Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | Cloudweb, Inc. | ||
Entity Central Index Key | 0001619227 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 27,819,385 | ||
Entity Public Float | $ 2,644,770 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-199193 | ||
Entity Incorporation State Country Code | FL | ||
Entity Tax Identification Number | 47-0978297 | ||
Entity Interactive Data Current | Yes | ||
Entity Address Address Line 1 | 800 W El Camino Real Suite 180 | ||
Entity Address City Or Town | Mountain View | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 94040 | ||
City Area Code | 773 | ||
Local Phone Number | 236-8132 | ||
Auditor Firm Id | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Total Current Assets | $ 0 | $ 0 |
TOTAL ASSETS | 0 | 0 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 59,656 | 56,109 |
Accrued interest | 181,058 | 144,593 |
Promissory notes payable | 2,160 | 2,160 |
Convertible notes payable, net of note discount of $0 and $1,184, respectively | 153,482 | 154,798 |
Due to related party | 96,760 | 34,960 |
Total Current Liabilities | 493,116 | 392,620 |
Promissory notes payable | 67,326 | 67,326 |
Total Liabilities | 560,442 | 459,946 |
Stockholders' Deficit | ||
Common stock, no par value; 500,000,000 shares authorized,27,819,385 shares and 319,385 shares issued and outstanding, respectively | 237,937,821 | 128,437,821 |
Additional paid-in capital | (5,091,518) | 155,982 |
Stock payable | 0 | 104,250,000 |
Accumulated deficit | (233,310,529) | (233,207,533) |
Accumulated deficit from discontinued operations | (96,216) | (96,216) |
Total Stockholders' Deficit | (560,442) | (459,946) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 27,819,385 | 319,385 |
Common stock, shares outstanding | 27,819,385 | 319,385 |
Convertible notes payable, note discount | $ 0 | $ 1,184 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES | ||
Professional fees | $ 46,849 | $ 35,660 |
Web development cost | 18,500 | 0 |
Salaries and wages - related party | 104,250,000 | |
Total Operating Expenses | 65,349 | 104,285,660 |
OTHER EXPENSES | ||
Interest expense | (37,647) | (195,410) |
Total Operating Expenses | (37,647) | (195,410) |
NET LOSS | $ (102,996) | $ (104,481,070) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | $ (327.13) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 25,930,649 | 319,385 |
STATEMENTS OF STOCKHOLDERS DEFI
STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Stock Payable | Accumulated Deficit | Accumulated Deficit from Discontinued Operations Deficit |
Balance, shares at Dec. 31, 2020 | 319,385 | |||||
Balance, amount at Dec. 31, 2020 | $ (384,858) | $ 128,437,821 | $ 0 | $ 0 | $ (128,726,463) | $ (96,216) |
Beneficial note conversion feature | 155,982 | 0 | 155,982 | 0 | 0 | 0 |
Stock-based compensation | 104,250,000 | 0 | 0 | 104,250,000 | 0 | 0 |
Net loss | (104,481,070) | $ 0 | 0 | 0 | (104,481,070) | 0 |
Balance, shares at Dec. 31, 2021 | 319,385 | |||||
Balance, amount at Dec. 31, 2021 | (459,946) | $ 128,437,821 | 155,982 | 104,250,000 | (233,207,533) | (96,216) |
Net loss | (102,996) | $ 0 | 0 | 0 | (102,996) | 0 |
Share Issuance for director compensation, shares | 25,000,000 | |||||
Share Issuance for director compensation, amount | 0 | $ 104,250,000 | 0 | (104,250,000) | 0 | 0 |
Share Issuance for repayment of convertible note, shares | 2,500,000 | |||||
Share Issuance for repayment of convertible note, amount | 2,500 | $ 5,250,000 | (5,247,500) | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 27,819,385 | |||||
Balance, amount at Dec. 31, 2022 | $ (560,442) | $ 237,937,821 | $ (5,091,518) | $ 0 | $ (233,310,529) | $ (96,216) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (102,996) | $ (104,481,070) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization of debt discount | 1,184 | 2,400 |
Amortization of beneficial conversion feature | 0 | 155,982 |
Stock based compensation | 104,250,000 | |
Changes in operating liabilities: | ||
Accounts payable and accrued liabilities | 3,547 | 700 |
Accrued interest | 36,465 | 37,028 |
Net cash used in operating activities | (61,800) | (34,960) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advancement from related party | 61,800 | 34,960 |
Net cash provided by financing activities | 61,800 | 34,960 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Share Issuance for director compensation | 104,250,000 | 0 |
Share Issuance for repayment of convertible notes | $ 2,500 | 0 |
