Cover
Cover | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Entity Registrant Name | HERO TECHNOLOGIES, INC |
Entity Central Index Key | 0001324736 |
Document Type | 10-Q |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Document Period End Date | Sep. 30, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2023 |
Entity Common Stock Shares Outstanding | 552,692,444 |
Entity File Number | 333-261062 |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 77-0643398 |
Entity Address Address Line 1 | 8 The Green Suite 4000 |
Entity Address City Or Town | Dover |
Entity Address State Or Province | DE |
Entity Address Postal Zip Code | 19901 |
City Area Code | 302 |
Local Phone Number | 538-4165 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 82,013 | $ 34,325 |
NotesReceivableNet | 50,000 | 0 |
Prepaid expense | 8,750 | 6,563 |
Total current assets | 140,763 | 40,888 |
Non-current Assets | ||
Property and equipment, net of accumulated depreciation | 2,843 | 604,329 |
Total Non-current assets | 2,843 | 604,329 |
Total Assets | 143,606 | 645,217 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 84,774 | 95,540 |
Accounts payable and accrued related party liabilities | 15,000 | 15,000 |
Loans payable, long term portion - non-related party | 0 | 525,000 |
Loans payable, current portion - related party | 0 | 200,000 |
Total current liabilities | 99,774 | 835,540 |
Total Liabilities | 99,774 | 835,540 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Authorized: 10,000,000 preferred shares, par value $0.001 per share and Issued and outstanding: 1,000,000 preferred shares at September 30, 2023 (1,000,000 at 2022) | 1,000 | 1,000 |
Authorized: 950,000,000 common shares, par value $0.001 per share and Issued and outstanding: 552,692,444 common shares at September 30, 2023 (451,692,444 at 2022) | 552,692 | 451,692 |
Additional paid-in capital | 40,104,324 | 38,846,282 |
Stock Payable | 381,670 | 27,970 |
Non-controlling Interest | 0 | (119,574) |
Accumulated deficit | (40,995,854) | (39,397,693) |
Total stockholders' equity (deficit) | 43,832 | (190,323) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 143,606 | $ 645,217 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred Shares Par Value | $ 0.001 | $ 0.001 |
Preferred Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Shares Authorized | 950,000,000 | 950,000,000 |
Common Shares Par Value | $ 0.001 | $ 0.001 |
Common Shares Issued | 552,692,444 | 451,692,444 |
Common Shares Outstanding | 552,692,444 | 451,692,444 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Expenses: | ||||
Consulting | $ 0 | $ 15,579 | $ 26,910 | $ 31,073 |
Compensation expense | 391,150 | 93,830 | 1,427,671 | 247,630 |
Professional Fees | 11,332 | 33,300 | 34,237 | 67,660 |
Office, travel and general | 8,602 | 24,025 | 18,217 | 64,815 |
Depreciation | 599 | 495 | 1,486 | 1,487 |
Total expenses | (411,683) | (167,229) | (1,508,521) | (412,665) |
Other income (expense) | ||||
Interest income | 0 | 0 | 2,464 | 183 |
Interest expense | 0 | 0 | (18,311) | (37,912) |
Gain (Loss) on disposal of fixed assets | 0 | 0 | (75,000) | 0 |
Total other income (expense) | 0 | 0 | (90,847) | (37,729) |
Net Loss | (411,683) | (167,229) | (1,599,368) | (450,394) |
Non-controlling interest in (income) loss of consolidated subsidiaries | 0 | 9,225 | 1,207 | 14,893 |
Net loss attributable to the company | $ (411,683) | $ (158,004) | $ (1,598,161) | $ (435,501) |
Weighted Average Number of Basic and Diluted Common Shares Outstanding | 541,395,741 | 447,127,087 | 487,856,047 | 446,338,201 |
Basic and Diluted Net Loss Per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Common Stock | Common Shares To Be Issued [Member] | Preferred Stock | Additional Paid-In Capital | Stock Payable | Stock Receivable [Member] | Non-Controlling Interest | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 442,977,000 | 1,000,000 | ||||||||
Balance, amount at Dec. 31, 2021 | $ (15,582) | $ 442,977 | $ 0 | $ 1,000 | $ 38,461,909 | $ 27,970 | $ (93,328) | $ 0 | $ (38,856,110) | |
Investment Units issued for cash at $.05 per unit, shares | 2,000,000 | |||||||||
Investment Units issued for cash at $.05 per unit, amount | 100,000 | $ 2,000 | 0 | 98,000 | 0 | 0 | ||||
Issued for services, shares | 930,000 | |||||||||
Issued for services, amount | 49,800 | $ 930 | 0 | 0 | 48,870 | 0 | 0 | 0 | 0 | |
Common Stock - Related party compensation, shares | 4,716,000 | |||||||||
Common Stock - Related party compensation, amount | 197,830 | $ 4,716 | 0 | 193,114 | 0 | 0 | ||||
Non-Controlling Interest | (14,893) | 0 | 0 | 0 | 0 | 0 | (14,893) | 0 | 0 | |
Net Loss | (435,501) | 0 | 0 | (435,501) | ||||||
Balance, amount at Sep. 30, 2022 | (118,346) | $ 450,623 | 0 | $ 1,000 | 38,801,893 | 27,970 | $ 0 | (108,221) | 0 | (39,291,611) |
Balance, shares at Sep. 30, 2022 | 450,623,000 | 1,000,000 | ||||||||
Balance, shares at Jun. 30, 2022 | 447,907,000 | 1,000,000 | ||||||||
Balance, amount at Jun. 30, 2022 | (44,947) | $ 447,907 | 0 | $ 1,000 | 38,710,779 | 27,970 | 0 | (98,996) | 0 | (39,133,607) |
Common Stock - Related party compensation, shares | 2,716,000 | |||||||||
