ended December 31, 2021, the Company settled $ 178,526 474,220 343,233 24,402,624 |
Related Party Transactions and
Related Party Transactions and Loans Payable to Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Loans Payable to Stockholders | Note 6 - Related Party Transactions and Loans Payable to Stockholders At December 31, 2022 and 2021, a company controlled by the Company’s chief executive officer was owed $ 7,500 34,494 During the years ended December 31, 2022, and 2021, the Company incurred advisory fees to a company controlled by its chief executive officer of $ 20,369 64,482 Effective September 1, 2022, the Company signed an employment agreement with its chief executive officer for $ 90,000 120,000 7,500 At December 31, 2022, the Company accrued $ 600 At December 31, 2022 and 2021, a company controlled by a stockholder had advanced $nil 0 15,500 5 During the year ended December 31, 2022, $ 40,000 200,000 40,000 During the years ended December 31, 2022, and 2021, the Company recorded stock-based compensation of $ 11,795 0 During the year ended December 31, 2021, $ 60,000 1,500,000 712,800 652,800 During the year ended December 31, 2021, $ 130,947 89,124 436,492 207,421 12,650 |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income | |
Other Income | Note 7 – Other Income During the year ended December 31, 2022, the Company recognized other income in the amount of $ 15,000 During the year ended December 31, 2021, the Company recognized other income in the amount of $ 458,833 206,302 163,586 88,945 |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Loans | |
Convertible Loans | Note 8 – Convertible Loans As of December 31, 2022, and 2021, the Company had no On July 23, 2021, the Company settled a total of $ 146,712 107,800 38,912 359,333 172,480 25,768 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes Income tax benefits attributable to losses from operations in the United States of America was $nil for the years ended December 31, 2022, and 2021, and differed from the amounts computed by applying the United States of America combined federal and state tax rate of 24.91 Schedule of income tax expense benefit 2022 2021 Loss for the year before income taxes $ (151,396 ) $ 12,116,448 Computed expected tax benefit (37,714 ) (3,018,268 ) Non-deductible expenses 3,737 3,102,197 True-up of prior-year provision to statutory tax returns (4,938 ) 23,150 Change in valuation allowance 38,915 (107,079 ) Income tax expense — — Deferred tax assets that have not been recognized are as follows: Schedule of deferred tax assets Start-up costs $ 235,321 $ 196,402 Valuation allowance (235,321 ) (196,402 ) Deferred tax assets (liabilities) $ — $ — A full valuation allowance has been provided as the Company has a history of losses as evidenced by its accumulated deficit. At December 31, 2022, and December 31, 2021, the Company had net operating loss carry forwards of $ 939,825 788,429 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated its December 31, 2022, financial statements for subsequent events through the date the financial statements were issued and is aware of the following subsequent events which would require recognition or disclosure in the financial statements as provided below: On February 22, 2023, stockholders approved a forward stock split of the Company’s shares on a 3-for-1 basis. The stock split was to be effective on March 31, 2023. The intended corporate action was not made effective on the anticipated date and remains subject to regulatory review by the Financial Industry Regulatory Authority (FINRA) at the time of filing this Annual Report. The forward-split is anticipated to be effective April 19, 2023. On February 22, 2023, stockholders approved the 2022 Incentive Stock Plan. On February 3, 2023, the Company completed the acquisition of Down2Fish Charters, LLC for seven hundred and fifty thousand dollars ($ 750,000 750,000 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. The Company signed a non-binding term sheet intent on acquiring a multi-media platform on May 21, 2021. The term sheet required that the owner of the acquisition target secure voting control of the Company as a pre-condition to facilitating a transaction. On October 26, 2021, the Company signed a rescission agreement and mutual release with the owner of the intended acquisition that included a return of voting control, as the parties were unable to agree on the structure of the prospective transaction. |
Basis of Presentation | Basis of Presentation The Company’s fiscal year end is December 31. The accompanying financial statements of the Company for the years ended December 31, 2022, and 2021, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-K and Regulation S-K. Results are not necessarily indicative of results which may be achieved in future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. |
