Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 39,935,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 37 | $ 4,213 |
Prepaid expenses | 107,100 | 0 |
Total current assets | 107,137 | 4,213 |
Software and equipment, net | 136,284 | 126,860 |
Patents, net | 6,173 | 6,579 |
Total noncurrent assets | 142,457 | 133,439 |
Total Assets | 249,594 | 137,652 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 225,383 | 92,573 |
Deferred revenue | 9 | 9 |
Notes payable, net of debt discount | 355,750 | 310,000 |
Derivative liability | 18,227 | 0 |
Due to related party | 189,218 | 163,441 |
Total current liabilities | 788,587 | 566,023 |
Total Liabilities | 788,587 | 566,023 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity (deficit): | ||
Common stock, $0.00001 par value, 500,000,000 shares authorized; 39,607,500 and 36,502,500 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 396 | 365 |
Common stock to be issued, 4,641,226 and 1,624,000 shares as of June 30, 2023 and December 31, 2022, respectively | 46 | 16 |
Additional paid-in capital | 2,126,643 | 1,591,654 |
Accumulated deficit | (2,666,078) | (2,020,406) |
Total Stockholders’ Deficit | (538,993) | (428,371) |
Total Liabilities and Stockholders’ Deficit | $ 249,594 | $ 137,652 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 39,607,500 | 36,502,500 |
Common stock, shares outstanding | 39,607,500 | 36,502,500 |
Common stock to be issued shares | 4,641,226 | 1,624,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Selling and marketing expense | $ 250 | $ 61 | $ 5,806 | $ 2,956 |
General and administrative expense | 356,036 | 74,263 | 689,329 | 425,877 |
Total operating expense | 356,286 | 74,324 | 695,135 | 428,833 |
Operating loss | (356,286) | (74,324) | (695,135) | (428,833) |
Other income (expense) | ||||
Interest expense | (9,867) | (7,580) | (19,060) | (15,077) |
Amortization of debt discount | (1,930) | (64,088) | (1,930) | (208,287) |
Derivative expense | (7,047) | 0 | (7,047) | 0 |
Gain on extinguishment of debt | 187,500 | 0 | 77,500 | 0 |
Total other income (expense) | 168,656 | (71,668) | 49,463 | (223,364) |
Loss before provision for income taxes | (187,630) | (145,992) | (645,672) | (652,197) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (187,630) | $ (145,992) | $ (645,672) | $ (652,197) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted average shares basic | 43,109,532 | 35,964,038 | 41,214,225 | 36,729,019 |
Weighted average shares diluted | 43,109,532 | 35,964,038 | 41,214,225 | 36,729,019 |
Weighted average basic and loss per common share | $ 0 | $ 0 | $ (0.02) | $ (0.02) |
Weighted average diluted and loss per common share | $ 0 | $ 0 | $ (0.02) | $ (0.02) |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED 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 – March 31, 2022 (Unaudited) at Dec. 31, 2021 | $ 3,619 | $ 132 | $ 832,284 | $ (528,893) | $ 307,142 |
Beginning balance, shares at Dec. 31, 2021 | 36,182,500 | 1,320,000 | |||
Shares issued with debt | $ 132 | $ (132) | 0 | 0 | 0 |
Shares issued with debt , shares | 1,320,000 | (1,320,000) | |||
Net loss | (506,205) | (506,205) | |||
Balance – June 30, 2022 (Unaudited) at Mar. 31, 2022 | $ 3,751 | 832,284 | (1,035,098) | (199,063) | |
Ending balance, shares at Mar. 31, 2022 | 37,502,500 | 0 | |||
Balance – March 31, 2022 (Unaudited) at Dec. 31, 2021 | $ 3,619 | $ 132 | 832,284 | (528,893) | 307,142 |
Beginning balance, shares at Dec. 31, 2021 | 36,182,500 | 1,320,000 | |||
Net loss | (652,197) | ||||
Balance – June 30, 2022 (Unaudited) at Jun. 30, 2022 | $ 3,551 | $ 0 | 832,484 | (1,181,090) | (345,055) |
Ending balance, shares at Jun. 30, 2022 | 35,502,500 | 0 | |||
Balance – March 31, 2022 (Unaudited) at Mar. 31, 2022 | $ 3,751 | 832,284 | (1,035,098) | (199,063) | |
Beginning balance, shares at Mar. 31, 2022 | 37,502,500 | 0 | |||
Cancelled shares | $ (200) | $ 0 | 200 | 0 | 0 |
Cancelled shares, shares | (2,000,000) | ||||
Net loss | (145,992) | (145,992) | |||
Balance – June 30, 2022 (Unaudited) at Jun. 30, 2022 | $ 3,551 | $ 0 | 832,484 | (1,181,090) | (345,055) |
Ending balance, shares at Jun. 30, 2022 | 35,502,500 | 0 | |||
Balance – March 31, 2022 (Unaudited) at Dec. 31, 2022 | $ 365 | $ 16 | 1,591,654 | (2,020,406) | (428,371) |
Beginning balance, shares at Dec. 31, 2022 | 36,502,500 | 1,624,000 | |||
