Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-170132 | |
Entity Registrant Name | CYBERLOQ TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001437517 | |
Entity Tax Identification Number | 26-2118480 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4837 Swift Road | |
Entity Address, Address Line Two | Suite 210-1 | |
Entity Address, City or Town | Sarasota | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34231 | |
City Area Code | (612) | |
Local Phone Number | 961-4536 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CLOQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 125,539,754 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 141,512 | $ 307,174 |
Accounts receivable | 10,000 | |
Deposits and prepaids | 56,231 | 44,564 |
Total Current Assets | 197,743 | 361,738 |
Fixed Assets | ||
Total Fixed Assets | 1,305,241 | 1,096,827 |
Total Assets | 1,502,984 | 1,458,565 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 54,165 | 96,506 |
Accrued interest | 238,381 | 132,685 |
Note Payable – Stockholders | 35,000 | 35,000 |
Note Payable – Related Party | 150,000 | 150,000 |
Convertible debt – Stockholders, net | 1,616,859 | 574,718 |
Loan payable - SBA | 2,088 | 2,088 |
Total Current Liabilities | 2,096,493 | 990,997 |
Long Term Liabilities | ||
SBA Loan Payable | 30,362 | 30,362 |
Total Long Term Liabilities | 30,362 | 30,362 |
Total Liabilities | 2,126,855 | 1,021,359 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock: $0.001 par value,200,000,000 shares authorized; 125,539,754 and 122,589,756 shares issued and outstanding, respectively | 125,540 | 122,590 |
Preferred Stock $0.001 per value - 30,000 shares authorized; 20,000 issued and outstanding | 20 | 20 |
Treasury stock | (50,000) | (50,000) |
Shares to be Issued: 2,450,000 and 2,450,000 common shares respectively | 149,186 | 149,186 |
Additional Paid in Capital | 7,308,612 | 8,475,062 |
Accumulated Deficit | (8,157,229) | (8,259,652) |
Total Stockholders’ Equity | (623,871) | 437,206 |
Total Liabilities and Stockholders’ Equity | 1,502,984 | 1,458,565 |
Related Party [Member] | ||
Current Liabilities | ||
Note Payable – Related Party | 150,000 | 150,000 |
Cyberloq Platform [Member] | ||
Fixed Assets | ||
Fixed Assets, Gross | 1,297,791 | 1,090,577 |
Website [Member] | ||
Fixed Assets | ||
Fixed Assets, Gross | $ 7,450 | $ 6,250 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 125,539,754 | 122,589,756 |
Common stock, shares outstanding | 125,539,754 | 122,589,756 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Common shares to be issued | 2,450,000 | 2,450,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||
Total Revenue | $ 15,000 | $ 993 | ||
Operational Expense | ||||
Professional Fees | 53,550 | 18,489 | 168,324 | 52,308 |
Officer’s Compensation | 60,000 | 45,000 | 122,500 | 90,000 |
Travel and Entertainment | 3,014 | 2,157 | 4,732 | 2,713 |
Rent | 2,413 | 2,449 | 4,826 | 4,747 |
Computer and Internet | 12,067 | 4,782 | 17,779 | 8,330 |
Office Supplies and Expenses | 4,782 | 4,232 | 7,318 | 5,377 |
Other Operating Expenses | 26,194 | 16,359 | 47,576 | 27,700 |
Total Operating Expenses | 162,020 | 93,468 | 373,055 | 191,175 |
Loss from Operations | (162,020) | (93,468) | (358,055) | (190,182) |
Other Income (Expense) | ||||
Interest | (55,967) | (18,311) | (106,741) | (30,307) |
Amortization of debt discount | (101,948) | (149,750) | ||
Total Other Income (Expenses) | (55,967) | (120,259) | (106,741) | (180,057) |
Provision for Income Taxes | ||||
Net Loss | $ (217,987) | $ (213,727) | $ (464,796) | $ (370,239) |
Loss per common share - Basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Loss per common share - Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted Average Number of Common Shares Outstanding Basic | 125,539,756 | 120,773,087 | 125,489,756 | 120,939,754 |
Weighted Average Number of Common Shares Outstanding Diluted | 125,539,756 | 120,773,087 | 125,489,756 | 120,939,754 |
Service [Member] | ||||
Revenue | ||||
Total Revenue | $ 993 | |||
License [Member] | ||||
Revenue | ||||
Total Revenue | $ 15,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock Issued [Member] | Common Stock Unissued [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 119,090 | $ 149,186 | $ 20 | $ 7,031,812 | $ (50,000) | $ (7,233,122) | $ 16,986 |
Balance, shares at Dec. 31, 2022 | 119,089,754 | 20,000 | |||||
Common stock issued for cash | $ 1,100 | 42,900 | 44,000 | ||||
Common stock issued for cash, shares | 1,100,000 | ||||||
Beneficial conversion feature of convertible debt | 222,500 | 222,500 | |||||
Net loss | (156,513) | (156,513) | |||||
Balance at Mar. 31, 2023 | $ 120,190 | $ 149,186 | $ 20 | 7,297,212 | (50,000) | (7,389,638) | 126,973 |
Balance, shares at Mar. 31, 2023 | 120,189,754 | 20,000 | |||||
Balance at Dec. 31, 2022 | $ 119,090 | $ 149,186 | $ 20 | 7,031,812 | (50,000) | (7,233,122) | 16,986 |
Balance, shares at Dec. 31, 2022 | 119,089,754 | 20,000 | |||||
Net loss | (370,239) | ||||||
Balance at Jun. 30, 2023 | $ 120,940 | $ 149,186 | $ 20 | 7,596,712 | (50,000) | (7,603,362) | 213,496 |
Balance, shares at Jun. 30, 2023 | 120,939,754 | 20,000 | |||||
Balance at Mar. 31, 2023 | $ 120,190 | $ 149,186 | $ 20 | 7,297,212 | (50,000) | (7,389,638) | 126,973 |
Balance, shares at Mar. 31, 2023 | 120,189,754 | 20,000 | |||||
Common stock issued for cash | $ 750 | 24,500 | 25,250 | ||||
Common stock issued for cash, shares | 750,000 | ||||||
Beneficial conversion feature of convertible debt | 275,000 | 275,000 | |||||
Net loss | (213,727) | (213,727) | |||||
