Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 11, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-1593184 | ||
Entity Registrant Name | BIOREGENX, INC. | ||
Entity Central Index Key | 0001593184 | ||
Entity Tax Identification Number | 30-1912453 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 7407 Ziegler Road | ||
Entity Address, City or Town | Chattanooga | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37421 | ||
City Area Code | (866) | ||
Local Phone Number | 770-4067 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,244,930 | ||
Entity Common Stock, Shares Outstanding | 956,630,100 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 0 | $ 676 |
Total Current Assets | 0 | 676 |
Non-Current Assets: | ||
Domain Name & Website, net of amortization of $57,441 and $51,509, respectively | 31,540 | 37,473 |
Investment in Chill N Out Chryotherapy – related party | 100 | 21,000 |
Total Other Assets | 31,640 | 58,473 |
Total Assets | 31,640 | 59,149 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 28,242 | 19,721 |
Current Portion Long-Term Debt | 200,000 | 4,189 |
Loans Payable – Related Party | 25,370 | 40,970 |
Total Current Liabilities | 253,612 | 64,880 |
Long-Term Debt | 0 | 195,811 |
Total Liabilities | 253,612 | 260,691 |
Stockholders' Deficit: | ||
Common Stock, $0.001 par value, 500,000,000 shares authorized, 276,750,406 and 269,745,006 issued and outstanding, respectively | 276,750 | 269,745 |
Additional Paid in Capital | 3,001,149 | 2,436,513 |
Accumulated Deficit | (3,509,771) | (2,917,700) |
Total Stockholders' Deficit | (221,972) | (201,542) |
Total Liabilities and Stockholders' Deficit | 31,640 | 59,149 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock, Series B, $0.001 par value, 5,000,000 shares authorized, 4,900,000 shares issued and outstanding | 5,000 | 5,000 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock, Series B, $0.001 par value, 5,000,000 shares authorized, 4,900,000 shares issued and outstanding | $ 4,900 | $ 4,900 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 57,441 | $ 51,509 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 276,750,406 | 269,745,006 |
Common Stock, Shares, Outstanding | 276,750,406 | 269,745,006 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 4,900,000 | 4,900,000 |
Preferred Stock, Shares Outstanding | 4,900,000 | 4,900,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Findit Services | $ 22,243 | $ 42,159 |
Operating Expenses: | ||
Advertising and Marketing Expenses | 245 | 6,043 |
Amortization Expense | 5,932 | 5,932 |
Consulting Services | 81,600 | 0 |
Content Writing | 0 | 21,750 |
General and Administrative Expense | 18,254 | 27,647 |
Professional Fees | 7,080 | 27,928 |
Programming Fees | 700 | 9,735 |
Web Design and Hosting Expense | 18,095 | 21,432 |
Total Operating Expenses | 131,906 | 120,467 |
Loss from Operations | (109,663) | (78,308) |
Other Expense: | ||
Loss on conversion of debt – related party | (453,232) | 0 |
Interest Expense | (8,276) | 0 |
Total Other Expense | (461,508) | 0 |
Loss Before Provision for Income Tax | (571,171) | (78,308) |
Provision for Income Tax | 0 | 0 |
Net Loss | (571,171) | (78,308) |
Other Comprehensive Loss | ||
Unrealized loss on available-for-sale securities | (20,900) | (39,000) |
Total Comprehensive Loss | $ (592,071) | $ (117,308) |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 276,366,548 | 269,745,006 |
Weighted Average Number of Shares Outstanding, Diluted | 276,366,548 | 269,745,006 |
STATEMENTS OF STOCKHOLDERS (DEF
STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 269,745 | $ 5,000 | $ 4,900 | $ 2,436,513 | $ (2,800,392) | $ (84,234) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 269,745,006 | 5,000,000 | 4,900,000 | |||
Net Loss | (117,308) | (117,308) | ||||
Ending balance, value at Dec. 31, 2022 | $ 269,745 | $ 5,000 | $ 4,900 | 2,436,513 | (2,917,700) | (201,542) |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 269,745,006 | 5,000,000 | 4,900,000 | |||
Net Loss | (592,071) | (592,071) | ||||
Shares issued for services | $ 1,000 | 80,600 | 81,600 | |||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||
Shares issued for debt and services – related party | $ 6,005 | 484,036 | 490,041 | |||
Stock Issued During Period, Shares, New Issues | 6,005,400 | |||||
Ending balance, value at Dec. 31, 2023 | $ 276,750 | $ 5,000 | $ 4,900 | $ 3,001,149 | $ (3,509,771) | $ (221,972) |
Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 276,750,406 | 5,000,000 | 4,900,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flow from Operating Activities: | ||
Net Loss | $ (592,071) | $ (117,308) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Amortization expense | 5,932 | 5,932 |
Investment in Chill N Out Cryotherapy – related party | 20,900 | 39,000 |
Common stock issued for services | 81,600 | 0 |
Common stock issued for expenses– related party | 8,539 | 0 |
Loss on conversion of debt – related party | 453,232 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts payable | 8,521 | 7,724 |
Deferred revenue | 0 | 0 |
Net Cash Used by Operating Activities | (13,347) | (64,652) |
