Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56366 | ||
Entity Registrant Name | TRIBAL RIDES INTERNATIONAL CORP. | ||
Entity Central Index Key | 0001624985 | ||
Entity Tax Identification Number | 37-1758469 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 26060 Acero | ||
Entity Address, City or Town | Mission Viejo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92691 | ||
City Area Code | 949 | ||
Local Phone Number | 434-7259 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,637,800 | ||
Entity Common Stock, Shares Outstanding | 36,157,500 | ||
Auditor Firm ID | 5854 | ||
Auditor Name | TAAD LLP | ||
Auditor Location | Diamond Bar, CA |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 4,213 | $ 121,481 |
Prepaid expenses | 0 | 334,000 |
Total current assets | 4,213 | 455,481 |
Software and equipment, net | 126,860 | 45,002 |
Patents, net | 6,579 | 4,830 |
Total noncurrent assets | 133,439 | 49,832 |
Total Assets | 137,652 | 505,313 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 92,573 | 50,697 |
Deferred revenue | 9 | 0 |
Notes payable, net of debt discount | 310,000 | 86,713 |
Due to related party | 163,441 | 60,761 |
Total current liabilities | 566,023 | 198,171 |
Total Liabilities | 566,023 | 198,171 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.00001 par value, 50,000,000 shares authorized; 36,502,500 and 36,182,500 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 365 | 3,619 |
Common stock to be issued, 1,624,000 and 1,320,000 shares as of December 31, 2022 and 2021, respectively | 16 | 132 |
Additional paid-in capital | 1,591,654 | 832,284 |
Accumulated deficit | (2,020,406) | (528,893) |
Total Stockholders’ Equity (Deficit) | (428,371) | 307,142 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 137,652 | $ 505,313 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 36,502,500 | 36,182,500 |
Common Stock, Shares, Outstanding | 36,502,500 | 36,182,500 |
Common stock to be issued shares | 1,624,000 | 1,320,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Selling and marketing | $ 8,516 | $ 2,200 |
General and administrative (includes stock-based expense of $934,000 and $166,000, respectively) | 1,090,174 | 301,824 |
Total operating expense | 1,098,690 | 304,024 |
Operating loss | (1,098,690) | (304,024) |
Other income (expense): | ||
Interest expense | (34,931) | (6,317) |
Amortization of debt discount | (208,287) | (81,713) |
Gain (loss) on extinguishment of debt | (149,605) | 41,914 |
Total other income (expense) | (392,823) | (46,116) |
Loss before provision for income taxes | (1,491,513) | (350,140) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,491,513) | $ (350,140) |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Stock compensation | $ 934,000 | $ 166,000 |
Weighted Average Number of Shares Outstanding, Basic | 36,612,089 | 36,339,541 |
Weighted Average Number of Shares Outstanding, Diluted | 36,612,089 | 36,339,541 |
Earnings Per Share, Basic | $ (0.04) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.04) | $ (0.01) |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – December 31, 2021 at Dec. 31, 2020 | $ 3,606 | $ 87,979 | $ (178,753) | $ (87,168) | |
Beginning balance, shares at Dec. 31, 2020 | 36,057,500 | ||||
Shares issued for services | $ 13 | 499,987 | 500,000 | ||
Shares issued for services, shares | 125,000 | ||||
Shares and warrant issuable with debt | $ 132 | 244,318 | 244,450 | ||
Shares and warrant issuable with debt, shares | 1,320,000 | ||||
Net loss | (350,140) | (350,140) | |||
Balance – December 31, 2022 at Dec. 31, 2021 | $ 3,619 | $ 132 | 832,284 | (528,893) | 307,142 |
Ending balance, shares at Dec. 31, 2021 | 36,182,500 | 1,320,000 | |||
Shares issued for services | $ 132 | $ (132) | |||
Shares issued for services, shares | 1,320,000 | (1,320,000) | |||
Cancellation of shares | $ (200) | 200 | |||
Cancelled shares, shares | (2,000,000) | ||||
Shares issued or issuable pursuant to employment agreements | $ 100 | $ 100 | 599,800 | 600,000 | |
Shares issued or issuable pursuant to employment agreements, shares | 1,000,000 | 1,000,000 | |||
Shares issuable in settlement of debt | $ 2 | 5,998 | 6,000 | ||
Shares issuable in settlement of debt, shares | 24,000 | ||||
Shares issued in extinguishment of debt | $ 60 | 149,940 | 150,000 | ||
Net loss | (1,491,513) | (1,491,513) | |||
[custom:SharesIssuedInModificationOfDebtShares] | 600,000 | ||||
Out-of-period adjustment error correction | (3,286) | $ (146) | 3,432 | 0 | 0 |
Balance – December 31, 2022 at Dec. 31, 2022 | $ 365 | $ 16 | $ 1,591,654 | $ (2,020,406) | $ (428,371) |
Ending balance, shares at Dec. 31, 2022 | 36,502,500 | 1,624,000 |
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 | $ (1,491,513) | $ (350,140) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Expense for shares issued in 2021 for services | 334,000 | 166,000 |