Beneficial conversion feature | $ 155,982 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BUSINESS OPERATIONS | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Cloudweb, Inc. (the “Company”, or “we”) is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc. We are currently exploring different options of further developing and marketing our web hosting and data storage services. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments ASC 820 “ Fair Value Measurements and Disclosures These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity. Web Development Cost In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized. Share-based Expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 2022 and December 31, 2021, there were no unrecognized tax benefits. Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the year ended December 31, 2022 and 2021, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive: December 31, December 31, 2022 2021 (Shares) (Shares) Convertible notes payable 55,327,097 56,643,097 Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources from loan from related party and unaffiliated parties based on its current operating plan and condition. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2022 and 2021, the Director of the Company advance $61,800 and $34,960 for paying operating expenses on behalf of the Company, respectively. The loan is non-interest bearing and due on demand. As of December 31, 2022 and December 31, 2021, due to related party was $96,760 and $34,960, respectively. |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2022 | |
PROMISSORY NOTES | |
PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES December 31, December 31, Expiry Date 2022 2021 Interest Rate Promissory Note - November 2017 Due on demand $ 2,160 $ 2,160 60% per annum Promissory Note - March 2018 3/31/2028 15,296 15,296 30% per annum Promissory Note - June 2018 6/29/2028 12,249 12,249 30% per annum Promissory Note - September 2018 9/29/2028 5,408 5,408 30% per annum Promissory Note - December 2018 12/30/2028 6,137 6,137 30% per annum Promissory Note - March 2019 3/30/2029 7,150 7,150 30% per annum Promissory Note - June 2019 6/30/2029 10,105 10,105 30% per annum Promissory Note - September 2019 9/30/2029 4,081 4,081 30% per annum Promissory Note - December 2019 12/31/2029 6,900 6,900 30% per annum 69,486 69,486 Less current portion of promissory note payable (2,160 ) (2,160 ) Long-term promissory notes payable $ 67,326 $ 67,326 As of December 31, 2022 and December 31, 2021, the accrued interest on the promissory notes was $89,464 and $67,672, respectively. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES December 31, December 31, Expiry Date 2022 2021 Convertible Notes - July 2017 6/30/2022 $ 116,000 $ 116,000 Convertible Notes - January 2020 Due on demand 8,033 8,033 Convertible Notes - March 2020 Due on demand 4,768 4,768 Convertible Notes - June 2020 Due on demand 13,800 13,800 Convertible Notes - September 2020 Due on demand 7,307 7,307 Convertible Notes - December 2020 Due on demand 3,574 6,074 Less debt discount - (1,184 ) 153,482 154,798 Less current portion of convertible note payable (153,482 ) (154,798 ) Long-term convertible notes payable $ - $ - Convertible Notes – July 2017 On July 1, 2017, the Company replaced the promissory notes held by the four non-affiliated assignees with convertible notes at principal amount of $34,000, for total note principal amount of $136,000. The convertible notes bear interest at 4% per annum, has an original expiry date of June 30, 2019 and subsequently extended to June 30, 2022 and are convertible at $0.005 per share for the Company common stock. On January 2, 2018, the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares (pre 200:1 reverse stock split - 1,000,000 shares) of common stock at $0.005 per share. An aggregate $20,000 principal amount of the four convertible notes were converted for 4,000,000 common shares. The note is currently at default. Convertible Note – January 2020 On January 2, 2020, the Company replaced a promissory note of $17,033 originally issued to an unaffiliated party on December 31, 2017 with a convertible note of $17,033. The convertible note is due on demand, bear interest at 10% per annum and is convertible at $0.003 per share. The discount on convertible note from beneficial conversion feature of $17,033 was fully amortized during the year ended December 31, 2020. On March 4, 2020, this convertible note was sold to another unaffiliated party. Convertible Note – March 2020 On