Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | CORPORATE UNIVERSE, INC. | ||
Entity Central Index Key | 0001450307 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 568,849,670 | ||
Entity Public Float | $ 1,655,595 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56271 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 85-2005645 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Entity Address Address Line 1 | 2093 Philadelphia Pike #8334 | ||
Entity Address City Or Town | Claymont | ||
Entity Address State Or Province | DE | ||
City Area Code | 302 | ||
Local Phone Number | 273-1150 | ||
Entity Address Postal Zip Code | 33431 | ||
Security 12g Title | Common Stock, $0.0001 par value | ||
Auditor Location | Tampa, Florida | ||
Auditor Firm Id | 3289 | ||
Auditor Name | Accell Audit & Compliance, P.A. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 464,227 | $ 3,208 |
Inventory | 101,745 | 114,487 |
Leasehold improvements refund receivable | 109,725 | 0 |
Prepaid expenses | 23,421 | 78,981 |
Income tax credits receivable | 0 | 590,132 |
TOTAL CURRENT ASSETS | 699,118 | 786,808 |
FIXED ASSETS | ||
Property and equipment | 775,001 | 187,156 |
TOTAL FIXED ASSETS | 775,001 | 187,156 |
OTHER ASSETS | ||
Intellectual property, net of impairment | 528,357 | 613,024 |
Security deposits | 48,411 | 54,474 |
Right-of-use assets, net of accumulated amortization | 368,615 | 490,181 |
TOTAL OTHER ASSETS | 945,383 | 1,157,679 |
TOTAL ASSETS | 2,419,502 | 2,131,643 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 819,640 | 1,173,307 |
Payroll taxes payable | 386,001 | 398,299 |
Due to stockholders | 610,908 | 5,859 |
Note payable related party | 585,000 | 585,000 |
Notes payable | 851,761 | 70,039 |
Current portion of operating lease liabilities | 129,416 | 107,915 |
Convertibles note payable | 206,500 | 0 |
TOTAL CURRENT LIABILITIES | 3,589,226 | 2,340,419 |
Operating lease liabilities, net of current portion | 271,808 | 401,224 |
TOTAL LIABILITIES | 3,861,034 | 2,741,643 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.0001 par value, 2,500,000,000 shares authorized, 568,849,670 and 533,549,670 shares issued and outstanding at December 31, 2022 and 2021 | 56,885 | 53,355 |
Additional paid-in-capital | 3,743,396 | 2,292,427 |
Accumulated deficit | (5,132,013) | (2,976,773) |
Cumulative translation adjustment | (109,828) | 20,963 |
TOTAL STOCKHOLDERS' DEFICIT | (1,441,532) | (610,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,419,502 | 2,131,643 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 8 | 8 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 10 | 10 |
Series G Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 0 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 568,849,670 | 533,549,670 |
Common stock, shares outstanding | 568,849,670 | 533,549,670 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Common stock, shares issued | 81,032 | 81,032 |
Common stock, shares outstanding | 81,032 | 81,032 |
Preferred stock, shares authorized | 81,100 | 81,100 |
Preferred stock, shares outstanding | 81,032 | 81,032 |
Preferred stock, shares issued | 81,032 | 81,032 |
Series F Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 25 | 25 |
Preferred stock, shares outstanding | 20 | 20 |
Preferred stock, shares issued | 20 | 20 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
SALES | $ 0 | $ 0 |
COST OF SALES | 0 | 0 |
GROSS PROFIT | 0 | 0 |
OPERATING EXPENSES | ||
Officers' salaries | 78,727 | 537,005 |
Salaries and wages | 555,243 | 1,422,868 |
Payroll taxes | 128,620 | 197,054 |
Legal and professional fees | 903,600 | 629,236 |
General and administrative expenses | 499,913 | 280,066 |
TOTAL OPERATING EXPENSES | 2,166,103 | 3,066,229 |
OPERATING LOSS | (2,166,103) | (3,066,229) |
OTHER INCOME (EXPENSES) | ||
Settlement of ZapGo rent obligation | 0 | 121,718 |
Interest income | 222 | 15,324 |
Loss on impairment of intellectual property | (210,814) | 0 |
Interest expense | (108,728) | (85,349) |
LOSS BEFORE INCOME TAX CREDITS | (2,485,423) | (3,014,536) |
Income tax credits | 330,183 | 437,994 |
NET LOSS | (2,155,240) | (2,576,542) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | (137,450) | 27,653 |
COMPREHENSIVE LOSS | $ (2,292,690) | $ (2,548,889) |
LOSS PER COMMON SHARE: | ||
Basic and diluted | $ 0 | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||
Basic and diluted | 558,155,920 | 158,202,558 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Cumulative Translation Adjustment |
Balance, shares at Dec. 31, 2020 | 100,000 | 100,000,000 | ||||
Balance, amount at Dec. 31, 2020 | $ (17,554) | $ 10 | $ 10,000 | $ 379,357 | $ (400,231) | $ (6,690) |
Common stock issued in reverse merger, shares | 181,052 | 433,549,670 | ||||
Common stock issued in reverse merger, amount | 1,956,443 | $ 18 | $ 43,355 | 1,913,070 | 0 | 0 |
Foreign currency translation adjustment | 27,653 | 0 | 0 | 0 | 0 | 27,653 |
Net loss | (2,576,542) | $ 0 | $ 0 | 0 | (2,576,542) | 0 |
Balance, shares at Dec. 31, 2021 | 281,052 | 533,549,670 | ||||
Balance, amount at Dec. 31, 2021 | (610,000) | $ 28 | $ 53,355 | 2,292,427 | (2,976,773) | 20,963 |
Foreign currency translation adjustment | (130,791) | 0 | 0 | 0 | 0 | (130,791) |
Net loss | (2,155,240) | 0 | $ 0 | 0 | (2,155,240) | 0 |
Issuance of common stock for cash, shares | 22,050,000 | |||||
Issuance of common stock for cash, amount | 1,181,999 | 0 | $ 2,205 | 1,179,794 | 0 | 0 |
Issuance of common stock related to debt, shares | 13,250,000 | |||||
Issuance of common stock related to debt, amount | 265,000 | 0 | $ 1,325 | 263,675 | 0 | 0 |
Issuance of Series G preferred stock | 7,500 | $ 0 | $ 0 | 7,500 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 281,052 | 568,849,670 | ||||
Balance, amount at Dec. 31, 2022 | $ (1,441,532) | $ 28 | $ 56,885 | $ 3,743,396 | $ (5,132,013) | $ (109,828) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,155,240) | $ (2,576,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right-of-use assets | 121,566 | 55,421 |
