Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54464 | |
Entity Registrant Name | THUNDER ENERGIES CORPORATION | |
Entity Central Index Key | 0001524872 | |
Entity Tax Identification Number | 45-1967797 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 1100 Peachtree Street NE | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30309 | |
City Area Code | 786 | |
Local Phone Number | 855-6190 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,140,735 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 32,210 | $ 48,881 |
Notes receivable - related party | 27,835 | 26,200 |
Deferred offering costs | 25,750 | 9,000 |
Prepaid expenses and other assets | 2,403,000 | 61,811 |
Total current assets | 2,488,795 | 145,892 |
Total assets | 2,488,795 | 145,892 |
Current liabilities: | ||
Accounts payable | 80,019 | 82,819 |
Accrued expenses | 1,552,438 | 283,745 |
Derivative liability | 93,969 | 85,590 |
Short-term convertible notes payable, net of discount of $0 and $0, respectively | 2,037,066 | 1,568,366 |
Accrued interest | 7,082,511 | 4,756,266 |
Total current liabilities | 10,846,003 | 6,776,786 |
Non-current liabilities: | ||
Long-term convertible notes payable | 8,000 | 8,000 |
Total non-current liabilities | 8,000 | 8,000 |
Total liabilities | 10,854,003 | 6,784,786 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit | ||
Common stock: $0.001 par value 900,000,000 authorized; 25,140,735 and 25,140,735 shares issued and outstanding, respectively | 25,140 | 25,140 |
Additional paid-in-capital | 1,912,824 | 720,888 |
Common stock to be issued | 0 | 52,000 |
Accumulated deficit | (10,353,251) | (7,486,937) |
Total stockholders' deficit | (8,365,208) | (6,638,894) |
Total liabilities and stockholders' deficit | 2,488,795 | 145,892 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | 50,000 | 50,000 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | 69 | 5 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | $ 10 | $ 10 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Unamortized discount, current | $ 0 | $ 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 25,140,735 | 25,140,735 |
Common stock, shares outstanding | 25,140,735 | 25,140,735 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 50,000,000 | 50,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 69,000 | 5,000 |
Preferred stock, shares outstanding | 69,000 | 5,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 0 | $ 0 |
Cost of sales | 0 | 0 |
Gross Profit | 0 | 0 |
Operating expenses: | ||
Advertising and marketing expenses | 209,014 | 0 |
Stock based compensation | 0 | 750,000 |
General and administrative | 322,676 | 54,450 |
Total operating expenses | 531,690 | 804,450 |
Loss from operations | (531,690) | (804,450) |
Other (income) expense: | ||
Change in derivative liability | 8,379 | (3,339) |
Accretion of debt discount | 0 | 77,671 |
Interest expense | 2,326,245 | 469,992 |
Gain on disposal of discontinued operations | 0 | (901,000) |
Total other (income) | 2,334,624 | (356,676) |
Loss before income taxes | (2,866,314) | (447,774) |
Income taxes | 0 | 0 |
Net loss | $ (2,866,314) | $ (447,774) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.06) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.06) | $ (0.01) |
Weighted Average Number of Shares Outstanding, Basic | 47,940,735 | 69,529,624 |
Weighted Average Number of Shares Outstanding, Diluted | 47,940,735 | 69,529,624 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit Equity - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 50,000 | $ 5 | $ 10 | $ 80,140 | $ (693,112) | $ (2,020,464) | $ (2,583,421) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 50,000,000 | 5,000 | 10,000 | 80,140,735 | 0 | |||
Common shares returned to treasury for cancellation* | $ (55,000) | 55,000 | ||||||
Issuance of fully vested common shares issued against employment services# | 25,000 | 725,000 | 750,000 | |||||
Net loss | (447,774) | (447,774) | ||||||
Common shares returned to treasury for cancellation, shares | (55,000,000) | |||||||
Issuance of fully vested common shares issued against employment services, shares | 25,000,000 | |||||||
Ending balance, value at Mar. 31, 2022 | $ 50,000 | $ 5 | $ 10 | $ 25,140 | $ 25,000 | 86,888 | (2,468,238) | (2,281,195) |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 50,000,000 | 5,000 | 10,000 | 25,140,735 | 25,000,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 50,000 | $ 5 | $ 10 | $ 25,140 | $ 52,000 | 720,888 | (7,486,937) | (6,638,894) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 50,000,000 | 5,000 | 10,000 | 25,140,735 | 52,000,000 | |||
Common shares issued for services | $ 12,000 | 1,128,000 | 1,140,000 | |||||
Common shares issued for services, shares | 12,000,000 | |||||||
Net loss | (2,866,314) | (2,866,314) | ||||||
Stock Issued During Period, Shares, Issued for Services | 12,000,000 | |||||||
Conversion of common stock for Series B preferred stock, shares | 64,000 | (64,000,000) | ||||||
Conversion of common stock for Series B preferred stock# | $ 64 | $ (64,000) | 63,936 | |||||
Ending balance, value at Mar. 31, 2023 | $ 50,000 | $ 69 | $ 10 | $ 25,140 | $ 1,912,824 | $ (10,353,251) | $ (8,365,208) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 50,000,000 | 69,000 | 10,000 | 25,140,735 | 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,866,314) | $ (447,774) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Accretion of debt discount | 0 | 77,671 |
Change in fair value of derivative liability | 8,379 | (3,339) |
Gain on disposal of discontinued operations | 0 | (901,000) |
Stock based compensation | 0 | 750,000 |
Changes in operating assets and liabilities: | ||
Notes receivable - related party | (1,635) | 0 |
Deferred offering costs | (16,750) | 0 |
Prepaid expenses | (1,189) | 0 |
Accounts payable | (2,800) | 54,648 |
Accrued interest | 2,326,245 | 469,994 |
Accrued expenses | 68,693 | 0 |
Other current liabilities | 0 | 0 |