Shares issued and issuable pursuant to employment agreements | 600,000 | 0 |
(Gain) loss on extinguishment of debt | 149,605 | (41,914) |
Amortization of software and equipment | 1,838 | 735 |
Amortization of debt discount | 208,287 | 81,713 |
Changes in operating assets/liabilities: | ||
Accounts payable and accrued liabilities | 43,270 | 31,027 |
Deferred revenue | 9 | 0 |
Net cash used in operating activities | (154,504) | (112,579) |
Cash flows from investing activities: | ||
Capital expenditures | (85,444) | (47,294) |
Net cash used in investing activities | (85,444) | (47,294) |
Cash flows from financing activities: | ||
Borrowings from related parties | 102,680 | 36,904 |
Proceeds from note payable – non-related | 20,000 | 249,450 |
Repayment of note payable – non-related | 0 | (5,000) |
Net cash from financing activities | 122,680 | 281,354 |
Net change in cash | (117,268) | 121,481 |
Cash, beginning of period | 121,481 | 0 |
Cash, end of period | 4,213 | 121,481 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Taxes | 0 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Debt discount on convertible promissory note | 0 | 244,450 |
Shares issuable on settlement of debt | $ 6,000 | $ 0 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization and Business We were incorporated on May 19, 2014 in the State of Nevada as Trimax Consulting, Inc. with an initial business plan of providing real estate consulting services and purchasing tax liens. On March 16, 2017, Newfield Global Holdings Limited acquired 25.0 million shares of our common stock representing 96.3% of our then outstanding shares. Upon election of a new Board of Directors and appointment of new management, we altered our business plan to provide end-to-end Human Resource services. On May 8, 2017, we filed an Amendment to our Articles of Incorporation changing our name to Xinda International Corp. On February 24, 2021, we filed an Amendment to our Articles of Incorporation changing our name to Tribal Rides International Corp. On February 23, 2022, we filed an application with the Financial Industry Regulatory Authority (“FINRA”) to change our ticker symbol. Until that change is made, our ticker symbol remains XNDA. We are engaged in the business of digital transformation of transportation. The digital transportation enablement and enhancement platform provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers. The platform gives customers an app-based experience and provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs. Although we have made progress on our platform, it is continuing to undergo beta testing while we await additional funding. We hope to launch the next phase of release during the year ending December 31, 2023. We have focused on expanding some of the transportation capabilities and bug fixing. One significant addition to the financial transaction capabilities of our platform is the successful registration and qualification for using the Paypal financial transaction features to supplement our current Stripe capabilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our Company’s year-end is December 31. Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $ 2,020,406 The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all short-term investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. Our cash balance was $ 4,213 121,481 Internal Use Software Development We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over a period of five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Intellectual Property We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately ten (10) years. Fair Value of Financial Instruments 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 as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3 — Unobservable inputs which are supported by little or no market activity. For assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2022 and 2021 (level 3 inputs are not applicable): Schedule of fair value assets and liabilities Fair Value Measurement Using Level 1 Level 2 Year ended December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – Year ended December 31, 2021: Liabilities: Due to related parties – recognized at fair value (1) $ 60,761 $ – ____________ (1) The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. During the years ended December 31, 2022 and 2021 there were no transfers between Levels 1, 2 or 3. Financial risk factors As our software platform has not yet been launched and we believe our activities do not yet expose us to any market, credit or liquidity risk. Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Revenue Recognition At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes which may be collected are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities. No such taxes have yet been charged or collected. We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components, therefore we have not adjusted consideration. Debt Issued with Common Stock/Warrants Debt issued with common stock/warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt With Conversion or Other Options. We record the relative fair value of common stock and warrants related to the issuance of debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the debt. Common Stock Issued for Services Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Equity Stock option grants are valued using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options. Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests. Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes Net Loss Per Share We compute net loss per share in accordance with ASC 260, Earnings per Share no New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
Software and Equipment, net
Software and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Software and Equipment, net | 3. Software and Equipment, net Software and equipment, net consists of the following at December 31: Schedule of software and equipment 2022 2021 Software for internal use $ 124,709 $ 44,000 Equipment 3,479 1,224 128,188 45,224 Less accumulated depreciation and amortization (1,328 ) (222 ) $ 126,860 $ 45,002 Beginning in the fourth quarter of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the years ended December 31, 2022 and 2021, we capitalized $ 126,709 Equipment consists of computers. Depreciation and amortization of software and equipment amounted to $ 1,106 222 |
Patents
Patents | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 4. Patents We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. The technologies involve anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. We currently own the following patents which have been issued and which are pending: · U.S. Patent 9,984,574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014; · Pending U.S. application, published as US 2018/0366004 A1, claims priority to provisional application filed on Jan. 21, 2014; and · Pending U.S. application, unpublished, claims priority to three provisional applications filed on Nov. 4, 2019. The software platform that underlies the patents have not created any revenue to date and there is no assurance that any revenue will be created from the patent technologies. As a result, we have recorded the patent asset at the cost of patent fees and other expenses incurred to produce and file the patents. During the years ended December 31, 2022 and 2021, we recorded patent amortization expense of $ 732 513 |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | 5. Related Parties Transactions Due to Related Parties Amounts owed to related parties as of December 31, 2022 and 2021 are as follows: Schedule of amounts owed to related parties December 31, 2022 December 31, 2021 Joe Grimes $ 103,154 $ 55,594 Sanjay Prasad 7,287 4,807 Don Smith 37,000 – KeptPrivate.com 16,000 – $ 163,441 $ 60,761 Mr. Grimes is our CEO and Director as well as our largest shareholder. Mr. Prasad, one of our Directors, has made various patent filings for our Company in recent years, which amounts have been recorded in Patents, net on the accompanying Balance Sheet. Amounts charged by Mr. Prasad for the years 2022 and 2021 totaled $ 2,480 2,070 Mr. Smith is our CFO and is a party to a November 17, 2021 employment agreement, as amended, with our Company under which Mr. Smith is to receive monthly cash payments of $3,500. The amounts charged by Mr. Smith for services for the years ended December 31, 2022 and 2021 totaled $ 42,000 0 KeptPrivate.com is owned by Mr. Steven Ritacco, a Director of our Company. His company performs services related to the development of our digital transportation enablement and enhancement platform, which amounts are included in Software and Equipment, net on the accompanying Balance Sheet. The amount charged by KeptPrivate.com for services for the years ended December 31, 2022 and 2021 totaled $ 24,000 20,000 8,000 16,000 Amount due to related parties bear no interest, are unsecured and are repayable on demand. Imputed interest on amounts owed is immaterial. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes payable consists of the following at December 31, 2022 and 2021: Schedule of notes payable December 31, 2022 December 31, Convertible promissory note $ 290,000 $ 290,000 Less debt discount on amounts borrowed – (208,287 ) Promissory notes 20,000 5,000 Subtotal 310,000 86,713 Less current portion (310,000 ) (86,713 ) Long-term portion $ – $ – Convertible Promissory Note On November 10, 2021 (the “Issue Date”), we entered into a Securities Purchase Agreement (the “SPA”) with a third party (the “Lender”), for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $ 290,000 29,000 16,550 244,500 May 10, 2022 10 In addition to the issuance of the Note, we were obligated to issue to the Lender, as a commitment fee, 1,320,000 750,000 On May 22, 2022, pursuant to our Company’s request, the Note was extended for six months until November 10, 2022. On November 22, we signed a Modification-Extension of Maturity Date letter from the note holder extending the maturity date of the Note to February 10, 2023 600,000 150,000 0.25 August 1, 2023 1,000,000 0.11 The Note is convertible only upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of the our common stock at a conversion price equal to the lesser of 90% multiplied by the lowest trading price (i) during the previous 20 trading day period ending on the Issue Date, or (ii) during the previous 20 trading day period ending on the date of conversion of the Note (the “Conversion Price”). The Conversion Price is subject to various adjustments, as specified in the Note. There has been no event of default to date. While the Note is issued and outstanding, our Company is required at all times to have authorized and reserved five times the number of shares that are actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). If, at any time we do not maintain or replenish the Reserved Amount within three business days of the request of the Lender, the principal amount of the Note will increase by $5,000 per occurrence. If we fail to maintain our status as “DTC Eligible” for any reason, or, if the Conversion Price is less than $0.01 at any time after the Issue Date, the principal amount of the Note will be increased by $5,000 and the Conversion Price will be redefined to mean 50% multiplied by the Market Price (as defined in the Note), subject to adjustments (which includes an adjustment for anti-dilutive issuances). The Note and the SPA also contain various restrictions and grant to the Lender various rights. Upon an Event of Default, the Note will become immediately due and payable, and our Company will pay to the Lender the Default Sum (as defined in the Note) or the Default Amount (as defined in the Note). We are amortized the debt discount over the initial six-month term of the Note resulting in amortization of $ 208,287 81,713 During the years ended December 31, 2022 and 2021, we recorded interest expense for this note of $ 33,092 4,028 Promissory Notes On June 10, 2021, we issued a promissory note to a non-related third party in the principal amount of $ 5,000 20 24,000 6,000 0.25 395 836 559 On August 1, 2022, we issued a promissory note to a non-related third party in the principal amount of $ 20,000 10 1,003 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | 7. Capital Stock Common Stock We are authorized to issue 50,000,000 0.00001 Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Common stock activity for the years ended December 31, 2022 and 2021 was as follows: 2022 1. In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 2. On April 21, 2022 a stockholder agreed to cancel 2,000,000 3. On November 11, 2022, we issued 500,000 4. In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional 500,000 5. On November 22, 2022, we became obligated to issue 600,000 6. In November 2022, we became obligated to issue 24,000 shares to a promissory note holder as explained in Note 6. The shares have not yet been issued but we are working with our transfer agent to have them issued. 2021 1. We issued 125,000 2. In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 2020 Stock Incentive Plan Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”) authorizing a total of 2,500,000 Stock Options On June 20, 2020, we granted options to purchase 100,000 The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model and resulted in a de minimis valuation. The assumptions used in determining the fair value of the stock options were as follows: Share-based compensation valuation table December 31, 2020 Expected term in years 5 Risk-free interest rate 0.33 Annual expected volatility 38.3 Dividend yield 0.00 Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to stock options for the years ended December 31, 2022 and 2021 is as follows: Schedule of option activity Shares Weighted Weighted Aggregate Outstanding, January 1, 2020 – – Granted during 2020 300,000 $ 0.01 Outstanding, December 31, 2020 300,000 $ 0.01 Outstanding, December 31, 2021 300,000 $ 0.01 Outstanding, December 31, 2022 300,000 $ 0.01 Exercisable, end of period 300,000 $ 0.01 2.5 $ 0 Warrants In connection with the transaction with the third-party lender discussed