Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 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 | 1,134,572,435 | |
Amendment Flag | false | |
Entity Central Index Key | 0001483646 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 19,942 | $ 62,085 |
Prepaid expenses | 6,237 | |
Total current assets | 26,179 | 62,085 |
Intangibles | 302,287 | 241,685 |
Total Assets | 328,466 | 303,770 |
Current liabilities | ||
Accounts payable | 164,382 | 97,750 |
Accrued interest payable | 201,298 | 150,691 |
Notes payable | 125,000 | |
Convertible notes payable, net of discounts of $1,433 and $7,835 at June 30, 2023 and December 31, 2022 | 711,988 | 784,939 |
Total current liabilities | 1,202,668 | 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, 2,000,000,000 shares authorized; $0.001 par value 1,034,080,127 and 546,495,214 issued and outstanding at June 30, 2023 and December 31, 2022 | 1,034,080 | 546,495 |
Additional paid in capital | 7,695,872 | 8,097,862 |
Common stock to be issued | 9,000 | |
Accumulated deficit | (9,614,154) | (9,374,967) |
Total stockholders' deficit | (874,202) | (729,610) |
Total Liabilities and Stockholders' Deficit | $ 328,466 | $ 303,770 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discount (in Dollars) | $ 1,433 | $ 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 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,034,080,127 | 546,495,214 |
Common stock, shares outstanding | 1,034,080,127 | 546,495,214 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Legal and professional | 46,236 | 40,426 | 90,888 | 76,625 |
Management consulting - related party | 26,750 | 78,661 | 58,250 | 165,274 |
General and administrative | 11,783 | 32,138 | 24,036 | 45,605 |
Total operating expenses | 84,769 | 151,225 | 173,174 | 287,504 |
Other expense (income) | ||||
Amortization of discount on convertible notes | 102,446 | 416,369 | ||
Amortization of convertible debt issuance costs | 3,012 | 9,142 | 6,402 | 29,470 |
Interest expense | 34,202 | 45,920 | 59,611 | 92,292 |
Other expense (income) | 37,214 | 157,508 | 66,013 | 538,131 |
Net (loss) | $ (121,983) | $ (308,733) | $ (239,187) | $ (825,635) |
Net (loss) per share - basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic (in Shares) | 733,202,468 | 228,836,254 | 665,038,179 | 187,649,684 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net (loss) per share - diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding - diluted | 733,202,468 | 228,836,254 | 665,038,179 | 187,649,684 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' 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 | $ 143,872 | 317,712 | 461,584 | |||
Shares issued for conversion of notes and interest (in Shares) | 143,872,288 | |||||
Shares issued for cashless warrant exercise | $ 12,796 | (12,796) | ||||
Shares issued for cashless warrant exercise (in Shares) | 12,795,700 | |||||
Net loss | (825,635) | (825,635) | ||||
Balances at Jun. 30, 2022 | $ 285,357 | $ 1,000 | 8,201,373 | (8,975,395) | (487,665) | |
Balances (in Shares) at Jun. 30, 2022 | 285,357,307 | 1,000,000 | ||||
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 | ||||
Shares issued for conversion of notes and interest | $ 80,560 | 84,703 | 165,263 | |||
Shares issued for conversion of notes and interest (in Shares) | 80,560,354 | |||||
Shares issued for cashless warrant exercise | $ 12,796 | (12,796) | ||||
Shares issued for cashless warrant exercise (in Shares) | 12,795,700 | |||||
Net loss | (308,733) | (308,733) | ||||
Balances at Jun. 30, 2022 | $ 285,357 | $ 1,000 | 8,201,373 | (8,975,395) | (487,665) | |
Balances (in Shares) at Jun. 30, 2022 | 285,357,307 | 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 | $ 487,585 | (401,990) | 85,595 | |||
Shares issued for conversion of notes and interest (in Shares) | 487,584,913 | |||||
Shares to be issued as consideration for notes payable | 9,000 | 9,000 | ||||
Net loss | (239,187) | (239,187) | ||||
Balances at Jun. 30, 2023 | $ 1,034,080 | $ 1,000 | 7,695,872 | 9,000 | (9,614,154) | (874,202) |
Balances (in Shares) at Jun. 30, 2023 | 1,034,080,127 | 1,000,000 | ||||
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 | ||||
Shares issued for conversion of notes and interest | $ 382,941 | (331,273) | 51,668 | |||
Shares issued for conversion of notes and interest (in Shares) | 382,940,974 | |||||
Shares to be issued as consideration for notes payable | 4,500 | 4,500 | ||||
Net loss | (121,983) | (121,983) | ||||
Balances at Jun. 30, 2023 | $ 1,034,080 | $ 1,000 | $ 7,695,872 | $ 9,000 | $ (9,614,154) | $ (874,202) |
Balances (in Shares) at Jun. 30, 2023 | 1,034,080,127 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net (loss) | $ (239,187) | $ (825,635) |
Adjustments to reconcile net loss to net cash used | ||
Amortization of convertible note issue costs | 6,402 | 29,470 |
Amortization of discounts on convertible notes | 416,369 | |
Amortization of discounts on convertible note interest | 18,956 | |
Interest paid in stock | 2,763 | |
Changes in operating assets and liabilities | ||
(Increase) in prepaids | (80) | |
