Cover
Cover | 9 Months Ended |
Sep. 30, 2024 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Registrant Name | Go Green Global Technologies Corp. |
Entity Central Index Key | 0001378866 |
Entity Primary SIC Number | 3990 |
Entity Tax Identification Number | 46-0853279 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 22 Kenosia Avenue |
Entity Address, Address Line Two | Unit 9 |
Entity Address, City or Town | Danbury |
Entity Address, State or Province | CT |
Entity Address, Postal Zip Code | 06810 |
City Area Code | 866 |
Local Phone Number | 847-3366 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 3,445 | $ 33,453 |
Accounts receivable | 6,674 | 0 |
Prepaid expenses and other current assets | 3 | 0 |
Total current assets | 13 | 33,453 |
Fixed assets, net | 3,903 | 5,921 |
Deposits | 6,000 | 6,000 |
Operating lease right-of-use asset | 78,937 | 0 |
Total other assets | 88,840 | 11,921 |
Total assets | 102,459 | 45,374 |
Current liabilities: | ||
Accounts payable | 822,038 | 601,631 |
Accrued interest | 77,741 | 37,804 |
Accrued expenses | 163,640 | 163,640 |
Notes payable (net of debt discount of $24,525 and $15,608, respectively) | 927,483 | 982,626 |
Common stock to be issued | 125,160 | 41,197 |
Loans from officer | 10,309 | 10,309 |
Current portion of operating lease liability | 11,859 | 0 |
Total current liabilities | 2,138,230 | 1,837,207 |
Operating lease liability, net of current portion | 67,369 | 0 |
Total long-term liabilities | 67,369 | 0 |
Total liabilities | 2,205,599 | 1,837,207 |
Commitments and contingencies (see Note 11) | ||
Stockholders’ deficit | ||
Preferred stock, value | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 and 125,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; and 97,380,590 and 89,101,468 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively | 97,381 | 89,102 |
Additional paid-in capital | 8,390,869 | 7,289,183 |
Accumulated deficit | (10,598,590) | (9,177,318) |
Total stockholders' deficit | (2,103,140) | (1,791,833) |
Total liabilities and stockholders' deficit | 102,459 | 45,374 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | 4,200 | 4,200 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | $ 3,000 | $ 3,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Notes payable, net of debt discount | $ 24,525 | $ 15,608 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 25,000,000 | 25,000,000 |
Preferred stock, shares undesignated | 11,000,000 | 11,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 125,000,000 |
Common stock, shares issued | 97,380,590 | 89,101,468 |
Common stock, shares outstanding | 97,380,590 | 89,101,468 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 9,000,000 | 9,000,000 |
Preferred stock, shares issued | 4,200,000 | 4,200,000 |
Preferred stock, shares outstanding | 4,200,000 | 4,200,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Income Statement [Abstract] | ||
Product Revenue | $ 16,674 | $ 0 |
Costs of goods sold | (16,674) | 0 |
Gross Profit | 0 | 0 |
Operating expenses: | ||
General and administrative | 619,985 | 385,354 |
Research and development | 0 | 625,000 |
Depreciation | 2,018 | 2,016 |
Total operating expenses | 622,003 | 1,012,370 |
Loss from operations | (622,003) | (1,012,370) |
Other (expense) income: | ||
Interest expense | (839,890) | (1,427,495) |
Gain (loss) on debt settlements | 40,621 | (120,000) |
Total other expense | (799,269) | (1,547,495) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,421,272) | $ (2,559,865) |
Per share data | ||
Net loss per share - basic | $ (0.02) | $ (0.03) |
Net loss per share - diluted | $ (0.02) | $ (0.03) |
Weighted average shares outstanding - basic | 94,145,436 | 77,521,969 |
Weighted average shares outstanding - diluted | 94,145,436 | 77,521,969 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit Unaudited - USD ($) | Series A Convertible Preferred Stock [Member] | Series B Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 5,176 | $ 3,000 | $ 72,644 | $ 4,543,230 | $ (5,723,135) | $ (1,099,085) |
Beginning balance, shares at Dec. 31, 2022 | 5,176,000 | 3,000,000 | 72,644,160 | |||
Common stock sold | $ 2,000 | 98,000 | 100,000 | |||
Common stock sold, shares | 2,000,000 | |||||
Common stock issued in connection with debt financing | $ 8,010 | 946,593 | 954,603 | |||
Common stock issued in connection with debt financing, shares | 8,010,000 | |||||
Common stock issued for acquisition of technology | $ 5,000 | 463,850 | 468,850 | |||
Common stock issued for acquisition of technology, shares | 5,000,000 | |||||
Common stock issued to employees for compensation | $ 50 | 6,200 | 6,250 | |||
Common stock issued to employees for compensation, shares | 50,000 | |||||
Common stock issued to vendors for services | $ 380 | 44,919 | 45,299 | |||
Common stock issued to vendors for services, shares | 380,430 | |||||
Common stock issued in connection with extinguishment of notes payable | $ 2,000 | 218,000 | 220,000 | |||
Common stock issued in connection with extinguishment of notes payable, shares | 2,000,000 | |||||
Conversion of Convertible Preferred stock into common stock | (976) | $ 976 | ||||
Common stock warrants issued for services | 47,263 | 47,263 | ||||
Net loss | (2,559,865) | (2,559,865) | ||||
Conversion of Convertible Preferred stock into common stock, shares | (976,000) | |||||
Conversion of Convertible Preferred stock into common stock, shares | 976,000 | |||||
Cancellation of shares returned by shareholders | $ (5,000) | 5,000 | ||||
Cancellation of shares returned by shareholders, shares | (5,000,000) | |||||
Issuance of warrants in connection with AJB Note | 225,000 | 225,000 | ||||
Warrants issued in connection with AJB loan amendment | 219,375 | 219,375 | ||||
Ending balance, value at Sep. 30, 2023 | $ 4,200 | $ 3,000 | $ 86,060 | 6,817,430 | (8,283,000) | (1,372,310) |
Ending balance, shares at Sep. 30, 2023 | 4,200,000 | 3,000,000 | 86,060,590 | |||
Beginning balance, value at Dec. 31, 2023 | $ 4,200 | $ 3,000 | $ 89,102 | 7,289,183 | (9,177,318) | (1,791,833) |
Beginning balance, shares at Dec. 31, 2023 | 4,200,000 | 3,000,000 | 89,101,468 | |||
Common stock sold | $ 1,000 | 149,000 | 150,000 | |||
Common stock sold, shares | 1,000,000 | |||||
Common stock issued in connection with debt financing | $ 1,795 | 158,630 | 160,425 | |||
Common stock issued in connection with debt financing, shares | 1,795,000 | |||||
Common stock issued to employees for compensation | $ 220 | 24,265 | 24,485 | |||
Common stock issued to employees for compensation, shares | 220,000 | |||||
Common stock issued to vendors for services | $ 1,044 | 114,124 | 115,168 | |||
Common stock issued to vendors for services, shares | 1,044,122 | |||||
Common stock shares issued as extinguishment of notes payable | $ 1,770 | 126,180 | 127,950 | |||
Common stock shares issued as extinguishment of notes payable, shares | 1,770,000 | |||||
Common stock issued in connection with AJB 2023 note amendment | $ 1,500 | 189,750 | 191,250 | |||
Common stock issued in connection with AJB 2023 note amendment, shares | 1,500,000 | |||||
Common stock issued in connection with debt forgiveness | $ 450 | 45,675 | 46,125 | |||
Common stock issued in connection with debt forgiveness, shares | 450,000 | |||||