in Note 6, we issued the lender a three-year warrant to purchase 750,000 1.00 117,161 244,450 Share-based compensation valuation table December 31, 2022 Expected term in years 3 Risk-free interest rate 0.32 Annual expected volatility 1,222.7 Dividend yield 0.00 Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to the warrant for the year ended December 31, 2022 is as follows: Schedule of warrant activity Shares Weighted Weighted Aggregate Outstanding, January 1, 2021 – Granted during 2021 750,000 $ 1.00 Outstanding, December 31, 2021 750,000 $ 1.00 Outstanding, December 31, 2022 750,000 $ 1.00 Exercisable, end of period 750,000 $ 1.00 1.9 $ 0 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Our Company has not filed any federal income tax returns and we are currently not subject to state income tax filing requirements. As of December 31, 2022, we have net operating loss carryforwards, on a book basis, of $ 518,048 The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2022 and 2021: Provision for income taxes 2022 2021 Current tax provisions: Federal $ – $ – State – – Total provision for income taxes $ – $ – Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2022 and 2021: Reconciliation of income taxes 2022 2021 US federal statutory income tax rate 21.0 21.0 Stock issued for outside and employment services -13.2 -9.9 Gain (loss) on extinguishment of accounts payable -2.1 2.5 Debt discount amortization -2.9 -4.9 Other -0.0 -0.1 Increase in valuation reserve -2.8 -8.6 Total provision for income taxes 0.0 0.0 The components of our deferred tax assets as of December 31, 2022 and 2021 consisted of the following: Deferred taxes 2022 2021 Net operating loss carry forwards $ 108,790 $ 66,870 Less: valuation allowance (108,790 ) (66,870 ) Net deferred tax assets $ – $ – During the year ended December 31, 2022, the valuation reserve increased $ 41,920 30,293 As noted above, we have not filed any federal tax returns, but we plan on bringing our tax filings current as soon as is practical. |
Agreement
Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Agreement | |
Agreement | 9. Agreement Effective March 21, 2021, we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement is one year. Under the agreement, we agreed to compensate SRAX with 125,000 500,000 The parties agreed that SRAX would begin providing the services in October 2021, as this would give our Company time to finalize the filing of public financial information and give SRAX time to review such information in order to most effectively communicate our Company’s story to the investing public. For the years ended December 31, 2022 and 2021, the value of the services provided by SRAX were $ 334,000 166,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Convertible Promissory Note On January 31, 2023, we reached an agreement with the noteholder of the Convertible Promissory Note to further extend the maturity date of the Note to August 1, 2023. Under this further extension, we agreed among other things to issue the noteholder 1,000,000 shares of our common stock at a value of $0.11 per share which was the closing price of our stock on the date of the agreement. SRAX Agreement On February 10, 2023, we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement is one year. Under the agreement, we agreed to compensate SRAX in shares of our common stock valued at $265,000 on the date of the agreement. The market value of our stock on the agreement date was $0.1432 per share which resulted in our obligation to issue SRAX 1,850,559 of our common shares. Igala/Waterford Agreements On March 2, 2023, we entered into a consulting agreement with Igala Commonwealth Limited under which Igala agreed to provide web development and copywriting services for the purpose of marketing our Company’s products and services. The term of the agreement is for one month with an option to extend on the mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 shares of our common stock, the value of which is $72,000 based on the market value of our stock on the date of the agreement. Also on March 2, 2023, we entered into a services agreement with Alta Waterford LLC, the owner of Igala. Under the agreement, Alta Waterford will perform investor awareness services for the one month term of the agreement. The compensation for these services is $1,000. Private Placement Agreement On January 5, 2023, we entered into a Private Placement Subscription Agreement with a non-related third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share. The consideration received was $25,000. The warrants are exercisable immediately at $0.10 per share which was the fair market value of our common stock on the date of the agreement. Amendment to Articles of Incorporation On March 12, 2023, we amended our Articles of Incorporation to increase the total number of authorized common shares to five hundred million (500,000,000), $0.00001 par value. Cancellation of Shares In February 2023, four stockholders agreed to cancel a total of 2,145,000 shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our Company’s year-end is December 31. |