Net cash (used in) provided by operating activities | (485,371) | 200 |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 468,700 | 0 |
Net cash provided by financing activities | 468,700 | 0 |
Net (decrease) increase in cash | (16,671) | 200 |
Cash at beginning of period | 48,881 | 0 |
Cash at end of period | 32,210 | 200 |
Non-cash investing and financing activities: | ||
Issuance of common stock for finder's fees in conjunction with investment | 1,140,000 | 0 |
Accrued expenses for finder's fees in conjunction with investment | 1,200,000 | 0 |
Conversion of common stock for Series B preferred stock | 64,000 | 0 |
Common shares returned to treasury for cancellation | $ 0 | $ 55,000 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS Corporate History and Background Thunder Energies Corporation (“we”, “us”, “our”, “TEC” or the “Company”) was incorporated in the State of Florida on April 21, 2011. On July 29, 2013, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Company’s principal office address to PMB 388, 8570 Stirling Rd., Suite 102, Hollywood, FL, 33024. Acquisition of TNRG Preferred Stock Fiscal Year 2022 On February 28, 2022, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholder (“Shareholders”) of Bear Village, Inc., a Wyoming corporation, (the “Purchaser”) collectively acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of Thunder Energies Corporation, a Florida corporation, (the “Company” or the “Registrant”) from Mr. Yogev Shvo, an individual domiciled in Florida (the “Seller”) (the “Purchase”). The consideration for the Purchase was provided to the Seller by the Company on behalf of the Shareholders and was recorded as compensation expense. The Preferred Stock acquired by the Purchaser consisted of: 1. 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company’s common stock. 2. 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. 3. 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company’s common stock. As part of the Purchase, on April 13, 2022, Mr. Shvo submitted 55,000,000 The purchase price of $ 50,000 1) Purchaser accepts TNRG subject to the following existing debt and obligations: a. $ 35,000 b. $ 85,766 c. $ 220,000 d. $ 410,000 190,000 3,800,000 e. Auditor Invoice estimated at $30,000 past due and $37,000 for completion of 2021 f. Accountant Invoice estimated at $42,500 and approximately $4,500 for completion of 2021 g. No other debt or liability is being assumed by Purchaser h. Purchaser specifically assumes no liability regarding any dispute between Orel Ben Simon and the Seller. Seller shall indemnify Company as required in the body of the Agreement. i. Company may be subject to potential liability and legal fees and associated costs regarding the FCV Matter if in excess of the Seller indemnification provisions set forth in Section 11 of the Agreement j. Purchaser on behalf of the Company is responsible for assuring the Company’s timely payment of all Company federal and state and any related tax obligations for fiscal year 2021 with the exception of taxes due relating to income, sales, license, business or any other taxes associated with Nature and HP 2) The transfer to Seller of all of TNRG’s security ownership interest in each of Nature and HP shall include the following existing Nature debt and related matters: a. EIDL Loan ($ 149,490 9,290 b. $ 72,743 c. All cases in action and potential legal liabilities concerning current disputes with Nature, HP, Ben Simon, Seller and any other parties. As a result of the Purchase and change of control of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms. Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or been voted out of their positions. Under the terms of the stock purchase agreement the new controlling shareholder was permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors. Mr. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole officer of the Company. Fiscal Year 2020 On July 1, 2020, Yogev Shvo, a third party individual and principal shareholder of Nature Consulting LLC (“Nature” or “Purchaser”) personally acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of TNRG from Saveene Corporation, a Florida corporation (the “Seller”) (The “Purchase”). The purchase price of $ 250,000 The Preferred Stock acquired by the Purchaser consisted of: 1. 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company’s common stock. 2. 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. 3. 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company’s common stock. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022 included in the Form 10-K filed with the SEC on March 31, 2023. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented. The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 10,353,251 7,486,937 8,357,208 6,630,894 2,866,314 447,774 The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements. Use of Estimates The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: derivative valuation. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in a bank account in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. Accounts Receivable Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company has no Cash Flows Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The Company uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Consolidated Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the Consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, and currently, the Company does not have a liability for unrecognized income tax benefits. Advertising and Marketing Costs Advertising and marketing expenses are recorded when they are incurred. Advertising and marketing expense was $ 209,014 0 Revenue Recognition On January 19, 2019 (date of formation), the Company adopted Accounting Standards Codification 606 (“ASC 606”), Revenue from Contracts with Customers The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the discounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. The Company recorded no Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Leases The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2023 and December 31, 2022, the fair value of cash, notes receivable, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: · Level 1 – Quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using the Black Scholes valuation method. The following table summarize the Company’s fair value measurements by level at March 31, 2023 for the assets measured at fair value on a recurring basis: Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 93,969 The following table summarize the Company’s fair value measurements by level at December 31, 2022 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 85,590 Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Loss per Share The computation of loss per share included in the Consolidated Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share” as a corporation for all periods presented. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock to be issued) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Schedule of anti dilutive shares March 31, 2023 December 31, 2022 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 69,000,000 5,000,000 Total potentially dilutive shares 569,000,000 505,000,000 Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known loss commitments or contingencies as of March 31, 2023 and December 31, 2022. Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. Recent Accounting Pronouncements Recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS As of March 31, 2023, the Company had prepaid expenses for consulting services related to Investment in WC Mine Holdings of $ 2,340,000 12,000,000 1,140,000 1,200,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE Convertible Note Payable Short Term $85,766 Note On April 22, 2019; The Company executed a convertible promissory note with GHS Investments, LLC (“GHS Note”). The GHS Note carries a principal balance of $ 57,000 8 February 21, 2020 57,000 The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-five percent (65%) of the lowest trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of thirty-five percent (35%). On January 9, 2020, Mina Mar Corporation, a Florida corporation (d/b/a Mina Mar Group) acquired 50,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) of Thunder Energies Corporation (the “Company”), from Hadronic Technologies, Inc., a Florida corporation. The purchase price of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc (“Emry”), with the balance paid in cash. On March 24, 2020, the then current note obligation of $ 120,766 85,766 The Company accounts for an embedded conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. The Company recorded a derivative liability of $ 93,969 85,590 8,379 3,339 On June 24, 2020, Emry, holder of a convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument. As a result of the failure to timely file our Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default interest of $ 14,931 7,398 . The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the GHS Note into the Company’s common stock upon the Company’s Regulation A being declared effective. On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest currently recorded in the Consolidated Balance Sheets with a total balance due of $ 6,810,915 $220,000 Note On September 21, 2020, the Company issued a convertible promissory note in the principal amount of $ 220,000 8 0.05 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature (“BCF”) and determined that the instrument does have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $ 220,000 220,000 As a result of the failure to timely file our Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. On July 19, 2021, the Company entered into a Waiver Agreement (the “Agreement”) waiving the default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-Q for the three-month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three-month period ended March 31, 2021. In exchange for the Agreement, the Company agreed to pay a one-time interest charge of $ 11,680 16,611 13,560 The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the Note into the Company’s common stock upon the Company’s Regulation A being declared effective. $410,000 Note (previously $600,000) On October 9 and October 16, 2020, the Company issued a convertible promissory note in the principal amount totaling $ 600,000 8 0.05 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature (“BCF”) and determined that the instrument does have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $ 600,000 On December 6, 2021, the holder of the note converted $ 190,000 3,800,000 410,000 As a result of the failure to timely file our Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. On July 15, 2021, the Company entered into a Waiver Agreement (the “Agreement”) waiving the default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-Q for the three-month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three-month period ended March 31, 2021. The Company recorded default interest of $ 30,517 24,891 The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the Note into the Company’s common stock upon the Company’s Regulation A being declared effective. April 2022 Notes In April 2022, the Company authorized convertible promissory notes (“April 2022 Notes”) that varies from 0% to 10% per annum and are due and payable on various dates from December 31, 2022 through October 31, 2024 for aggregate gross proceeds of $ 1,469,300 300,000 385,714 100,000 100,000 750,100 284,200 435,000 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature (“BCF”) and determined that the instrument does not have a BCF. The Company has not repaid fifty convertible notes totaling $ 487,100 $4,000,000 Promissory Note On January 5, 