Common Stock - Related party compensation, amount | 93,830 | $ 2,716 | 0 | 91,114 | 0 | 0 | ||||
Non-Controlling Interest | (9,225) | 0 | 0 | 0 | 0 | 0 | (9,225) | 0 | 0 | |
Net Loss | (158,004) | 0 | 0 | (158,004) | ||||||
Balance, amount at Sep. 30, 2022 | (118,346) | $ 450,623 | 0 | $ 1,000 | 38,801,893 | 27,970 | 0 | (108,221) | 0 | (39,291,611) |
Balance, shares at Sep. 30, 2022 | 450,623,000 | 1,000,000 | ||||||||
Balance, shares at Dec. 31, 2022 | 451,692,444 | 1,000,000 | ||||||||
Balance, amount at Dec. 31, 2022 | (190,323) | $ 451,692 | 0 | $ 1,000 | 38,846,282 | 27,970 | (119,574) | 0 | (39,397,693) | |
Common Stock - Related party compensation, shares | 55,000,000 | |||||||||
Common Stock - Related party compensation, amount | 33,000 | $ 55,000 | 0 | 672,300 | (694,300) | 0 | ||||
Non-Controlling Interest | (1,207) | 0 | (1,207) | |||||||
Net Loss | (1,598,161) | $ 0 | 0 | 0 | 0 | (1,598,161) | ||||
Investment units issued for cash at $0.01 per unit, shares | 1,500,000 | |||||||||
Investment units issued for cash at $0.01 per unit, amount | 15,000 | $ 1,500 | 0 | 0 | 13,500 | 0 | 0 | |||
Imputed interest on loan | 11,342 | $ 0 | 0 | 11,342 | 0 | 0 | ||||
Common Stock - Non-Related party compensation, shares | 44,500,000 | |||||||||
Common Stock - Non-Related party compensation, amount | 605,400 | $ 44,500 | $ 0 | 560,900 | ||||||
Shares to be issued from sale of common stock at $0.0131 per share, shares | 27,000,000 | |||||||||
Shares to be issued from sale of common stock at $0.0131 per share, amount | 1,048,000 | 0 | $ 0 | 1,048,000 | ||||||
Removal of NCI due to deconsolidation | 120,781 | 120,781 | ||||||||
Balance, amount at Sep. 30, 2023 | 43,832 | $ 552,692 | $ 0 | $ 1,000 | 40,104,324 | 381,670 | 0 | 0 | 0 | (40,995,854) |
Balance, shares at Sep. 30, 2023 | 552,692,444 | 27,000,000 | 1,000,000 | |||||||
Balance, shares at Jun. 30, 2023 | 465,192,444 | |||||||||
Balance, amount at Jun. 30, 2023 | 64,365 | $ 465,192 | $ 0 | $ 1,000 | 39,106,374 | 1,075,970 | 0 | 0 | 0 | (40,584,171) |
Common Stock - Related party compensation, shares | 53,000,000 | (53,000,000) | ||||||||
Common Stock - Related party compensation, amount | 0 | $ 53,000 | $ 0 | $ 641,300 | (694,300) | 0 | ||||
Net Loss | $ (411,683) | 0 | 0 | (411,683) | ||||||
Common Stock - Non-Related party compensation, shares | 34,500,000 | |||||||||
Common Stock - Non-Related party compensation, amount | 391,150 | 34,500 | 356,650 | |||||||
Balance, amount at Sep. 30, 2023 | $ 43,832 | $ 552,692 | $ 0 | $ 1,000 | $ 40,104,324 | $ 381,670 | $ 0 | $ 0 | $ 0 | $ (40,995,854) |
Balance, shares at Sep. 30, 2023 | 552,692,444 | 27,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss attributable to Hero Technologies Inc. | $ (1,598,161) | $ (435,501) |
Non-controlling interest in income (loss) of consolidated subsidiaries | (1,197) | (14,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on transfer of land | 75,000 | 0 |
Shares issued for services | 638,400 | 247,630 |
Stock based compensation | 796,771 | |
Interest expense | 0 | 37,729 |
Imputed Interest | 11,342 | 0 |
Depreciation expense | 1,486 | 1,486 |
Change in operating assets and liabilities: | ||
Prepaid expenses | (2,187) | (4,344) |
Accounts payable and accrued liabilities | 11,234 | 22,045 |
Cash used in operating activities | (67,312) | (145,848) |
INVESTING ACTIVITIES: | ||
Cash received for sale of investment in subsidiary | 100,000 | 0 |
Cash provided by investing activities | 100,000 | |
FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 15,000 | 100,000 |
Cash provided by financing activities | 15,000 | 100,000 |
NET INCREASE (DECREASE) IN CASH | 47,688 | (45,848) |
CASH, BEGINNING OF YEAR | 34,325 | 174,477 |
CASH, END OF YEAR | 82,013 | 128,629 |
NON-CASH INVESTING ACTIVITIES | ||
Stock receivable | 694,300 | 0 |
Transfer of land and associated debt | $ 525,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Hero Technologies Inc. (the “Company”) was incorporated in the State of Nevada on May 14, 2004. The Company had previously focused on oil and gas exploration in Australia’s Cooper Basin. During 2019, the Company sold its remaining oil and gas assets and discontinued operations in the energy industry. As a result, the financial results related to the oil and gas activity were reflected in the consolidated statements of discontinued operations. Hero Technologies Inc. is a holding company specializing in innovative artificial intelligence solutions. Our mission is to take software to a new level of self-learning. We develop cutting-edge software applications that utilize advanced AI algorithms to enhance personalization and user convenience. In addition to software development, we also acquire revenue-generating companies in the IT, software, and technology hardware/manufacturing industries. Our team of experienced developers and engineers is dedicated to creating intuitive, user-friendly, and highly personalized solutions that will revolutionize the industry. The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated operating revenues and has funded its operations through the issuance of capital stock. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company's ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon: the continued support of its controlling shareholders, its ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generating profitable operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. These statements include the accounts of the Company and its wholly owned subsidiaries Highly Relaxing LLC, Veteran Hemp Co (“Veteran”), and its majority owned subsidiary Blackbox Technologies and Systems (“Blackbox”). All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair presentation have been included. Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company determined to write $620 of accounts receivable at the end of December 31, 2022. Notes Receivable – related party The Company entered into a Share Purchase Agreement with DMB LLC, a related party, for $150,000. An initial payment of $100,000 has already been made, while the remaining $50,000 will be due in six months. Payment may be submitted at any time before the 6-month deadline. As of September 30, 2023, the notes receivable amount to $50,000, and $0 as of December 31, 2022. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The total value of property and equipment at September 30, 2023 is $2,843 and $604,329 at December 31, 2022. Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors 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. Revenue Recognition The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. Cash, Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash totaled $82,013 and $34,325 at September 30, 2023 and December 31, 2022, respectively. The Company is exposed to a concentration of credit risk with respect to its cash deposits. The Company places cash deposits with highly rated financial institutions in the United States. At times, cash balances held in financial institutions may be more than insured limits. The Company believes the financial institutions are financially strong and the risk of loss is minimal. The Company has not experienced any losses with respect to the related risks and does not believe its exposure to such risks is more than normal. Fair Market Measurements The Company estimates the fair values of financial and non-financial assets and liabilities under ASC Topic 820 “ Fair Value Measurements and Disclosures Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs. Inputs to valuation techniques are classified as either observable or unobservable within the following hierarchy: · Level 1 - quoted prices in active markets for identical assets or liabilities. · Level 2 - inputs other than quoted prices which are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). · Level 3 -unobservable inputs that reflect the Company's own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. In accordance with ASC Topic 820, valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at September 30, 2023. The Company uses the market approach technique to account for its financial instruments at fair value for the period ended September 30, 2023, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. The Company uses the market approach technique to account for its financial instruments at fair value for the period ended December 31, 2022, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. Income Taxes Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company’s consolidated financial statements. Stock Based Compensation The Company records compensation expenses in the consolidated financial statements for share based payments using the fair value method. The fair value of stock options granted to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of the stock options, the consideration paid is recorded as an increase in share capital. Other Comprehensive Income (Loss) The Company reports and displays comprehensive income and loss and its components in the consolidated financial statements. For the periods ended September 30, 2023 and December 31, 2022, the only components of comprehensive income were foreign currency translation adjustments. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of Basic EPS for each period since the Company had no securities outstanding during periods in which the Company generated net income that were potentially dilutive. Recently Adopted Accounting Pronouncements During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 81540).” ASC 2020-06 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-06 had no material impact on the Company’s consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 3. RELATED PARTY TRANSACTIONS Interest to related parties was $0 at September 30, 2023 compared to $15,000 at December 31, 2022. On October 1, 2021 the Company entered into a note to borrow $200,000 over a 6 month period with interest of $15,000 and issuance of 750,000 shares of common stock to an unrelated accredited investor. The common shares were at fair value at a stock price of $0.081 per share. The common shares were at fair value at a stock price of $0.081 per share and were issued as an inducement to provide the note. This has been