Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56299 | |
Entity Registrant Name | MDwerks, Inc. | |
Entity Central Index Key | 0001295514 | |
Entity Tax Identification Number | 33-1095411 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 411 Walnut Street | |
Entity Address, Address Line Two | Suite 20125 | |
Entity Address, City or Town | Green Cove | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32043 | |
City Area Code | (252) | |
Local Phone Number | 501-0019 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 127,491,518 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 166,048 | $ 23,715 |
Loans receivable | 75,000 | |
Total Current Assets | 241,048 | 23,715 |
Intangible assets, net of Accumulated amortization of $636 and $0, respectively | 18,864 | |
Fixed assets, net of Accumulated depreciation of $0 and $0, respectively | 61,856 | |
Note receivable | 95,000 | |
Total Assets | 416,768 | 23,715 |
Current Liabilities | ||
Accounts payable and accrued expenses | 6,640 | 34,478 |
Advances payable | 203,504 | 104,204 |
Total Liabilities | 210,144 | 138,682 |
Stockholders’ Equity (Deficit) | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized of which 8,957,500 are issued and outstanding | 8,958 | 8,958 |
Common stock, par value $0.001; 300,000,000 shares authorized of which 122,260,208 shares are issued and outstanding at December 31, 2022 and 127,491,518 shares are issued and outstanding at September 30, 2023 | 127,492 | 122,260 |
Additional paid in capital | 593,602 | 201,531 |
Accumulated deficit | (523,428) | (447,716) |
Total Stockholders’ Equity (Deficit) | 206,624 | (114,967) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 416,768 | $ 23,715 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated amortization | $ 636 | $ 0 |
Accumulated depreciation | $ 0 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 8,957,500 | 8,957,500 |
Preferred stock, shares outstanding | 8,957,500 | 8,957,500 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 127,491,518 | 122,260,208 |
Common stock, shares outstanding | 127,491,518 | 122,260,208 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses | ||||
General and administrative | $ 129,132 | $ 49,652 | $ 234,659 | $ 58,298 |
Total Operating Expenses | 129,132 | 49,652 | 234,659 | 58,298 |
Net Loss from Operations | (129,132) | (49,652) | (234,659) | (58,298) |
Other Income (Expense) | ||||
Interest | (4,232) | (9,908) | ||
Gain on Sale of Asset | 168,855 | 168,855 | ||
Total Other Income (Expense) | 164,623 | 158,947 | ||
Net Income (Loss) | $ 35,491 | $ (49,652) | $ (75,712) | $ (58,298) |
Net Income (Loss) per share | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares | ||||
Basic | 125,643,163 | 18,010,208 | 124,077,691 | 18,010,208 |
Diluted | 125,643,163 | 18,010,208 | 124,077,691 | 18,010,208 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 10,000 | $ 18,010 | $ 35,195 | $ (294,003) | $ (230,798) |
Balance, shares at Dec. 31, 2021 | 1,000,000 | 18,010,208 | |||
Net income (loss) | (5,494) | (5,494) | |||
Balance, value at Mar. 31, 2022 | $ 10,000 | $ 18,010 | 35,195 | (299,497) | (236,292) |
Balance, shares at Mar. 31, 2022 | 1,000,000 | 18,010,208 | |||
Balance, value at Dec. 31, 2021 | $ 10,000 | $ 18,010 | 35,195 | (294,003) | (230,798) |
Balance, shares at Dec. 31, 2021 | 1,000,000 | 18,010,208 | |||
Net income (loss) | (58,298) | ||||
Balance, value at Sep. 30, 2022 | $ 10,000 | $ 18,010 | 274,639 | (352,301) | (49,652) |
Balance, shares at Sep. 30, 2022 | 1,000,000 | 18,010,208 | |||
Balance, value at Mar. 31, 2022 | $ 10,000 | $ 18,010 | 35,195 | (299,497) | (236,292) |
Balance, shares at Mar. 31, 2022 | 1,000,000 | 18,010,208 | |||
Net income (loss) | (3,152) | (3,152) | |||
Balance, value at Jun. 30, 2022 | $ 10,000 | $ 18,010 | 35,195 | (302,649) | (239,444) |
Balance, shares at Jun. 30, 2022 | 1,000,000 | 18,010,208 | |||
Net income (loss) | (49,652) | (49,652) | |||
Forgiveness of debt | 239,444 | 239,444 | |||
Balance, value at Sep. 30, 2022 | $ 10,000 | $ 18,010 | 274,639 | (352,301) | (49,652) |
Balance, shares at Sep. 30, 2022 | 1,000,000 | 18,010,208 | |||
Balance, value at Dec. 31, 2022 | $ 8,958 | $ 122,260 | 201,531 | (447,716) | (114,967) |
Balance, shares at Dec. 31, 2022 | 8,957,500 | 122,260,208 | |||
Net income (loss) | (41,451) | (41,451) | |||
Common Shares sold for cash | $ 1,141 | 84,457 | 85,598 | ||
Common Shares sold for cash, shares | 1,141,298 | ||||
Balance, value at Mar. 31, 2023 | $ 8,958 | $ 123,401 | 285,988 | (489,167) | (70,820) |