Stock split | Stock split After the reported balance sheet date and before the release of these financial statements, the Company’s stockholders approved a forward stock split of the Company’s shares on a 3-for-1 basis to be made effective on March 31, 2023, The intended corporate action was not made effective on the anticipated date and remains subject to regulatory review by the Financial Industry Regulatory Authority (FINRA) at the time of filing this Annual Report. The forward-split is anticipated to be effective April 19, 2023. |
Financial Instruments | Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts payable to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair value of our financial instruments as of December 31, 2022, and December 31, 2021, are as follows: Estimated fair values December 31, 2022 December 31, 2021 Carrying Carrying Amount Fair Value Amount Fair Value Cash $ 142,365 $ 142,365 $ 3,340 $ 3,340 Accounts Payable and Accrued Liabilities 29,770 29,770 54,391 54,931 Loans payable stockholders — — 15,500 15,500 Amounts payable to related parties $ 8,100 $ 8,100 $ 34,494 $ 34,494 The following table presents information about the assets that are measured at fair value on a recurring basis as of December 31, 2022, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Fair Value, Assets Measured on Recurring Basis Quoted Significant Price Other Significant In active Observable Unobservable December Markets Inputs Inputs 31, 2022 (Level 1) (Level 2) (Level 3) Cash $ 142,365 $ 142,365 $ — $ — The fair value of cash is determined through market, observable, and corroborated sources. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank account. |
Income taxes | Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock-based compensation | Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 2,650,000 0 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated fair values | Estimated fair values December 31, 2022 December 31, 2021 Carrying Carrying Amount Fair Value Amount Fair Value Cash $ 142,365 $ 142,365 $ 3,340 $ 3,340 Accounts Payable and Accrued Liabilities 29,770 29,770 54,391 54,931 Loans payable stockholders — — 15,500 15,500 Amounts payable to related parties $ 8,100 $ 8,100 $ 34,494 $ 34,494 |
Fair Value, Assets Measured on Recurring Basis | Fair Value, Assets Measured on Recurring Basis Quoted Significant Price Other Significant In active Observable Unobservable December Markets Inputs Inputs 31, 2022 (Level 1) (Level 2) (Level 3) Cash $ 142,365 $ 142,365 $ — $ — |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of stock options | Schedule of stock options Options (Shares) Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 — $ — $ — Granted — — — Exercised — — — Forfeited — — — Outstanding at December 31, 2021 — $ — $ — Granted 2,650,000 0.28 — Exercised — — — Forfeited — — — Outstanding at December 31, 2022 2,650,000 $ 0.28 $ — Exercisable at December 31, 2022 — $ — $ — |
Schedule of outstanding and exercisable stock options | Schedule of outstanding and exercisable stock options Exercise Price Stock Options Outstanding Exercisable Stock Options Remaining Contractual Life Aggregate Intrinsic Value $ 0.26 650,000 — 1.3 $ — $ 0.28 2,000,000 — 6.0 $ — $ 0.26 0.28 2,650,000 — 4.81 $ — |
Executive Officer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of granted stock options | Schedule of granted stock options Stock Options Exercise Price Vesting Period Services Classification 50,000 $ 0.26 5 Board Non-statutory 50,000 $ 0.26 5 Board Incentive 500,000 $ 0.26 2 Employment Incentive 50,000 $ 0.26 5 Board Non-statutory |
Consultants [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of granted stock options | Schedule of granted stock options Stock Options Exercise Price Vesting Period Services Classification 1,000,000 $ 0.28 3 Consultant Non-statutory 1,000,000 $ 0.28 3 Consultant Non-statutory |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense benefit | Schedule of income tax expense benefit 2022 2021 Loss for the year before income taxes $ (151,396 ) $ 12,116,448 Computed expected tax benefit (37,714 ) (3,018,268 ) Non-deductible expenses 3,737 3,102,197 True-up of prior-year provision to statutory tax returns (4,938 ) 23,150 Change in valuation allowance 38,915 (107,079 ) Income tax expense — — |
Schedule of deferred tax assets | Schedule of deferred tax assets Start-up costs $ 235,321 $ 196,402 Valuation allowance (235,321 ) (196,402 ) Deferred tax assets (liabilities) $ — $ — |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies Estimated Fair Value (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash | $ 142,365 | |
Loans payable stockholders | 0 | $ 15,500 |
Amounts payable to related parties | 8,100 | 34,494 |
Carrying Amount [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash | 142,365 | 3,340 |
Accounts Payable and Accrued Liabilities | 29,770 | 54,391 |
Loans payable stockholders | 0 | 15,500 |
Amounts payable to related parties | 8,100 | 34,494 |
Fair Value [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash | 142,365 | 3,340 |
Accounts Payable and Accrued Liabilities | 29,770 | 54,931 |
Loans payable stockholders | 0 | 15,500 |