treated as a discount and amortized over the life of the note. On October 13, 2021 the Company engaged North Equities for three months of consulting services to assist with Social Media and Client Outreach. In consideration for these services the company issued 632,912 shares of common stock at a fair value of $50,000 at a stock price of $0.079 On March 15, 2022, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000. On September 9, 2022, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033. On September 27, 2022, the Company issued Richard Bowersock Inc 166,000 shares of restricted common stock in consideration for consulting services at a fair value of $9,130 at a stock price of $0.055. On November 7, 2022, the Company issued Marcin Drwila 69,444 shares of restricted common stock in consideration for consulting services at a fair value of $2,958 at a stock price of $0.043. On March 31, 2023, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $33,000 which was based on the day’s share closing price of $0.0165. This is a related party transaction. On April 12, 2023, the Company entered into an Assignment of Land Contract Agreement with DMB, LLC and Vassar Enterprises, LLC, wherein the Company as the Assignor hereby transfers and assign the land located in Vacant Land Parcel E, S. Sheridan Rd., Vassar, MI 487668 to DMB, LLC, the Assignee, that assume all rights and interest in a purchase contract between the Company and Vassar Enterprises, LLC, the Seller. The parties agree that the Assignor is transferring the Assignment for no payment or compensation. The Assignee’s consideration shall be recognized as undertaking any liabilities or obligations in the Assignment. As a result of the Assignment of Land Contract Agreement, the Company recorded a loss on disposal of $75,000. On May 18, 2023, the Company entered into a share purchase agreement with DMB LLC, selling 51% of the stock of Blackbox Systems and Technologies LLC, as well as 80,000,000 common shares of Hero Technologies Inc. common stock, in exchange for $150,000. The shares have a fair value of $1,048,000, determined based on the day's closing share price of $0.0131. The issuance of shares resulted in stock-based compensation of 796,771. Additionally, DMB LLC has agreed to forgive the debt owed by the Company for the $250,000 investment in the Company's business. On July 17, 2023, the Company issued 53,000,000 shares pursuant to the first installment of the share purchase agreement with DMB LLC dated May 18, 2023. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
CAPITAL STOCK | |
CAPITAL STOCK | 4. CAPITAL STOCK Preferred Stock On May 1, 2020, the Company issued 1,000,000 shares of its Series A preferred stock to Magenta Value Holdings, LLC resulting in a change in management of the entity. The Series A preferred shares have the right to cast 90% of the total votes with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The Series A preferred shares are not entitled to any dividends or liquidation preferences and are not convertible into shares of the Company’s common stock. Common Stock On January 19, 2022, the Company issued 330,000 shares of restricted common stock to Juddah Holdings LLC in consideration for consulting services. The shares were priced at $0.05. at a fair value of $19,800. On February 5, 2022, the Company issued 600,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.052. at a fair value of $30,000. On March 15, 2022, in a related-party transaction, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000. On June 27, 2022, the Company sold 2,000,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.05 per share. Proceeds from the private placement totaled $100,000. The entire $100,000 was paid in cash.4 On September 09, 2022, in a related-party transaction, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033. On September 5, 2022, the Company issued 550,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.034. at a fair value of $18,700. On September 27, 2022, in a related-party transaction, the Company issued 166,000 shares of restricted common stock to Richard Bowersock in consideration for consulting services. The shares were priced at $0.055. at a fair value of $9,130. On November 1, 2022, the Company sold 1,000,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.020 per share. Proceeds from the private placement totaled $20,000. The entire $20,000 was paid in cash. On November 7, 2022, in a related-party transaction, the Company issued Marcin Drwila 69,444 shares of restricted common stock in consideration for consulting services at a fair value of $2,958 at a stock price of $0.043. On January 5, 2023, the Company issued 5,000,000 shares of restricted common stock to Igala Commonwealth Limited Trust Company in consideration for consulting services. The shares were priced at $0.028 at a fair value of $140,000. On January 30, 2023, the Company sold 1,500,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.010 per share. Proceeds from the private placement totaled $15,000. On March 31, 2023, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $33,000 which was based