Amortization of note payable discount | 11,125 | 0 |
Loss on impairment of intellectual property | 206,392 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | 12,742 | 1,640 |
Deferred legal fees | 0 | 27,021 |
Prepaid expenses | 55,560 | (64,585) |
Income tax credits receivable | 590,132 | (441,177) |
COVID-19 HM furlough support | 0 | 46,161 |
Security deposits | 6,063 | (54,474) |
Accounts payable and accrued expenses | (353,667) | 975,196 |
Payroll taxes payable | (12,298) | 224,845 |
Operating lease liabilities | (107,915) | 0 |
Net cash used in operating activities | (1,625,540) | (1,806,494) |
Cash flows used in investing activities: | ||
Acquisition of property and equipment | (697,570) | (12,893) |
Additions to intellectual property | (121,725) | (265,961) |
Net cash used in investing activities | (819,295) | (278,854) |
Cash flows from financing activities: | ||
Principal payments on operating lease obligations | 0 | (36,463) |
Repayment of loan obligations | 0 | (191,268) |
Advances from (repayments to) stockholders | 605,049 | (1,144) |
Proceeds from (payments of) convertible notes | 206,500 | (99,265) |
Proceeds from note payable related party | 0 | 585,000 |
Proceeds from (payments of) notes payable | 770,597 | 0 |
Contributed capital | 0 | 43,355 |
Proceeds from the issuance of common stock | 1,446,999 | 0 |
Proceeds from the issuance of preferred stock | 7,500 | 1,754,160 |
Net cash provided by financing activities | 3,036,645 | 2,054,375 |
Effect of exchange rate changes on cash | (130,791) | 26,668 |
Net increase (decrease) in cash | 461,019 | (4,305) |
Cash at beginning of the period | 3,208 | 7,513 |
Cash at end of the period | 464,227 | 3,208 |
Supplemental disclosure of cash flow information: | ||
Stockholder loans reclassified to additional paid-in capital in exchange for equity | 0 | 158,910 |
Operating lease right-of-use assets exchanged for operating lease liabilities | 0 | 545,602 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business Description | |
Organization and Business Description | (1) Organization and Business Description Corporate Universe, Inc. ("COUV”) was incorporated in Delaware on May 28, 1986. On July 17, 2020, the Company changed its name from Carrier Alliance Group Inc. to Corporate Universe, Inc. The accompanying consolidated financial statements include COUV and its wholly-owned subsidiary Carbon-Ion Energy, Inc. (“CIE”), which includes its wholly owned subsidiary Oxcion Limited (“OXC”) (collectively, the “Company”). CIE was incorporated under the laws of the State of Delaware on December 29, 2020 and operates as a holding company for OXC, which was incorporated under the laws of England and Wales on February 20, 2009. OXC operated as a business consulting entity until December 31, 2020. Effective March 11, 2021, OXC became a wholly-owned subsidiary of CIE pursuant to a share exchange agreement (see Note 12) whereby the existing stockholders of OXC received the same pro-rata equity interests in CIE. Going forward, OXC plans to market its patented super capacitor technology to customers worldwide. Effective November 12, 2021, CIE became a wholly-owned subsidiary of COUV pursuant to a share exchange agreement (see Note 12) whereby the existing stockholders of CIE obtained control of COUV. The transaction was accounted for as a change in control with COUV being considered the accounting acquired company and CIE being considered the accounting acquirer. The fiscal year end of the consolidated Company is December 31st. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | (2) Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated 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 the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash For financial statement presentation purposes, the Company considers all short-term investments with an original maturity date of three months or less to be cash equivalents. Inventory Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal year for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of December 31, 2022 or 2021. Property and Equipment Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the consolidated statements of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years. Income Taxes The Company has adopted Financial Accounting Standards Board (“FASB”) Account Standards Codification (“ASC”) 740-10, “ Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. OXC accrues research and development (“R&D”) tax credits payable by the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at it’s sole dicretion, can elect to forego the tax credit and carryforward the qualified R&D payroll costs to offset future taxable income in England. Intellectual Property The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent acquisitions and applications. OXC will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. OXC will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Impairment of Long-lived Assets Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “ Property, Plant and Equipment – Overall, Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 606, “ Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Stock Based Compensation Expense The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “ Accounting for Stock Compensation Convertible Debentures The Company adopted the guidance in Accounting Standards Updated ("'ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Leases The Company accounts for leases in accordance with FASB ASC 842, “ Leases As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2022 and 2021. Foreign Currency Translation Assets and liabilities of CIE’s U.K. subsidiary are translated from pounds sterling to United States dollars at the exchange rate in effect at the consolidated balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustment for the reporting period is included in the Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as a cumulative translation adjustment within stockholders’ deficit. Net Income (Loss) Per Common Share The Company computes loss per common share, in accordance with FASB ASC 260, “ Earnings Per Share Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going concern