Amounts payable to related parties | $ 8,100 | $ 34,494 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies Fair Value, Assets Measured on Recurring Basis (Details) | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Cash | $ 142,365 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash | 142,365 |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash | $ 0 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details Narrative) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock options outstanding | 2,650,000 | 0 | 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 151,396 | $ 12,116,448 |
Accumulated deficit | 36,240,368 | $ 36,088,972 |
Working capital | $ 104,495 |
Stock Options - Executive offic
Stock Options - Executive officers (Details) - $ / shares | 12 Months Ended | ||
Oct. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 2,650,000 | 0 | |
Stock option, granted | $ 0 | $ 0 | |
Stock Incentive Plan 2022 [Member] | Executive Officer [Member] | Share Based Payment Arrangement Board Nonstatutory [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 50,000 | ||
Stock option, granted | $ 0.26 | ||
Stock option, Vesting period | 5 years | ||
Stock Incentive Plan 2022 [Member] | Executive Officer [Member] | Share Based Payment Arrangement Board Incentive [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 50,000 | ||
Stock option, granted | $ 0.26 | ||
Stock option, Vesting period | 5 years | ||
Stock Incentive Plan 2022 [Member] | Executive Officer [Member] | Management Service, Incentive [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 500,000 | ||
Stock option, granted | $ 0.26 | ||
Stock option, Vesting period | 2 years | ||
Stock Incentive Plan 2022 [Member] | Executive Officer [Member] | Share Based Payments Arrangement Board Nonstatutory One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 50,000 | ||
Stock option, granted | $ 0.26 | ||
Stock option, Vesting period | 5 years |
Stock Options - Consultants (De
Stock Options - Consultants (Details) - $ / shares | 12 Months Ended | ||
Oct. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 2,650,000 | 0 | |
Stock option, Exercise price | $ 0 | $ 0 | |
Stock Incentive Plan 2022 [Member] | Consultant [Member] | Share Based Payment Arrangement Consultant Nonstatutory [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 1,000,000 | ||
Stock option, Exercise price | $ 0.28 | ||
Stock option, Vesting period | 3 years | ||
Stock Incentive Plan 2022 [Member] | Consultant [Member] | Share Based Payments Arrangement Consultant Nonstatutory One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option, granted | 1,000,000 | ||
Stock option, Exercise price | $ 0.28 | ||
Stock option, Vesting period | 3 years |
Stock Options - Schedule of sto
Stock Options - Schedule of stock options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Beginning balance, Outstanding (shares) | 0 | 0 |
Beginning balance, Weighted average exercise price, Outstanding | $ 0 | $ 0 |
Beginning balance, Outstanding, Aggregate intrinsic value | $ 0 | $ 0 |
Granted (shares) | 2,650,000 | 0 |
Granted, Weighted average exercise price | $ 0.28 | $ 0 |
Granted, Aggregate intrinsic value | $ 0 | $ 0 |
Exercised (shares) | 0 | 0 |
Exercised, Weighted average exercise price | $ 0 | $ 0 |
Exercised, Aggregate intrinsic value | $ 0 | $ 0 |
Forfeited (shares) | 0 | 0 |
Forfeited, Weighted average exercise price | $ 0 | $ 0 |
Forfeited, Aggregate intrinsic value | $ 0 | $ 0 |
Ending balance, Outstanding (shares) | 2,650,000 | 0 |
Ending balance, Weighted average exercise price, Outstanding | $ 0.28 | $ 0 |
Ending, Outstanding, Aggregate intrinsic value | $ 0 | |
Exercisable, Outstanding (shares) | 0 | |
Exercisable, Weighted average exercise price | $ 0 | |
Exercisable, Aggregate intrinsic value | $ 0 |
Stock Option - Exercisable stoc
Stock Option - Exercisable stock options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Stock option, Exercise price | $ 0 | $ 0 | |
Stock options exercisable | $ 0 | $ 0 | |
Exercise Price One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Stock option, Exercise price | $ 0.26 | ||
Stock options outstanding | 650,000 | ||
Stock options exercisable | 0 | ||
Remaining contractual term | 1 year 3 months 18 days | ||
Stock options exercisable | $ 0 | ||
Exercise Price Two [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Stock option, Exercise price | $ 0.28 | ||
Stock options outstanding | 2,000,000 | ||
Stock options exercisable | 0 | ||
Remaining contractual term | 6 years | ||
Stock options exercisable | $ 0 | ||
Exercise Price Range Total [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Stock options outstanding | 2,650,000 | ||
Stock options exercisable | 0 | ||
Remaining contractual term | 4 years 9 months 21 days | ||
Stock options exercisable | $ 0 | ||
Exercise price, lower range limit | $ 0.26 | ||
Exercise price, upper range limit | $ 0.28 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employee Benefits and Share-Based Compensation | $ 29,713 | $ 0 | |
Weighted average fair value per option grant | $ 0.28 | $ 0 | |