Increase (decrease) in accounts payable | 22,031 | (17,370) |
Increase in accrued payables | 56,849 | 48,458 |
Cash used in operating activities | (151,142) | (329,832) |
Cash Flows From Investing Activities | ||
Payments for intangibles | (16,001) | (9,634) |
Cash used in investing activities | (16,001) | (9,634) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 125,000 | |
Payments on convertible debt | (50,122) | |
Proceeds from convertible notes, net of offering costs and original issue discount | 104,000 | |
Net cash provided by financing activities | 125,000 | 53,878 |
Net increase (decrease) in cash | (42,143) | (285,588) |
Cash, beginning of period | 62,085 | 518,539 |
Cash, end of period | 19,942 | 232,951 |
Supplemental disclosure of non-cash investing | ||
Notes payable and interest converted to common stock | 85,595 | 461,584 |
Accounts payable for intangibles | 44,601 | 2,000 |
Cashless exercise of common stock warrant | 29,430 | |
Cash paid for interest on debt | $ 4,829 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2023 and the year ended December 31, 2022, the Company has generated no revenues and has incurred losses. As of June 30, 2023, the Company had cash of $19,942, working capital deficiency of $1,176,489 and an accumulated deficit of $9,614,154. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 4 – INTANGIBLES Intangibles at June 30, 2023 and December 31, 2022 consist of capitalized costs for the Company’s proprietary software and patents as follows: 2023 2022 Software $ 106,001 $ 90,000 Patents 196,286 151,685 $ 302,287 $ 241,685 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [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 stock to 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 Company’s authorized common stock was increased from 700,000,000 to 2,000,000,000 shares, with an effective date of the Amendment to the Articles of Incorporation of August 5, 2022. There was no change in the shares outstanding of either the common stock or preferred stock as a result of the increase. During the six months ended June 30, 2023, the Company issued shares of its common stock as follows: ● 487,584,913 shares for conversion of $85,595 principal and interest on convertible notes payable. During the six months ended June 30, 2022, the Company issued shares of its common stock as follows: ● 143,872,288 shares for conversion of $461,584 principal and interest on convertible notes payable. ● 12,795,700 shares for exercise of previously issued warrants at $0.0023 per share. The exercise price was revised to $0.0023 per share from $0.25 per share as per antidilution provision of the warrant agreement. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 118,800 shares of common stock. At June 30, 2023, the Company has recorded common stock to be issued, valued at $9,000, as additional consideration for loans made to the Company during the period (See Note 8). |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 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 exercisable 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 June 30, 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 six months ended June 30, 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 – June 30, 2023 321,200 $ 0.25 .82 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES During the six months ended June 30, 2023, the Company had the following transactions related to its convertible note financings: • 1800 Diagonal Lending LLC converted, in three tranches, the outstanding principal balance of $23,600 together with accrued and unpaid 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 conversion prices of $0.00033 to $0.00036 per share under the conversion provision and terms of the note agreement. • 1800 Diagonal Lending LLC converted the total outstanding principal balance of $43,750 together with accrued and unpaid interest thereon of $2,788 due on their note of August 30, 2022 into 305,250,000 shares of the Company’s common stock at conversion prices of $0.00013 to $0.00026 per share under the conversion provision and terms of the note agreement. ● 1800 Diagonal Lending LLC made a $6,070 partial conversion of the principal portion of their October 31, 2022 note into 46,692,308 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. • GS Capital Partners made a $5,933 partial conversion, in two tranches, of the principal portion of their October 11, 2021 note together with accrued and unpaid interest of $1,267 into 59,998,666 shares of the Company’s common stock at a conversion price of $0.00012 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 June 30, 2023 based on the original loan value of $33,275. At June 30, 2023, the accompanying financial statements reflects an outstanding loan balance due to Quick Capital LLC of $33,275 and accrued interest of $7,555. 