Shares issuable with PPM | $ 2 | 12,498 | 12,500 | ||
Shares issuable with PPM , shares | 250,000 | ||||
Warrant issuable with PPM | 12,500 | 12,500 | |||
Shares issued or issuable for services | $ 8 | $ 19 | 121,973 | 122,000 | |
Shares issuable or issuable for services, shares | 800,000 | 1,850,559 | |||
Stock award shares | $ 10 | $ (5) | 149,995 | 150,000 | |
Stock award shares, shares | 1,000,000 | (500,000) | |||
Cancelled shares | $ (21) | $ 0 | 21 | 0 | 0 |
Cancelled shares, shares | (2,145,000) | ||||
Loss on extinguishment of debt | $ 10 | 109,990 | 110,000 | ||
Loss on extinguishment of debt, shares | 1,000,000 | ||||
Net loss | (458,042) | (458,042) | |||
Balance – June 30, 2022 (Unaudited) at Mar. 31, 2023 | $ 362 | $ 42 | 1,998,631 | (2,478,448) | (479,413) |
Ending balance, shares at Mar. 31, 2023 | 36,157,500 | 4,224,559 | |||
Balance – March 31, 2022 (Unaudited) at Dec. 31, 2022 | $ 365 | $ 16 | 1,591,654 | (2,020,406) | (428,371) |
Beginning balance, shares at Dec. 31, 2022 | 36,502,500 | 1,624,000 | |||
Net loss | (645,672) | ||||
Balance – June 30, 2022 (Unaudited) at Jun. 30, 2023 | $ 396 | $ 46 | 2,126,643 | (2,666,078) | (538,993) |
Ending balance, shares at Jun. 30, 2023 | 39,607,500 | 4,641,226 | |||
Balance – March 31, 2022 (Unaudited) at Mar. 31, 2023 | $ 362 | $ 42 | 1,998,631 | (2,478,448) | (479,413) |
Beginning balance, shares at Mar. 31, 2023 | 36,157,500 | 4,224,559 | |||
Shares issued or issuable with PPM | $ 2 | $ 8 | 24,990 | 25,000 | |
Shares issued or issuable with PPM, shares | 250,000 | 750,000 | |||
Shares issued or issuable for services | $ 22 | $ 2 | 165,526 | 165,550 | |
Shares issuable or issuable for services, shares | 2,200,000 | 250,000 | |||
Stock award shares | $ 4 | 124,996 | 125,000 | ||
Stock award shares, shares | 416,667 | ||||
(Gain) loss on extinguishment of debt | $ 10 | $ (10) | (187,500) | (187,500) | |
(Gain) loss on extinguishment of debt, shares | 1,000,000 | (1,000,000) | |||
Net loss | (187,630) | (187,630) | |||
Balance – June 30, 2022 (Unaudited) at Jun. 30, 2023 | $ 396 | $ 46 | $ 2,126,643 | $ (2,666,078) | $ (538,993) |
Ending balance, shares at Jun. 30, 2023 | 39,607,500 | 4,641,226 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (645,672) | $ (652,197) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 287,550 | 334,000 |
Shares issued and issuable pursuant to employment agreements | 275,000 | 0 |
Gain on extinguishment of debt | (77,500) | 0 |
Amortization of software and equipment | 981 | 840 |
Amortization of debt discount | 1,930 | 208,287 |
Derivative expense | 7,047 | 0 |
Changes in operating assets/liabilities: | ||
Prepaid expenses | (107,100) | 0 |
Accounts payable and accrued liabilities | 132,811 | 27,073 |
Deferred revenue | 0 | 9 |
Net cash used in operating activities | (124,953) | (81,988) |
Cash flows from investing activities: | ||
Capital expenditures | (10,000) | (88,735) |
Net cash used in investing activities | (10,000) | (88,735) |
Cash flows from financing activities: | ||
Proceeds from PPM sale of shares – non-related | 50,000 | 0 |
Borrowings from notes payable – non-related | 55,000 | 0 |
Borrowings from related parties | 25,777 | 49,680 |
Net cash from financing activities | 130,777 | 49,680 |
Net change in cash | (4,176) | (121,043) |
Cash, beginning of period | 4,213 | 121,481 |
Cash, end of period | 37 | 438 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Taxes | $ 0 | $ 0 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization and Business Our Company was 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 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. On March 13, 2023, we amended our Articles of Incorporation to increase the total number of authorized common shares to five hundred million ( 500,000,000 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 additional coding and beta testing while we await additional funding. We hope to launch the next phase of release in the 2024 calendar year. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying unaudited 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”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. 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 $ 2,666,078 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. 