Common stock issued in connection with issuance of AJB 2024 note | $ 500 | 25,481 | 25,981 | |||
Common stock issued in connection with issuance of AJB 2024 note, shares | 500,000 | |||||
Common stock warrants issued for services | 223 | 223 | ||||
Common stock warrants issued in connection with debt financing | 268,358 | 268,358 | ||||
Net loss | (1,421,272) | (1,421,272) | ||||
Ending balance, value at Sep. 30, 2024 | $ 4,200 | $ 3,000 | $ 97,381 | $ 8,390,869 | $ (10,598,590) | $ (2,103,140) |
Ending balance, shares at Sep. 30, 2024 | 4,200,000 | 3,000,000 | 97,380,590 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,421,272) | $ (2,559,865) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,018 | 1,974 |
Common stock issued for and to be issued for services | 76,668 | 45,299 |
Common stock issued for compensation | 24,485 | 6,250 |
Common stock warrants issued for services | 0 | 47,263 |
Common stock issued for acquisition of technology | 0 | 468,850 |
Financings issued in exchange for professional services | 9,223 | 0 |
Non-cash interest expenses | 768,131 | 1,302,984 |
(Gain) loss on extinguishment of debt | (40,621) | 120,000 |
Changes in operating asset and liability account balances: | ||
Accounts receivable | (6,674) | 6,635 |
Prepaid expenses and other current assets | (3,500) | 3,599 |
Right of use asset | 1,934 | 0 |
Due to related party | 0 | 7,938 |
Accrued interest | 39,936 | 21,708 |
Accounts payable and accrued expenses | 255,407 | 0 |
Lease liability | (1,643) | |
Total adjustments | 1,125,364 | 2,032,500 |
Net cash used in operating activities | (295,908) | (527,365) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 150,000 | 100,000 |
Proceeds from notes payable | 174,000 | 726,525 |
Payment of notes payable | (58,100) | (300,000) |
Net cash provided by financing activities | 265,900 | 526,525 |
Net decrease in cash | (30,008) | (840) |
Cash at beginning of period | 33,453 | 1,072 |
Cash at end of period | 3,445 | 232 |
Supplemental Schedule of Cash Flow Information: | ||
Cash paid for interest | 25,775 | 26,050 |
Cash paid for income taxes | 0 | 0 |
Supplemental Schedules of Noncash Investing and Financing Activities: | ||
Establishment of ROU asset and lease liability | 80,871 | 0 |
Issuance of common stock in connection with settlement of debt | 105,000 | 220,000 |
Issuance of common stock in connection with promissory notes | 160,425 | 954,603 |
Issuance of warrants in connection with the promissory notes | 268,358 | 444,375 |
Common stock to be issued in prior year, issued during the year | $ 38,500 | $ 30,500 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | NOTE 1 – ORGANIZATION AND OPERATIONS Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc. Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet. Going Concern Basis of Accounting The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $ 10,598,590 The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty. Uncertainty Due to Geopolitical Events The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the nine months ended September 30, 2024, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. Leases The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Revenue The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024. The Company recognizes revenue after applying the following five steps: 1) Identification of the contract, or contracts, with a customer, 2) Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3) Determination of the transaction price, including the constraint on variable consideration 4) Allocation of the transaction price to the performance obligations in the contract; and 5) Recognition of revenue when, or as, performance obligations are satisfied. Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Advertising Costs Advertising and promotion costs are expensed incurred. The Company has no Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $ 0 625,000 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price. Net loss per Common Share Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of 31,558,113 28,618,113 Schedule of anti-dilutive securities September 30, 2024 December 31, 2023 Warrants 27,358,113 24,418,113 Series A Convertible preferred stock 4,200,000 4,200,000 Total 31,558,113 28,618,113 Related Party Transactions Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party. The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company. Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows. Accounting Pronouncements Issued but not yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements. Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2024 | |
Leases | |
LEASES | NOTE 4 – LEASES On July 22, 2024, we entered into an operating lease agreement for the principal offices are located at 22 Kenosia Avenue, Danbury, Connecticut, 06810. We pay $ 1,750 July 31, 2029 The right-of-use asset and lease liability for the operating lease consisted of the following: Schedule of right-of-use asset and lease liability for operating lease September 30, 2024 December 31, 2023 Operating right-of-use asset $ 78,937 $ – Lease liability (current and long-term) $ (79,228 ) $ – As of September 30, 2024, the weighted average remaining lease term was 4.83 13.85 The components of lease expense included on the Company’s statements of operation were as follows: Schedule of components of lease expense Operating Lease Expense: Expense Classification: For the nine months ended Amortization of ROU asset General and Administrative $ 1,934 Accretion of operating lease liability General and Administrative 1,857 Total operating lease expense $ 3,791 The future minimum lease payments required under leases for the nine months ended September 30, 2024 were as follows: Schedule of future minimum lease payments Year ended December 31, Operating Lease Obligations 2024 (remainder of year) $ 5,250 2025 21,350 2026 22,204 2027 23,092 2028 24,016 Thereafter 14,331 Total undiscounted operating lease payments 110,243 Less: Imputed interest (31,015 ) Present value of operating lease liability $ 79,228 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE AJB 2022, 2023 and 2024 Notes On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $ 300,000 30,000 1,000,000 3,076,923 270,000 The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent ( 12 During the year ended December 31, 2023, the Company recorded interest expense on the AJB 2022 Note of approximately $ 238,482 34,500 173,982 30,000 The AJB 2022 warrants issued with the note (i) have an exercise price of $ 0.20 5 The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $ 134,384 42,675 96,018 177,059 300,000 3,750 On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 0.01 5 225,000 The AJB 2022 Note and related accrued interest totaling $ 314,500 On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $ 300,000 30,000 9,000,000 270,000 The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent ( 12 The AJB 2023 warrants issued with the note (i) have an exercise price of $ 0.001 5 The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2023 Warrants was $ 219,375 166,381 On June 7, 2024, the Company and AJB Capital Investments entered into