Balance at Jun. 30, 2023 | $ 120,940 | $ 149,186 | $ 20 | 7,596,712 | (50,000) | (7,603,362) | 213,496 |
Balance, shares at Jun. 30, 2023 | 120,939,754 | 20,000 | |||||
Common stock issued for cash | $ 200 | 9,800 | 10,000 | ||||
Common stock issued for cash, shares | 200,000 | ||||||
Beneficial conversion feature of convertible debt | 275,000 | 275,000 | |||||
Net loss | (282,697) | (282,697) | |||||
Balance at Sep. 30, 2023 | $ 121,140 | $ 149,186 | $ 20 | 7,881,512 | (50,000) | (7,886,059) | 215,799 |
Balance, shares at Sep. 30, 2023 | 121,139,754 | 20,000 | |||||
Common stock issued for cash | $ 1,400 | 68,600 | 70,000 | ||||
Common stock issued for cash, shares | 1,400,000 | ||||||
Beneficial conversion feature of convertible debt | 520,000 | 520,000 | |||||
Net loss | (373,593) | (373,593) | |||||
Common stock issued for services | $ 50 | 4,950 | 5,000 | ||||
Common stock issued for services, shares | 50,000 | ||||||
Balance at Dec. 31, 2023 | $ 122,590 | $ 149,186 | $ 20 | 8,475,062 | (50,000) | (8,259,652) | 437,206 |
Balance, shares at Dec. 31, 2023 | 122,589,754 | 20,000 | |||||
Common stock issued for cash | $ 2,000 | 98,000 | 100,000 | ||||
Common stock issued for cash, shares | 2,000,000 | ||||||
Net loss | (246,808) | (246,808) | |||||
Common stock issued for services | $ 850 | 78,150 | 79,000 | ||||
Common stock issued for services, shares | 850,000 | ||||||
Balance at Mar. 31, 2024 | $ 125,440 | $ 149,186 | $ 20 | 8,651,212 | (50,000) | (8,506,460) | 369,398 |
Balance, shares at Mar. 31, 2024 | 125,439,754 | 20,000 | |||||
Balance at Dec. 31, 2023 | $ 122,590 | $ 149,186 | $ 20 | 8,475,062 | (50,000) | (8,259,652) | 437,206 |
Balance, shares at Dec. 31, 2023 | 122,589,754 | 20,000 | |||||
Net loss | (464,796) | ||||||
Common stock issued for services | $ 79,000 | ||||||
Common stock issued for services, shares | 850,000 | ||||||
Balance at Jun. 30, 2024 | $ 125,540 | $ 149,186 | $ 20 | 7,308,612 | (50,000) | (8,157,229) | $ (623,871) |
Balance, shares at Jun. 30, 2024 | 125,539,754 | 20,000 | |||||
Balance at Mar. 31, 2024 | $ 125,440 | $ 149,186 | $ 20 | 8,651,212 | (50,000) | (8,506,460) | 369,398 |
Balance, shares at Mar. 31, 2024 | 125,439,754 | 20,000 | |||||
Common stock issued for cash | $ 100 | 9,900 | 10,000 | ||||
Common stock issued for cash, shares | 100,000 | ||||||
Net loss | (217,987) | (217,987) | |||||
Adjustment for change in accounting for convertible debt | (1,352,500) | 567,218 | (785,282) | ||||
Balance at Jun. 30, 2024 | $ 125,540 | $ 149,186 | $ 20 | $ 7,308,612 | $ (50,000) | $ (8,157,229) | $ (623,871) |
Balance, shares at Jun. 30, 2024 | 125,539,754 | 20,000 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES | ||
Net loss | $ (464,796) | $ (370,239) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 149,750 | |
Stock compensation | 79,000 | |
Bad Debt | 25,000 | |
Change in Operating Assets and Liabilities: | ||
Decrease (increase) in accounts receivable | (15,000) | |
Decrease (increase) in deposits and prepaids | (11,667) | (25,586) |
Increase (decrease) in accounts payable and accrued expenses | (42,340) | (31,657) |
Increase (decrease) in accrued interest | 105,696 | 29,465 |
Net Cash Used in Operating Activities | (324,107) | (248,267) |
INVESTING ACTIVITIES | ||
Software | (207,214) | (306,691) |
Website | (1,200) | |
Net cash provided by (used) in investing activities | (208,414) | (306,691) |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock issuance | 110,000 | 69,250 |
Proceeds from convertible debt | 256,859 | 505,000 |
Net Cash Provided by Financing Activities | 366,859 | 574,250 |
Net Increase (Decrease) in Cash and Equivalents | (165,662) | 19,292 |
Cash and Equivalents at Beginning of the Period | 307,174 | 4,067 |
Cash and Equivalents at End of the Period | 141,512 | 23,359 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest Paid | 1,044 | 686 |
Income Taxes Paid | ||
NON-CASH DISCLOSURES | ||
Beneficial conversion feature | $ 497,500 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business CyberloQ Technologies Inc. (“CLOQ”, ‘We” or the “Company”) is a development-stage technology company focused on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. The Company offers a proprietary software platform branded as CyberloQ®. While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ. CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The CyberloQ Vault is a “cloud based’ security protocol that allows clients the ability to send/receive secure data without having to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted data is unusable without the CyberloQ authentication component. In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name Turnscor ® Basis of Presentation The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S. dollars. The Company has adopted a December 31 fiscal year end. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission. Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of June 30, 2024, and December 31, 2023, the Company had no Research and Development, Software Development Costs, and Internal Use Software Development Costs Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate. During the six months ended June 30, 2024 and 2023, we capitalized $ 207,214 306,691 zero zero Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the period ended September 30, 2023 the Company began capitalizing website development costs, for the six month period ended June 30, we capitalized $ 1,200 Fixed Assets, Intangibles and Long-Lived Assets The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to fifteen years. The Company follows FASB ASC 360-10, “Property, Plant, and Equipment,” 321,725 1,297,791 Revenue Recognition Effective January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 Revenue Recognition Policy Under ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performs the following steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) we satisfy a performance obligation. The Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including CyberloQ Vault, and from licensing fees for the TurnScor product. The revenue derived from the CyberloQ banking fraud technology products are comprised of two components. First, there is a development and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager’s ecosystem in order to add the CyberloQ authentication to the bank’s payment cards, website or digital service. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion of each milestone. Second, where the Company’s agreement is with a processor as opposed to an end user customer, there is an API license fee that is accrued monthly. Third, revenue from user fees are accrued monthly based over the number of individual card users each month. The revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone. Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month. License fees generated by the nonexclusive licensing of the Company’s TurnScor product are accrued monthly. As of June 30, 2024, and December 31, 2023, the Company had $ 0 Accounts Receivable The Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company’s best estimate of the amount of profitable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. Fair Value Measurements For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company has adopted FASB ASC 820-10, “Fair Value Measurements and Disclosures.” ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815. Segment Reporting FASB ASC 280, “Segment Reporting” one Advertising Advertising costs are expensed as incurred. Advertising expense for the six-months ended June 30, 2024 and 2023 were $ 0 0 Income Taxes Deferred income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions. Earnings (Loss) Per Share Earnings per share is calculated in accordance with the FASB ASC 260-10, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants 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. At June 30, 2024 and December 31, 2023, the Company has no 68,500,000 68,000,000 The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Stock Based Compensation The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy. Leases FASB issued ASU No. 2016-02, Leases (Topic 842) The Company has made an accounting policy election not to recognize right of use assets and lease liabilities that arise from short term leases for any class of asset. New Accounting Pronouncements In the second quarter of 2024, the Company adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06)”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 in the second quarter of 2024 using the modified retrospective method which resulted in a reduction in non-cash interest expense and reclassification of the equity portion of the Convertible Notes to “Convertible Debt” on the consolidated balance sheet. As a result of the adoption of ASU 2020-06, the Company recognized a decrease in Retained Earnings of $ 567,218 1,609,359 481,181 |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 2 – FIXED ASSETS Software and computer equipment, recorded at cost, consisted of the following: SCHEDULE OF SOFTWARE AND COMPUTER EQUIPMENT June 30, 2024 December 31, 2023 Cyberloq platform $ 1,297,791 $ 1,090,577 Website 7,450 6,250 Software and computer equipment - - Fixed asset, gross - - Less: accumulated amortization - - Fixed assets, net $ 1,305,241 $ 1,096,827 Amortization expense was $ 0 0 |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company has incurred losses since Inception resulting in an accumulated deficit of $ 8,157,229 464,796 The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
SERVICES AGREEMENT
SERVICES AGREEMENT | 6 Months Ended |
Jun. 30, 2024 | |
Services Agreement | |
SERVICES AGREEMENT | NOTE 4 – SERVICES AGREEMENT On September 25, 2023, the Company entered into a Services Agreement with QRails, Inc to integrate the features of CyberloQ® and its multi-factor security protocol into QRails’ processing platform. As a result of the integration, anyone who has their card processing services through QRails will have the option to utilize the features of CyberloQ in conjunction with their card programs. The agreement also includes the integration of CyberloQ into the card network of XTM, Inc. Under the terms of the Agreement, the Company will pay $ 100,000 50,000 50,000 5,000 5,000 25,000 |
SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT | 6 Months Ended |
Jun. 30, 2024 | |
Settlement Agreement | |