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 June 30, 2023 and December 31, 2022 (level 3 inputs are not applicable): Schedule of fair value hierarchy of assets and liabilities measured at fair value Fair Value Measurement Using Level 1 Level 2 As of June 30, 2023: Liabilities: Due to related parties – recognized at fair value (1) $ 189,218 $ – As of December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – ____________ (1) The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. During the six months and year ended June 30, 2023 and December 31, 2022, respectively, there were no transfers between Levels 1, 2 or 3. Financial risk factors As our software platform has not yet been launched, 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 and common stock issued with common stock/detachable 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 debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt 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 | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Software and Equipment, net | 3. Software and Equipment, net Software and equipment, net consists of the following: Schedule of software and equipment, net June 30, 2023 December 31, 2022 Software for internal use $ 134,709 $ 124,709 Equipment 3,479 3,479 138,188 128,188 Less accumulated depreciation and amortization (1,904 ) (1,328 ) $ 136,284 $ 126,860 Beginning in the fourth quarter of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. In April 2023, we entered into a Services Agreement with Trinesis Technologies Private Limited under which Trinesis agreed to further develop our platform so that it would become robust and scalable. See Note 7. During the six months ended June 30, 2023, we recorded $ 10,000 Equipment consists of computers. Depreciation and amortization of software and equipment amounted to $ 575 522 |
Patents
Patents | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 4. Patents 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 six months ended June 30, 2023 and 2022, patent amortization expense amounted to $ 406 318 |
Related Parties Transactions
Related Parties Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | 5. Related Parties Transactions Due to Related Parties Amounts owed to related parties are as follows: Schedule of amounts owed to related parties June 30, 2023 December 31, 2022 Joe Grimes $ 125,839 $ 103,154 Sanjay Prasad 7,879 7,287 Don Smith 39,500 37,000 KeptPrivate.com 16,000 16,000 $ 189,218 $ 163,441 Mr. Grimes is our CEO and Director as well as our largest shareholder. Certain amounts owed to Mr. Grimes are represented by notes payable with zero interest rates. Mr. Prasad, Director, 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 six-month periods ended June 30, 2023 and 2022, totaled $ 592 zero Mr. Smith was our Company’s CFO until his resignation effective May 31, 2023. Mr. Smith is a party to a November 17, 2021 employment agreement, as amended, under which our Company agreed to pay Mr. Smith monthly cash payments of $3,500. The amounts charged by Mr. Smith for services for the six months ended June 30, 2023 and 2022, totaled $ 17,500 21,000 KeptPrivate.com is owned by Mr. Steven Ritacco, a Director of our Company. Mr. Ritacco is a party to a November 17, 2021 employment agreement, as amended, under which Mr. Ritacco, through his company KeptPrivate.com, is to receive monthly cash payments of $8,000. His company performs services related to the development of our Company’s digital transportation enablement and enhancement platform, which amounts are included in Software and Equipment, net on the accompanying Balance Sheet. Beginning in April 2022, Mr. Ritacco informed our Company that he would forego any cash compensation until such time as our Company has a significant funding event. The amount charged by KeptPrivate.com for services for the years ended six months ended June 30, 2023 and 2022 totaled zero 24,000 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 | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes payable consists of the following: Schedule of notes payable June 30, 2023 December 31, 10% convertible promissory note $ 320,000 $ 290,000 6% convertible promissory note 25,000 – Less debt discount (9,250 ) – Promissory note 20,000 20,000 Subtotal 355,750 310,000 Less current portion (355,750 ) (310,000 ) Long-term portion $ – $ – 10% 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 45,550 244,500 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 We allocated the proceeds from the Note between the Note, the Commitment Shares and the Warrant and recorded a debt discount of $ 290,000 208,287 On May 22, 2022, pursuant to our Company’s request, the Note was extended for six months until November 10, 2022. Subsequent to this extension, the Lender further agreed to modify the terms of the Note as follows: · On November 22, the lender agreed to extend the maturity date of the Note to February 10, 2023 600,000 150,000 0.25 · On January 31, the lender agreed to an additional extension of the Note to August 31, 2023 1,000,000 110,000 0.11 · On May 23, 2023, the lender agreed to fund an additional $ 30,000 320,000 750,000 0.25 187,500 5 3.76 1,012.2 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 grants 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). During the six months ended June 30, 2023 and 2022, interest expense for this note amounted to $ 17,810 14,581 6% Convertible Promissory Note On April 28, 2023, we issued a convertible promissory note to a non-related third party in the principal amount of $ 25,000 6 6 The assumptions used in determining the value of the embedded derivative in this note during the three and six months ended June 30, 2023 were as follows: Schedule of assumptions used Expected term in years 1 year Risk-free interest rate 5.06% to 5.40% Annual expected volatility 332.8% to 341.5% Dividend yield 0.00% Risk-free interest rate: Volatility: Dividend yield: Remaining term: The following table represents derivative liability activity as it relates to this note for the six months ended June 30, 2023: Schedule of derivative liability activity At note issuance date $ 11,180 Derivative expense 7,047 Balance at June 30, 2023 $ 18,227 We are amortizing the debt discount on a straight-line basis over the term of the note. For the six months ended June 30, 2023, amortization of debt discount was $ 1,930 259 Promissory Note On August 1, 2022, we issued a promissory note to a non-related third party in the principal amount of $ 20,000 10 992 |
Agreements
Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Agreements | |
Agreements | 7. Agreements SRAX Agreement Effective 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 1,850,559 50,000 No On July 24, 2023, SRAX informed us that we owed them a total of 6,524,441 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 it on the mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 72,000 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 Independent Contractor Agreement On April 2, 2023, we entered into an Independent Contractor Agreement with a non-related individual under which the individual agreed to assist in the finalization of our business and marketing plans, create financial forecasts, assist with funding efforts and advise our Board of Directors with respect to various strategic matters. The term of the agreement is one year. As compensation under the agreement, we agreed to issue the individual 2,100,000 5,000 142,800 35,700 50,700 35,700 15,000 Trinesis Technologies Agreement On April 13, 2023, we entered into a Services Agreement with Trinesis Technologies Private Limited, a corporation located in India. Under the agreement, Trinesis agreed to rebuild our software platform so that it is robust and scalable which is expected to be completed later this calendar year. As compensation for the services, we agreed to pay Trinesis a total of $ 136,500 10,000 65,025 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Capital Stock | 8. Capital Stock Common Stock On March 13, 2023, we amended our Articles of Incorporation to increase the total number of authorized common shares from fifty million ( 50,000,000 500,000,000 0.00001 In 2022, we discovered an error whereby we previously reported our par value as $ 0.0001 Share Activity The following share activity took place during the six-month periods ended June 30, 2023: Schedule of share activity Shares Issued Shares to be Issued Amount Recorded during Six Months Ended June 30, 2023 Private Placement Memoranda: January 5, 2023, including warrant 250,000 – $ 25,000 April 13, 2023 – 1,000,000 25,000 Subtotal 250,000 1,000,000 $ 50,000 Shares for services: