Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 683,446,845 | |
Amendment Flag | false | |
Entity Central Index Key | 0001483646 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55730 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1120628 | |
Entity Address, Address Line One | 4450 Arapahoe Ave | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Boulder | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80303 | |
City Area Code | (303) | |
Local Phone Number | 500-3210 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 36,603 | $ 62,085 |
Prepaid expenses | 4,009 | |
Total current assets | 40,612 | 62,085 |
Intangibles | 248,686 | 241,685 |
Total Assets | 289,298 | 303,770 |
Current liabilities | ||
Accounts payable | 117,674 | 97,750 |
Accrued interest payable | 172,822 | 150,691 |
Notes payable | 50,000 | |
Convertible notes payable, net of discounts of $4,445 and $7,835 at March 31, 2023 and December 31, 2022 | 757,189 | 784,939 |
Total current liabilities | 1,097,685 | 1,033,380 |
Stockholders' Deficit | ||
Preferred stock, 10,000,000 shares authorized; $0.001 par value; 1,000,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, 700,000,000 shares authorized; $0.001 par value 651,139,153 and 546,495,214 issued and outstanding at March 31, 2023 and December 31, 2022 | 651,139 | 546,495 |
Additional paid in capital | 8,027,145 | 8,097,862 |
Common stock to be issued | 4,500 | |
Accumulated deficit | (9,492,171) | (9,374,967) |
Total stockholders' deficit | (808,387) | (729,610) |
Total Liabilities and Stockholders' Deficit | $ 289,298 | $ 303,770 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discount (in Dollars) | $ 4,445 | $ 7,835 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, share outstanding | 1,000,000 | 1,000,000 |
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 651,139,153 | 546,495,214 |
Common stock, shares outstanding | 651,139,153 | 546,495,214 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Legal and professional | 44,652 | 36,199 |
Management consulting - related party | 31,500 | 86,613 |
General and administrative | 12,252 | 13,468 |
Total operating expenses | 88,404 | 136,280 |
Other expense (income) | ||
Amortization of discount on convertible notes | 313,923 | |
Amortization of convertible debt issuance costs | 3,390 | 20,328 |
Interest expense | 25,410 | 46,371 |
Other expense (income) | 28,800 | 380,622 |
Net (loss) | $ (117,204) | $ (516,902) |
Net (loss) per share - basic and diluted (in Dollars per share) | ||
Weighted average number of common shares outstanding - basic and diluted (in Shares) | 597,028,323 | 146,414,764 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net (loss) per share - diluted | ||
Weighted average number of common shares outstanding - diluted | 597,028,323 | 146,414,764 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital | Common Stock to be Issued | Accumulated Deficit | Total |
Balances at Dec. 31, 2021 | $ 128,689 | $ 1,000 | $ 7,896,457 | $ (8,149,760) | $ (123,614) | |
Balances (in Shares) at Dec. 31, 2021 | 128,689,319 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 63,312 | 233,009 | 296,321 | |||
Shares issued for conversion of notes and interest (in Shares) | 63,311,934 | |||||
Net loss | (516,902) | (516,902) | ||||
Balances at Mar. 31, 2022 | $ 192,001 | $ 1,000 | 8,129,466 | (8,666,662) | (344,195) | |
Balances (in Shares) at Mar. 31, 2022 | 192,001,253 | 1,000,000 | ||||
Balances at Dec. 31, 2022 | $ 546,495 | $ 1,000 | 8,097,862 | (9,374,967) | (729,610) | |
Balances (in Shares) at Dec. 31, 2022 | 546,495,214 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 104,644 | (70,717) | 33,927 | |||
Shares issued for conversion of notes and interest (in Shares) | 104,643,939 | |||||
Shares to be issued for notes payable | 4,500 | 4,500 | ||||
Net loss | (117,204) | (117,204) | ||||
Balances at Mar. 31, 2023 | $ 651,139 | $ 1,000 | $ 8,027,145 | $ 4,500 | $ (9,492,171) | $ (808,387) |
Balances (in Shares) at Mar. 31, 2023 | 651,139,153 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net (loss) | $ (117,204) | $ (516,902) |
Adjustments to reconcile net loss to net cash used | ||
Amortization of convertible note issue costs | 3,390 | 20,328 |
Amortization of discounts on convertible notes | 313,923 | |
Amortization of interest on convertible notes | 14,366 | |
Interest paid in stock | 491 | |
Changes in operating assets and liabilities | ||
Decrease in prepaids | 3,750 | |
Increase (decrease) in accounts payable | 19,924 | (10,248) |
Increase in accrued interest payable | 24,918 | 32,005 |
Cash used in operating activities | (68,481) | (142,778) |