SETTLEMENT AGREEMENT | NOTE 5 – SETTLEMENT AGREEMENT On February 28, 2022, the Company signed a Separation and Release of Claims Agreement with an employee, officer and director of the Company. The terms of the agreement are as follows: ● The employee resigned from the Company’s Board of Directors ● The employee resigned his position as an officer of the Company, and his employment agreement was terminated ● The employee assigned and transferred 10,000 10 ● The Company will pay the $ 50,000 18,076 ● The Company and the employee entered into a Common Stock Redemption Agreement by which the Company will purchase 5,400,000 0.10 540,000 500,000 50,000 490,000 ○ Payments under the Common Stock Redemption Agreement are as follows: SCHEDULE OF COMMON STOCK REDEMPTION Date Amount Shares Redeemed 02/28/22 $ 50,000 500,000 09/01/22 163,333 1,633,333 03/01/23 163,333 1,633,333 09/01/23 163,333 1,633,334 9/13/22 Termination of Agreement $ (540,000 ) (5,400,000 ) Balance as of 9/30/22 — On September 1, 2022, the Company failed to make the stock redemption payment of $ 163,333 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock The Company has 200,000,000 .001 During the period ended June 30, 2024, the Company received $ 110,000 2,100,000 850,000 79,000 During the period ended June 30, 2023, the Company received $ 69,250 1,850,000 Treasury Stock The Company entered into a settlement agreement with a prior employee, officer and director resulting in treasury stock of 500,000 50,000 Preferred Stock The Company did not have any preferred stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated Series A Super Voting Preferred Stock consisting of thirty-thousand ( 30,000 0.001 0.001 holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock 30,000 On February 28, 2022, the 10,000 Incentive Stock Options The employment contracts for Christopher Jackson and Enrico Giordano include performance incentive stock options based upon the Company meeting certain performance conditions that can potentially result in the issuance of stock option awards of up to 5,000,000 Christopher Jackson and Enrico Giordano each shall be entitled to receive ten (10) stock option awards of 500,000 shares of the Company’s common stock each, upon the Company achieving certain milestones (the “ISO Awards”). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000 in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross Revenue up to a total of 5,000,000 shares each. The shares vest at 110% of the average closing bid price and must be exercised within five (5) years of the vesting date. To date, no ISO Award milestones have been achieved. |
SBA EIDL Loan
SBA EIDL Loan | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SBA EIDL Loan | NOTE 7 – SBA EIDL Loan On June 9, 2020, the Company received an Economic Injury Disaster Loan from the Small Business Administration in the amount of $ 35,600 thirty years 3.75 174 1,044 SCHEDULE OF MATURITIES OF REPAYMENT OF LOAN Amount Payment Obligations Amount 2024 2,088 2025 2,088 2026 2,088 2027 2,088 2028 to 2050 24,098 Total $ 32,450 |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 8 – COMMITMENTS In June 2024, the Company signed a new lease for office space at its existing location at 4837 Swift Rd Sarasota, FL 34231 at a rate of $ 804 In April 2023, the Company signed a new lease for office space at its existing location at 4837 Swift Rd Sarasota, FL 34231 at a rate of $ 817 The Company has commission agreements as follows: ● An agreement with a shareholder and director of the Company stating that the executive will be entitled to a two-and-a half-percent ( 2.5 ● An agreement with two sales managers granting each manager a 1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Related Parties and Stockholders Notes Payable The following is a summary of related party notes payable: SCHEDULE OF RELATED PARTY LOANS PAYABLE June 30, 2024 December 31, 2023 For the Periods Ended June 30, 2024 December 31, 2023 Notes payable – stockholders $ 35,000 $ 35,000 Convertible debt - stockholders 1,616,859 840,000 Notes payable – related parties $ 150,000 $ 150,000 Notes Payable - Stockholders On December 29, 2014, the Company entered into a partially-convertible promissory note with a stockholder in the amount of $ 35,000 50,000 151,324 50,000 35,000 0 required payments of $ 5,000 5,000 Convertible Debt - Stockholders SCHEDULE OF CONVERTIBLE NOTES June 30, 2024 December 31, 2023 Principal $ 1,616,859 $ 1,360,000 Beneficial Conversion Feature (1,609,359 ) (1,352,500 ) Amortization of Debt Discount 1,128,178 567,218 Adjustment for ASU 2020-06 481,181 - Convertible Debt - Stockholders, net $ 1,616,859 $ 574,718 On December 8, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000 12.0 0.02 30,000 On December 14, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000 12.0 0.02 30,000 On January 13, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 42,500 On February 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000 12.0 0.02 10,000 On February 3, 2023, the Company entered into a convertible promissory note with a different stockholder in the amount of $ 100,000 12.0 0.02 100,000 On February 10, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 50,000 On February 21, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 20,000 12.0 0.02 20,000 On April 4, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 50,000 On May 17, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 45,000 12.0 0.02 45,000 On May 17, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000 12.0 0.02 30,000 On June 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 50,000 On June 5, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 100,000 12.0 0.02 100,000 On August 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 50,000 On August 3, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000 12.0 0.02 30,000 On August 18, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 45,000 12.0 0.02 45,000 On August 24, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 150,000 12.0 0.02 150,000 On October 11, 2023, the Company entered into five convertible promissory notes with stockholders in the amount of $ 50,000 12.0 0.02 50,000 On October 23, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000 