on the day’s share closing price of $0.0165. This is a related party transaction. On March 31, 2023, the Company issued 1,000,000 shares of restricted common stock to Shereef Elkhafif in consideration for consulting services. The shares were valued based on the day’s closing price at $0.0155 and a fair value of $8,250. On April 6, 2023, the Company issued 500,000 shares of restricted common stock to various consultants in consideration for consulting services at a stock price of $0.017 per share and a fair value of $15,500. On April 10, 2023, the Company issued 1,500,000 shares of restricted common stock to various consultants in consideration for consulting services at a stock price of $0.0155 per share and a fair value of $38,750. On May 17, 2023, the Company issued 2,000,000 shares of restricted common stock to various consultants in consideration for consulting services at a stock price of $0.0135 per share and a fair value of $27,000. On July 1, 2023, the Company issued 3,000,000 shares of restricted common stock to David Graham at $0.005 per share. On July 1, 2023, the Company issued 4,000,000 shares of restricted common stock to Patrick Reininger at $0.0125 per share. On July 1, 2023, the Company issued 2,500,000 shares of restricted common stock to Hangar IA Global, LLC at $0.02 per share. On July 1, 2023, the Company issued 2,500,000 shares of restricted common stock to Lionheart Advisors, LLC at $0.02 per share. On July 1, 2023, the Company issued 2,500,000 shares of restricted common stock to Michelle Owen at $0.02 per share. On July 10, 2023, the Company issued 20,000,000 shares of common stock to Daniel Kim at $0.001 per share. On July 17, 2023, the Company issued 53,000,000 shares of restricted common stock to James E. Bradley at $0.0019 per share. |
NONCONTROLLLING INTEREST
NONCONTROLLLING INTEREST | 9 Months Ended |
Sep. 30, 2023 | |
NONCONTROLLLING INTEREST | |
NONCONTROLLLING INTEREST | 5. NON-CONTROLLING INTEREST Non-controlling interest in loss of consolidated subsidiaries was $0 and $26,246 for September 30, 2023 and December 31, 2022 respectively. The loss from non-controlling interest resulted in the legal and early construction expenses related to Blackbox Technologies and Systems Inc.’s commencement of the Michigan growth facility. The Company had a 51% equity interest in Blackbox Systems and Technologies LLC. On May 18, 2023, the Company sold the 51% equity interest in Blackbox Systems and Technologies LLC in exchange for cash and forgiveness of debt resulting in total deconsolidation of Blackbox from the Company. The total value of non-controlling interest at September 30, 2023 is $0 and $119,574 at December 31, 2022. |
SALE OF EQUITY INTERESTS IN BLA
SALE OF EQUITY INTERESTS IN BLACKBOX SUBSIDIARY | 9 Months Ended |
Sep. 30, 2023 | |
SALE OF EQUITY INTERESTS IN BLACKBOX SUBSIDIARY | |
SALE OF EQUITY INTERESTS IN BLACKBOX SUBSIDIARY | 6. SALE OF EQUITY INTERESTS IN BLACKBOX SUBSIDIARY Effective May 18, 2023, the Company entered into a Share Purchase Agreement with DMB LLC, a related party. The Company hereby sells 51% of the stock of the Blackbox Systems and Technologies LLC, as well as 80,000,000 common shares of Hero Technologies Inc. common stock, in exchange for $150,000. Additionally, Purchaser agrees to forgive the debt, owed to the Purchaser by the Seller, for the investment of $250,000 in Seller’s business. Cash payment and issuance of the Company’s share is divided in two installment dates. DMB, LLC made an initial payment amounting to $100,000. On May 31, 2023, the initial payment was received, and DMB LLC obtained its first installment of the Company's common stock, comprising 53,000,000 shares. Additionally, DMB LLC received 51% ownership of Blackbox Systems and Technologies LLC. The remaining balance of $50,000 will be due six months from the closing date. After the remaining $50,000 is paid to the Company, DMB LLC will receive the final installment of the Company's common stock, totaling 27,000,000 shares. This final $50,000 payment can be made at any time before the 6-month deadline. As a result of the share purchase agreement, the Company recorded a loss of $796,711 due to deconsolidation. |
PREPAIDS
PREPAIDS | 9 Months Ended |
Sep. 30, 2023 | |
PREPAIDS | |
PREPAIDS | 7. PREPAIDS Prepaids consisted primarily of OTC annual fees totaling $8,750 and $6,563 for September 30, 2023 and December 31, 2022 respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, PLANT, AND EQUIPMENT | |