the First Amendment to the Promissory Note, effectively extending the maturity of the 2023 AJB Note to November 8, 2024 and agreeing to issue the noteholder 1,500,000 0.13 191,250 300,000 On August 6, 2024, the Company entered into a Securities Agreement (the “2024 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $ 90,000 9,000 500,000 0.09 44,500 81,000 The AJB 2024 Note bears interest on the unpaid principal balance at a rate equal to twelve percent ( 12 The Company accounted for the 2024 AJB Note and the 2024 AJB Commitment Fee Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2024 Commitment Fee Shares are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2024 Commitment Fee Shares was $ 25,981 34,981 65,475 24,525 July 16, 2024 Note On July 16, 2024, the Company entered into a 30-day promissory note with a lender for $ 27,000 10 August 15, 2024 On August 15, 2024, the Company and the July 2024 lender entered into a Debt Release agreement to release and convert the total principal of $ 27,000 270,000 0.08 4,050 The current balance of the July 2024 note as of September 30, 2024 was $ 0 April 22, 2024 Note On April 22, 2024, the Company entered into a 90-day promissory note with a lender for $ 30,000 900 July 21, 2024 to October 21, 2024 As of September 30, 2024, the net carrying amount of the April 22, 2024 Note was $ 30,000 April 2024 Note On April 2, 2024, the Company entered into a promissory unsecured loan agreement for $ 45,000 10 initial maturity of 30 days 200,000 16,000 During the nine months ended September 30, 2024, the Company entered into two amendments to the April 2024 Note, ultimately extending the maturity date to November 30, 2024 200,000 14,483 300,000 37,770 600,000 59,483 February 1, 2024 Consolidated Notes On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $ 217,525 10 470,000 32,900 2,000,000 0.10 3 670,000 The Cancellation and Consolidation Agreement was amended on May 9, 2024 to extend payment due dates for a number of specific notes covered by the agreement and to include provisions for penalty shares to be issued if payments are not made as such. On February 1, 2024, the Company entered into a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note. At the time of the Agreement, the lender had $ 230,000 150,000 1,500,000 0.07 45,000 The remaining $ 80,000 November 1, 2024 10 January 2023 Note On January 31, 2023, the Company entered into a promissory unsecured loan agreement for $ 50,000 10 60 days 150,000 18,000 December 31, 2023 17,525 1,850,000 196,600 67,525 On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $ 217,525 January, March, and December 2023 Notes On January 12, 2023, the Company entered into a promissory unsecured loan agreement for $ 50,000 150,000 30,000 10 45 days 30 days 90 days 375,000 54,983 January 10, 2024 January 12, 2024 3,375,000 378,000 230,000 On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $ 150,000 80,000 November 1, 2024 March 9, 2023 Note On March 9, 2023, the Company entered into a promissory unsecured loan agreement for $ 150,000 no 30 days 250,000 33,117 February 11, 2024 1,750,000 225,000 150,000 The Company is currently negotiating with the lender to extend the maturity of the March 9, 2023 Note. August 2023 Note On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $ 14,000 1,000 14,000 The August 2023 Note was repaid in full on February 21, 2024. September 2023 Note On September 6, 2023, the Company entered into a promissory unsecured loan agreement for $ 25,000 1,000 21 days 75,000 6,203 January 25, 2024 200,000 28,000 25,000 The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note. October 2023 Note On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $ 45,000 900 1,350 45,000 The October 2023 Note was repaid in full on March 1, 2024. November 2023 Notes On November 1, 2023, the Company issued an unsecured promissory note in the amount of $ 50,000 10 May 1, 2024 750,000 125,000 23,684 250,000 20,000 50,000 On November 17, 2023, the Company entered into another unsecured promissory note for an additional $ 50,000 10 January 1, 2024 187,500 14,602 On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07. November 2022 Note On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $ 30,000 10 October 17, 2022 20,000 10 50,000 13,768 On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $ 50,000 January 2, 2023 50,000 8,500 100,000 50,000 As of December 31, 2023 and 2022, the net carrying amount of the November 2022 Note was $ 50,000 The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023 On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $ 150,000 80,000 November 1, 2024 November 10, 2022 Note On November 10, 2022, the Company entered into a promissory unsecured loan agreement for $ 100,000 10 December 10, 2022 150,000 14,163 January 10, 2023 150,000 25,500 100,000 On February 28, 2023, the Company entered into a mutual release agreement with the lender to issue to the lender 2,000,000 0.11 120,000 March 2015 Note On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $ 40,000 65,000 10 On June 30, 2022, the Company entered into a release agreement with the lender to issue to the lender 3,200,000 65,000 293,362 0.04 128,000 1,000,000 0.20 5 39,988 190,374 As of September 30, 2024, and December 31, 2023, notes payable consisted of the following: Schedule of notes payable September 30, 2024 December 31, 2023 Notes payable $ 952,008 $ 998,234 Unamortized debt discount $ (24,525 ) $ (15,608 ) Less: current portion, net (927,483 ) (982,626 ) Long-term notes payable, net $ – $ – |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Sep. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 6 – ACCOUNTS PAYABLE As of September 30, 2024, and December 31, 2023, the Company had $ 822,038 601,631 On June 14, 2024, the Company entered into a Debt Release agreement with a vendor to release $ 35,000 450,000 0.10 11,125 |
COMMON STOCK TO BE ISSUED
COMMON STOCK TO BE ISSUED | 9 Months Ended |
Sep. 30, 2024 | |
Common Stock To Be Issued | |
COMMON STOCK TO BE ISSUED | NOTE 7 – COMMON STOCK TO BE ISSUED As of September 30, 2024, and December 31, 2023, the Company’s outstanding liability in connection to common stock to be issued was $ 125,160 41,197 The balance of $ 125,160 800,000 600,000 60,000 The balance of $ 41,197 500,000 350,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Authorized Authorized capital stock as of September 30, 2024, and December 31, 2023, consists of 500,000,000 125,000,000 0.001 25,000,000 0.001 On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from 125,000,000 500,000,000 Preferred Stock The Company has designated the issuance of 9,000,000 5,000,000 Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock. Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders. Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock. On May 29, 2024, the Company filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order. On June 3, 2024, the Company filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $ 2,000,000 As of September 30, 2024, and December 31, 2023, there were 4,200,000 3,000,000 Common stock issuances On February 13, 2024, the Company sold 1,000,000 150,000 On January 31, 2023, the Company sold 2,000,000 100,000 On February 16, 2023, in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 360,000 125,000 On February 28, 2023, the Company issued 2,000,000 120,000 On March 31, 2023, the Company received back a share certificate for 5,000,000 On April 25, 2023, the Company issued additional 2,000,000 260,000 During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,795,000 8,010,000 160,425 954,603 During the periods ended September 30, 2024 and 2023, the Company issued in aggregate of 220,000 50,000 24,485 6,250 During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,044,122 380,430 115,168 45,299 During the period ended September 30, 2024, the Company issued an aggregate of 450,000 46,125 During the period ended September 30, 2024, the Company issued an aggregate of 1,770,000 127,950 During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 191,250 During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 105,000 During the period ended September 30, 2024, the Company issued an aggregate of 500,000 25,981 As of September 30, 2024, and December 31, 2023, the Company had 97,380,590 89,101,468 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 9 – WARRANTS Warrant grants issued with debt financing On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $ 300,000 30,000 9,000,000 The AJB 2023 Warrants issued with the note (i) have an exercise price of $ 0.001 5 The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2023 Warrants were $ 219,375 166,381 Warrant grants issued in exchange of services During the nine months ended September 30, 2024, the Company issued warrants to purchase an aggregate of 3,670,000 268,358 The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance. During the nine months ended September 30, 2024, the Company also issued warrants to purchase 20,000 223 The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance. During the year ended December 31, 2023, the Company issued warrants to purchase an aggregate of 916,456 101,829 The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. Schedule of warrant activity Weighted Weighted Average Average Contractual Number of Exercise Term Warrants Price (Years) Balance outstanding at December 31, 2022 13,527,113 $ 0.05 4.39 Granted 10,891,000 0.00 5.00 Exercised – – – Expired/Canceled – – – Balance outstanding at December 31, 2023 24,418,113 $ 0.05 3.81 Granted 3,690,000 $ 0.10 3.00 Exercised – – – Expired/Canceled (300,000 ) (0.05 ) – Balance outstanding at September 30, 2024 27,808,113 $ 0.06 3.05 Exercisable at September 30, 2024 27,808,113 $ 0.06 3.05 The fair values of warrants granted during the nine months ended September 30, 2024 and 2023 were estimated using Black-Scholes option-pricing model with the following assumptions: Schedule of estimated using black-scholes option-pricing model For the nine months ended September 30, 2024 2023 Exercise Price $ 0.10 $ 0.01 0.55 Risk-free interest rates 3.96 4.43 3.41 4.45 Expected life (in years) 3.05 5.00 Expected volatility 303 311 278 324 Dividend yield 0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Due to related parties As of September 30, 2024, and December 31, 2023, the Company had an amount due to an office of the Company in the amount of $ 10,309 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2024, and December 31, 2023, no amounts have been accrued related to such indemnification provisions. From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. Asset purchase agreement The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to Seller a total of $ 500,000 (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. 3,000,000 360,000 125,000 2,000,000 260,000 50,000 625,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On September 30, 2024, the Company extended its promissory note with the April 2024 noteholder to November 30, 2024. As consideration for this extension, the Company has agreed to issue up to 400,000 shares for the full 60-day extension at the time of maturity. These shares were subsequently issued on October 1, 2024. On October 1, 2024, the Company issued 85,000 shares of common stock to its director in connection with the director’s agreement. On October 1, 2024, the Company issued 9,670 shares of common stock to a vendor in connection with legal services rendered. On October 10, 2024, the Company issued 8,156 shares of common stock to a vendor in connection to legal services rendered. On October 21, 2024, the Company extended its promissory note with the April 22, 2024 noteholder to December 21, 2024. As consideration for this extension, we issued 50,000 shares at a price of $0.08. On November 1, 2024, the Company issued 875,000 shares of common stock to an employee in connection with their employment agreement. The shares were issued at $0.05. On November 1, 2024, the Company entered into a securities purchase agreement with AJB Capital Investments LLC for a principal amount of $45,000, carrying 12% interest, and an amount of 3.6M shares reserved in the event of conversion, maturing on December 31, 2024. The Company received $35,500, net of an original issue discount of $4,500 and $5,000 in legal fees. On November 5, 2024, the Company issued 6,627 shares of common stock to the vendor in connection with legal services rendered. The shares were issued at $0.05. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. |
Leases | Leases The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. |
Revenue | Revenue The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024. The Company recognizes revenue after applying the following five steps: 1) Identification of the contract, or contracts, with a customer, 2) Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3) Determination of the transaction price, including the constraint on variable consideration 4) Allocation of the transaction price to the performance obligations in the contract; and 5) Recognition of revenue when, or as, performance obligations are satisfied. Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. |
Advertising Costs | Advertising Costs Advertising and promotion costs are expensed incurred. The Company has no |
Research and Development | Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $ 0 625,000 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. |
Warrants | Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price. |
Net loss per Common Share | Net loss per Common Share Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of 31,558,113 28,618,113 Schedule of anti-dilutive securities September 30, 2024 December 31, 2023 Warrants 27,358,113 24,418,113 Series A Convertible preferred stock 4,200,000 4,200,000 Total 31,558,113 28,618,113 |
Related Party Transactions | Related Party Transactions Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party. The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows. Accounting Pronouncements Issued but not yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements. Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive securities | Schedule of anti-dilutive securities September 30, 2024 December 31, 2023 Warrants 27,358,113 24,418,113 Series A Convertible preferred stock 4,200,000 4,200,000 Total 31,558,113 28,618,113 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Leases | |