12.0 0.02 50,000 On November 16, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 60,000 12.0 0.02 60,000 On December 18, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 15,000 12.0 0.02 15,000 On December 19, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 15,000 12.0 0.02 15,000 On December 20, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000 12.0 0.02 10,000 On December 21, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000 12.0 0.02 10,000 On December 22, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000 12.0 0.02 10,000 On December 26, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 300,000 12.0 0.02 300,000 On January 9, 2024, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000 12.0 0.02 10,000 On April 1, 2024, the Company entered into a promissory note with a stockholder in the amount of $ 20,000 12.0 0.02 20,000 On April 1, 2024, the Company entered into a promissory note with a stockholder in the amount of $ 26,859 12.0 0.02 26,859 On May 20, 2024, the Company entered into a promissory note with a stockholder in the amount of $ 100,000 12.0 0.02 100,000 On May 20, 2024, the Company entered into a promissory note with a stockholder in the amount of $ 100,000 12.0 0.02 100,000 All of the beneficial conversions features mentioned in the paragraphs above were included in the cumulative effect adjustment resulting from the adoption of ASU 2020-06. Notes Payable - Related Parties On December 31, 2021, the Company entered into a loan modification agreement with a director which consolidated three outstanding promissory notes dated August 8, 2020, September 9, 2020, and December 28, 2020 into one loan. The total amount borrowed is $ 150,000 12.5 April 1, 2023 2,500 50,000 December 31, 2024 7,500 On February 23, 2022, the Company received a loan from a director in the amount of $ 50,000 12 April 9, 2022 50,000 4,784 2,900,000 On February 23, 2022, the Company received a convertible debt note from a different director in the amount of $ 50,000 12 50,000 July 5, 2022 2,600,000 2,600,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company is not aware of any other subsequent events through the date of this filing that require disclosure or recognition in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business CyberloQ Technologies Inc. (“CLOQ”, ‘We” or the “Company”) is a development-stage technology company focused on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. The Company offers a proprietary software platform branded as CyberloQ®. While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ. CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The CyberloQ Vault is a “cloud based’ security protocol that allows clients the ability to send/receive secure data without having to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted data is unusable without the CyberloQ authentication component. In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name Turnscor ® |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S. dollars. The Company has adopted a December 31 fiscal year end. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission. Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of June 30, 2024, and December 31, 2023, the Company had no |
Research and Development, Software Development Costs, and Internal Use Software Development Costs | Research and Development, Software Development Costs, and Internal Use Software Development Costs Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate. During the six months ended June 30, 2024 and 2023, we capitalized $ 207,214 306,691 zero zero Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the period ended September 30, 2023 the Company began capitalizing website development costs, for the six month period ended June 30, we capitalized $ 1,200 |
Fixed Assets, Intangibles and Long-Lived Assets | Fixed Assets, Intangibles and Long-Lived Assets The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to fifteen years. The Company follows FASB ASC 360-10, “Property, Plant, and Equipment,” 321,725 1,297,791 |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 Revenue Recognition Policy Under ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performs the following steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) we satisfy a performance obligation. The Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including CyberloQ Vault, and from licensing fees for the TurnScor product. The revenue derived from the CyberloQ banking fraud technology products are comprised of two components. First, there is a development and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager’s ecosystem in order to add the CyberloQ authentication to the bank’s payment cards, website or digital service. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion of each milestone. Second, where the Company’s agreement is with a processor as opposed to an end user customer, there is an API license fee that is accrued monthly. Third, revenue from user fees are accrued monthly based over the number of individual card users each month. The revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone. Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month. License fees generated by the nonexclusive licensing of the Company’s TurnScor product are accrued monthly. As of June 30, 2024, and December 31, 2023, the Company had $ 0 |
Accounts Receivable | Accounts Receivable The Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company’s best estimate of the amount of profitable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. |