PROPERTY, PLANT, AND EQUIPMENT | 9. PROPERTY, PLANT, AND EQUIPMENT Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The total value of property and equipment at September 30, 2023 is $2,843 and $604,329 at December 31, 2022. See Note 3 for the Assignment of Land Contract Agreement with DMB, LLC and Vassar Enterprises, LLC. September 30, 2023 December 31, 2022 Land (2022-2023) $ - $ 600,000 Furniture and Fixtures 5-7 Years (2021-current) 6,030 6,030 Computer Equipment and Software 3-5 Years (2021-current) 2,331 2,331 8,361 608,361 Less: accumulated depreciation (5,518 ) (4,032 ) $ 2,843 $ 604,329 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On October 15, 2023, the Company engaged Westmount Ventures Inc. for advisory and consultancy services. For the consideration of these services the Company adopted a Reverse Lehman deal involving the identification of potential deals of acquisition for the Company. Depending on the deal value Westmount Ventures Inc. shall receive a commission between 10% to 6.5% according to the terms of their Agreement. All compensation and expenses shall be paid in restricted stock of Hero Technologies Inc. i.e. the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis Of Presentation | These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. These statements include the accounts of the Company and its wholly owned subsidiaries Highly Relaxing LLC, Veteran Hemp Co (“Veteran”), and its majority owned subsidiary Blackbox Technologies and Systems (“Blackbox”). All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair presentation have been included. |
Accounts Receivable | Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company determined to write $620 of accounts receivable at the end of December 31, 2022. |
Notes Receivable - related party | The Company entered into a Share Purchase Agreement with DMB LLC, a related party, for $150,000. An initial payment of $100,000 has already been made, while the remaining $50,000 will be due in six months. Payment may be submitted at any time before the 6-month deadline. As of September 30, 2023, the notes receivable amount to $50,000, and $0 as of December 31, 2022. |
Property and Equipment | Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The total value of property and equipment at September 30, 2023 is $2,843 and $604,329 at December 31, 2022. |
Use of Estimates | The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors 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. |
Revenue Recognition | The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. |
Cash, Cash Equivalents | The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash totaled $82,013 and $34,325 at September 30, 2023 and December 31, 2022, respectively. The Company is exposed to a concentration of credit risk with respect to its cash deposits. The Company places cash deposits with highly rated financial institutions in the United States. At times, cash balances held in financial institutions may be more than insured limits. The Company believes the financial institutions are financially strong and the risk of loss is minimal. The Company has not experienced any losses with respect to the related risks and does not believe its exposure to such risks is more than normal. |
Fair Market Measurements | The Company estimates the fair values of financial and non-financial assets and liabilities under ASC Topic 820 “ Fair Value Measurements and Disclosures Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs. Inputs to valuation techniques are classified as either observable or unobservable within the following hierarchy: · Level 1 - quoted prices in active markets for identical assets or liabilities. · Level 2 - inputs other than quoted prices which are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). · Level 3 -unobservable inputs that reflect the Company's own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. In accordance with ASC Topic 820, valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at September 30, 2023. The Company uses the market approach technique to account for its financial instruments at fair value for the period ended September 30, 2023, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. The Company uses the market approach technique to account for its financial instruments at fair value for the period ended December 31, 2022, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. |
Income Taxes | Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company’s consolidated financial statements. |
Stock Based Compensation | The Company records compensation expenses in the consolidated financial statements for share based payments using the fair value method. The fair value of stock options granted to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of the stock options, the consideration paid is recorded as an increase in share capital. |
Other Comprehensive Income (Loss) | The Company reports and displays comprehensive income and loss and its components in the consolidated financial statements. For the periods ended September 30, 2023 and December 31, 2022, the only components of comprehensive income were foreign currency translation adjustments. |
Earnings (Loss) Per Share | The Company presents both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of Basic EPS for each period since the Company had no securities outstanding during periods in which the Company generated net income that were potentially dilutive. |
Recently Adopted Accounting Pronouncements | During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 81540).” ASC 2020-06 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-06 had no material impact on the Company’s consolidated financial statements. |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, PLANT, AND EQUIPMENT | |