Schedule of right-of-use asset and lease liability for operating lease | Schedule of right-of-use asset and lease liability for operating lease September 30, 2024 December 31, 2023 Operating right-of-use asset $ 78,937 $ – Lease liability (current and long-term) $ (79,228 ) $ – |
Schedule of components of lease expense | Schedule of components of lease expense Operating Lease Expense: Expense Classification: For the nine months ended Amortization of ROU asset General and Administrative $ 1,934 Accretion of operating lease liability General and Administrative 1,857 Total operating lease expense $ 3,791 |
Schedule of future minimum lease payments | Schedule of future minimum lease payments Year ended December 31, Operating Lease Obligations 2024 (remainder of year) $ 5,250 2025 21,350 2026 22,204 2027 23,092 2028 24,016 Thereafter 14,331 Total undiscounted operating lease payments 110,243 Less: Imputed interest (31,015 ) Present value of operating lease liability $ 79,228 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable September 30, 2024 December 31, 2023 Notes payable $ 952,008 $ 998,234 Unamortized debt discount $ (24,525 ) $ (15,608 ) Less: current portion, net (927,483 ) (982,626 ) Long-term notes payable, net $ – $ – |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Weighted Weighted Average Average Contractual Number of Exercise Term Warrants Price (Years) Balance outstanding at December 31, 2022 13,527,113 $ 0.05 4.39 Granted 10,891,000 0.00 5.00 Exercised – – – Expired/Canceled – – – Balance outstanding at December 31, 2023 24,418,113 $ 0.05 3.81 Granted 3,690,000 $ 0.10 3.00 Exercised – – – Expired/Canceled (300,000 ) (0.05 ) – Balance outstanding at September 30, 2024 27,808,113 $ 0.06 3.05 Exercisable at September 30, 2024 27,808,113 $ 0.06 3.05 |
Schedule of estimated using black-scholes option-pricing model | Schedule of estimated using black-scholes option-pricing model For the nine months ended September 30, 2024 2023 Exercise Price $ 0.10 $ 0.01 0.55 Risk-free interest rates 3.96 4.43 3.41 4.45 Expected life (in years) 3.05 5.00 Expected volatility 303 311 278 324 Dividend yield 0 0 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 10,598,590 | $ 9,177,318 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2024 | Dec. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 31,558,113 | 28,618,113 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 27,358,113 | 24,418,113 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,200,000 | 4,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Material advertising expenses | $ 0 | $ 0 | |
Research and development cost | $ 0 | $ 625,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,558,113 | 28,618,113 |
LEASES (Details - Right of use)
LEASES (Details - Right of use) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Operating right-of-use asset | $ 78,937 | $ 0 |
Lease liability (current and long-term) | $ (79,228) | $ 0 |
LEASES (Details - Components of
LEASES (Details - Components of lease expense) | 9 Months Ended |
Sep. 30, 2024 USD ($) | |
Total operating lease expense | $ 3,791 |
General and Administrative Expense [Member] | |
Amortization of ROU asset | 1,934 |
Accretion of operating lease liability | $ 1,857 |
LEASES (Details - Future minimu
LEASES (Details - Future minimum lease payments) | Sep. 30, 2024 USD ($) |
Leases | |
2024 (remainder of year) | $ 5,250 |
2025 | 21,350 |
2026 | 22,204 |
2027 | 23,092 |
2028 | 24,016 |
Thereafter | 14,331 |
Total undiscounted operating lease payments | 110,243 |
Less: Imputed interest | (31,015) |
Present value of operating lease liability | $ 79,228 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Sep. 30, 2024 USD ($) | |
Leases | |
Rent per month | $ 1,750 |
Expire date | Jul. 31, 2029 |
Weighted average remaining lease term | 4 years 9 months 29 days |
Weighted average discount rate | 13.85% |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 952,008 | $ 998,234 |
Unamortized debt discount | (24,525) | (15,608) |
Less: current portion, net | (927,483) | (982,626) |
Long-term notes payable, net | $ 0 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Aug. 15, 2024 | Aug. 06, 2024 | Jul. 16, 2024 | Jun. 07, 2024 | Apr. 22, 2024 | Feb. 01, 2024 | Dec. 20, 2023 | Nov. 17, 2023 | Nov. 01, 2023 | Oct. 04, 2023 | Sep. 06, 2023 | Aug. 11, 2023 | May 05, 2023 | Mar. 09, 2023 | Mar. 06, 2023 | Mar. 01, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Dec. 10, 2022 | Nov. 18, 2022 | Nov. 10, 2022 | Oct. 03, 2022 | Sep. 17, 2022 | Aug. 06, 2022 | Jun. 30, 2022 | Feb. 18, 2022 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2024 | Apr. 02, 2024 | Feb. 28, 2023 | Mar. 01, 2015 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Exercise price | $ 0.001 | |||||||||||||||||||||||||||||||||
Current balance | $ 927,483 | $ 982,626 | ||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | 40,621 | $ (120,000) | ||||||||||||||||||||||||||||||||
Lender [Member] | July 2024 Note [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 27,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Maturity date | Aug. 15, 2024 | |||||||||||||||||||||||||||||||||
Current balance | 0 | |||||||||||||||||||||||||||||||||
Lender [Member] | April 22, 2024 Note [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | 30,000 | |||||||||||||||||||||||||||||||||
Fixed interest payment | $ 900 | |||||||||||||||||||||||||||||||||
Maturity date | July 21, 2024 to October 21, 2024 | |||||||||||||||||||||||||||||||||
Lender [Member] | August 2023 Notes [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 14,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | 14,000 | |||||||||||||||||||||||||||||||||
Fixed interest payment | $ 1,000 | |||||||||||||||||||||||||||||||||
Lender [Member] | October 2023 Notes [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 45,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | 45,000 | |||||||||||||||||||||||||||||||||
Fixed interest payment | 1,350 | |||||||||||||||||||||||||||||||||
Loan origination fee | $ 900 | |||||||||||||||||||||||||||||||||
Individual Lender [Member] | November 2023 Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||||||||
Net carrying amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 187,500 | 750,000 | 250,000 | |||||||||||||||||||||||||||||||
Maturity date | Jan. 01, 2024 | May 01, 2024 | ||||||||||||||||||||||||||||||||
Common stock share issued per month | 125,000 | |||||||||||||||||||||||||||||||||
Individual Lender [Member] | March 2015 Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 1,000,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||||||||||||||||||||
Exercise term | 5 years | |||||||||||||||||||||||||||||||||
Aggregate outstanding accrued interest | $ 293,362 | |||||||||||||||||||||||||||||||||
Common stock share issued | 3,200,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.04 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 128,000 | |||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 190,374 | |||||||||||||||||||||||||||||||||
Increasing principal amount | 65,000 | $ 65,000 | ||||||||||||||||||||||||||||||||