Fair Value Measurements | Fair Value Measurements For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company has adopted FASB ASC 820-10, “Fair Value Measurements and Disclosures.” ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815. |
Segment Reporting | Segment Reporting FASB ASC 280, “Segment Reporting” one |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the six-months ended June 30, 2024 and 2023 were $ 0 0 |
Income Taxes | Income Taxes Deferred income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per share is calculated in accordance with the FASB ASC 260-10, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants 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. At June 30, 2024 and December 31, 2023, the Company has no 68,500,000 68,000,000 The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. |
Stock Based Compensation | Stock Based Compensation The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy. |
Leases | Leases FASB issued ASU No. 2016-02, Leases (Topic 842) The Company has made an accounting policy election not to recognize right of use assets and lease liabilities that arise from short term leases for any class of asset. |
New Accounting Pronouncements | New Accounting Pronouncements In the second quarter of 2024, the Company adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06)”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 in the second quarter of 2024 using the modified retrospective method which resulted in a reduction in non-cash interest expense and reclassification of the equity portion of the Convertible Notes to “Convertible Debt” on the consolidated balance sheet. As a result of the adoption of ASU 2020-06, the Company recognized a decrease in Retained Earnings of $ 567,218 1,609,359 481,181 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF SOFTWARE AND COMPUTER EQUIPMENT | Software and computer equipment, recorded at cost, consisted of the following: SCHEDULE OF SOFTWARE AND COMPUTER EQUIPMENT June 30, 2024 December 31, 2023 Cyberloq platform $ 1,297,791 $ 1,090,577 Website 7,450 6,250 Software and computer equipment - - Fixed asset, gross - - Less: accumulated amortization - - Fixed assets, net $ 1,305,241 $ 1,096,827 |
SETTLEMENT AGREEMENT (Tables)
SETTLEMENT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Settlement Agreement | |
SCHEDULE OF COMMON STOCK REDEMPTION | SCHEDULE OF COMMON STOCK REDEMPTION Date Amount Shares Redeemed 02/28/22 $ 50,000 500,000 09/01/22 163,333 1,633,333 03/01/23 163,333 1,633,333 09/01/23 163,333 1,633,334 9/13/22 Termination of Agreement $ (540,000 ) (5,400,000 ) Balance as of 9/30/22 — |
SBA EIDL Loan (Tables)
SBA EIDL Loan (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF REPAYMENT OF LOAN | SCHEDULE OF MATURITIES OF REPAYMENT OF LOAN Amount Payment Obligations Amount 2024 2,088 2025 2,088 2026 2,088 2027 2,088 2028 to 2050 24,098 Total $ 32,450 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY LOANS PAYABLE | The following is a summary of related party notes payable: SCHEDULE OF RELATED PARTY LOANS PAYABLE June 30, 2024 December 31, 2023 For the Periods Ended June 30, 2024 December 31, 2023 Notes payable – stockholders $ 35,000 $ 35,000 Convertible debt - stockholders 1,616,859 840,000 Notes payable – related parties $ 150,000 $ 150,000 |
SCHEDULE OF CONVERTIBLE NOTES | SCHEDULE OF CONVERTIBLE NOTES June 30, 2024 December 31, 2023 Principal $ 1,616,859 $ 1,360,000 Beneficial Conversion Feature (1,609,359 ) (1,352,500 ) Amortization of Debt Discount 1,128,178 567,218 Adjustment for ASU 2020-06 481,181 - Convertible Debt - Stockholders, net $ 1,616,859 $ 574,718 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) Segment shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Cash FDIC insured amount | $ 0 | $ 0 | $ 0 | ||
Research and development cost | |||||
Impairments expense | $ 321,725 | ||||
Contract assets | 0 | 0 | 0 | ||
Contract liabilities | 0 | $ 0 | $ 0 | ||
Number of operating segment | Segment | 1 | ||||
Advertising expense | $ 0 | 0 | |||
Warrants or options outstanding | shares | 0 | 0 | |||
Convertible debt shares | shares | 68,500,000 | 68,000,000 | |||
Adjustments to Additional Paid in Capital, Other | (785,282) | ||||
Reduction of Additional Paid in Capital | 1,609,359 | $ 1,609,359 | |||
Increase in Convertible Debt | 1,616,859 | 1,616,859 | $ 574,718 | ||
Accounting Standards Update 2020-06 [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Adjustments to Additional Paid in Capital, Other | 567,218 | ||||
Increase in Convertible Debt | 481,181 | 481,181 | |||
Website Software Development [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized amount | 207,214 | 306,691 | |||
Website Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized software costs | $ 1,200 | ||||
Software Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized software costs | $ 1,297,791 | $ 1,297,791 |
SCHEDULE OF SOFTWARE AND COMPUT
SCHEDULE OF SOFTWARE AND COMPUTER EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization | ||
Total Fixed Assets | 1,305,241 | 1,096,827 |
Cyberloq Platform [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross | 1,297,791 | 1,090,577 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross | 7,450 | 6,250 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Amortization expenses | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Accumulated deficit | $ 8,157,229 | $ 8,259,652 | $ 8,157,229 | |||||
Net loss | $ 217,987 | $ 246,808 | $ 373,593 | $ 282,697 | $ 213,727 | $ 156,513 | $ 464,796 | $ 370,239 |