Common shares reserved for stock awards | 2,650,000 | 0 | 0 |
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 226% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions | 3% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0 | ||
Weighted average fair value per option grant | $ 0.26 | $ 0 | |
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan 2022 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common shares reserved for stock awards | 3,500,000 | ||
Common shares available for future grants | 850,000 | ||
Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||
Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Restricted common stock issued | 1,600,000 | 29,537,848 |
Common stock price per share | $ 0.20 | $ 0.48 |
Restricted common stock total proceeds | $ 320,000 | |
Incurred share issuance costs | 32,237 | |
Accounts payable | $ 40,000 | |
Restricted common stock, amount | $ 14,065,923 | |
Accounts payable and accrued liabilities | 752,944 | |
Convertible loans | 107,800 | |
Loans payable to stockholders | 390,267 | |
Loans payable | 74,762 | |
Due to related parties | 149,124 | |
Loss from debt settlements | 12,460,079 | |
Related Party Debt [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Loans payable | $ 130,947 | |
Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Company issued shares | 200,000 | |
Share price | $ 0.20 | |
Accounts payable | $ 40,000 |
Loans Payable Stockholders (Det
Loans Payable Stockholders (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Loans payable to stockholders | $ 0 | $ 15,500 |
Interest expenses | $ 587 | |
Loan settled through issuance of common shares | 6,740 | |
Interest settled through issuance of common shares | $ 5,920 | |
Common shares issued for settlement of debt | 26,507 | |
Accrued expenses | $ 178,526 | |
Accrued interest on loans payable | 343,233 | |
Number of shares issued for settlement loan | 24,402,624 | |
Stockholder [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Loans payable to stockholders | $ 474,220 |
Related Party Transactions an_2
Related Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 8,100 | $ 34,494 |
Accrued payroll | 7,500 | |
Accrued to board members for services rendered | 600 | |
Accounts payable | 40,000 | |
Number of shares issued, amount | 320,000 | |
Gain on settlement debt | 12,650 | |
Loans payable to related party | 130,947 | |
Accrued interest on loans | $ 89,124 | |
Former Director [Member] | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | 436,492 | |
Number of shares issued, amount | $ 207,421 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 7,500 | 34,494 |
Consulting fees | 20,369 | 64,482 |
Due to related parties other | $ 120,000 | |
Number of shares issued | 200,000 | |
Number of shares issued, amount | $ 40,000 | |
Stock-based compensation | 11,795 | 0 |
Chief Executive Officer [Member] | Employment Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties other | 90,000 | |
Stockholder [Member] | ||
Related Party Transaction [Line Items] | ||
Advance from affiliate | $ 0 | 15,500 |
Accrued interest | 5% | |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 60,000 | |
Number of shares issued | 1,500,000 | |
Number of shares issued, amount | $ 712,800 | |
Gain on settlement debt | $ 652,800 |
Other Income (Details Narrative
Other Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income | ||
Other income | $ 15,000 | $ 458,833 |
Debt forgiveness | 206,302 | |
Accounts payable and accrued liabilities | 163,586 | |
Extinguishment debt | $ 88,945 |
Convertible Loans (Details Narr
Convertible Loans (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Convertible loans outstanding | $ 0 | $ 0 | |
Loan settled through issuance of common shares | 6,740 | ||
Interest settled through issuance of common shares | $ 5,920 | ||
Number of shares issued, amount | $ 320,000 | ||
Common shares with a fair value | $ 172,480 | ||
Loss on debt | 25,768 | ||
Cai E [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Loan settled through issuance of common shares | 146,712 | ||
Interest settled through issuance of common shares | 107,800 | ||
Number of shares issued, amount | $ 38,912 | ||
Number of shares issued | 359,333 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year before income taxes | $ (151,396) | $ 12,116,448 |
Computed expected tax benefit | (37,714) | (3,018,268) |
Non-deductible expenses | 3,737 | 3,102,197 |
True-up of prior-year provision to statutory tax returns | (4,938) | 23,150 |
Change in valuation allowance | (38,915) | 107,079 |
Income tax expense | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Start-up costs | $ 235,321 | $ 196,402 |
Valuation allowance | (235,321) | (196,402) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Percentage of tax rate | 24.91% | |
Net operating loss | $ 939,825 | $ 788,429 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Feb. 03, 2023 USD ($) |
Subsequent Event [Line Items] | |
Business combination transaction | $ 750,000 |
Business combination consideration transaction | $ 750,000 |