Balance, shares at Mar. 31, 2023 | 8,957,500 | 123,401,506 | |||
Balance, value at Dec. 31, 2022 | $ 8,958 | $ 122,260 | 201,531 | (447,716) | (114,967) |
Balance, shares at Dec. 31, 2022 | 8,957,500 | 122,260,208 | |||
Net income (loss) | (75,712) | ||||
Common Shares sold for cash | $ 392,349 | ||||
Common Shares sold for cash, shares | 5,231,310 | ||||
Balance, value at Sep. 30, 2023 | $ 8,958 | $ 127,492 | 593,602 | (523,428) | $ 206,624 |
Balance, shares at Sep. 30, 2023 | 8,957,500 | 127,491,518 | |||
Balance, value at Mar. 31, 2023 | $ 8,958 | $ 123,401 | 285,988 | (489,167) | (70,820) |
Balance, shares at Mar. 31, 2023 | 8,957,500 | 123,401,506 | |||
Net income (loss) | (69,752) | (69,752) | |||
Common Shares sold for cash | $ 1,334 | 98,666 | 100,000 | ||
Common Shares sold for cash, shares | 1,333,333 | ||||
Imputed interest | 2,838 | 2,838 | |||
Balance, value at Jun. 30, 2023 | $ 8,958 | $ 124,735 | 387,492 | (558,919) | (37,734) |
Balance, shares at Jun. 30, 2023 | 8,957,500 | 124,734,839 | |||
Net income (loss) | 35,491 | 35,491 | |||
Common Shares sold for cash | $ 2,757 | 203,994 | 206,751 | ||
Common Shares sold for cash, shares | 2,756,679 | ||||
Imputed interest | 2,116 | 2,116 | |||
Balance, value at Sep. 30, 2023 | $ 8,958 | $ 127,492 | $ 593,602 | $ (523,428) | $ 206,624 |
Balance, shares at Sep. 30, 2023 | 8,957,500 | 127,491,518 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (75,712) | $ (58,298) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accumulated amortization | 636 | |
Gain on sale of assets | (168,855) | |
Imputed interest | 4,954 | |
Changes in operating assets and liabilities: | ||
Accounts payable | (30,676) | (1,139) |
Accrued expenses | 2,838 | |
NET CASH USED IN OPERATING ACTIVITIES | (266,815) | (59,437) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of intangible assets | (19,500) | |
Purchase of fixed assets | (88,000) | |
Proceeds from sale of fixed assets | 100,000 | |
Payments on loans receivable | (75,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (82,500) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances payable | 118,748 | 59,437 |
Repayment of advances payable | (19,449) | |
Proceeds from subscription agreements | 392,349 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 491,648 | 59,437 |
NET CHANGE IN CASH | 142,333 | |
CASH - BEGINNING OF YEAR | 23,715 | |
CASH - END OF PERIOD | 166,048 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Forgiveness of debt as capital contribution | 239,444 | |
Note receivable issued for asset sale | 95,000 | |
Conversion of preferred stock |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS MDWerks, Inc. (the “Company”), a Delaware corporation, is focused on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more unrelated businesses (a “Business Combination”) that would benefit from the Company’s public reporting status. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of the date of this report, the Company has not yet commenced any operations. All activity through the date of this report relates to preserving cash, making settlements with creditors, attempting to raise capital, and continuing the Company’s public reporting. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Cash and Cash Equivalents no Fixed Assets, net three seven years Impairment of Long-Lived Assets Income Taxes The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2023. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2023. Earnings Per Share Basic income (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For the three and nine months ended September 30, 2023, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the three and nine months ended September 30, 2023. Due to the net loss for the period the warrants are anti-dilutive. Use of Estimates and Assumptions Fair Value of Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. The carrying values of the Company’s accounts payable and accrued liabilities, advances payable, and convertible notes payable, approximate their fair value due to their short-term nature. Convertible notes payable Going Concern 75,712 523,428 Recently Issued Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hed ing – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 3 – ACCOUNTS PAYABLE The Company had accounts payable balance of $ 6,640 34,478 |
ADVANCES PAYABLE
ADVANCES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Advances Payable | |