Bonus shares 100,000 250,000 $ 22,750 Stock awards 1,000,000 916,667 275,000 Independent Contractor Agreement 2,100,000 – 142,800 Igala/Waterford Agreements 800,000 – 72,000 SRAX Agreement – 1,850,559 50,000 Subtotal 4,000,000 3,017,226 $ 562,550 Debt Modification shares 1,000,000 $ 110,000 Share cancellations (2,145,000 ) Total 3,105,000 4,017,226 $ 722,550 In addition to the 4,017,226 Shares to be Issued shown above, there are the following shares still to be issued resulting from 2022 transactions: (a) 600,000 24,000 Private Placement Agreements On January 5, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 25,000 12,500 On April 13, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase 1,000,000 25,000 Shares for Services Bonus shares On April 21, 2023, our Board of Directors authorized bonuses totaling 350,000 250,000 100,000 Employment Agreement Shares During the six months ended June 30, 2023, we issued 500,000 1,000,000 916,667 500,000 416,667 275,000 0.30 Share Cancellations In February 2023, four stockholders agreed to cancel a total of 2,145,000 Prior Year Share Activity During the six months ended June 30, 2022 the following share activity took place (a) in connection with the issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 2,000,000 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: Schedule of stock options Year Ended 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 through June 30, 2023 is as follows: Schedule of stock 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 Outstanding, June 30, 2023 300,000 0.01 Exercisable, end of period 300,000 $ 0.01 2.0 $ 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 750,000 117,161 244,450 In connection with the PPM, we issued the Subscriber a three-year warrant to purchase 250,000 The assumptions used in determining the fair value of the PPM warrant were as follows: Schedule of warrants Expected term in years 3 Risk-free interest rate 4.18 Annual expected volatility 1,237.9 Dividend yield 0.00 Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to the warrants for the six months ended June 30, 2023 is as follows: Schedule of warrant activity Shares Weighted Weighted Aggregate Outstanding, December 31, 2022 750,000 $ 0.0500 Granted during six months ended June 30, 2023 250,000 0.1000 Outstanding, June 30, 2023 1,000,000 $ 0.0625 Exercisable, end of period 1,000,000 $ 0.0625 4.3 $ 0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events SRAX Agreement On July 24, 2023, SRAX informed us that we owed them a total of 6,524,441 shares of our common stock under share adjustment provisions in our agreements with them. We have disputed this claim and are attempting to obtain additional information from SRAX in order to assess its validity. On August 2, 2023, we issued SRAX 328,000 of our common shares to allow them to begin work in connection with the February 10, 2023 agreement referred to in Note 7. Debt Modification On August 7, 2023, the lender of our 10% convertible promissory note agreed to extend the maturity date of the note to November 11, 2023. As consideration for this modification, we agree to issue the lender a new warrant to purchase 2,000,000 shares of our common stock at an exercise price of $0.05 per share for a period of five years from the date of issuance. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited 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”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. 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 $ 2,666,078 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. |
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 June 30, 2023 and December 31, 2022 (level 3 inputs are not applicable): Schedule of fair value hierarchy of assets and liabilities measured at fair value Fair Value Measurement Using Level 1 Level 2 As of June 30, 2023: Liabilities: Due to related parties – recognized at fair value (1) $ 189,218 $ – As of December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – ____________ (1) The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. During the six months and year ended June 30, 2023 and December 31, 2022, respectively, there were no transfers between Levels 1, 2 or 3. Financial risk factors As our software platform has not yet been launched, 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 