2023, the Company reentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the sale and transfer of 51.5 30.9 5,450,000 4,000,000 1,450,000 $40,000,000 Convertible Note On May 13, 2022, the Company issued a convertible promissory note in the principal amount totaling $ 40,000,000 50,000 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. Promissory Debenture On February 15, 2020, the Company entered into Promissory Agreement and Convertible Debentures (“Promissory Debentures”) with Emry for a principal sum of $ 70,000 15 nd On June 24, 2020, Emry, holder of (i) Promissory Debentures in principal amount of $70,000 dated February 15, 2020, and (ii) that certain convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument. On October 4, 2020, SP11 converted $ 35,000 of its Promissory Debentures at $0.01 per share into 3,500,000 shares of the Company’s common stock. On November 22, 2021, the loan of $48,000 and accrued and unpaid interest of $573,798 totaling $621,798 was forgiven by EMRY. On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest currently recorded in the Consolidated Balance Sheets with a total balance due of $ 6,810,915 120,766 6,690,149 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT Common Stock The Company has been authorized to issue 900,000,000 0.001 As part of the Purchase, on April 13, 2022, Mr. Shvo submitted 55,000,000 On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, the Company entered into an Employment Agreement with Mr. Ricardo Haynes whereby Mr. Haynes became the sole Director, CEO and Chairman of the Board, and the acting sole officer of the Company. The Employment Agreement is in effect until September 30, 2027. Under this Engagement Agreement, Mr. Haynes will be entitled to a total of 25,000,000 750,000 The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. On April 6, 2022, as amended on December 2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC (“Top Flight”), an entity controlled by the father of the Company’s Director Real Estate Development, to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, Top Flight will be entitled to the following: 1. a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company’s stock price on the date of issuance) and vesting immediately. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. 2. Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows: · a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company’s stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company’s execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women’s basketball team. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. · a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company’s stock price on the date of issuance), vesting immediately, and a bonus of $1,200,000 resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares and the bonus are included under prepaid expenses and other assets in the Consolidated Balance Sheets at March 31, 2023 · a total of 28,000,000 common shares, vesting immediately, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2023. · a total of 5,000,000 common shares, vesting immediately, and a bonus of $1,600,000 resulting from the Company’s investment and promotion of Bear Village Resort’s facilities in Tennessee and Georgia which is expected to occur in July 2023. On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $ 200 million 5,000,000 150,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $ 200 million 2,000,000 60,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. Preferred Stock The Company has been authorized to issue 50,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares. Series B Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company common stock. Series C Non-Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C is During February and March 2023, holders of 64,000,000 shares of common stock (57,000,000 shares from related parties and 7,000,000 shares from third parties) elected to exchange these shares for an aggregate of 64,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. Acquisition of TNRG Preferred Stock Fiscal Year 2022 On February 28, 2022, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholder of Bear Village, Inc., a Wyoming corporation, (the “Purchaser”) collectively acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of Thunder Energies Corporation, a Florida corporation, (the “Company” or the “Registrant”) from Mr. Yogev Shvo, an individual domiciled in Florida (the “Seller”) (the “Purchase”). The consideration for the Purchase was provided to the Seller by the Company on behalf of the Shareholders and was recorded as compensation expense (see Note 1). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Other than as set forth below, and as disclosed in Notes 6 and 9, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. On April 2, 2022, the Company entered into a demand note (“Demand Note”) with Bear Village, Inc., a related party, for $ 36,200 1,635 no March 31, 2023 no no March 31, 2022. 27,835 On April 6, 2022, as amended on December 2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC (“Top Flight”), an entity controlled by the father of the Company’s Director Real Estate Development, to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, Top Flight will be entitled to the following: 1. a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company’s stock price on the date of issuance) and vesting immediately. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 2. Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows: · a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company’s stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company’s execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women’s basketball team. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 · a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company’s stock price on the date of issuance), vesting immediately, and a bonus of $1,200,000 resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 · a total of 28,000,000 common shares, vesting immediately, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2023. · a total of 5,000,000 common shares, vesting immediately, and a bonus of $1,600,000 resulting from the Company’s investment and promotion of Bear Village Resort’s facilities in Tennessee and Georgia which is expected to occur in July 2023. 3. Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023. 4. Additional awards may be made at the Company’s discretion based on other strategic goals. There were no additional awards granted for the three months ended March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company paid Top Flight $ 245,000 75,000 170,000 0 1,277,000 247,000 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 8 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Three Months Ended March 31, 2023 2022 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 69,000,000 5,000,000 Total potentially dilutive shares 569,000,000 505,000,000 The following table sets forth the computation of basic and diluted net loss per share: Schedule of earning per share Three Months Ended March 31, 2023 2022 Net loss attributable to the common stockholders $ (2,866,314 ) $ (447,774 ) Basic weighted average outstanding shares of common stock 47,940,735 69,529,624 Dilutive effect of options and warrants – – Diluted weighted average common stock and common stock equivalents $ 47,940,735 $ 69,529,624 Loss per share: Basic and diluted $ (0.06 ) $ (0.01 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results except: Employment Contracts On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, Mr. Ricardo Haynes, the Company’s sole Director, Chief Executive Officer (“CEO”) and Chairman of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months’ notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $ 820 · $ 5,700 · Lump Sum payment of $ 21,299 · Base salary of $ 11,000 · Bonus of $ 14,201 · Automobile allowance of $ 1,500 · 25,000,000 · 7,500,000 · 750 · 1,500 · $ 7,500 · 1,500 On October 1, 2022, the Company entered into Employment Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months’ notice. In addition, each employee is entitled to employee reimbursements totaling $ 820 · Ms. Tori White, Director Real Estate Development. ○ $ 24,000 ○ 4,800 · Mr. Eric Collins, Chairman and Chief Operations Officer. ○ $ 12,500 ○ 2,500 · Mr. Donald Keer, Corporate Counsel ○ $ 3,500 ○ 700 · Mr. Lance Lehr, Chief Operating Officer ○ $ 2,500 ○ 500 The Company had been in discussions with the Shareholders for repayment by them of the Acquisition of Preferred Shares and finalized the Employment Agreements on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price payable by these employees as compensation on March 1, 2022 (see Note 1). Consulting Agreements On April 6, 2022, as amended on December 2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC (“Top Flight”), an entity controlled by the father of the Company’s Director Real Estate Development, to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $ 400 million 1. a total of 15,000,000 450,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 2. Up to 50,000,000 6,000,000 · a total of 5,000,000 1,000 400,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 · a total of 12,000,000 1,140,000 1,200,000 The shares and the bonus are included under prepaid expenses and other assets in the Consolidated Balance Sheets at March 31, 2023. · a total of 28,000,000 2,800,000 40,000,000 · a total of 5,000,000 1,600,000 3. Shall be paid $ 21,000 25,000 4. Additional awards may be made at the Company’s discretion based on other strategic goals. There were no During the three months ended March 31, 2023 and 2022, the Company paid Top Flight $245,000 ($75,000 for monthly consulting services and $170,000 for goals based bonus) and $0, respectively, with a balance due of $1,277,000 and $247,000 as of March 31, 2023 and December 31, 2022, respectively. On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $ 200 million 5,000,000 150,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022 On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $ 200 million 2,000,000 60,000 In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 202 Investment in WC Mine Holdings On September 8, 2022, the Company entered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One, LLC (“Fourth & One”) with respect to the sale and transfer of 51.5% of Fourth & One’s interest in WC Mine Holdings, LLC (“WCMH”) giving the Company a 30.9 5,450,000 4,000,000 2,000 1,450,000 October 31, 2022 2.00 1,600,000 On November 1, 2022, the Company and Fourth & One mutually agreed to terminate the Agreement and the Company was released from any obligations. On January 5, 2023, the Company reentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the sale and transfer of 51.5% of Fourth & One’s interest in WCMH giving the Company a 30.9 5,450,000 4,000,000 2,000 1,450,000 Sponsorship Agreement On December 15, 2022, the Company entered into a Joint Marketing and Advertising Agreement with the Las Vegas Aces (“Aces”) professional Women’s basketball team. The Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $ 875,000 901,250 928,288 Financing Engagement Agreement On August 25, 2022, the Company entered into a Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization (“Financing”) which shall utilize a pledge of the Company’s stock and other properties currently owned or under the Company’s control. The legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid a retainer of $ 21,000 63,000 42,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS April 2022 Notes Subsequent to March 31, 2023, the Company offered and sold an additional $202,000 of the April 2022 Notes bearing no interest and are due and payable on December 31, 2023. Notes totaling $200,000 issued in April 2023 allows for the repurchase of up to 400,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00 per share. ELSR and SP11 Promissory Debenture and Convertible Note On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest currently recorded in the Consolidated Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of March 31, 2023. $40,000,000 Convertible Note On May 13, 2022, the Company issued a convertible promissory note in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins (“Coins”), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable until such time as the Holder’s consideration, RoRa Coin is “live” on an exchange, or swap engine, and available through a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, or similar. The expected date for being live is June 3, 2023. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the “live” requirement. Should Holder not meet the “live” requirement by December 31, 2023, then Borrower shall return all RoRa Coins and Holder shall release all claims on any shares or Convertible Promissory Note. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: derivative valuation. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | Cash The Company’s cash is held in a bank account in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. |
Accounts Receivable | Accounts Receivable Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company has no |
Cash Flows Reporting | Cash Flows Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The Company uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
Income Taxes | Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Consolidated Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the Consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, and currently, the Company does not have a liability for unrecognized income tax benefits. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing expenses are recorded when they are incurred. Advertising and marketing expense was $ 209,014 0 |
Revenue Recognition | Revenue Recognition On January 19, 2019 (date of formation), the Company adopted Accounting Standards Codification 606 (“ASC 606”), Revenue from Contracts with Customers The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the discounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. The Company recorded no Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2023 and December 31, 2022, the fair value of cash, notes receivable, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: · Level 1 – Quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using the Black Scholes valuation method. The following table summarize the Company’s fair value measurements by level at March 31, 2023 for the assets measured at fair value on a recurring basis: Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 93,969 The following table summarize the Company’s fair value measurements by level at December 31, 2022 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 85,590 |
Debt | Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Loss per Share | Loss per Share The computation of loss per share included in the Consolidated Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share” as a corporation for all periods presented. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock to be issued) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Schedule of anti dilutive shares March 31, 2023 December 31, 2022 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 69,000,000 5,000,000 Total potentially dilutive shares 569,000,000 505,000,000 |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known loss commitments or contingencies as of March 31, 2023 and December 31, 2022. |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 93,969 The following table summarize the Company’s fair value measurements by level at December 31, 2022 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 85,590 |
Schedule of anti dilutive shares | Schedule of anti dilutive shares March 31, 2023 December 31, 2022 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 69,000,000 5,000,000 Total potentially dilutive shares 569,000,000 505,000,000 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earning per share | Schedule of earning per share Three Months Ended March 31, 2023 2022 Net loss attributable to the common stockholders $ (2,866,314 ) $ (447,774 ) Basic weighted average outstanding shares of common stock 47,940,735 69,529,624 Dilutive effect of options and warrants – – Diluted weighted average common stock and common stock equivalents $ 47,940,735 $ 69,529,624 Loss per share: Basic and diluted $ (0.06 ) $ (0.01 ) |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restricted common stock cancellation | 55,000,000 | ||
Purchase price | $ 250,000 | ||
Accrued interest | 7,082,511 | $ 4,756,266 | |
E I D L Loan [Member] | |||
Accrued interest | 9,290 | ||
Loan | 149,490 | ||
E L S R [Member] | |||
Convertible note | 35,000 | ||
E L S R 1 [Member] | |||
Convertible note | 85,766 | ||
Canon [Member] | |||
Convertible note | 220,000 | ||
Moshe Zucker [Member] | |||
Convertible note | 410,000 | ||
Accrued interest | $ 190,000 | ||
Number of shares converted | 3,800,000 | ||
Orel Ben [Member] | |||
Accrued interest | $ 72,743 | ||
Preferred Stock [Member] | |||
Purchase price | $ 50,000 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit) | $ 10,353,251 | $ 7,486,937 | |
Working capital | 8,357,208 | $ 6,630,894 | |
Net Income (Loss) | $ 2,866,314 | $ 447,774 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value measurements) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value of derivative liability | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value of derivative liability | $ 93,969 | $ 85,590 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 569,000,000 | 505,000,000 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 500,000,000 | 500,000,000 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 69,000,000 | 5,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Advertising and marketing | $ 209,014 | $ 0 | |