Going concern | 12 Months Ended |
Dec. 31, 2022 | |
Going concern | |
Going concern | (3) Going Concern As of December 31, 2022 and 2021, the Company has accumulated operating losses of $5,132,013 and $2,976,773, respectively, has yet to commence operations, and has no product sales related to its patented battery storage technology that was acquired on September 11, 2020, all of which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the Company is currently addressing its liquidity issues by continually seeking investment capital through private placement of common stock and debt. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or be able to arrange for other financing to fund planned business activities. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | (4) Property and Equipment Property and equipment consisted of the following at December 31: 2022 2021 Leasehold improvements $ 566,467 $ - Laboratory equipment 206,986 171,801 Other equipment 1,548 15,355 Total $ 775,001 $ 187,156 Property and equipment has not been placed in service and, as such, there was no depreciation expense for the years ended December 31, 2022 and 2021. |
Intellectual Property
Intellectual Property | 12 Months Ended |
Dec. 31, 2022 | |
Intellectual Property | |
Intellectual Property | (5) Intellectual Property Intellectual property at December 31, 2022 and 2021, in the amounts of $528,357 and $613,024, respectively, are net of reserves for impairment of $240,506 and $34,114, respectively, as of those dates. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 as part of the ZapCo Ltd acquisition, plus legal fees subsequently incurred directly related to these patents and additional patent applications. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the years ended December 31, 2022 and 2021. |
Operating Lease Right-of-Use As
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | (6) Operating Lease Right-of-Use Assets and Operating Lease Liabilities On May 5, 2021, the Company entered into two short-term operating lease agreements for laboratory equipment. One lease runs through April 5, 2023 and the other through May 5, 2023 with monthly rental payments of $1,221 and $605, respectively. On July 31, 2021, the Company entered into a three-year operating lease agreement for laboratory equipment. The lease runs through July 31, 2024 with monthly rental payments of approximately $4,600, including VAT, plus utilities and a pro-rata share of any joint charges as reasonably determined by the landlord. On August 2, 2021, the Company entered into a five-year operating lease agreement for laboratory in Oxfordshire, England. The lease runs through August 2, 2026 with average monthly rental payments of approximately $8,500, including VAT, plus utilities and a pro-rata share of any joint charges as reasonably determined by the landlord. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate is estimated to be 10% as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. The Company recorded $167,012 and $78,816 as operating lease expense for the years ended December 31, 2022 and 2021, respectively. Such expense was classified in general and administrative expenses on the consolidated statements of operations and comprehensive loss. Right-of-use assets consisted of the following at December 31: 2022 2021 Operating leases $ 545,602 $ 545,602 Less accumulated amortization (176,987 ) (55,421 ) Total $ 368,615 $ 490,181 Operating lease liabilities consisted of the following at December 31: 2022 2021 Current portion $ 129,416 $ 107,915 Long-term portion 271,808 401,224 Total $ 401,224 $ 509,139 The maturity of lease liabilities for the years ending each December 31st is as follows: 2023 $ 162,109 2024 131,700 2025 109,200 2026 63,700 Total 466,709 Less imputed interest (65,485 ) Lease liabilities $ 401,224 |
Payroll Taxes Payable
Payroll Taxes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Payroll Taxes Payable | |
Payroll Taxes Payable | (7) Payroll Taxes Payable On August 27, 2021, OXC entered into an installment payment arrangement with HM Revenue & Customs in England for the payroll taxes balance due of $364,538 at June 30, 2021 plus approximately $54,600 for the July payroll tax liability. Payments are to be made in five monthly installments of approximately $76,120 beginning in October 2021 with the final installment due in March 2022 of approximately $38,600 plus any interest that will be due. The outstanding balance at December 31, 2021 related to this installment payment arrangement was $191,840, which is included in payroll taxes payable on the consolidated balance sheets and was paid off in 2022. On April 2, 2022, OXC entered into an additional installment payment arrangement with HMRC for payroll taxes liabilities of approximately $277,000, including the $38,600 balance due from the previous installment payment arrangement. Payments were to be in made in four monthly installments of approximately $69,250 each beginning in May 2022 through August 2022, but were put on hold while the R&D income tax credits through March 31, 2022 were being processed by the HM Revenue & Customs. Although the R&D income tax credits were finalized and remitted to OXC on August 24, 2022, an updated installment payment arrangement has yet to be established with HM Revenue & Customs. Payroll taxes payable at December 31, 2022 and 2021 were $386,001 and $398,299, respectively. On January 13, 2023, OXC entered into an additional installment payment arrangement with HMRC as described in Note 17, Subsequent Events |
Due To Stockholders
Due To Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Due To Stockholders | |