SERVICES AGREEMENT (Details Nar
SERVICES AGREEMENT (Details Narrative) - USD ($) | 6 Months Ended | ||
Oct. 15, 2023 | Sep. 25, 2023 | Jun. 30, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Bad debt | $ 25,000 | ||
Service Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Integration related costs | $ 100,000 | ||
Licensing fee | 5,000 | ||
Licensing fee not yet to pay | 5,000 | ||
Bad debt | $ 25,000 | ||
Service Agreements [Member] | First Installment [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Integration related costs | $ 50,000 | ||
Service Agreements [Member] | Second Installment [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Integration related costs | $ 50,000 |
SCHEDULE OF COMMON STOCK REDEMP
SCHEDULE OF COMMON STOCK REDEMPTION (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
02/28/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount | $ 50,000 |
Shares Redeemed | shares | 500,000 |
09/01/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount | $ 163,333 |
Shares Redeemed | shares | 1,633,333 |
03/01/23 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount | $ 163,333 |
Shares Redeemed | shares | 1,633,333 |
09/01/23 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount | $ 163,333 |
Shares Redeemed | shares | 1,633,334 |
9/13/22 Termination of Agreement [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount | $ (540,000) |
Shares Redeemed | shares | (5,400,000) |
9/30/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount |
SETTLEMENT AGREEMENT (Details N
SETTLEMENT AGREEMENT (Details Narrative) - USD ($) | Sep. 01, 2022 | Feb. 28, 2022 |
Preferred stock to be canceled | 10,000 | |
Loss due to extinguishment and cancellation of preferred stock | $ 10 | |
Severance Costs | 50,000 | |
Loss on severance payments | $ 18,076 | |
Stock repurchased during the period, shares | 500,000 | |
Stock repurchased during the period | $ 50,000 | |
Settlement liability | $ 490,000 | |
Common Stock Redemption Agreement [Member] | ||
Stock redemption payment | $ 163,333 | |
Employee [Member] | ||
Stock redeemed or called during period, shares | 5,400,000 | |
Share price | $ 0.10 | |
Stock redemption payment | $ 540,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 28, 2022 | Apr. 30, 2017 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Value of common stock shares issued | $ 10,000 | $ 100,000 | $ 70,000 | $ 10,000 | $ 25,250 | $ 44,000 | |||||
Common stock issued for services, shares | 850,000 | ||||||||||
Common stock issued for services | $ 79,000 | $ 5,000 | $ 79,000 | ||||||||
Treasury stock, shares | 500,000 | ||||||||||
Treasury stock, value | $ 50,000 | ||||||||||
Preferred stock, shares authorized | 30,000 | 30,000 | 30,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares issued | 20,000 | 20,000 | 20,000 | ||||||||
Incentive Stock Options [Member] | Christophe Jackson and Enrico Giordano [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Description of performance incentive stock options | Christopher Jackson and Enrico Giordano each shall be entitled to receive ten (10) stock option awards of 500,000 shares of the Company’s common stock each, upon the Company achieving certain milestones (the “ISO Awards”). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000 in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross Revenue up to a total of 5,000,000 shares each. The shares vest at 110% of the average closing bid price and must be exercised within five (5) years of the vesting date. To date, no ISO Award milestones have been achieved. | ||||||||||
Incentive Stock Options [Member] | Maximum [Member] | Christophe Jackson and Enrico Giordano [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of stock options issued | 5,000,000 | ||||||||||
Series A Super Voting Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred stock, shares authorized | 30,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, shares issued | 30,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, voting rights | holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock | ||||||||||
Redeemed shares | 10,000 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Value of common stock shares issued | $ 110,000 | $ 69,250 | |||||||||
Number of common stock shares issued | 2,100,000 | 1,850,000 |
SCHEDULE OF MATURITIES OF REPAY
SCHEDULE OF MATURITIES OF REPAYMENT OF LOAN (Details) - Economic Injury Disaster Loan [Member] | Jun. 30, 2024 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 2,088 |
2025 | 2,088 |
2026 | 2,088 |
2027 | 2,088 |
2028 to 2050 | 24,098 |
Total | $ 32,450 |
SBA EIDL Loan (Details Narrativ
SBA EIDL Loan (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 09, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | |||
Interest paid | $ 1,044 | $ 686 | |
Small Business Administration [Member] | Economic Injury Disaster Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Proceeds from loan | $ 35,600 | ||
Debt term | 30 years | ||
Debt instrument, interest rate, percentage | 3.75% | ||
Monthly periodic payment | $ 174 | ||
Interest paid | $ 1,044 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Apr. 30, 2023 | Jun. 30, 2024 | |
Office Space [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Rent expense, monthly | $ 817 | $ 804 |
Commission Agreements [Member] | Shareholder and Director [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gross revenue commissions, percentage | 2.50% | |
Commission Agreements [Member] | Sales Managers [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gross revenue commissions, percentage | 1% |