Total fair value of the warrant | $ 39,988 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate gross proceeds | $ 270,000 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | 300,000 | |||||||||||||||||||||||||||||||||
Original issue discount | $ 30,000 | |||||||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||||||
Interest expense | $ 238,482 | |||||||||||||||||||||||||||||||||
Allocated value | $ 96,018 | |||||||||||||||||||||||||||||||||
Debt issuance cost | $ 225,000 | $ 177,059 | ||||||||||||||||||||||||||||||||
Net carrying amount | 300,000 | |||||||||||||||||||||||||||||||||
Aggregate outstanding accrued interest | 3,750 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Interest Paid [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | 34,500 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Original Issued Debt Discount [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | 173,982 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Originally Issued Discount [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | 30,000 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Warrants [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 1,000,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||||||||||||||||||||
Exercise term | 5 years | |||||||||||||||||||||||||||||||||
Allocated value | $ 42,675 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Stock issued new, shares | 3,076,923 | |||||||||||||||||||||||||||||||||
Allocated value | $ 134,384 | |||||||||||||||||||||||||||||||||
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Repayment of debt | $ 314,500 | |||||||||||||||||||||||||||||||||
2023 SA [Member] | AJB Capital Investment LLC [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate gross proceeds | $ 270,000 | |||||||||||||||||||||||||||||||||
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Warrants [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 9,000,000 | 1,500,000 | ||||||||||||||||||||||||||||||||
Exercise price | $ 0.001 | $ 0.01 | ||||||||||||||||||||||||||||||||
Exercise term | 5 years | 5 years | ||||||||||||||||||||||||||||||||
Allocated value | $ 219,375 | |||||||||||||||||||||||||||||||||
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | 300,000 | |||||||||||||||||||||||||||||||||
Original issue discount | $ 30,000 | |||||||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||||||
Debt issuance cost | $ 166,381 | |||||||||||||||||||||||||||||||||
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member] | First Amendment To Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Net carrying amount | 300,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 1,500,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.13 | |||||||||||||||||||||||||||||||||
Aggregated fair value | $ 191,250 | |||||||||||||||||||||||||||||||||
2024 SA [Member] | AJB Capital Investment LLC [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate gross proceeds | $ 81,000 | |||||||||||||||||||||||||||||||||
2024 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 90,000 | |||||||||||||||||||||||||||||||||
Original issue discount | $ 9,000 | |||||||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||||||
Debt issuance cost | $ 34,981 | |||||||||||||||||||||||||||||||||
Net carrying amount | 65,475 | |||||||||||||||||||||||||||||||||
Net of unamortized debt discount and debt issuance costs | 24,525 | |||||||||||||||||||||||||||||||||
2024 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2024 Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Allocated value | $ 25,981 | |||||||||||||||||||||||||||||||||
Share price | $ 0.09 | |||||||||||||||||||||||||||||||||
Aggregated fair value | $ 44,500 | |||||||||||||||||||||||||||||||||
Shares of common stock as commitment fee shares | 500,000 | |||||||||||||||||||||||||||||||||
Debt Release Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 450,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | 11,125 | |||||||||||||||||||||||||||||||||
Debt Release Agreement [Member] | Lender [Member] | July 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 27,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 270,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.08 | |||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 4,050 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | April 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 45,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Net carrying amount | 59,483 | |||||||||||||||||||||||||||||||||
Maturity date | initial maturity of 30 days | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | September 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Maturity date | Oct. 17, 2022 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | October 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 20,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | November 2022 Notes [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | $ 50,000 | 50,000 | ||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | November 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Net carrying amount | $ 100,000 | |||||||||||||||||||||||||||||||||
Maturity date | Jan. 02, 2023 | Dec. 10, 2022 | Dec. 31, 2023 | |||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Amendment To November 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 150,000 | |||||||||||||||||||||||||||||||||
Maturity date | Jan. 10, 2023 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 25,500 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | April 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Allocated value | $ 16,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 200,000 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | January 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | $ 67,525 | |||||||||||||||||||||||||||||||||
Common stock share issued | 150,000 | 1,850,000 | ||||||||||||||||||||||||||||||||
Maturity date | 60 days | December 31, 2023 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 18,000 | $ 196,600 | ||||||||||||||||||||||||||||||||
Remaining principal | 17,525 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | December 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||||||||
Net carrying amount | 230,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 375,000 | |||||||||||||||||||||||||||||||||
Maturity date | 90 days | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 54,983 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | January 12, 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Net carrying amount | $ 230,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 375,000 | 375,000 | 3,375,000 | |||||||||||||||||||||||||||||||
Maturity date | 45 days | January 10, 2024 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 54,983 | $ 378,000 | ||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | March 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Net carrying amount | $ 230,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 3,375,000 | |||||||||||||||||||||||||||||||||
Maturity date | 30 days | January 12, 2024 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 54,983 | $ 378,000 | ||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | March 9, 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | 150,000 | $ 150,000 | ||||||||||||||||||||||||||||||||