March 4, 2020, the convertible note originally issued on January 2, 2020 comprising of principal amount of $17,033 and accrued interest of $21,073 was sold to another unaffiliated party. On March 23, 2020, the principal amount of the convertible note of $9,000 was converted into 15,000 shares (pre 200:1 reverse stock split - 3,000,000 shares) of common stock. (see Note 7) On March 31, 2020, the Company issued to an unaffiliated party a convertible note at $4,768 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $4,768 was fully amortized during the year ended December 31, 2020. Convertible Note – June 2020 On June 30, 2020, the Company issued to an unaffiliated party a convertible note at $13,800 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $13,800 was fully amortized during the year ended December 31, 2020. Convertible Note – September 2020 On September 30, 2020, the Company issued to an unaffiliated party a convertible note at $7,307 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $7,307 was fully amortized during the year ended December 31, 2020. Convertible Note – December 2020 On December 31, 2020, the Company issued to an unaffiliated party a convertible note at $6,074 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $6,074 was fully amortized during the year ended December 31, 2020. During six months ended June 30, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price. As of June 30, 2022 and December 31, 2021, the convertible note was $3,574 and $6,074, respectively. During the year ended December 31, 2022 and 2021, the Company recognized amortization of debt discount and beneficial conversion feature of $1,184 and $2,400, respectively. As of December 31, 2022 and December 31, 2021, the convertible notes payable was $153,482 and $154,798, net of note discount of $0 and $1,184, and accrued interest payable was $91,594 and $76,921, respectively. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
EQUITY | NOTE 7 - EQUITY Authorized Stock The Company’s authorized common stock consists of 500,000,000 shares with no par value. Common Shares On June 20, 2021, a majority of stockholders of our company and board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a basis of up to two hundred (200) old shares for one (1) new share of common stock. The reverse stock split was approved by FINRA for approval on October 27, 2021. On January 18, 2022, the Company issued 25,000,000 shares of restricted common stock valued at $104,250,000 to the Director of the Company for year 2021 salary. During year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price. As of December 31, 2022 and December 31, 2021, the issued and outstanding shares of common stock was 27,819,385 and 319,385, respectively. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
INCOME TAX | NOTE 8 – INCOME TAX The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022 and 2021, are as follows: December 31, December 31, 2022 2021 Net operating loss carryforward $ (702,652 ) $ (599,656 ) Statutory tax rate 21 % 21 % Deferred tax asset (147,557 ) (125,928 ) Less: Valuation allowance 147,557 125,928 Net deferred asset $ - $ - As of December 31, 2022 the Company had approximately $700,000 in net operating losses (“NOLs”) that may be available to offset future taxable income. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2015 through 2022 are subject to review by the tax authorities. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
RISKS AND UNCERTAINTIES | |
RISKS AND UNCERTAINTIES | NOTE 9 – RISKS AND UNCERTAINTIES In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not may |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | ASC 820 “ Fair Value Measurements and Disclosures These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity. |
Web Development Cost | In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized. |
Share-based Expenses | ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). |
Income Taxes | The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 2022 and December 31, 2021, there were no unrecognized tax benefits. |
Basic and Diluted Income (Loss) Per Share | The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the year ended December 31, 2022 and 2021, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive: December 31, December 31, 2022 2021 (Shares) (Shares) Convertible notes payable 55,327,097 56,643,097 |