Due To Stockholders | (8) Due To Stockholders Due to stockholders totaled $610,908 and $5,859 as of December 31, 2022 and 2021, respectively. The balance as of December 31, 2022 represents monies advanced to CIE for working capital purposes by the President of COUV, who is also a director and stockholder. The balance as of December 31, 2021 represents monies advanced to CIE for working capital purposes by the Chief Financial Officer of COUV, who is also a stockholder. These amounts are unsecured, non-interest bearing, and payable upon demand. |
Note Payable Due To Related Par
Note Payable Due To Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Note Payable Due To Related Party | |
Note Payable Due To Related Party | (9) Note Payable Due To Related Party On December 31, 2021, CIE executed a promissory note in the amount of $585,000 due to an entity that is beneficially owned and controlled by the President of COUV, who is also a director and stockholder, and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at a rate of 1.9% per annum, and is payable on demand. Principal outstanding in connection with this note totals $585,000 as of December 31, 2022 and 2021. Accrued interest outstanding in connection with this note totals $11,115 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $11,115 and zero for the years ended December 31, 2022 and 2021, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
Notes Payable | (10) Notes Payable On various dates from February 16 through October 26, 2022, CIE executed promissory notes in amounts totaling $190,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at rates ranging from 3% to 15% per annum, and have maturity dates ranging from on demand to June 23, 2023. Principal outstanding in connection with these notes totals $190,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $10,148 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with these notes totals $10,113 and zero for the years ended December 31, 2022 and 2021, respectively. On April 5, 2022, CIE executed a promissory note in the amount of $275,000 due to an unrelated third party and received proceeds of $250,000 for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on May 5, 2023. The difference of $25,000 was recorded as a debt discount and is being amortized to interest expense on a straight-line basis through the maturity date of the note. Principal outstanding in connection with this note totals $275,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with this note totals $30,061 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $30,061 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with this note totals $17,008 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $7,992 and zero as of December 31, 2022 and 2021, respectively, which results in a discounted note balance of $267,008 and zero as of December 31, 2022 and 2021, respectively. On August 10, 2022, CIE executed a promissory note in the amount of $125,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on June 28, 2023. Principal outstanding in connection with this note totals $125,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with this note totals $7,346 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $7,346 and zero for the years ended December 31, 2022 and 2021, respectively. On various dates from December 22, 2022 through December 27, 2022, COUV executed a series of promissory notes in various face amounts totaling $530,000 due to unrelated third parties and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on various dates from December 22, 2023 through December 27, 2023. Under the terms of this financing, COUV issued 13,250,000 shares of its common stock. Such shares were valued at $530,000 utilizing $0.04 per share based upon COUV’s most recent issuance of common shares in exchange for cash. Therefore, the proceeds from this transaction were allocated equally between the issuance of the promissory notes and the shares for accounting purposes. This resulted in a $265,000 debt discount associated with the promissory notes which is being amortized to interest expense on a straight-line basis through the maturity date of the notes. Principal outstanding in connection with these notes totals $530,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $951 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with these notes totals $951 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with these notes totals $4,754 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $260,246 and zero as of December 31, 2022 and 2021, respectively, which results in discounted note balances of $269,754 and zero as of December 31, 2022 and 2021, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | (11) Convertible Notes Payable On various dates from July 26, 2022 through November 29, 2022, CIE executed a series of promissory notes in amounts totaling $206,500 due to unrelated third parties and received proceeds of $199,866 for working capital purposes. The difference of $6,634 relates to transaction fees which were immediately expensed and classified in general and administrative expenses. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on June 15, 2024. Principal outstanding in connection with these notes totals $206,500 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $7,374 and zero as of December 31, 2022 and 2021, respectively. Interest expense in connection with these notes totals $7,374 and zero for the years ended December 31, 2022 and 2021, respectively. These notes will convert into CIE common shares upon the completion of the COUV reorganization and the occurrence of one of the following: a) A CIE equity financing of $3,000,000 or more. In this scenario, the notes and accrued interest will convert into shares of CIE common stock at the price per share paid by new investors in such equity financing discounted by 20%. b) The maturity of the notes on June 15, 2024. In this scenario, the notes and accrued interest will convert into shares of CIE common stock at a price per share equal to the average of the last reported sales price for each of the ten trading days immediately prior to the maturity date. If the shares of CIE common stock are not listed on a securities exchange at that time, then the fair market value per share shall be determined by the CIE Board of Directors. |