Going Concern Considerations | Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $ 2,020,406 The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. Our cash balance was $ 4,213 121,481 |
Internal Use Software Development | Internal Use Software Development We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over a period of five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. |
Intellectual Property | Intellectual Property We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately ten (10) years. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3 — Unobservable inputs which are supported by little or no market activity. For assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2022 and 2021 (level 3 inputs are not applicable): Schedule of fair value assets and liabilities Fair Value Measurement Using Level 1 Level 2 Year ended December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – Year ended December 31, 2021: Liabilities: Due to related parties – recognized at fair value (1) $ 60,761 $ – ____________ (1) The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. During the years ended December 31, 2022 and 2021 there were no transfers between Levels 1, 2 or 3. Financial risk factors As our software platform has not yet been launched and we believe our activities do not yet expose us to any market, credit or liquidity risk. |
Long-lived Assets | Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. |
Revenue Recognition | Revenue Recognition At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes which may be collected are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities. No such taxes have yet been charged or collected. We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components, therefore we have not adjusted consideration. |
Debt Issued with Common Stock/Warrants | Debt Issued with Common Stock/Warrants Debt issued with common stock/warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt With Conversion or Other Options. We record the relative fair value of common stock and warrants related to the issuance of debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the debt. |
Common Stock Issued for Services | Common Stock Issued for Services Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Equity Stock option grants are valued using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options. Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes |
Net Loss Per Share | Net Loss Per Share We compute net loss per share in accordance with ASC 260, Earnings per Share no |
New Accounting Pronouncements | New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of fair value assets and liabilities | Schedule of fair value assets and liabilities Fair Value Measurement Using Level 1 Level 2 Year ended December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – Year ended December 31, 2021: Liabilities: Due to related parties – recognized at fair value (1) $ 60,761 $ – |
Software and Equipment, net (Ta
Software and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of software and equipment | Schedule of software and equipment 2022 2021 Software for internal use $ 124,709 $ 44,000 Equipment 3,479 1,224 128,188 45,224 Less accumulated depreciation and amortization (1,328 ) (222 ) $ 126,860 $ 45,002 |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of amounts owed to related parties | Schedule of amounts owed to related parties December 31, 2022 December 31, 2021 Joe Grimes $ 103,154 $ 55,594 Sanjay Prasad 7,287 4,807 Don Smith 37,000 – KeptPrivate.com 16,000 – $ 163,441 $ 60,761 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable December 31, 2022 December 31, Convertible promissory note $ 290,000 $ 290,000 Less debt discount on amounts borrowed – (208,287 ) Promissory notes 20,000 5,000 Subtotal 310,000 86,713 Less current portion (310,000 ) (86,713 ) Long-term portion $ – $ – |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Share-based compensation valuation table | Share-based compensation valuation table December 31, 2020 Expected term in years 5 Risk-free interest rate 0.33 Annual expected volatility 38.3 Dividend yield 0.00 |
Schedule of option activity | Schedule of option activity Shares Weighted Weighted Aggregate Outstanding, January 1, 2020 – – Granted during 2020 300,000 $ 0.01 Outstanding, December 31, 2020 300,000 $ 0.01 Outstanding, December 31, 2021 300,000 $ 0.01 Outstanding, December 31, 2022 300,000 $ 0.01 Exercisable, end of period 300,000 $ 0.01 2.5 $ 0 |