Cash Flows from Investing Activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayment of loans – related party | (110) | (700) |
Proceeds from loans payable – related party | 12,781 | 41,670 |
Net Cash Provided by Financing Activities | 12,671 | 40,970 |
Net Change in Cash | (676) | (23,682) |
Cash at Beginning of Year | 676 | 24,358 |
Cash at End of Year | 0 | 676 |
Cash Paid During the Period for: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
Supplemental non-cash disclosure: | ||
Unrealized loss on available-for-sale securities | (20,900) | (39,000) |
Common stock issued debt – related party | $ 0 | $ 28,270 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (571,171) | $ (78,308) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION & NATURE OF OPERAT
ORGANIZATION & NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION & NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION & NATURE OF OPERATIONS FINDIT, Inc., “the Company”, was organized on December 23, 1998 as a Nevada Corporation. The Company offers online products and services that consists of content distribution, content creation, web development, Search Engine Optimization, Social Media, and Social Networking Marketing Campaigns. Products and services include news and press release distribution, Findit extension domains we call Vanity Keyword URLs, Findit Prime which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Intangible Assets Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Concentration of Credit Risk The credit risk for customer accounts is not significant due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2023 and 2022, the Company had no Fair Value Measurements The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023. See Note 4 for additional disclosures for the Company’s investments measured at fair value. Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $ 3,509,771 The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and/or private placement of common stock. In order to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern, the company has exited the CBD oil business which consumed substantial capital and resources and has streamlined operational costs. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS On November 25, 2020, the Company purchased 1,000,000 100 21,000 20,900 39,000 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 – DEBT The Company borrowed $ 150,000 The Company borrowed $ 50,000 As of December 31, 2023, no payments towards the balance due and the loan may be considered in default. Schedule of debt December 31, 2023 December 31, 2022 SBA Loan – July 20,2020 $ 150,000 $ 150,000 SBA Loan – July 17,2021 50,000 50,000 Total $ 200,000 $ 200,000 Less: current portion (200,000 ) (4,189 ) Long term portion $ – $ 195,811 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 6 – PREFERRED STOCK Series A Preferred Stock The Series A Preferred Stock holds a voting weight of 2,500 common shares, is not entitled to receive dividends and has no liquidation rights. Series B Preferred Stock The Series B Preferred Stock holds a voting weight of 1,000 common shares, is not entitled to receive dividends and has no liquidation rights. |
COMMON STOCK TRANSACTIONS
COMMON STOCK TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
COMMON STOCK TRANSACTIONS | NOTE 7 – COMMON STOCK TRANSACTIONS During the years ended December 31, 2023, the Company issued 1,000,000 81,600 See Note 8 for shares issued to a related party. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2022, the Company received a total cash advance from Classworx Inc of $ 2,900 2,890 During the year ended December 31, 2022, the Company received a total cash advance from Thomas Powers, CEO of $ 28,270 6,005,400 28,270 8,539 453,232 During the year ended December 31, 2022, the Company received a total cash advance from TransworldNews, Inc. of $ 10,500 700 9,800 9,700 During the year ended December 31, 2023, Mr. Powers advanced the Company $ 12,781 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 - INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%. The provision for Federal income tax consists of the following December 31: Provision for income tax 2023 2022 Federal income tax benefit attributable to: Current Operations $ (124,000 ) $ (25,000 ) Less: valuation allowance 124,000 25,000 Net provision for Federal income taxes $ – $ – The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Schedule of deferred tax assets 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ (737,000 ) $ (613,000 ) Less: valuation allowance 737,000 613,000 Net deferred tax asset $ – $ – At December 31, 2023, the Company had net operating loss carry forwards of approximately $ 737,000 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS Merger with BioRegenx, Inc. The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant with the Registrant being the surviving company. The name of the Company was changed to BioRegenx, Inc. Pursuant to the merger, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of Company’s stock was the average closing price of Registrant for the month of November 