Share Exchange Agreements
Share Exchange Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Share Exchange Agreements | |
Share Exchange Agreements | (12) Share Exchange Agreements On March 11, 2021, all the stockholders of OXC exchanged 100% of their stock totaling 100,000 issued and outstanding shares for the same pro-rata equity interests in CIE and received a total of 10,000,000 shares of common stock. On April 13, 2021, CIE entered into a Share Exchange Agreement with COUV whereby COUV would receive 100% of the common stock of CIE in exchange for the issuance by COUV of 100,000,000 shares of newly issued common stock to the stockholders of CIE. The closing of the exchange took place on November 12, 2021 (the “Closing Date”). In addition, the stockholders of CIE received 100,000 shares in a newly created Series D Convertible Preferred Stock in COUV on a pro-rata basis, which can be convertible into an additional 60% of issued and outstanding shares of the COUV common stock from the Closing Date at the option of the holder. This would result in the issuance of approximately 1,044,000,000 additional shares of COUV common stock upon conversion. In accordance with FASB ASC 805, “ Business Combinations Accounting Changes and Error Corrections |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Equity | (13) Equity Preferred Stock The Company has 1,000,000 Shares of Preferred Stock authorized with a par value of $0.0001. The Company has allocated 100,000 Shares for Series C Preferred, 100,000 Shares for Series D Preferred, 81,100 Shares for Series E Preferred, 100,000 Shares for Series F Preferred and 25 Shares for Series G Preferred. Series E · Convertible at option of holder; 1 preferred share is convertible into 1,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series E holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock. · Voting: The Series E Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible. Series F · Convertible at option of holder; 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) · The holders are entitled to receive dividends if and when declared. · The Series F holders are entitled to receive liquidation in preference to the common holders but not above the Series E preferred stock. · Voting: The Series F Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible. Series G · Each share is convertible at option of holder into 4,000,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series G holders are entitled to receive liquidation in preference to the common holders and any subsequent issuances of preferred stock. · Voting: Each share of the Series G Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible. Series C · Convertible into common upon the Company completing a reverse stock split upon which the amount converted will equal 20% of the issued and outstanding common shares per the reverse split. · The holders are entitled to receive dividends on par with common on an as converted basis. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall be entitled to vote representing 20% of the votes eligible to be cast in the matter. Series D · Each share is convertible at option of holder into 12,938 common shares · Voting: Each share of the Series D holders is entitled to 12,938 votes on all matters before the common stock shareholders. The Company has evaluated each series of the Preferred Stock for proper classification under FASB ASC 480 “ Distinguishing Liabilities from Equity Derivatives and Hedging FASB ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present. FASB ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | (14) Income Taxes As of December 31, 2022, the Company had net operating loss carry forwards of approximately $5,132,000 that may be available to reduce future years’ taxable income in varying amounts through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance equal to the deferred tax asset relating to these tax loss carry-forwards of approximately $1,078,000 and $750,000 as of December 31, 2022 and 2021, respectively. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations and comprehensive loss. There were no interest or penalties accrued as of December 31, 2022 or 2021. The R&D income tax credits for the years ended December 31, 2022 and 2021 were $330,183 and $437,994, respectively. The balance due from the HMRC for these R&D income tax credits as of December 31, 2022 and 2021 was $0 and $590,132, respectively. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | (15) Commitments and Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “ Contingencies” On March 31, 2021, CIE entered into an employment agreement with the Chief Executive Officer (“CEO”), who is also a director, for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company shall review the base salary on an annual basis and has the right, but not the obligation to increase it, but has no right to decrease the base salary. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non- renewal during the initial term or the then current renewal term. In addition, the CEO is entitled to receive an annual bonus up to $400,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors on an annual basis. On April 12, 2021, CIE entered into an employment agreement with the Chief Financial Officer (“CFO”) who is also a director, for an initial term of one year with a base salary of $250,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the Compensation Committee of the Board of Directors. The CFO is also entitled to receive a car allowance of $1,000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, the CFO is entitled to receive a bonus determined by the Compensation Committee of the Board of Directors on an annual basis. The two employment agreements described above were replaced by new agreements effective March 1 and March 14, 2023 as