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 June 30, 2023 and December 31, 2022 are summarized as follows: Note Holder Face Amount Interest Rate Due Date June 30, 2023 December 31, 2022 GS Capital Partners LLC $ 60,000 8 % October 11, 2022 $ 33,682 $ 39,615 SE Holdings LLC $ 220,000 10 % January 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 % August 30, 2023 — $ 43,750 $ 55,000 10 % October 31, 2022 $ 48,930 $ 55,000 Discount $ (1,433 ) $ (7,835 ) $ 711,988 $ 784,939 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 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 lieu 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 the Company’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 six months ended June 30, 2023 is $1,964. In May 2023, the Company borrowed $50,000 and $25,000 from two unrelated individuals, repayable nine months from date of borrowings with interest at 11% per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 and 3,750,000 shares of the Company’s common stock, respectively, to the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 and 3,750,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the initial aggregate 11,250,000 common shares to be issued to the two lenders at $4,500, based on the $0.0004 closing trading price of the Company’s common stock as of the date of the loans, 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 six months ended June 30, 2023 is $799. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, the Company has relied 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 six months ended June 30, 2023 and 2022, the Company recorded related party management fees of $58,250 and $165,274, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded related party management fees of $26,750 and $78,661, respectively |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On July 1, 2023, the Board of Directors approved and authorized the issuance of shares of the Company’s common stock as follows: ● 1,000,000 shares to Robert LaPointe as a Director of the Company. ● 2,000,000 shares to new officers of the Company. ● 1,000,000 shares to new advisors of the Company. ● 150,000,000 shares reserved for issuance pursuant to a stock option plan to be adopted by the Company. In July 2023, 1800 Diagonal Lending LLC made a $16,830 partial conversion, in two tranches, of the principal portion of their October 31, 2022 note into an aggregate 100,492,308 shares of the Company’s common stock at conversion prices of $0.00013 and $0.0002 per share under the conversion provision and terms of the note agreement. On August 1, 2023, the Company borrowed $50,000 from an unrelated individual, repayable May 1, 2024 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 of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has analyzed its operations subsequent to June 30, 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) | 6 Months Ended |
Jun. 30, 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 June 30, 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) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Intangibles Capitalized Costs [Abstract] | |
Schedule of intangibles capitalized costs | 2023 2022 Software $ 106,001 $ 90,000 Patents 196,286 151,685 $ 302,287 $ 241,685 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 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 – June 30, 2023 321,200 $ 0.25 .82 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Note Holder Face Amount Interest Rate Due Date June 30, 2023 December 31, 2022 GS Capital Partners LLC $ 60,000 8 % October 11, 2022 $ 33,682 $ 39,615 SE Holdings LLC $ 220,000 10 % January 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 % August 30, 2023 — $ 43,750 $ 55,000 10 % October 31, 2022 $ 48,930 $ 55,000 Discount $ (1,433 ) $ (7,835 ) $ 711,988 $ 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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Going Concern [Abstract] | ||
Cash | $ 19,942 | |
Working capital deficiency | 1,176,489 | |
Accumulated deficit | $ (9,614,154) | $ (9,374,967) |
INTANGIBLES (Details) - Schedul
INTANGIBLES (Details) - Schedule of intangibles capitalized costs - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 302,287 | $ 241,685 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 106,001 | 90,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 196,286 | $ 151,685 |
STOCKHOLDERS_ DEFICIT (Details)
STOCKHOLDERS’ DEFICIT (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 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 | 1,034,080,127 | 546,495,214 | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||
Common Stock for Conversion [Member] | ||||
STOCKHOLDERS’ DEFICIT (Details) [Line Items] | ||||
Shares for conversion | 487,584,913 | 143,872,288 | ||
Principal and interest on convertible notes payable (in Dollars) | $ 85,595 | |||
Principal amount (in Dollars) | $ 461,584 | |||
Warrant exercise issued | 12,795,700 | |||
Warrants at per share (in Dollars per share) | $ 0.0023 | |||
Exercise price revised (in Dollars per share) | 0.0023 | |||
Warrant exercise price (in Dollars per share) | $ 0.25 | |||
Warrant exercise purchase | 118,800 | |||
Number of shares issued | 9,000 | |||
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 | Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule of warrant activity [Abstract] | |