Impairments | 0 | $ 0 | |
Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 05, 2023 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period, Value, Issued for Services | $ 1,140,000 | |
WC Mine Holdings [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Prepaid Expense and Other Assets | 2,340,000 | |
Top Flight [Member] | Membership Interest Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 12,000,000 | |
Stock Issued During Period, Value, Issued for Services | $ 1,140,000 | |
Top Flight [Member] | Payment Of Bonus [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Prepaid Expense and Other Assets | $ 1,200,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2023 | Feb. 28, 2023 | Sep. 08, 2022 | May 13, 2022 | Dec. 06, 2021 | Oct. 04, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 22, 2019 | Dec. 31, 2021 | Jan. 05, 2023 | Dec. 31, 2022 | Oct. 16, 2020 | Sep. 21, 2020 | Mar. 24, 2020 | Feb. 15, 2020 | Dec. 31, 2019 | |
Fourth One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2022 | ||||||||||||||||
Conversion Price | $ 2 | ||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt consideration | $ 85,766 | $ 85,766 | |||||||||||||||
Default interest | 14,931 | $ 7,398 | |||||||||||||||
SP11 and ELSR Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes payable and accrued interest | 6,810,915 | 6,810,915 | |||||||||||||||
Convertible Promissory Note 1 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | 220,000 | 220,000 | $ 220,000 | ||||||||||||||
Debt stated interest rate | 8% | ||||||||||||||||
Default interest | 16,611 | 13,560 | |||||||||||||||
Conversion Price | $ 0.05 | ||||||||||||||||
Unamortized debt discount | $ 220,000 | ||||||||||||||||
Interest charge | $ 11,680 | ||||||||||||||||
Convertible Promissory Note 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 410,000 | $ 600,000 | |||||||||||||||
Debt stated interest rate | 8% | ||||||||||||||||
Default interest | $ 30,517 | 24,891 | |||||||||||||||
Conversion Price | $ 0.05 | ||||||||||||||||
Unamortized debt discount | $ 600,000 | ||||||||||||||||
Debt Conversion, amount | $ 190,000 | ||||||||||||||||
Debt Conversion, Shares Issued | 3,800,000 | ||||||||||||||||
Convertible Promissory Note 3 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, amount | 100,000 | $ 300,000 | |||||||||||||||
Debt Conversion, Shares Issued | 385,714 | 100,000 | |||||||||||||||
Aggregate gross proceeds | $ 1,469,300 | ||||||||||||||||
Convertible Debt | 487,100 | 487,100 | |||||||||||||||
Convertible Promissory Note 3 [Member] | Common Stock 1 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, amount | 750,100 | ||||||||||||||||
Convertible Promissory Note 3 [Member] | Common Stock 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, amount | 284,200 | ||||||||||||||||
Convertible Promissory Note 3 [Member] | Common Stock 3 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, amount | 435,000 | ||||||||||||||||
Convertible Promissory Note 4 [Member] | Membership Interest Purchase Agreement [Member] | W C M H [Member] | Fourth One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Ownership percentage | 30.90% | ||||||||||||||||
Convertible Promissory Note 4 [Member] | Membership Interest Purchase Agreement [Member] | W C M H [Member] | Fourth One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 4,000,000 | ||||||||||||||||
Debt stated interest rate | 51.50% | ||||||||||||||||
Debt consideration | $ 1,450,000 | ||||||||||||||||
Debt consideration | $ 5,450,000 | ||||||||||||||||
Convertible Promissory Note 5 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 40,000,000 | ||||||||||||||||
Debt Conversion, Shares Issued | 50,000 | ||||||||||||||||
Promissory Debentures [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes and Loans Payable | 6,810,915 | 6,810,915 | |||||||||||||||
Promissory Debentures [Member] | Note Amount Only [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes and Loans Payable | 120,766 | 120,766 | |||||||||||||||
Promissory Debentures [Member] | Accrued Interest [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes and Loans Payable | 6,690,149 | 6,690,149 | |||||||||||||||
Ghs Investements [Member] | Convertible Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 57,000 | ||||||||||||||||
Debt stated interest rate | 8% | ||||||||||||||||
Debt Instrument, Maturity Date | Feb. 21, 2020 | ||||||||||||||||
Debt consideration | $ 57,000 | ||||||||||||||||
Emry Capital [Member] | Promissory Debenture [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 70,000 | ||||||||||||||||
Debt stated interest rate | 15% | ||||||||||||||||
Debt consideration | $ 120,766 | ||||||||||||||||
Derivative liability | $ 93,969 | 93,969 | $ 85,590 | ||||||||||||||
Change in derivative liability | $ 8,379 | $ 3,339 | |||||||||||||||
S P 11 [Member] | Promissory Debenture [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, amount | $ 35,000 | ||||||||||||||||
Debt Conversion, Shares Issued | 3,500,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | |||
Apr. 13, 2022 | Apr. 06, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||
Common stock, shares par value | $ 0.001 | $ 0.001 | ||
Restricted common stock cancellation | 55,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 25,000,000 | |||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 750,000 | |||
Consulting Agreement 1 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Consulting services | $ 200,000,000 | |||
Stock issued for cash shares | 5,000,000 | |||
Proceeds from issuance of stock | $ 150,000 | |||
Consulting Agreement 2 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Consulting services | $ 200,000,000 | |||
Stock issued for cash shares | 2,000,000 | |||