2022. Amendment to Articles of Incorporation Effective March 8, 2024, the Company filed an Amendment to the Articles of Incorporation which increased the authorized common stock to One Billion Five Hundred Thousand (1,500,000,000) common shares. Additionally, the name of the Company was changed to BioRegenx, Inc. Certificate of Designation The Company discovered that a Certificate of Designation was not properly filed in 2013 creating the 5,000,000 Series A preferred shares. Effective March 14, 2024, the Company filed a Certificate of Designation (and subsequently, a Certificate of Correction) curing the 2013 creation of the Series A preferred shares and ratifying the issuances of 5,000,000 Series A preferred shares in 2013 which were retired pursuant to the terms of the merger. Each Series A preferred share has voting rights of 2,500 votes per Series A preferred share. Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no other material subsequent events that require disclosure in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. |
Intangible Assets | Intangible Assets Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Concentration of Credit Risk | Concentration of Credit Risk The credit risk for customer accounts is not significant due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2023 and 2022, the Company had no |
Fair Value Measurements | Fair Value Measurements The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023. See Note 4 for additional disclosures for the Company’s investments measured at fair value. |
Stock-based Compensation | Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt December 31, 2023 December 31, 2022 SBA Loan – July 20,2020 $ 150,000 $ 150,000 SBA Loan – July 17,2021 50,000 50,000 Total $ 200,000 $ 200,000 Less: current portion (200,000 ) (4,189 ) Long term portion $ – $ 195,811 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for income tax | Provision for income tax 2023 2022 Federal income tax benefit attributable to: Current Operations $ (124,000 ) $ (25,000 ) Less: valuation allowance 124,000 25,000 Net provision for Federal income taxes $ – $ – |
Schedule of deferred tax assets | Schedule of deferred tax assets 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ (737,000 ) $ (613,000 ) Less: valuation allowance 737,000 613,000 Net deferred tax asset $ – $ – |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Cash, Uninsured Amount | 0 | 0 |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 3,509,771 | $ 2,917,700 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - Chill N Out Cryotherapy [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 25, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Investment Owned, Balance, Shares | 1,000,000 | ||
Investment Owned, Fair Value | $ 100 | $ 21,000 | |
Unrealized Gain (Loss) on Investments | $ 20,900 | $ 39,000 |
DEBT (Details - Schedule of deb
DEBT (Details - Schedule of debt) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 200,000 | $ 200,000 |
Less: current portion | (200,000) | (4,189) |
Long term portion | 0 | 195,811 |
S B A Loan 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total | 150,000 | 150,000 |
S B A Loan 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 50,000 | $ 50,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Jul. 17, 2021 | Jul. 20, 2020 |
E I D L [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from Issuance of Long-Term Debt | $ 50,000 | $ 150,000 |
COMMON STOCK TRANSACTIONS (Deta
COMMON STOCK TRANSACTIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Stock Issued During Period, Value, Issued for Services | $ 81,600 |
Common Stock [Member] | |
Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 |
Stock Issued During Period, Value, Issued for Services | $ 81,600 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Repayments of Related Party Debt | $ 110 | $ 700 | |
Common Stock Issued for Expenses Related Party | 8,539 | 0 | |
Loss on Conversion of Debt Related Party | 453,232 | 0 | |
Classworx [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Proceeds from Related Party Debt | 2,900 | ||
Loan Payable Related Party | 2,890 | ||
Thomas Powers [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Proceeds from Related Party Debt | 12,781 | 28,270 | |
Stock Issued During Period, Shares, New Issues | 6,005,400 | ||
Repayments of Related Party Debt | $ 28,270 | ||
Common Stock Issued for Expenses Related Party | $ 8,539 | ||
Transworld News [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Proceeds from Related Party Debt | 10,500 | ||
Loan Payable Related Party | $ 9,700 | 9,800 | |
Repayments of Related Party Debt | $ 700 |
INCOME TAX (Details - Provision
INCOME TAX (Details - Provision for income taxes) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ (124,000) | $ (25,000) |
Less: valuation allowance | 124,000 | 25,000 |
Net provision for Federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred tax assets) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ (737,000) | $ (613,000) |
Less: valuation allowance | 737,000 | 613,000 |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 737,000 |