Schedule of warrant activity | Schedule of warrant activity Shares Weighted Weighted Aggregate Outstanding, January 1, 2021 – Granted during 2021 750,000 $ 1.00 Outstanding, December 31, 2021 750,000 $ 1.00 Outstanding, December 31, 2022 750,000 $ 1.00 Exercisable, end of period 750,000 $ 1.00 1.9 $ 0 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Share-based compensation valuation table | Share-based compensation valuation table December 31, 2022 Expected term in years 3 Risk-free interest rate 0.32 Annual expected volatility 1,222.7 Dividend yield 0.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | Provision for income taxes 2022 2021 Current tax provisions: Federal $ – $ – State – – Total provision for income taxes $ – $ – |
Reconciliation of income taxes | Reconciliation of income taxes 2022 2021 US federal statutory income tax rate 21.0 21.0 Stock issued for outside and employment services -13.2 -9.9 Gain (loss) on extinguishment of accounts payable -2.1 2.5 Debt discount amortization -2.9 -4.9 Other -0.0 -0.1 Increase in valuation reserve -2.8 -8.6 Total provision for income taxes 0.0 0.0 |
Deferred taxes | Deferred taxes 2022 2021 Net operating loss carry forwards $ 108,790 $ 66,870 Less: valuation allowance (108,790 ) (66,870 ) Net deferred tax assets $ – $ – |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due to related parties | [1] | $ 163,441 | $ 60,761 |
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due to related parties | [1] | $ 0 | $ 0 |
[1]The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 2,020,406 | $ 528,893 |
Cash | $ 4,213 | $ 121,481 |
Antidilutive shares | 0 | 0 |
Software and equipment Net (Det
Software and equipment Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Software and Equipment, gross | $ 128,188 | $ 45,224 |
Less accumulated depreciation and amortization | (1,328) | (222) |
Software and Equipment, net | 126,860 | 45,002 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software and Equipment, gross | 124,709 | 44,000 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software and Equipment, gross | $ 3,479 | $ 1,224 |
Software and Equipment, net (De
Software and Equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Capitalized costs | $ 126,709 | |
Depreciation | $ 1,106 | $ 222 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 732 | $ 513 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 163,441 | $ 60,761 |
Joe Grimes [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 103,154 | 55,594 |
Sanjay Prasad [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 7,287 | 4,807 |
Don Smith [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 37,000 | 0 |
Kept Private Com [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 16,000 | $ 0 |
Related Parties Transactions (D
Related Parties Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sanjay Prasad [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and Contract Services Expense | $ 2,480 | $ 2,070 |
Mr Smith [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and Contract Services Expense | 42,000 | 0 |
Kept Private [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and Contract Services Expense | 24,000 | $ 20,000 |
Software for Internal Use | 8,000 | |
Professional fees expensed but unpaid | $ 16,000 |
Notes payable (Details)
Notes payable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Convertible promissory note | $ 290,000 | $ 290,000 |
Less debt discount on amounts borrowed | 0 | (208,287) |
Promissory notes | 20,000 | 5,000 |
Subtotal | 310,000 | 86,713 |
Less current portion | (310,000) | (86,713) |
Long-term portion | $ 0 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 01, 2022 | Aug. 02, 2022 | Nov. 10, 2021 | Jun. 10, 2021 | Nov. 22, 2022 | May 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Other expenses | $ 16,550 | |||||||
Interest rate | 10% | |||||||
Number of shares issued | 125,000 | |||||||
Amortization of debt discount | $ 208,287 | $ 81,713 | ||||||
Restricted Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares issued | 24,000 | |||||||
Convertible Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | 290,000 | |||||||
Original issue discount | 29,000 | |||||||
Proceeds from Issuance of Long-Term Debt | $ 244,500 | |||||||
Debt Instrument, Maturity Date | May 10, 2022 | Feb. 10, 2023 | Aug. 01, 2023 | |||||
Number of shares issued | 600,000 | 1,320,000 | 1,320,000 | |||||
Share value | $ 6,000 | |||||||
Share price | $ 0.25 | |||||||
Amortization of debt discount | $ 208,287 | $ 81,713 | ||||||
Extinguishment of debt | $ 395 | |||||||
Convertible Promissory Note [Member] | Commitment Shares [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares issued | 1,320,000 | 600,000 | 1,000,000 | |||||