Cash Flows From Investing Activities | ||
Software and patent costs | (7,001) | (845) |
Cash used in investing activities | (7,001) | (845) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 50,000 | |
Proceeds from convertible notes, net of offering costs and original issue discount | 52,000 | |
Net cash provided by financing activities | 50,000 | 52,000 |
Net increase (decrease) in cash | (25,482) | (91,623) |
Cash, beginning of period | 62,085 | 518,539 |
Cash, end of period | 36,603 | 426,916 |
Supplemental disclosure of non-cash investing | ||
Notes payable and interest converted to common stock | 33,927 | 296,321 |
Accounts payable for intangibles | $ 70,251 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Nature of Operations and Basis of Presentation [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION BlackStar Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007. On January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. IHG was issued 44,400,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services and capital consulting to companies. IHG and BlackStar are currently managed and controlled by two individuals each of whom is a beneficial owner of an additional 9% of the Company’s common stock. The Company intends to act as a merchant banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary, Blockchain Equity Management Corp (“BEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the businesses with capital. BlackStar formed a subsidiary nonprofit company, Blockchain Industry SRO Inc. (“BI”) in 2017. BI’s business plan is to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services contract. Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited consolidated financial statements include BlackStar and its wholly owned subsidiaries: Blockchain Equity Management Corp. and Blockchain Industry SRO Inc., and were prepared from the accounts of the Company in accordance with US GAAP. All significant intercompany transactions and balances have been eliminated on consolidation. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the three months ended March 31, 2023 and the year ended December 31, 2022, the Company has generated no revenues and has incurred losses. As of March 31, 2023, the Company had cash of $36,603, working capital deficiency of $1,057,073 and an accumulated deficit of $9,492,171. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of March 31, 2023 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLES [Abstract] | |
INTANGIBLES | NOTE 4 – INTANGIBLES Intangibles at March 31, 2023 and December 31, 2022 consist of capitalized costs for the Company’s proprietary software and patents as follows: 2023 2022 Software $ 97,001 $ 90,000 Patents 151,685 151,685 $ 248,686 $ 241,685 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 5 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 preferred shares, with a par value of $0.001 per share. The Company issued 1,000,000 shares of its Series A Preferred Series stockto IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company. Common Stock In July 2022, the majority shareholder of BlackStar Enterprise Group, Inc. submitted written consent to the resolution to increase the authorized common stock from 700,000,000 to 2,000,000,000, with an effective date of the Amendment to the Articles of Incorporation of August 5, 2022. Following the increase in authorized shares proposed by the Company’s Board of Directors, the Company has 2,000,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock (no change in preferred), with no changes in the shares outstanding of either the common stock or preferred stock as a result of the increase. During the three months ended March 31, 2023, the Company issued shares of its common stock as follows: ● 104,643,939 shares for conversion of $33,927 principal and interest on convertible notes payable. During the three months ended March 31, 2022, the Company issued shares of its common stock as follows: ● 63,311,934 shares for conversion of $296,321 principal and interest on convertible notes payable. At March 31, 2023, the Company has recorded common stock to be issued, valued at $4,500, as additional consideration for loans made to the Company during the period (See Note 8). |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 6 – WARRANTS In April 2019, the Company issued a convertible note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to the holder for the purchase 440,000 shares of the Company’s common stock. The warrants are exerecisable at $0.25 per share for a term of 5 years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The $132.953 fair value of the warrants was charged to operations when issued during the year ended December 31, 2019. At March 31, 2023, the intrinsic value of the outstanding warrants was $0, as the trading price of the Company’s common stock at that date was less than the underlying exercise price of the warrants. A summary of warrant activity during the three months ended March 31, 2023 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2022 321,200 $ 0.25 1.57 Exercised — Expired — Outstanding and exercisable – March 31, 2023 321,200 $ 0.25 1.07 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2023 | |