Schedule Of Property Plant and Equipment | September 30, 2023 December 31, 2022 Land (2022-2023) $ - $ 600,000 Furniture and Fixtures 5-7 Years (2021-current) 6,030 6,030 Computer Equipment and Software 3-5 Years (2021-current) 2,331 2,331 8,361 608,361 Less: accumulated depreciation (5,518 ) (4,032 ) $ 2,843 $ 604,329 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Account receivable write off | $ 620 | |||
Property Plant and equipment, Net | $ 2,843 | 604,329 | ||
Cash | 82,013 | 34,325 | $ 128,629 | $ 174,477 |
Notes receivable | $ 50,000 | $ 0 | ||
DMB LLC [Member] | ||||
Description of share Purchase Agreement | The Company entered into a Share Purchase Agreement with DMB LLC, a related party, for $150,000. An initial payment of $100,000 has already been made, while the remaining $50,000 will be due in six months. Payment may be submitted at any time before the 6-month deadline. |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 12, 2023 | Nov. 07, 2022 | Nov. 07, 2022 | Sep. 09, 2022 | Mar. 15, 2022 | Oct. 13, 2021 | Oct. 01, 2021 | May 18, 2023 | Mar. 31, 2023 | Sep. 27, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Interest to Related Party | $ 0 | $ 15,000 | |||||||||||||
Sale of comman stock in exchange for shares | 53,000,000 | ||||||||||||||
Stock based compensation | $ 796,771 | ||||||||||||||
Stock Price | $ 0.081 | ||||||||||||||
Borrow funds | $ 200,000 | ||||||||||||||
Interest Expense | $ 15,000 | $ 0 | $ 0 | 18,311 | $ 37,912 | ||||||||||
Loss on disposal | $ 75,000 | $ 0 | $ 0 | $ (75,000) | $ 0 | ||||||||||
Common Stocks [Member] | |||||||||||||||
Issued for services, shares | 750,000 | ||||||||||||||
Stock Price | $ 0.081 | ||||||||||||||
DMB LLC [Member] | |||||||||||||||
Percentage of ownership, Sale | 51% | ||||||||||||||
Marcin Drwila | |||||||||||||||
Sale of comman stock in exchange for shares | 69,444 | ||||||||||||||
Stock Price | $ 0.043 | ||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 69,444 | ||||||||||||||
Consulting services at fair value | $ 2,958 | $ 2,958 | |||||||||||||
Social Media and Client Outreach [Member] | |||||||||||||||
Fair Value Of Common Stock | $ 50,000 | ||||||||||||||
Issued for services, shares | 632,912 | ||||||||||||||
Stock Price | $ 0.079 | ||||||||||||||
Topline Holdings Inc [Member] | |||||||||||||||
Fair Value Of Common Stock | $ 66,000 | $ 104,000 | |||||||||||||
Stock Price | $ 0.033 | ||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 2,000,000 | 2,000,000 | |||||||||||||
Priced Of Restricted Stock | $ 0.052 | ||||||||||||||
Richard Bowersock [Member] | |||||||||||||||
Fair Value Of Common Stock | $ 9,130 | ||||||||||||||
Stock Price | $ 0.055 | ||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 166,000 | ||||||||||||||
Topline Holdings Inc 1 [Member] | |||||||||||||||
Stock Price | $ 0.0165 | ||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 2,000,000 | ||||||||||||||
Consulting services at fair value | $ 33,000 | ||||||||||||||
Share Purchase Agreement [Member] | DMB LLC [Member] | |||||||||||||||
Comman stock in exchange for shares, Value | $ 150,000 | ||||||||||||||
Sale of comman stock in exchange for shares | 80,000,000 | ||||||||||||||
Comman stock in exchange for shares at fair value | $ 1,048,000 | ||||||||||||||
Percentage of ownership, Sale | 51% | ||||||||||||||
Closing share price | $ 0.0131 | ||||||||||||||
Stock based compensation | $ 796,771 | ||||||||||||||
Forgiveness of the debt | $ 250,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||
Jul. 10, 2023 | Jul. 02, 2023 | Apr. 10, 2023 | Apr. 06, 2023 | Jan. 05, 2023 | Nov. 07, 2022 | Nov. 07, 2022 | Nov. 01, 2022 | Sep. 09, 2022 | Sep. 05, 2022 | Mar. 15, 2022 | Feb. 05, 2022 | May 01, 2020 | Jul. 17, 2023 | May 17, 2023 | Mar. 31, 2023 | Jan. 30, 2023 | Sep. 27, 2022 | Jun. 27, 2022 | Jan. 19, 2022 | Sep. 30, 2023 | Jul. 01, 2023 | Apr. 17, 2023 | |
Common stock, shares sold | 53,000,000 | ||||||||||||||||||||||
Marcin Drwila | |||||||||||||||||||||||
Consulting services at fair value | $ 2,958 | $ 2,958 | |||||||||||||||||||||
Common stock, shares sold | 69,444 | ||||||||||||||||||||||
Stock Price | $ 0.043 | ||||||||||||||||||||||
Topline Holdings Inc [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.033 | $ 0.052 | $ 0.0165 | ||||||||||||||||||||
Fair Value Restricted Common Stock | $ 66,000 | $ 104,000 | $ 33,000 | ||||||||||||||||||||
Richard Bowersock [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 166,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.055 | ||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 9,130 | ||||||||||||||||||||||
Unrelated Accredited Investor [Member] | |||||||||||||||||||||||
Common stock, shares sold | 1,000,000 | 1,500,000 | 2,000,000 | ||||||||||||||||||||
Proceeds From Issuance Of Private Placement | $ 20,000 | $ 15,000 | $ 100,000 | ||||||||||||||||||||
Proceeds From The Private Placement Paid In Cash | $ 20,000 | $ 100,000 | |||||||||||||||||||||
Common stock, sold price | $ 0.020 | $ 0.010 | $ 0.05 | ||||||||||||||||||||