disclosed on Note 17, Subsequent Events On February 21, 2022, OXC entered into consulting agreement with an unrelated third-party company and the associated consultant on a non-exclusive basis. Pursuant to terms of the agreement, the consultant company is entitled to receive £15,000 per month, plus qualified expenses, until it is terminated by either party giving to the other no less than three months written notice. However, OXC can immediately terminate this agreement, without prejudice, if the consultant commits a material breach or various other forms of misconduct as defined. As additional compensation, the Company’s intends to recommend to the Board of Directors that the consultant be issued a stock grant equal to 3% of the post reorganized shares of CIE’s common stock, when effective, on a fully diluted basis. The Company intends this grant, when issued, will vest over a three term at 1% per year as defined. Furthermore, it is the Company’s intention to offer the consultant a seat on the Board of Directors, without compensation. On February 23, 2022, OXC formally settled a legal dispute with the two former executives and directors of ZapGo Limited for compensation obligations post acquisition and agreed to an Ex Gratia Payment of $121,221 each. The total balance of $242,442 was included in accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021 and in salaries and wages on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. These amounts were paid in full during the year ended December 31, 2022. On July 1, 2022, CIE entered into consulting agreement with an individual, who is also a major shareholder of the Company, on a non-exclusive basis. Pursuant to terms of the agreement, the consultant is entitled to receive $15,000 per month, plus qualified expenses, until it is terminated by either party giving to the other no less than three months written notice. However, CIE can immediately terminate this agreement, without prejudice, if the consultant commits a material breach or various other forms of misconduct as defined. |
Concentration of credit risks
Concentration of credit risks | 12 Months Ended |
Dec. 31, 2022 | |
Concentration of credit risks | |
Concentration of credit risks | (16) Concentration of Credit Risk The Company maintains cash balances in interest and non-interest bearing bank accounts, one of which exceeded federally insured limits by $117,541 as of December 31, 2022 and none of which exceeded federally insured limits as of December 31, 2021. The Company has not experienced any losses in any of its accounts and management believes not to be exposed to any significant credit risk on cash. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | |
Subsequent events | (17) Subsequent Events On January 13, 2023, OXC entered into an additional installment payment arrangement with the HMRC in England for payroll taxes liabilities incurred during the year ended December 31, 2022 of approximately $198,000, which is net of R&D income tax credits due from HMRC of approximately $262,000 as of December 31, 2022. Payments are to be in made in four monthly installments of approximately $49,500 each beginning in February 2023 through May 2023. On various dates from January 9, 2023 through April 16, 2023, COUV executed a series of promissory notes in amounts totaling $448,750 due to unrelated third parties for working capital purposes. Such notes were issued under terms identical to those described in Note 10. Effective March 1, 2023, CIE entered into a new Employment Agreement (the “Agreement”) with the CEO, which supersedes his employment agreement dated March 31, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CEO shall be paid a base salary of $200,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CEO waived all amounts due to him under the previous employment agreement totaling $371,600 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022. Effective March 14, 2023, CIE entered into a new Employment Agreement (the “Agreement”) with the CFO, which supersedes his employment agreement dated April 12, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CFO shall be paid a base salary of $180,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CFO waived all amounts due to him under the previous employment agreement totaling $196,570 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022. Management has evaluated subsequent events through April 17, 2023, the date the consolidated financial statements were available to be issued, and has determined that there are no other events that would require an adjustment to, or disclosure in, the consolidated financial statements as of December 31, 2022. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of significant accounting policies | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated 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 the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | For financial statement presentation purposes, the Company considers all short-term investments with an original maturity date of three months or less to be cash equivalents. |
Inventory | Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal year for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of December 31, 2022 or 2021. |
Property and Equipment | Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the consolidated statements of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years. |
Income Taxes | The Company has adopted Financial Accounting Standards Board (“FASB”) Account Standards Codification (“ASC”) 740-10, “ Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. OXC accrues research and development (“R&D”) tax credits payable by the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at it’s sole dicretion, can elect to forego the tax credit and carryforward the qualified R&D payroll costs to offset future taxable income in England. |