Common stock share issued | 250,000 | 1,750,000 | ||||||||||||||||||||||||||||||||
Maturity date | 30 days | February 11, 2024 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 33,117 | $ 225,000 | ||||||||||||||||||||||||||||||||
Interest | $ 0 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | September 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||||||||||||||||||||
Net carrying amount | 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||
Common stock share issued | 75,000 | 200,000 | ||||||||||||||||||||||||||||||||
Maturity date | 21 days | January 25, 2024 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 6,203 | $ 28,000 | ||||||||||||||||||||||||||||||||
Interest | $ 1,000 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | September 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 50,000 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 13,768 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | October 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 50,000 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 13,768 | |||||||||||||||||||||||||||||||||
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | November 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 50,000 | 150,000 | ||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 8,500 | $ 14,163 | ||||||||||||||||||||||||||||||||
Additional common stock share issued | 100,000 | |||||||||||||||||||||||||||||||||
Two Amendments To April 2024 Note [Member] | April 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 14,483 | |||||||||||||||||||||||||||||||||
Common stock share issued | 200,000 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 30, 2024 | |||||||||||||||||||||||||||||||||
Two Amendments To April 2024 Note [Member] | Lender [Member] | April 2024 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 300,000 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 37,770 | |||||||||||||||||||||||||||||||||
Remaining shares of common stock | $ 600,000 | |||||||||||||||||||||||||||||||||
Cancellation And Consolidation Agreement [Member] | February 1, 2024 Consolidated Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 217,525 | |||||||||||||||||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 2,000,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||
Exercise price | $ 0.10 | |||||||||||||||||||||||||||||||||
Exercise term | 3 years | |||||||||||||||||||||||||||||||||
Common stock share issued | 470,000 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2024 | |||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 32,900 | |||||||||||||||||||||||||||||||||
Warrants to purchase an aggregate shares of common stock, future issuance | 670,000 | |||||||||||||||||||||||||||||||||
Remaining principal | $ 80,000 | |||||||||||||||||||||||||||||||||
Cancellation And Consolidation Agreement [Member] | November 2022 Notes January 2023 Notes And November 2023 [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2024 | |||||||||||||||||||||||||||||||||
Remaining principal | $ 80,000 | |||||||||||||||||||||||||||||||||
Convertion amount of principal to common stock | 150,000 | |||||||||||||||||||||||||||||||||
Conversion Cancellation And Consolidation Agreement [Member] | February 1, 2024 Consolidated Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 230,000 | |||||||||||||||||||||||||||||||||
Common stock share issued | 1,500,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.07 | |||||||||||||||||||||||||||||||||
Conversion of outstanding principal | $ 150,000 | |||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 45,000 | |||||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Individual Lender [Member] | November 2023 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued, value | $ 14,602 | $ 23,684 | 20,000 | |||||||||||||||||||||||||||||||
Mutual Release Agreement [Member] | Lender [Member] | November 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock share issued | 2,000,000 | |||||||||||||||||||||||||||||||||
Share price | $ 0.11 | |||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 120,000 |
ACCOUNTS PAYABLE (Details Narra
ACCOUNTS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Jun. 14, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Accounts payable | $ 822,038 | $ 601,631 | ||
Loss on extinguishment of debt | 40,621 | $ (120,000) | ||
Debt Release Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Accounts payable | $ 35,000 | |||
Shares issued | 450,000 | |||
Stock price | $ 0.10 | |||
Loss on extinguishment of debt | $ 11,125 |
COMMON STOCK TO BE ISSUED (Deta
COMMON STOCK TO BE ISSUED (Details Narrative) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Common stock to be issued current | $ 125,160 | $ 41,197 |
First Amendment [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | 800,000 | |
April 2, 2024 Note [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | 600,000 | |
An Employee For Services [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | 60,000 | |
November 1, 2023 Note [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | 500,000 | |
Legal Services [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | 350,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 03, 2024 | Feb. 13, 2024 | Apr. 25, 2023 | Mar. 31, 2023 | Feb. 16, 2023 | Jan. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Apr. 26, 2024 | Feb. 28, 2023 | |
Class of Stock [Line Items] | |||||||||||
Common shares authorized | 500,000,000 | 125,000,000 | |||||||||
Common shares par value | $ 0.001 | $ 0.001 | |||||||||
Preferred shares designated | 25,000,000 | 25,000,000 | |||||||||
Preferred shares par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, conversion basis | Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock. | ||||||||||
Number of shares issued to the seller, value | $ 150,000 | $ 100,000 | |||||||||
Loss on extinguishment of debt | 40,621 | (120,000) | |||||||||
Aggregate shares issued for services, value | 115,168 | $ 45,299 | |||||||||
Common stock issued in connection with debt forgiveness | $ 46,125 | ||||||||||
Common stock issued | 97,380,590 | 89,101,468 | |||||||||
Common stock outstanding | 97,380,590 | 89,101,468 | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred shares designated | 9,000,000 | 9,000,000 | |||||||||
Preferred shares par value | $ 0.001 | $ 0.001 | |||||||||
Preferred shares remaining outstanding | 4,200,000 | 4,200,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred shares designated | 5,000,000 | 5,000,000 | |||||||||
Preferred shares par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock voting rights | Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders. | ||||||||||
Preferred shares remaining outstanding | 3,000,000 | 3,000,000 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from conversion of securities minimum | $ 2,000,000 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred shares remaining outstanding | 3,000,000 | 3,000,000 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold | 1,000,000 | 2,000,000 | |||||||||