ADVANCES PAYABLE | NOTE 4 – ADVANCES PAYABLE The Company had advances aggregating $ 104,204 203,504 The Company borrowed $ 118,748 5 5 9,908 The Company repaid $ 19,449 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK Common Stock The Company is authorized to issue 300,000,000 0.001 127,491,518 5,231,310 392,349 The shares were issued as a unit consisting of 1 share of common stock, a warrant for the purchase of 1 share of common stock for $1 with a 5 year term and a second warrant for the purchase of 1 share of common stock for $2 with a 5 year term. 132,521 The weighted average assumptions used in the valuation of the warrants are as follows, Risk-free interest rate 1.76 355.00 5.0 0.00 Preferred Stock The Company is authorized to issue 10,000,000 0.001 10,000,000 Each share of Series A Convertible Preferred Stock is convertible into 100 shares of common stock, and each share of Series A Preferred Stock has the same number of common share votes prior to conversion as it would if fully converted to be used in voting on any company matter requiring a vote of shareholders. 8,957,500 Nothing was outstanding in 2022. A total of 10,462,620 Stock Warrants The following table represents stock warrant activity during the nine months ended September 30, 2023: SUMMARY OF STOCK WARRANT ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Outstanding at December 31, 2022 - - - Warrants granted 10,462,620 1.50 4.7 Warrants forfeited - - - Outstanding at September 30, 2023 10,462,620 $ 1.50 4.7 Exercisable at September 30, 2023 10,462,620 1.50 4.7 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | NOTE 6 – INTELLECTUAL PROPERTY On April 21, 2023, the Company purchased from Don Ramer certain intellectual property for $ 19,500 636 It has a useful life through November 22, 2036. |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 7 – FIXED ASSETS On May 31, 2023, the Company purchased certain assets for $ 88,000 7 During the nine months ended September 30, 2023, the Company sold fixed assets for $ 195,000 100,000 95,000 168,855 August 25, 2029 8 |
CONTINGENCY
CONTINGENCY | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | NOTE 8 – CONTINGENCY In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. |
LOAN RECEIVABLE
LOAN RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOAN RECEIVABLE | NOTE 9 – LOAN RECEIVABLE During the nine months ended September 30, 2023, the Company issued loans in the amount of $ 75,000 75,000 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Note Receivable | |
NOTE RECEIVABLE | NOTE 10 – NOTE RECEIVABLE During the nine months ended September 30, 2023, the Company sold fixed assets for $ 195,000 100,000 95,000 August 25, 2029 8 95,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet and up to November 13, 2023. Management has determined that there are no other items requiring disclosure of adjustment. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Cash and Cash Equivalents | Cash and Cash Equivalents no |
Fixed Assets, net | Fixed Assets, net three seven years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2023. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2023. |
Earnings Per Share | Earnings Per Share Basic income (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For the three and nine months ended September 30, 2023, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the three and nine months ended September 30, 2023. Due to the net loss for the period the warrants are anti-dilutive. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. The carrying values of the Company’s accounts payable and accrued liabilities, advances payable, and convertible notes payable, approximate their fair value due to their short-term nature. |
Convertible notes payable | Convertible notes payable |
Going Concern | Going Concern 75,712 523,428 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hed ing – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SUMMARY OF STOCK WARRANT ACTIVITY | The following table represents stock warrant activity during the nine months ended September 30, 2023: SUMMARY OF STOCK WARRANT ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Outstanding at December 31, 2022 - - - Warrants granted 10,462,620 1.50 4.7 Warrants forfeited - - - Outstanding at September 30, 2023 10,462,620 $ 1.50 4.7 Exercisable at September 30, 2023 10,462,620 1.50 4.7 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 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 | May 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Cash equivalents | $ 0 | $ 0 | ||||||||