Intellectual Property | The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent acquisitions and applications. OXC will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. OXC will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. |
Impaitrment of Long -lives Assets | Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “ Property, Plant and Equipment – Overall, |
Revenue Recognition | The Company recognizes revenue in accordance with FASB ASC 606, “ Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. |
Stock Based Compensation Expenses | The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “ Accounting for Stock Compensation |
Convertible Debentures | The Company adopted the guidance in Accounting Standards Updated ("'ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Leases | The Company accounts for leases in accordance with FASB ASC 842, “ Leases As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2022 and 2021. |
Foreign Currency Translation | Assets and liabilities of CIE’s U.K. subsidiary are translated from pounds sterling to United States dollars at the exchange rate in effect at the consolidated balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustment for the reporting period is included in the Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as a cumulative translation adjustment within stockholders’ deficit. |
Net Income (Loss) Per Common Share | The Company computes loss per common share, in accordance with FASB ASC 260, “ Earnings Per Share |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | 2022 2021 Leasehold improvements $ 566,467 $ - Laboratory equipment 206,986 171,801 Other equipment 1,548 15,355 Total $ 775,001 $ 187,156 |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | |
Schedule of right of use assets | 2022 2021 Operating leases $ 545,602 $ 545,602 Less accumulated amortization (176,987 ) (55,421 ) Total $ 368,615 $ 490,181 |
Schedule of opearting lease liabilites | 2022 2021 Current portion $ 129,416 $ 107,915 Long-term portion 271,808 401,224 Total $ 401,224 $ 509,139 |
Summary 0f maturity of lease liabilities | 2023 $ 162,109 2024 131,700 2025 109,200 2026 63,700 Total 466,709 Less imputed interest (65,485 ) Lease liabilities $ 401,224 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of significant accounting policies | ||
Impairment loss | $ 210,814 | $ 0 |
Ownership percentage | 50% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Going concern | ||
Accumulated deficit | $ (5,132,013) | $ (2,976,773) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, Net | $ 775,001 | $ 187,156 |
Laboratory equipment [Member] | ||
Property and equipment, Net | 206,986 | 171,801 |
Leasehold improvements [Member] | ||
Property and equipment, Net | 566,467 | 0 |
Other Equipment [Member] | ||
Property and equipment, Net | $ 1,548 | $ 15,355 |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Intellectual Property | ||
Intellectual Property | $ 528,357 | $ 613,024 |
Impairment cost | $ 240,506 | $ 34,114 |
Operating Lease RightofUse Asse
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | ||
Operating leases | $ 545,602 | $ 545,602 |
Less: accumulated amortization | 176,987 | 55,421 |
Right of use assets net | $ 368,615 | $ 490,181 |
Operating Lease RightofUse As_2
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | ||
Current portion | $ 129,416 | $ 107,915 |
Long-term portion | 271,808 | 401,224 |
Operating leases | $ 401,224 | $ 509,139 |
Operating Lease RightofUse As_3
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details 2) | Dec. 31, 2022 USD ($) |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | |
2023 | $ 162,109 |
2024 | 131,700 |
2025 | 109,200 |
2026 | 63,700 |
Total | 466,709 |
Less: imputed interest | (65,485) |
Lease liabilities | $ 401,224 |
Operating Lease RightofUse As_4
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 02, 2021 | May 05, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Monthly rental payment | $ 8,500 | $ 4,600 | |||
Interest rate | 10% | ||||
General and Administrative Expenses [Member] | |||||
Operating lease expense | $ 167,012 | $ 78,816 | |||
May 5, 2023 [ Member] | |||||
Monthly rental payment | $ 605 | ||||
April 5, 2023 [ Member] | |||||
Monthly rental payment | $ 1,221 |
Payroll Taxes Payable (Details
Payroll Taxes Payable (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Aug. 31, 2022 | Dec. 31, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | |
Payroll taxes payable | $ 386,001 | $ 398,299 | |||||
Payroll taxes due | 386,001 | 398,299 | |||||
August 27, 2021 [Member] | HM Revenue and Custioms [Member] | |||||||
Payroll taxes due | $ 364,538 | ||||||
Payroll tax liability | $ 54,600 | ||||||
Outstanding balance taxes | $ 191,840 | ||||||
Final installment payment | $ 38,600 | ||||||
Monthly installments | $ 76,120 | ||||||
Aprail 2,2022 [Member] | HMRC [Member] | |||||||
Payroll taxes due | $ 38,600 | ||||||
Payroll tax liability | $ 277,000 | ||||||
Monthly installments | $ 69,250 |
Due To Stockholders (Details Na
Due To Stockholders (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Due To Stockholders | ||
Due to stockholders | $ 610,908 | $ 5,859 |
Note Payable Due To Related P_2
Note Payable Due To Related Party (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Note Payable Due To Related Party | ||
Promissory note amount | $ 585,000 | |
Outstanding notes payable | $ 585,000 | 585,000 |
Accrued interest rate | 1.90% | |
Interest expenses | $ 11,115 | 0 |
Accrued interest | $ 11,115 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 10, 2022 | Apr. 05, 2022 | Dec. 27, 2022 | Oct. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock issued | 568,849,670 | 533,549,670 | ||||
Common stock value | $ 56,885 | $ 53,355 | ||||
Amortization of debt discount expense | 11,125 | 0 | ||||
April 5,2022 | ||||||
Discount on interest expense | 25,000 | |||||
CIE executed | $ 275,000 | |||||
Amount received for working capital purposes | $ 250,000 | |||||
Principle outstanding | 275,000 | 0 | ||||
Accrued interest rate | 15% | |||||
Interest expenses | 30,061 | 0 | ||||
Amortization of debt discount expense | 17,008 | 0 | ||||