Sale of stock cash proceeds | $ 150,000 | $ 100,000 | |||||||||
Loss on extinguishment of debt | $ 120,000 | ||||||||||
Number of shares cancelled | 5,000,000 | ||||||||||
Aggregate shares issued for employees as compensation, shares | 220,000 | 50,000 | |||||||||
Aggregate shares issued for employees as compensation, value | $ 24,485 | $ 6,250 | |||||||||
Aggregate shares issued for services, shares | 1,044,122 | 380,430 | |||||||||
Aggregate shares issued for services, value | $ 115,168 | $ 45,299 | |||||||||
Common Stock [Member] | Vendors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued in connection with debt forgiveness, shares | 450,000 | ||||||||||
Common stock issued in connection with debt forgiveness | $ 46,125 | ||||||||||
Common Stock [Member] | Debtors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 1,770,000 | ||||||||||
Number of aggregate shares issued, value | $ 127,950 | ||||||||||
Common Stock [Member] | AJB [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 500,000 | ||||||||||
Number of aggregate shares issued, value | $ 25,981 | ||||||||||
Common Stock [Member] | US Patent and Trademark Office [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 2,000,000 | ||||||||||
Number of aggregate shares issued, value | $ 260,000 | ||||||||||
Common Stock [Member] | November 10, 2022 Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued | 2,000,000 | ||||||||||
Common Stock [Member] | Promissory Notes Issued And Amended [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 1,795,000 | 8,010,000 | |||||||||
Number of aggregate shares issued, value | $ 160,425 | $ 954,603 | |||||||||
Common Stock [Member] | AJB Note 2023 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 1,500,000 | ||||||||||
Number of aggregate shares issued, value | $ 191,250 | ||||||||||
Common Stock [Member] | January March And December 2023 Noteholder [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate shares issued, shares | 1,500,000 | ||||||||||
Number of aggregate shares issued, value | $ 105,000 | ||||||||||
Common Stock [Member] | Asset Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued to the seller, shares | 3,000,000 | ||||||||||
Number of shares issued to the seller, value | $ 360,000 | ||||||||||
Paid cash consideration | $ 125,000 | ||||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares authorized | 125,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares authorized | 500,000,000 |
WARRANTS (Details - Warrant act
WARRANTS (Details - Warrant activity) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 24,418,113 | 13,527,113 | |
Warrants outstanding, weighted average exercise price | $ 0.05 | $ 0.05 | |
Warrants outstanding, contractual term | 3 years 18 days | 3 years 9 months 21 days | 4 years 4 months 20 days |
Warrants granted | 3,690,000 | 10,891,000 | |
Warrants granted, weighted average exercise price | $ 0.10 | $ 0 | |
Warrants granted, contractual term | 3 years | 5 years | |
Warrants exercised | 0 | 0 | |
Warrants exercised, weighted average exercise price | $ 0 | $ 0 | |
Warrants expired/canceled | 300,000 | 0 | |
Warrants expired/canceled, weighted average exercise price | $ 0.05 | $ 0 | |
Warrants expired/canceled | (300,000) | 0 | |
Warrants expired/canceled, weighted average exercise price | $ (0.05) | $ 0 | |
Warrants outstanding | 27,808,113 | 24,418,113 | 13,527,113 |
Warrants outstanding, weighted average exercise price | $ 0.06 | $ 0.05 | $ 0.05 |
Warrants exercisable | 27,808,113 | 24,418,113 | 13,527,113 |
Warrants exercisable, weighted average exercise price | $ 0.06 | ||
Warrants exercisable, contractual term | 3 years 18 days |
WARRANTS (Details - Warrant ass
WARRANTS (Details - Warrant assumptions) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 0.10 | |
Expected life (in years) | 3 years 18 days | 5 years |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 0.01 | |
Risk-free interest rates | 3.96% | 3.41% |
Expected volatility | 303% | 278% |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 0.55 | |
Risk-free interest rates | 4.43% | 4.45% |
Expected volatility | 311% | 324% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
May 05, 2023 | Mar. 01, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||||
Note extending the maturity date | Mar. 13, 2023 | ||||
Warrant, description | (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. | ||||
Exercise price | $ 0.001 | ||||
Warrants expire | 5 years | ||||
Warrants issued in connection with AJB loan amendment | $ 219,375 | ||||
Related debt issuance costs | $ 166,381 | ||||
Common Stock To Lenders [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issued warrants to purchase aggregate shares | 3,670,000 | ||||
Stock compensation expense | $ 268,358 | ||||
Warrants issued with service agreement description | The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance. | ||||
Common Stock To Vendor For Professional Services [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issued warrants to purchase aggregate shares | 20,000 | ||||
Stock compensation expense | $ 223 | ||||
Warrants issued with service agreement description | The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance. | ||||
Common Stock To Employees For Services Performed [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issued warrants to purchase aggregate shares | 916,456 | ||||
Stock compensation expense | $ 101,829 | ||||
Warrants issued with service agreement description | The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. | ||||
AJB Capital Investments LLC [Member] | Securities Agreement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Principal amount | $ 300,000 | ||||
Original issue discount | $ 30,000 | ||||
Purchase aggregate shares of common stock | 9,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 30, 2024 | Dec. 31, 2023 |
Related Party Transactions [Abstract] | ||
Loans from officer | $ 10,309 | $ 10,309 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Feb. 13, 2024 | Apr. 25, 2023 | Feb. 16, 2023 | Jan. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Nov. 02, 2023 | |
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | ||||||||
Common stock value | $ 97,381 | $ 89,102 | ||||||
Research and development expenses | $ 0 | $ 625,000 | ||||||
Common Stock [Member] | ||||||||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | ||||||||
Issued to seller | 1,000,000 | 2,000,000 | ||||||
Asset Purchase Agreement [Member] | ||||||||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | ||||||||
Shall pay to Seller total | $ 500,000 | |||||||
Asset purchase agreement description | (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. | |||||||
paid cash consideration | $ 50,000 | |||||||
Asset Purchase Agreement [Member] | US Patent and Trademark Office [Member] | ||||||||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | ||||||||
Issued to seller | 2,000,000 | |||||||
Common stock value | $ 260,000 | |||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | ||||||||
Asset purchase agreement description | (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. | |||||||
Issued to seller | 3,000,000 | |||||||
Common stock value | $ 360,000 | |||||||
paid cash consideration | $ 125,000 |