Estimated useful life | 7 years | |||||||||
Net income loss | (35,491) | $ 69,752 | $ 41,451 | $ 49,652 | $ 3,152 | $ 5,494 | 75,712 | $ 58,298 | ||
Accumulated deficit | $ 523,428 | $ 523,428 | $ 447,716 | |||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 3 years | 3 years | ||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 7 years | 7 years |
ACCOUNTS PAYABLE (Details Narra
ACCOUNTS PAYABLE (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 6,640 | $ 34,478 |
ADVANCES PAYABLE (Details Narra
ADVANCES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Advances payable | $ 203,504 | $ 203,504 | $ 104,204 | ||
Proceeds from related party debt | $ 118,748 | ||||
Interest rate | 5% | 5% | |||
Imputed interest rate | 5% | 5% | |||
Interest expense | $ 4,232 | $ 9,908 | |||
Repayments of advances payable | 19,449 | ||||
Nonrelated Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Advances payable | $ 203,504 | $ 203,504 | $ 104,204 |
SUMMARY OF STOCK WARRANT ACTIVI
SUMMARY OF STOCK WARRANT ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of options outstanding, beginning | shares | |
Weighted average exercise price outstanding, beginning | $ / shares | |
Warrants granted | shares | 10,462,620 |
Weighted average exercise price, Warrants granted | $ / shares | $ 1.50 |
Weighted average remaining contract life, Warrants granted | 4 years 8 months 12 days |
Warrants forfeited | shares | |
Weighted average exercise price, Warrants forfeited | $ / shares | |
Number of options outstanding, ending | shares | 10,462,620 |
Weighted average exercise price outstanding, ending | $ / shares | $ 1.50 |
Weighted average remaining contract life outstanding | 4 years 8 months 12 days |
Number of options exercisable, ending | shares | 10,462,620 |
Weighted average exercise price exercisable, ending | $ / shares | $ 1.50 |
Weighted average remaining contract life exercisable, ending | 4 years 8 months 12 days |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 127,491,518 | 127,491,518 | 122,260,208 | ||
Common stock, shares outstanding | 127,491,518 | 127,491,518 | 122,260,208 | ||
Common shares sold for cash, shares | 5,231,310 | ||||
Common shares sold for cash, value | $ 206,751 | $ 100,000 | $ 85,598 | $ 392,349 | |
Stock issued description | The shares were issued as a unit consisting of 1 share of common stock, a warrant for the purchase of 1 share of common stock for $1 with a 5 year term and a second warrant for the purchase of 1 share of common stock for $2 with a 5 year term. | ||||
Fair value of warrants | $ 132,521 | ||||
Risk-free interest rate | 1.76% | ||||
Expected volatility | 355% | ||||
Expected option term | 5 years | ||||
Expected dividend yield | 0% | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock conversion features | Each share of Series A Convertible Preferred Stock is convertible into 100 shares of common stock, and each share of Series A Preferred Stock has the same number of common share votes prior to conversion as it would if fully converted to be used in voting on any company matter requiring a vote of shareholders. | ||||
Preferred stock, shares issued | 8,957,500 | 8,957,500 | 8,957,500 | ||
Preferred stock, shares outstanding | 8,957,500 | 8,957,500 | 8,957,500 | ||
Warrant, outstanding | 10,462,620 | 10,462,620 | |||
Series A Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - Intellectual Property [Member] | Apr. 21, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Purchase of property | $ 19,500 |
Amortization expense | $ 636 |
Useful life description | It has a useful life through November 22, 2036. |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |||
May 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Purchase of fixed assets | $ 88,000 | $ 88,000 | ||
Fixed assets useful life | 7 years | |||
Sale of fixed assets | 195,000 | |||
Proceeds from sale of fixed assets | 100,000 | |||
Note receivable | 95,000 | |||
Proceeds from loans | $ 168,855 | |||
Maturity date | Aug. 25, 2029 | |||
Accrues interest percentage | 8% |
LOAN RECEIVABLE (Details Narrat
LOAN RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Proceeds from issuance of debt | $ 75,000 | |
Loans receivable | $ 75,000 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Note Receivable | |||
Sale of fixed assets | $ 195,000 | ||
Proceeds from sale of fixed assets | 100,000 | ||
Note receivable | $ 95,000 | ||
Maturity date | Aug. 25, 2029 | ||
Accrues interest percentage | 8% |