Convertiable Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES During the three months ended March 31, 2023, the Company had the following transations related to its convertible note financings: ● In January and March 2023, 1800 Diagonal Lending LLC elected to convert, in three tranches, the outstanding principal balance of $23,600 and accured and upaid interest thereon of $2,787 due on their note of May 5, 2022 into 75,643,939 shares of the Company’s common stock at prices of $0.00033 to $0.00036 per share under the conversion provision and terms of the note agreement. ● In March 2023, 1800 Diagonal Lending LLC elected to make a $7,540 partial conversion of the principal portion of their August 30, 2022 note into 29,000,000 shares of the Company’s common stock at a conversion price of $0.00026 per share under the conversion provision and terms of the note agreement. In April 2022, Quick Capital LLC issued a notice of default on its $33,275 convertible note to the Company dated November 16, 2020 and stated that the outstanding amount due on the note is $133,317, the default interest per annum is 24%, and that the conversion price is the lowest trading price during the delinquency period with a 50% discount. The Company has recorded accrued default interest on the note at the rate of 24% per annum from May 24, 2021 (date of default) to March 31, 2023 based on the original loan value of $33,275. At March 31, 2023, the accompanying financial statements reflects an outstanding loan balance due to Quick Capital LLC of $33,275 and accrued interest of $5,564. The Company and Quick Capital LLC have been in discussions to reach a reasonable and fair settlement of the balance due on the financing agreement. Convertible notes payable at March 31, 2023 and December 31, 2022 are summarized as follows: Note Holder Face Amount Interest Rate Due Date March 31, 2023 December 31, 2022 GS Capital Partners LLC $ 60,000 8 % Oct. 11, 2022 $ 39,615 $ 39,615 SE Holdings LLC $ 220,000 10 % Jan. 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 377,534 $ 377,534 1800 Diagonal Lending LLC $ 55,750 10 % May 5, 2023 — $ 23,600 $ 43,750 10 % Aug. 30, 2023 $ 36,210 $ 43,750 $ 55,000 10 % Oct. 31, 2022 $ 55,000 $ 55,000 Discount $ (4,445 ) $ (7,835 ) $ 757,189 $ 784,939 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE In March 2023, the Company borrowed $25,000 from each of two individuals, repayable nine months from date of borrowing with interest at 11% per annum. At maturity, the Company will repay the face amount of each of the loans in cash including interest at 11% and, in addition, will issue 3,750,000 shares of the Company’s common stock to each of the lenders. At maturity each of the lenders have the option to be issued, in leiu of cash payment of the outstanding debt, an additional 3,750,000 shares of the Company’s common stock in full satisfaction of the principal loan amount of $25,000 and related unpaid and accrued interest thereon. The Company has recorded the initial aggregate 7,500,000 common shares to be issued to the two lenders at $4,500, based on the $0.0006 closing trading price of it's common stock as of the date of the loan, as a component of stockholders’ deficit classified as common stock to be issued and is amortizing the $4,500 value of the shares as interest expense over the term of the loans. Amortization for the three months ended March 31, 2023 is $451. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. IHG, the controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement that defines the compensation to be paid. For the three months ended March 31, 2023 and 2022 the Company recorded related party management fees of $31,500 and $86,613, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In April 2023, 1800 Diagonal Lending LLC elected to make a $4,200 partial conversion of the principal portion of their August 30, 2022 note into 32,307,692 shares of the Company’s common stock at a conversion price of $0.00013 per share under the conversion provision and terms of the note agreement. In May 2023, the Company borrowed $50,000 from an unrelated individual, repayable nine months from date of borrowing with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 shares of the Company’s common stock to the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 shares of the Company’s common stock as full satisfaction of the principal loan amount of $50,000 and related unpaid and accrued interest thereon. The Company has analyzed its operations subsequent to March 31, 2023 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of March 31, 2023 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Intangibles Capitalized Costs [Abstract] | |
Schedule of intangibles capitalized costs | 2023 2022 Software $ 97,001 $ 90,000 Patents 151,685 151,685 $ 248,686 $ 241,685 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants [Abstract] | |
Schedule of warrant activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2022 321,200 $ 0.25 1.57 Exercised — Expired — Outstanding and exercisable – March 31, 2023 321,200 $ 0.25 1.07 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Note Holder Face Amount Interest Rate Due Date March 31, 2023 December 31, 2022 GS Capital Partners LLC $ 60,000 8 % Oct. 11, 2022 $ 39,615 $ 39,615 SE Holdings LLC $ 220,000 10 % Jan. 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 377,534 $ 377,534 1800 Diagonal Lending LLC $ 55,750 10 % May 5, 2023 — $ 23,600 $ 43,750 10 % Aug. 30, 2023 $ 36,210 $ 43,750 $ 55,000 10 % Oct. 31, 2022 $ 55,000 $ 55,000 Discount $ (4,445 ) $ (7,835 ) $ 757,189 $ 784,939 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - International Hedge Group Inc [Member] | Jan. 25, 2016 shares |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 95% |
Common Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 9% |
Shares issued to parent entity | 44,400,000 |
Class A Preferred Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Shares issued to parent entity | 1,000,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Going Concern [Abstract] | ||
Cash | $ 36,603 | |
Working capital deficiency | 1,057,073 | |
Accumulated deficit | $ (9,492,171) | $ (9,374,967) |
INTANGIBLES (Details) - Schedul
INTANGIBLES (Details) - Schedule of intangibles capitalized costs - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 248,686 | $ 241,685 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 97,001 | 90,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 151,685 | $ 151,685 |
STOCKHOLDERS_ DEFICIT (Details)
STOCKHOLDERS’ DEFICIT (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock shares issued | 651,139,153 | 546,495,214 | ||
Common stock, shares authorized | 700,000,000 | 700,000,000 | ||
Principal and interest on convertible notes payable (in Dollars) | $ 3,750,000 | |||
Common Stock [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Common stock, shares authorized | 2,000,000,000 | |||
Preferred Stock [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common Stock [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Shares for conversion | 104,643,939 | 63,311,934 | ||
Principal and interest on convertible notes payable (in Dollars) | $ 33,927 | |||
Principal amount (in Dollars) | $ 296,321 | |||
Number of shares issued | 4,500 | |||
Minimum [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Common stock, shares authorized | 700,000,000 | |||
Maximum [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Common stock, shares authorized | 2,000,000,000 | |||
Series A Preferred Stock [Member] | IHG [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Common stock shares issued | 1,000,000 | |||
Convertible rate of common shares to preferred stock | 100 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2023 | |
WARRANTS (Details) [Line Items] | |||
Warrant expense | $ 132.953 | ||
Warrant [Member] | |||
WARRANTS (Details) [Line Items] | |||
Convertible note expense | $ 110,000 | ||
Warrants issued (in Shares) | 440,000 | ||
Warrant [Member] | Black-Scholes [Member] | |||
WARRANTS (Details) [Line Items] | |||
Warrants, exercise price per share (in Dollars per share) | $ 0.25 | ||
Warrants, expiration period | 5 years | ||
Value of warrants | $ 132,953 | ||
Stock price (in Dollars per share) | $ 0.38 | ||
Strike price (in Dollars per share) | $ 0.25 | ||
Volatility | 98% | ||
Risk free rate | 2.25% | ||
Time to expiration | 5 years | ||
Intrinsic value of the outstanding warrants | $ 0 |
WARRANTS (Details) - Schedule o
WARRANTS (Details) - Schedule of warrant activity - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Schedule of warrant activity [Abstract] | ||