Shares outstanding and exercisable, beginning | 321,200 |
Weighted Average Exercise Price outstanding and exercisable, beginning (in Dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.25 |
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, ending | 82 years |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
May 05, 2022 | Oct. 11, 2021 | Oct. 31, 2022 | Aug. 30, 2022 | Apr. 30, 2022 | Jun. 30, 2023 | |
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Outstanding amount | $ 6,070 | $ 133,317 | ||||
Common stock shares (in Shares) | 46,692,308 | |||||
Convertible note | $ 33,275 | |||||
Percentage of conversion price | 50% | |||||
Loan value | $ 33,275 | |||||
1800 Diagonal Lending LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Outstanding amount | $ 23,600 | $ 43,750 | ||||
Accrued interest | $ 2,787 | $ 2,788 | ||||
Common stock shares (in Shares) | 75,643,939 | 305,250,000 | ||||
Common stock at prices (in Dollars per share) | $ 0.00013 | |||||
1800 Diagonal Lending LLC [Member] | Minimum [Member] | ||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Common stock at prices (in Dollars per share) | $ 0.00033 | $ 0.00013 | ||||
1800 Diagonal Lending LLC [Member] | Maximum [Member] | ||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Common stock at prices (in Dollars per share) | $ 0.00036 | $ 0.00026 | ||||
GS Capital Partners [Member] | ||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Accrued interest | $ 1,267 | |||||
Common stock shares (in Shares) | 59,998,666 | |||||
Convertible note | $ 5,933 | |||||
Debt convert conversion price (in Dollars per share) | $ 0.00012 | |||||
Quick Capital LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||
Accrued interest | $ 7,555 | |||||
Default interest rate | 24% | |||||
Interest rate | 24% | |||||
Outstanding loan | $ 33,275 |
CONVERTIBLE NOTES (Details) - S
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
CONVERTIBLE NOTES (Details) - Schedule of convertible notes payable [Line Items] | ||
Convertible notes payable | $ 711,988 | $ 784,939 |
Discount | (1,433) | (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 | October 11, 2022 | |
Convertible notes payable | $ 33,682 | 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 | January 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 | August 30, 2023 | |
Convertible notes payable | 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 | October 31, 2022 | |
Convertible notes payable | $ 48,930 | $ 55,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
NOTES PAYABLE (Details) [Line Items] | ||||
Default rate of interest | 11% | 11% | ||
Debt conversion shares issued (in Shares) | 3,750,000 | |||
Principal loan amount | $ 25,000 | |||
Aggregate common shares (in Shares) | 11,250,000 | 7,500,000 | ||
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Amortization | $ 1,964 | |||
Common Stock [Member] | ||||
NOTES PAYABLE (Details) [Line Items] | ||||
Debt conversion shares issued (in Shares) | 3,750,000 | |||
Individual Two [Member] | ||||
NOTES PAYABLE (Details) [Line Items] | ||||
Note payable | $ 25,000 | $ 25,000 | ||
Default rate of interest | 11% | 11% | ||
Debt conversion shares issued (in Shares) | 3,750,000 | |||
Outstanding debt (in Shares) | 3,750,000 | |||
Two Lenders [Member] | ||||
NOTES PAYABLE (Details) [Line Items] | ||||
Aggregate Common Price | $ 4,500 | $ 4,500 | ||
Common stock, par value per share (in Dollars per share) | $ 0.0004 | $ 0.0006 | ||
Amortization | $ 4,500 | $ 4,500 | $ 799 | |
Individual One [Member] | ||||
NOTES PAYABLE (Details) [Line Items] | ||||
Note payable | $ 50,000 | |||
Debt conversion shares issued (in Shares) | 7,500,000 | |||
Outstanding debt (in Shares) | 7,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transactions [Abstract] | ||||
Related party fees | $ 26,750 | $ 78,661 | $ 58,250 | $ 165,274 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | ||
Aug. 01, 2023 | Jul. 01, 2023 | Oct. 31, 2022 | |
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 46,692,308 | ||
Aggregate shares | 100,492,308 | ||
Maximum [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 0.00013 | ||
Minimum [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 0.0002 | ||
Subsequent Event [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 7,500,000 | ||
Borrowed (in Dollars) | $ 50,000 | ||
Interest percentage | 11% | ||
Accrued interest percentage | 11% | ||
Additional shares issues | 7,500,000 | ||
Subsequent Event [Member] | Officers [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 2,000,000 | ||
Subsequent Event [Member] | Advisors [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 1,000,000 | ||
Stock Option Plan [Member] | Subsequent Event [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 150,000,000 | ||
Robert LaPointe [Member] | Subsequent Event [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Shares issued | 1,000,000 | ||
1800 Diagonal Lending LLC [Member] | Subsequent Event [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Principal amount (in Dollars) | $ 16,830 |