Shereef Elkhafif [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 1,000,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.0155 | ||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 8,250 | ||||||||||||||||||||||
Juddah Holdings LLC [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 330,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.05 | ||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 19,800 | ||||||||||||||||||||||
Jack Becker [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 550,000 | 600,000 | |||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.034 | $ 0.052 | |||||||||||||||||||||
Fair Value Restricted Common Stock | $ 18,700 | $ 30,000 | |||||||||||||||||||||
Various Consultants [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 1,500,000 | 500,000 | 2,000,000 | ||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.0155 | $ 0.017 | $ 0.0135 | ||||||||||||||||||||
Fair Value Restricted Common Stock | $ 38,750 | $ 15,500 | $ 27,000 | ||||||||||||||||||||
Igala Commonwealth Limited Trust [Member] | |||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.028 | ||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 140,000 | ||||||||||||||||||||||
Magenta Value Holdings, LLC [Member] | |||||||||||||||||||||||
Number Of Shares Issued Preferred Stock | 1,000,000 | ||||||||||||||||||||||
Right To Votes | 90% | ||||||||||||||||||||||
David Graham [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 20,000,000 | 3,000,000 | |||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.001 | $ 0.005 | |||||||||||||||||||||
Patrick Reininge [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 4,000,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | 0.0125 | ||||||||||||||||||||||
Hangar IA Global, LLC [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,500,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | 0.02 | ||||||||||||||||||||||
Lionheart Advisors, LLC [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,500,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | 0.02 | ||||||||||||||||||||||
Michelle Owen [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,500,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | 0.02 | ||||||||||||||||||||||
Daniel Kim [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,500,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | 0.02 | ||||||||||||||||||||||
James E. Bradley [Member] | |||||||||||||||||||||||
Issued Restricted Stock, shares | 2,500,000 | 53,000,000 | |||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.0019 | $ 0.02 |
NONCONTROLLLING INTEREST (Detai
NONCONTROLLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
May 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Non-controlling Interest | $ 0 | $ (119,574) | |
Loss from non controlling interest | 0 | 26,246 | |
Blackbox Systems and Technologies LLC [Member] | |||
Non-controlling Interest | $ 0 | $ 119,574 | |
Equity interest | 51% | 51% |
SALE OF EQUITY INTERESTS IN B_2
SALE OF EQUITY INTERESTS IN BLACKBOX SUBSIDIARY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2023 | May 18, 2023 | Sep. 30, 2023 | |
Sale of comman stock in exchange for shares | 53,000,000 | ||
Loss due to deconsolidation | $ (796,711) | ||
DMB LLC [Member] | |||
Percentage of ownership, Sale | 51% | ||
Initial payment amount | $ 100,000 | ||
Remaining balance | $ 50,000 | ||
First installment of Company's common stock comprising shares | 53,000,000 | ||
Remaining balance paid to the Company | $ 50,000 | ||
Issurance of total common stock, shares | 27,000,000 | ||
Final payment | $ 50,000 | ||
Blackbox Systems and Technologies LLC [Member] | |||
Percentage of ownership, Sale | 51% | ||
Comman stock in exchange for shares, Value | $ 150,000 | ||
Sale of comman stock in exchange for shares | 80,000,000 | ||
Forgiveness of the debt | $ 250,000 |
PREPAIDS (Details Narrative)
PREPAIDS (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
PREPAIDS | ||
Prepaid Expenses | $ 8,750 | $ 6,563 |
PROPERTY PLANT AND EQUIPMENT (D
PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property Plant and equipment, Gross | $ 8,361 | $ 608,361 |
Less: accumulated depreciation | (5,518) | (4,032) |
Property Plant and equipment, Net | 2,843 | 604,329 |
Furniture and Fixtures | ||
Property Plant and equipment, Gross | $ 6,030 | 6,030 |
Furniture and Fixtures | Minimum | ||
Useful life | 5 years | |
Furniture and Fixtures | Maximum | ||
Useful life | 7 years | |
Computer Equipment and Software | ||
Property Plant and equipment, Gross | $ 2,331 | 2,331 |
Computer Equipment and Software | Minimum | ||
Useful life | 3 years | |
Computer Equipment and Software | Maximum | ||
Useful life | 5 years | |
Land | ||
Property Plant and equipment, Gross | $ 0 | $ 600,000 |
PROPERTY PLANT AND EQUIPMENT _2
PROPERTY PLANT AND EQUIPMENT (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
PROPERTY, PLANT, AND EQUIPMENT | ||
Property Plant and equipment, Net | $ 2,843 | $ 604,329 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Oct. 15, 2023 |
Subsequent Event [Member] | |
Commission Description | Westmount Ventures Inc. shall receive a commission between 10% to 6.5% according to the terms of their Agreement |