Shares outstanding and exercisable, beginning | 321,200 | |
Weighted Average Exercise Price outstanding and exercisable, beginning (in Dollars per share) | $ 0.25 | |
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, beginning | 1 year 6 months 25 days | |
Shares, exercised | ||
Shares, expired | ||
Shares outstanding and exercisable, ending | 321,200 | |
Weighted Average Exercise Price outstanding and exercisable, ending (in Dollars per share) | $ 0.25 | |
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, ending | 1 year 25 days |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 30, 2022 | Mar. 31, 2023 | |
CONVERTIBLE NOTES (Details) [Line Items] | ||
Outstanding amount | $ 133,317 | |
Convertible note | $ 33,275 | |
Default interest rate | 24% | |
Percentage of conversion price | 50% | |
Interest rate | 24% | |
Loan value | $ 33,275 | |
1800 Diagonal Lending LLC [Member] | ||
CONVERTIBLE NOTES (Details) [Line Items] | ||
Outstanding amount | 23,600 | |
Accrued interest | $ 2,787 | |
Maturity date | May 05, 2022 | |
Common stock shares (in Shares) | 75,643,939 | |
Percentage of conversion price | 7,540% | |
1800 Diagonal Lending LLC [Member] | Common Stock [Member] | ||
CONVERTIBLE NOTES (Details) [Line Items] | ||
Debt convert conversion price (in Dollars per share) | $ 0.00026 | |
1800 Diagonal Lending LLC [Member] | Minimum [Member] | ||
CONVERTIBLE NOTES (Details) [Line Items] | ||
Common stock at prices (in Dollars per share) | 0.00033 | |
1800 Diagonal Lending LLC [Member] | Maximum [Member] | ||
CONVERTIBLE NOTES (Details) [Line Items] | ||
Common stock at prices (in Dollars per share) | $ 0.00036 | |
Quick Capital LLC [Member] | ||
CONVERTIBLE NOTES (Details) [Line Items] | ||
Accrued interest | $ 5,564 | |
Outstanding loan | $ 33,275 |
CONVERTIBLE NOTES (Details) - S
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Convertible notes payable | $ 757,189 | $ 784,939 |
Discount | (4,445) | (7,835) |
GS Capital Partners LLC [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 60,000 | |
Interest Rate | 8% | |
Due Date | Oct. 11, 2022 | |
Convertible notes payable | $ 39,615 | 39,615 |
SE Holdings LLC [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 220,000 | |
Interest Rate | 10% | |
Due Date | Jan. 26, 2022 | |
Convertible notes payable | $ 220,000 | 220,000 |
Quick Capital LLC [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 33,275 | |
Interest Rate | 10% | |
Due Date | July 16, 2021 | |
Convertible notes payable | $ 33,275 | 33,275 |
Adar Alef LLC [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 550,000 | |
Interest Rate | 10% | |
Due Date | April 29, 2022 | |
Convertible notes payable | $ 377,534 | 377,534 |
1800 Diagonal Lending LLC [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 55,750 | |
Interest Rate | 10% | |
Due Date | May 5, 2023 | |
Convertible notes payable | 23,600 | |
1800 Diagonal Lending LLC Two [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 43,750 | |
Interest Rate | 10% | |
Due Date | Aug. 30, 2023 | |
Convertible notes payable | $ 36,210 | 43,750 |
1800 Diagonal Lending LLC Three [Member] | ||
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Face Amount | $ 55,000 | |
Interest Rate | 10% | |
Due Date | Oct. 31, 2022 | |
Convertible notes payable | $ 55,000 | $ 55,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
NOTES PAYABLE (Details) [Line Items] | ||
Default rate of interest | 11% | |
Debt conversion shares issued (in Shares) | 3,750,000 | |
Debt conversion shares issued, value | $ 3,750,000 | |
Principal loan amount | $ 25,000 | |
Aggregate common shares (in Shares) | 7,500,000 | |
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Amortization | $ 451 | |
Individual Two [Member] | ||
NOTES PAYABLE (Details) [Line Items] | ||
Note payable | $ 25,000 | |
Default rate of interest | 11% | |
Two Lenders [Member] | ||
NOTES PAYABLE (Details) [Line Items] | ||
Aggregate common shares (in Shares) | 4,500 | |
Common stock, par value per share (in Dollars per share) | $ 0.0006 | |
Amortization | $ 4,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related party fees | $ 31,500 | $ 86,613 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 31, 2023 | Apr. 30, 2023 | |
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Shares issued | 7,500,000 | 32,307,692 |
Price per share | $ 0.00013 | |
Borrowed | $ 50,000 | |
Interest percentage | 11% | |
Accrued interest percentage | 11% | |
Additional shares issues | 7,500,000 | |
Principal loan amount | $ 50,000 | |
1800 Diagonal Lending LLC [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Principal amount | $ 4,200 |