Share value | $ 150,000 | |||||||
Share price | $ 0.25 | $ 0.11 | ||||||
Convertible Promissory Note [Member] | Warrants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued, shares | 750,000 | |||||||
Convertible Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expenses | $ 33,092 | 4,028 | ||||||
Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 20,000 | $ 5,000 | ||||||
Interest rate | 10% | 20% | ||||||
Interest expenses | 836 | $ 559 | ||||||
Promissory Note One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expenses | $ 1,003 |
Capital Stock (Details - Option
Capital Stock (Details - Options) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Expected term | 5 years |
Risk-free interest rate | 0.33% |
Annual expected volatility | 38.30% |
Dividend yield | 0% |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options, beginning balance | 300,000 | 0 |
Options beginning balance, weighted average exercise price | $ 0.01 | $ 0 |
Options granted | 300,000 | |
Weighted average exercise price options granted | $ 0.01 | |
Options, ending balance | 300,000 | 300,000 |
Options endinging balance, weighted average exercise price | $ 0.01 | $ 0.01 |
Options exercisable | 300,000 | |
Options exercisable, weighted average exercise price | $ 0.01 | |
Weighted average remaining contractual life, exercisable | 2 years 6 months | |
Aggregate intrinsic value | $ 0 |
Capital Stock (Details - Warran
Capital Stock (Details - Warrants) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected term | 5 years | |
Risk-free interest rate | 0.33% | |
Annual expected volatility | 38.30% | |
Dividend yield | 0% | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected term | 3 years | |
Risk-free interest rate | 0.32% | |
Annual expected volatility | 1,222.70% | |
Dividend yield | 0% |
Capital Stock (Details 2)
Capital Stock (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Warrant beginning balance | 750,000 | 0 |
Warrant granted | 750,000 | |
Weighted average exercise price warrant granted | $ 1 | |
Warrant beginning balance, weighted average exercise price | $ 1 | |
Warrant ending balance | 750,000 | 750,000 |
Warrant ending balance, weighted average exercise price | $ 1 | $ 1 |
Warrant exercisable | 750,000 | |
Warrant exercisable, weighted average exercise price | $ 1 | |
Weighted average remaining contractual life, exercisable | 1 year 10 months 24 days | |
Aggregate intrinsic value | $ 0 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 11, 2022 | Nov. 22, 2022 | Apr. 21, 2022 | Jun. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||
Number of shares issued | 125,000 | ||||||
Options granted | 300,000 | ||||||
[custom:WarrantPurchased] | 750,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||
Long-Term Debt, Gross | $ 244,450 | ||||||
Warrant [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Long-Term Debt, Gross | $ 117,161 | ||||||
2020 Stock Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares authorized under plan | 2,500,000 | ||||||
Officers And Directors [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options granted | 100,000 | ||||||
Convertible Promissory Note [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares issued | 600,000 | 1,320,000 | 1,320,000 | ||||
Cancel of shares | 2,000,000 | ||||||
Convertible Promissory Note [Member] | Don Smith [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares issued | 500,000 | ||||||
Convertible Promissory Note [Member] | Smith And Ritacco [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares issued | 500,000 |
Income Taxes (Details - provisi
Income Taxes (Details - provision) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax provisions: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details - Reconci
Income Taxes (Details - Reconciliation) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory income tax rate | 21% | 21% |
Stock issued for services | (13.20%) | (9.90%) |
Gain on extinguishment of accounts payable | (2.10%) | 2.50% |
Debt discount amortization | (2.90%) | (4.90%) |
Other | (0.00%) | (0.10%) |
Increase in valuation reserve | (2.80%) | (8.60%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 108,790 | $ 66,870 |
Less: valuation allowance | (108,790) | (66,870) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 518,048 | |
Deferred tax asset valuation reserve | $ 41,920 | $ 30,293 |
Agreement (Details Narrative)
Agreement (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2021 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
General and administrative expense | $ 334,000 | $ 166,000 | ||
S R A X Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued for services, shares | 125,000 | |||
Shares issued for services | $ 500,000 |