Recent accounting pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of anti-dilutive securities excluded from computation of earnings per share | December 31, December 31, 2022 2021 (Shares) (Shares) Convertible notes payable 55,327,097 56,643,097 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROMISSORY NOTES | |
Schedule of promissory notes | December 31, December 31, Expiry Date 2022 2021 Interest Rate Promissory Note - November 2017 Due on demand $ 2,160 $ 2,160 60% per annum Promissory Note - March 2018 3/31/2028 15,296 15,296 30% per annum Promissory Note - June 2018 6/29/2028 12,249 12,249 30% per annum Promissory Note - September 2018 9/29/2028 5,408 5,408 30% per annum Promissory Note - December 2018 12/30/2028 6,137 6,137 30% per annum Promissory Note - March 2019 3/30/2029 7,150 7,150 30% per annum Promissory Note - June 2019 6/30/2029 10,105 10,105 30% per annum Promissory Note - September 2019 9/30/2029 4,081 4,081 30% per annum Promissory Note - December 2019 12/31/2029 6,900 6,900 30% per annum 69,486 69,486 Less current portion of promissory note payable (2,160 ) (2,160 ) Long-term promissory notes payable $ 67,326 $ 67,326 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES | |
Schedule Of Convertible Notes | December 31, December 31, Expiry Date 2022 2021 Convertible Notes - July 2017 6/30/2022 $ 116,000 $ 116,000 Convertible Notes - January 2020 Due on demand 8,033 8,033 Convertible Notes - March 2020 Due on demand 4,768 4,768 Convertible Notes - June 2020 Due on demand 13,800 13,800 Convertible Notes - September 2020 Due on demand 7,307 7,307 Convertible Notes - December 2020 Due on demand 3,574 6,074 Less debt discount - (1,184 ) 153,482 154,798 Less current portion of convertible note payable (153,482 ) (154,798 ) Long-term convertible notes payable $ - $ - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
Schedule Of Effective Income Tax Rate Reconciliation | December 31, December 31, 2022 2021 Net operating loss carryforward $ (702,652 ) $ (599,656 ) Statutory tax rate 21 % 21 % Deferred tax asset (147,557 ) (125,928 ) Less: Valuation allowance 147,557 125,928 Net deferred asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Convertible notes payable | 55,327,097 | 56,643,097 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | $ 65,349 | $ 104,285,660 |
Due To Related Party | 96,760 | 34,960 |
Director [Member] | ||
Operating expenses | $ 61,800 | $ 34,960 |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total promissory notes payable | $ 69,486 | $ 69,486 |
Less Current Portion Of Promissory Note Payable | (2,160) | (2,160) |
Long-term Promissory Notes Payable | 67,326 | 67,326 |
November 2017 [Member] | ||
Promissory Note | $ 2,160 | $ 2,160 |
Interest Rate | 60% | 60% |
Expiry Date | Due on demand | Due on demand |
March 2018 [Member] | ||
Promissory Note | $ 15,296 | $ 15,296 |
Interest Rate | 30% | 30% |
Expiry Date | Mar. 31, 2028 | Mar. 31, 2028 |
June 2018 [Member] | ||
Promissory Note | $ 12,249 | $ 12,249 |
Interest Rate | 30% | 30% |
Expiry Date | Jun. 29, 2028 | Jun. 29, 2028 |
September 2018 [Member] | ||
Promissory Note | $ 5,408 | $ 5,408 |
Interest Rate | 30% | 30% |
Expiry Date | Sep. 29, 2028 | Sep. 29, 2028 |
December 2018 [Member] | ||
Promissory Note | $ 6,137 | $ 6,137 |
Interest Rate | 30% | 30% |
Expiry Date | Dec. 30, 2028 | Dec. 30, 2028 |
March 2019 [Member] | ||
Promissory Note | $ 7,150 | $ 7,150 |
Interest Rate | 30% | 30% |
Expiry Date | Mar. 30, 2029 | Mar. 30, 2029 |
June 2019 [Member] | ||
Promissory Note | $ 10,105 | $ 10,105 |
Interest Rate | 30% | 30% |
Expiry Date | Jun. 30, 2029 | Jun. 30, 2029 |
September 2019 [Member] | ||
Promissory Note | $ 4,081 | $ 4,081 |
Interest Rate | 30% | 30% |
Expiry Date | Sep. 30, 2029 | Sep. 30, 2029 |
December 2019 [Member] | ||
Promissory Note | $ 6,900 | $ 6,900 |
Interest Rate | 30% | 30% |
Expiry Date | Dec. 31, 2029 | Dec. 31, 2029 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
PROMISSORY NOTES | ||
Accrued interest on promissory notes | $ 89,464 | $ 67,672 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Less debt discount | $ 0 | $ 1,184 |
Convertible note payable | 153,482 | 154,798 |
Less current portion of convertible note payable | (153,482) | (154,798) |
Long-term convertible notes payable | 0 | 0 |
January 2020 [Member] | ||
Convertible note payable | $ 8,033 | 8,033 |
Expiry Date | Due on demand | |
March 2020 [Member] | ||
Convertible note payable | $ 4,768 | 4,768 |
Expiry Date | Due on demand | |
December 2020 [Member] | ||
Convertible note payable | $ 3,574 | 6,074 |
Expiry Date | Due on demand | |
July 2017 [Member] | ||