SCHEDULE OF RELATED PARTY LOANS
SCHEDULE OF RELATED PARTY LOANS PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transactions [Abstract] | ||
Notes payable – stockholders | $ 35,000 | $ 35,000 |
Convertible debt - stockholders | 1,616,859 | 840,000 |
Notes payable – related parties | $ 150,000 | $ 150,000 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Beneficial Conversion Feature | $ 1,609,359 | |
Convertible Debt - Stockholders, net | 1,616,859 | $ 574,718 |
Accounting Standards Update 2020-06 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible Debt - Stockholders, net | 481,181 | |
Convertible Notes to Stockholders [Member] | ||
Short-Term Debt [Line Items] | ||
Principal | 1,616,859 | 1,360,000 |
Beneficial Conversion Feature | (1,609,359) | (1,352,500) |
Amortization of Debt Discount | 1,128,178 | 567,218 |
Convertible Debt - Stockholders, net | 1,616,859 | 574,718 |
Convertible Notes to Stockholders [Member] | Accounting Standards Update 2020-06 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible Debt - Stockholders, net | $ 481,181 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jul. 02, 2024 | May 20, 2024 | Apr. 01, 2024 | Jan. 10, 2024 | Dec. 26, 2023 | Dec. 22, 2023 | Dec. 21, 2023 | Dec. 20, 2023 | Dec. 19, 2023 | Dec. 18, 2023 | Nov. 16, 2023 | Oct. 23, 2023 | Oct. 11, 2023 | Aug. 24, 2023 | Aug. 18, 2023 | Aug. 03, 2023 | Aug. 02, 2023 | Jun. 05, 2023 | Jun. 02, 2023 | May 17, 2023 | Apr. 04, 2023 | Feb. 24, 2023 | Feb. 21, 2023 | Feb. 03, 2023 | Feb. 02, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | Dec. 08, 2022 | Jun. 25, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Aug. 10, 2019 | Jun. 10, 2019 | Sep. 30, 2022 | Jun. 30, 2024 | Dec. 31, 2017 | Jan. 09, 2024 | Dec. 31, 2023 | Dec. 01, 2023 | Feb. 10, 2023 | Dec. 29, 2014 | |
Repayment of notes payable, description | required payments of $5,000 on or before June 10, 2019, $5,000 on or before August 10, 2019 and the remainder due by the extended due date of September 15, 2019. | |||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||||||||
Beneficial conversion intrinsic value | $ 15,000 | $ 15,000 | $ 60,000 | $ 50,000 | $ 50,000 | $ 150,000 | $ 45,000 | $ 30,000 | $ 50,000 | $ 100,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 20,000 | $ 100,000 | $ 10,000 | $ 42,500 | $ 30,000 | $ 30,000 | |||||||||||||||||||||||
Accrued interest | $ 238,381 | $ 132,685 | ||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12% | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 05, 2022 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 2,600,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 2,600,000 | |||||||||||||||||||||||||||||||||||||||||
Loan Modification Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12.50% | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 01, 2023 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument penalty | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||
Loan Modification Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument penalty | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||
Second Loan Modification Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Notes Payable to Stockholders [Member] | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Settlement of notes payable | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Gain of settlement of debt | 151,324 | |||||||||||||||||||||||||||||||||||||||||
Long term notes payable | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 0% | |||||||||||||||||||||||||||||||||||||||||
Periodic payment | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes to Stockholders [Member] | ||||||||||||||||||||||||||||||||||||||||||
Long term notes payable | $ 100,000 | $ 20,000 | $ 300,000 | $ 10,000 | $ 10,000 | $ 15,000 | $ 15,000 | $ 60,000 | $ 50,000 | $ 50,000 | $ 150,000 | $ 45,000 | $ 30,000 | $ 50,000 | $ 100,000 | $ 50,000 | $ 50,000 | $ 20,000 | $ 100,000 | $ 10,000 | $ 50,000 | $ 30,000 | $ 30,000 | $ 10,000 | $ 50,000 | |||||||||||||||||
Debt interest percentage | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | |||||||||||||||||
Convertible Notes to Stockholders One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Long term notes payable | $ 100,000 | $ 26,859 | ||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12% | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 09, 2022 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,784 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 2,900,000 | |||||||||||||||||||||||||||||||||||||||||
Partially-convertible Promissory Note [Member] | Stockholder [Member] | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||||||
Beneficial conversion intrinsic value | $ 10,000 | $ 300,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Convertible Notes to Stockholders [Member] | ||||||||||||||||||||||||||||||||||||||||||
Long term notes payable | $ 10,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||
Beneficial conversion intrinsic value | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Convertible Notes to Stockholders [Member] | ||||||||||||||||||||||||||||||||||||||||||
Long term notes payable | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12% | |||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||
Beneficial conversion intrinsic value | $ 100,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||
Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||
Beneficial conversion intrinsic value | $ 100,000 | $ 26,859 |