Unmortization of debt discount expense | 7,992 | 0 | ||||
Discounted note | 267,008 | 0 | ||||
Accrued interest | 30,061 | 0 | ||||
Note payable date | May 05, 2023 | |||||
August 10,2022 | ||||||
CIE executed | $ 125,000 | |||||
Principle outstanding | 125,000 | 0 | ||||
Accrued interest rate | 15% | |||||
Interest expenses | 7,346 | 0 | ||||
Accrued interest | 7,346 | 0 | ||||
Note payable date | Jun. 28, 2023 | |||||
October 26,2022 | ||||||
CIE executed | $ 190,000 | |||||
Principle outstanding | 275,000 | 0 | ||||
Interest expenses | 10,113 | 0 | ||||
Accrued interest | 10,148 | 0 | ||||
Note payable date | Jun. 23, 2023 | |||||
October 26,2022 | Minimum [Member] | ||||||
Accrued interest rate | 3% | |||||
October 26,2022 | Maximum [Member] | ||||||
Accrued interest rate | 15% | |||||
December 27, 2022 | ||||||
Amount received for working capital purposes | $ 530,000 | |||||
Common stock issued | 13,250,000 | |||||
Common stock value | $ 530,000 | |||||
Common stock par value | $ 0.04 | |||||
Principle outstanding | 530,000 | 0 | ||||
Debt discount | $ 265,000 | |||||
Accrued interest rate | 10% | |||||
Interest expenses | 951 | 0 | ||||
Amortization of debt discount expense | 4,754 | 0 | ||||
Unmortization of debt discount expense | 260,246 | 0 | ||||
Discounted note | 269,754 | 0 | ||||
Accrued interest | $ 951 | $ 0 | ||||
Note payable date | Dec. 22, 2023 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 499,913 | $ 280,066 | |
November 29, 2022 | |||
Accrued interest rate | 10% | ||
CIE executed | $ 206,500 | ||
Amount received for working capital purposes | 199,866 | ||
CIE equity financing | 3,000,000 | ||
Principle outstanding | 206,500 | 0 | |
Interest expenses | 7,374 | 0 | |
General and administrative expenses | $ 6,634 | ||
Equity financing discounted | 20% | ||
Accrued interest | $ 7,374 | $ 0 | |
Note payable date | Jun. 15, 2024 |
Share Exchange Agreements (Deta
Share Exchange Agreements (Details Narrative) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 13, 2021 | Mar. 11, 2021 |
Common stock share | 568,849,670 | 533,549,670 | ||
Series D Preferred Stock [Member] | ||||
Preferred Stock | 100,000 | 100,000 | ||
March 11, 2021 | ||||
Common stock share | 10,000,000 | |||
April 13, 2021 | ||||
Common stock share | 100,000,000 | |||
April 13, 2021 | Series D Preferred Stock [Member] | ||||
Preferred Stock | 100,000 | |||
Additional share | 1,044,000,000 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock share authorized | 1,000,000 | 1,000,000 |
Preferred Stock Share par value | $ 0.0001 | $ 0.0001 |
Common stock share | 568,849,670 | 533,549,670 |
Common stock share outstanding | 568,849,670 | 533,549,670 |
Series E Preferred Stock [Member] | ||
Preferred stock share authorized | 81,100 | 81,100 |
Common stock share | 81,032 | 81,032 |
Common stock share outstanding | 81,032 | 81,032 |
Preferred Stock Share outstanding | 81,032 | 81,032 |
Preferred Stock Share issued | 81,032 | 81,032 |
Preferred stock, shares allocated | 81,100 | |
Conversion, Description | 1 preferred share is convertible into 1,000 common shares | |
Series F Preferred Stock [Member] | ||
Preferred stock share authorized | 100,000 | 100,000 |
Preferred Stock Share outstanding | 100,000 | 100,000 |
Preferred Stock Share issued | 100,000 | 100,000 |
Preferred stock, shares allocated | 100,000 | |
Conversion, Description | 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) | |
Series G Preferred Stock [Member] | ||
Preferred stock share authorized | 25 | 25 |
Preferred Stock Share outstanding | 20 | 20 |
Preferred Stock Share issued | 20 | 20 |
Preferred stock, shares allocated | 25 | |
Conversion of preferred stock into common shares | 4,000,000 | |
Series C Preferred Stock [Member] | ||
Preferred stock share authorized | 100,000 | 100,000 |
Preferred Stock Share outstanding | 0 | 0 |
Preferred Stock Share issued | 0 | 0 |
Preferred stock, shares allocated | 100,000 | |
Reverse stock split | 20% | |
Voting rights | 20% | |
Series D Preferred Stock [Member] | ||
Preferred stock share authorized | 100,000 | 100,000 |
Voting rights shares | 12,938 | |
Preferred Stock Share outstanding | 100,000 | 100,000 |
Preferred Stock Share issued | 100,000 | 100,000 |
Preferred stock, shares allocated | 100,000 | |
Conversion of preferred stock into common shares | 12,938 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Interest or penalties accrued | $ 0 | |
Net operating loss carry forwards | $ 5,132,000 | |
Deferred tax asset | 1,078,000 | 750,000 |
Income tax credits due | 262,000 | |
R & D [Member] | ||
Income tax credits due | 0 | 590,132 |
Income tax credits | $ 330,183 | $ 437,994 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 01, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Apr. 12, 2021 | Mar. 31, 2021 |
Allowance | $ 1,000 | ||||
Base salary | 250,000 | $ 465,000 | |||
compensation obligations expenses | $ 121,221 | ||||
Accrued amount recoreded in salary and wages | $ 242,442 | ||||
Annual bonus | $ 400,000 | ||||
Consulting agreement | $ 15,000 | ||||
Minimum [Member] | |||||
Increase base salary minimum | 15,000 | ||||
Maximum [Member] | |||||
Increase base salary maximum | $ 30,000 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Concentration of Credit Risk (Details Narrative) | ||
Federally insured limits | $ 117,541 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 14, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Apr. 16, 2023 | |
Salary paid | $ 200,000 | |||
Previous employment agreement | 371,600 | |||
Income tax credits | $ 262,000 | |||
CFO | ||||
Previous employment agreement | $ 196,570 | |||
Subsequent Event [Member] | ||||
Promissory notes | $ 448,750 | |||
Subsequent Event [Member] | HMRC England | ||||
Payroll taxes liabilities | $ 198,000 | |||
Description of installments | Payments are to be in made in four monthly installments of approximately $49,500 each beginning in February 2023 through May 2023 | |||
Subsequent Event [Member] | CFO | ||||
Salary paid | $ 180,000 |