Convertible note payable | $ 116,000 | 116,000 |
Expiry Date | Jun. 30, 2022 | |
June 2020 [Member] | ||
Convertible note payable | $ 13,800 | 13,800 |
Expiry Date | Due on demand | |
September 2020 [Member] | ||
Convertible note payable | $ 7,307 | $ 7,307 |
Expiry Date | Due on demand |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 20, 2021 | Mar. 23, 2020 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | Mar. 04, 2020 | Jan. 02, 2020 | |
Accrued interest payable | $ 91,594 | $ 76,921 | ||||||
Original Discount | 0 | 1,184 | ||||||
Convertible note payable | 153,482 | 154,798 | ||||||
Amortization of debt discount | 1,184 | 2,400 | ||||||
Share Issuance for repayment of convertible note, amount | 2,500 | |||||||
Principal amount | 153,482 | 154,798 | ||||||
March 2020 [Member] | ||||||||
Convertible note payable | 4,768 | 4,768 | ||||||
Convertible note principal amount | $ 9,000 | |||||||
Conversion of convertible notes into common stock | 3,000,000 | |||||||
Principal amount | $ 17,033 | |||||||
Accrued interest | $ 21,073 | |||||||
March 2020 [Member] | Unaffiliated Party [Member] | ||||||||
Convertible note payable | 4,768 | |||||||
Convertible notes bear interest rate | 30% | |||||||
Conversion Price per share | $ 0.001 | |||||||
Amortization of debt discount | 4,768 | |||||||
January 2020 [Member] | ||||||||
Convertible note payable | 8,033 | 8,033 | ||||||
January 2020 [Member] | Unaffiliated Party [Member] | ||||||||
Convertible note payable | $ 17,033 | |||||||
Convertible notes bear interest rate | 10% | |||||||
Conversion Price per share | $ 0.003 | |||||||
Amortization of debt discount | 17,033 | |||||||
Promissory note | $ 17,033 | |||||||
September 30 2020 [Member] | Unaffiliated Party [Member] | ||||||||
Convertible note payable | $ 7,307 | |||||||
Convertible notes bear interest rate | 30% | |||||||
Conversion Price per share | $ 0.001 | |||||||
Amortization of debt discount | $ 7,307 | |||||||
June 2020 [Member] | ||||||||
Convertible note payable | 13,800 | 13,800 | ||||||
June 2020 [Member] | Unaffiliated Party [Member] | ||||||||
Convertible note payable | $ 13,800 | |||||||
Convertible notes bear interest rate | 30% | |||||||
Conversion Price per share | $ 0.001 | |||||||
Amortization of debt discount | $ 13,800 | |||||||
December 2020 [Member] | Unaffiliated Party [Member] | ||||||||
Convertible note payable | $ 3,574 | $ 6,074 | $ 6,074 | |||||
Convertible notes bear interest rate | 30% | |||||||
Conversion Price per share | $ 0.001 | |||||||
Amortization of debt discount | $ 6,074 | |||||||
Share Issuance for repayment of convertible note, amount | $ 2,500 | |||||||
Share Issuance for repayment of convertible note, shares | 2,500,000 | |||||||
Stock price | $ 2.10 | |||||||
January 2, 2018 [Member] | Four Non-affiliated Holders [Member] | ||||||||
Conversion Price per share | $ 0.005 | |||||||
Conversion of convertible notes into common stock | 4,000,000 | |||||||
Debt conversion, amount | $ 20,000 | |||||||
Debt Conversion Description | the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares (pre 200:1 reverse stock split - 1,000,000 shares) of common stock | |||||||
July 1, 2017 [Member] | ||||||||
Convertible notes bear interest rate | 4% | |||||||
Conversion Price per share | $ 0.005 | |||||||
Convertible note principal amount | $ 34,000 | |||||||
Principal amount | $ 136,000 | |||||||
Expiry date | Jun. 30, 2019 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 18, 2022 | Jun. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock Share Outstanding | 27,819,385 | 319,385 | ||
Common Stock Share Issued | 27,819,385 | 319,385 | ||
Share Issuance for repayment of convertible note, amount | $ 2,500 | |||
Common Shares [Member] | ||||
Reverse Stock Split | on a basis of up to two hundred (200) old shares for one (1) new share of common stock. | |||
Common Stock Restricted Value | $ 104,250,000 | |||
Share issued by restricted common stock | 25,000,000 | |||
Share Issuance for repayment of convertible note, amount | $ 2,500 | |||
StockPrice | $ 2.10 | |||
Share Issuance for repayment of convertible note, shares | 2,500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||
Net operating loss carryforward | $ (702,652) | $ (599,656) |
Statutory tax rate | 21% | 21% |
Deferred tax asset | $ (147,557) | $ (125,928) |
Less: valuation allowance | 147,557 | 125,928 |
Net Deferred asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2022 USD ($) |
INCOME TAX | |
Net operating loss carryforward | $ 700,000 |
Ownership Percentage | 50% |