Proceeds from issuance of stock | $ 60,000 | |||
Mr Shvo [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Restricted common stock cancellation | 55,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Apr. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Related party | $ 36,200 | |||
Proceeds from notes payable | $ 1,635 | $ 0 | ||
Related party balance | 27,835 | |||
Top Flight [Member] | ||||
Debt Instrument [Line Items] | ||||
Professional and Contract Services Expense | 245,000 | 0 | ||
Accrued Professional Fees, Current | 1,277,000 | $ 247,000 | ||
Top Flight [Member] | Monthly Consulting Services [Member] | ||||
Debt Instrument [Line Items] | ||||
Professional and Contract Services Expense | 75,000 | |||
Top Flight [Member] | Goals Based Bonus [Member] | ||||
Debt Instrument [Line Items] | ||||
Professional and Contract Services Expense | 170,000 | |||
Bear Village [Member] | ||||
Debt Instrument [Line Items] | ||||
Related party | $ 0 | $ 0 |
EARNINGS PER SHARE (Details - B
EARNINGS PER SHARE (Details - Basic and diluted net income per share) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to the common stockholders | $ (2,866,314) | $ (447,774) |
Basic weighted average outstanding shares of common stock | 47,940,735 | 69,529,624 |
Dilutive effect of options and warrants | 0 | 0 |
Diluted weighted average common stock and common stock equivalents | 47,940,735 | 69,529,624 |
Loss per share: | ||
Basic and diluted | $ (0.06) | $ (0.01) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Jan. 05, 2023 | Dec. 15, 2022 | Oct. 31, 2022 | Sep. 08, 2022 | Aug. 25, 2022 | Apr. 06, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2023 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Jan. 02, 2023 | |
Loss Contingencies [Line Items] | ||||||||||||||
Employee reimbursements | $ 820 | $ 820 | ||||||||||||
Services performed | $ 5,700 | |||||||||||||
Lump Sum payment | $ 21,299 | |||||||||||||
Salary | $ 11,000 | |||||||||||||
Bonus | 14,201 | |||||||||||||
Automobile allowance | $ 1,500 | |||||||||||||
Common stock vest | 25,000,000 | |||||||||||||
Loan forgiveness debt | $ 7,500 | |||||||||||||
Possession company | 1,500 | |||||||||||||
Vesting shares | 25,000,000 | |||||||||||||
Vesting value | $ 750,000 | |||||||||||||
Las Vegas Aces [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
[custom:SponsorshipAgreement-0] | $ 928,288 | $ 901,250 | $ 875,000 | |||||||||||
Fourth One [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 2,000 | 2,000 | ||||||||||||
Number of value issued | $ 1,450,000 | $ 1,450,000 | ||||||||||||
Consideration | 5,450,000 | 5,450,000 | ||||||||||||
Notes payable | $ 4,000,000 | $ 4,000,000 | ||||||||||||
Maturity date | Oct. 31, 2022 | |||||||||||||
Conversion price | $ 2 | |||||||||||||
Purchase of coins | $ 1,600,000 | |||||||||||||
Fourth One [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Ownership percent | 30.90% | 30.90% | ||||||||||||
Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Bonus | $ 1,200,000 | $ 400,000 | ||||||||||||
Stock issued for cash shares | 12,000,000 | 5,000,000 | 50,000,000 | |||||||||||
Number of value issued | $ 1,000 | $ 6,000,000 | ||||||||||||
Recognized exchange | 40,000,000 | |||||||||||||
Repayment of related party | $ 21,000 | |||||||||||||
Increase of related party | $ 25,000 | |||||||||||||
Additional awards | $ 0 | |||||||||||||
Commitments [Member] | Bear Village Resort [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Vesting shares | 5,000,000 | |||||||||||||
Vesting value | $ 1,600,000 | |||||||||||||
Commitments Memberc [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Number of value issued | $ 1,140,000 | |||||||||||||
Consulting Agreement [Member] | Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Consulting services | $ 400,000,000 | |||||||||||||
Inspection Of Agreement [Member] | Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 15,000,000 | |||||||||||||
Number of value issued | $ 450,000 | |||||||||||||
Consulting Agreement 1 [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 5,000,000 | |||||||||||||
Consulting services | $ 200,000,000 | |||||||||||||
Proceeds from issuance of stock | 150,000 | |||||||||||||
Consulting Agreement 1 [Member] | Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Consulting services | $ 200 | |||||||||||||
Consulting Agreement 2 [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 2,000,000 | |||||||||||||
Consulting services | $ 200,000,000 | |||||||||||||
Proceeds from issuance of stock | 60,000 | |||||||||||||
Consulting Agreement 2 [Member] | Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Consulting services | $ 200 | |||||||||||||
Mr Tori White [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Possession company | 4,800 | |||||||||||||
Loan forgiveness | $ 24,000 | |||||||||||||
Mr Eric Collins [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Possession company | 2,500 | |||||||||||||
Loan forgiveness | $ 12,500 | |||||||||||||
Mr Donald Keer [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Possession company | 700 | |||||||||||||
Loan forgiveness | $ 3,500 | |||||||||||||
Mr Lance Lehr [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Possession company | 500 | |||||||||||||
Loan forgiveness | $ 2,500 | |||||||||||||
Rora [Member] | Commitments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Vesting shares | 28,000,000 | |||||||||||||
Vesting value | $ 2,800,000 | |||||||||||||
The George Law Group [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
[custom:PaymentOfRetainer] | $ 21,000 | |||||||||||||
[custom:PrepaidLegalFees-0] | $ 63,000 | $ 42,000 | ||||||||||||
Preferred Stock A [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 7,500,000 | |||||||||||||
Preferred Stock B [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 750 | |||||||||||||
Preferred Stock C [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock issued for cash shares | 1,500 |