and common stock issued with common stock/detachable 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 debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt 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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of fair value hierarchy of assets and liabilities measured at fair value | Schedule of fair value hierarchy of assets and liabilities measured at fair value Fair Value Measurement Using Level 1 Level 2 As of June 30, 2023: Liabilities: Due to related parties – recognized at fair value (1) $ 189,218 $ – As of December 31, 2022: Liabilities: Due to related parties – recognized at fair value (1) $ 163,441 $ – ____________ (1) The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. |
Software and Equipment, net (Ta
Software and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of software and equipment, net | Schedule of software and equipment, net June 30, 2023 December 31, 2022 Software for internal use $ 134,709 $ 124,709 Equipment 3,479 3,479 138,188 128,188 Less accumulated depreciation and amortization (1,904 ) (1,328 ) $ 136,284 $ 126,860 |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of amounts owed to related parties | Schedule of amounts owed to related parties June 30, 2023 December 31, 2022 Joe Grimes $ 125,839 $ 103,154 Sanjay Prasad 7,879 7,287 Don Smith 39,500 37,000 KeptPrivate.com 16,000 16,000 $ 189,218 $ 163,441 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable June 30, 2023 December 31, 10% convertible promissory note $ 320,000 $ 290,000 6% convertible promissory note 25,000 – Less debt discount (9,250 ) – Promissory note 20,000 20,000 Subtotal 355,750 310,000 Less current portion (355,750 ) (310,000 ) Long-term portion $ – $ – |
Schedule of assumptions used | Schedule of assumptions used Expected term in years 1 year Risk-free interest rate 5.06% to 5.40% Annual expected volatility 332.8% to 341.5% Dividend yield 0.00% |
Schedule of derivative liability activity | Schedule of derivative liability activity At note issuance date $ 11,180 Derivative expense 7,047 Balance at June 30, 2023 $ 18,227 |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of share activity | Schedule of share activity Shares Issued Shares to be Issued Amount Recorded during Six Months Ended June 30, 2023 Private Placement Memoranda: January 5, 2023, including warrant 250,000 – $ 25,000 April 13, 2023 – 1,000,000 25,000 Subtotal 250,000 1,000,000 $ 50,000 Shares for services: Bonus shares 100,000 250,000 $ 22,750 Stock awards 1,000,000 916,667 275,000 Independent Contractor Agreement 2,100,000 – 142,800 Igala/Waterford Agreements 800,000 – 72,000 SRAX Agreement – 1,850,559 50,000 Subtotal 4,000,000 3,017,226 $ 562,550 Debt Modification shares 1,000,000 $ 110,000 Share cancellations (2,145,000 ) Total 3,105,000 4,017,226 $ 722,550 |
Schedule of stock options | Schedule of stock options Year Ended 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 stock option activity | Schedule of stock 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 Outstanding, June 30, 2023 300,000 0.01 Exercisable, end of period 300,000 $ 0.01 2.0 $ 0 |
Schedule of warrants | Schedule of warrants Expected term in years 3 Risk-free interest rate 4.18 Annual expected volatility 1,237.9 Dividend yield 0.00 |
Schedule of warrant activity | Schedule of warrant activity Shares Weighted Weighted Aggregate Outstanding, December 31, 2022 750,000 $ 0.0500 Granted during six months ended June 30, 2023 250,000 0.1000 Outstanding, June 30, 2023 1,000,000 $ 0.0625 Exercisable, end of period 1,000,000 $ 0.0625 4.3 $ 0 |
Organization and Business (Deta
Organization and Business (Details Narrative) - shares | Jun. 30, 2023 | Mar. 13, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Due to related parties, recognized at fair value | [1] | $ 189,218 | $ 163,441 |
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Due to related parties, recognized at fair value | [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 ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 2,666,078 | $ 2,020,406 | |
Antidilutive shares | 0 | 0 |
Software and Equipment, net (De
Software and Equipment, net (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Software and equipment, gross | $ 138,188 | $ 128,188 |
Less accumulated depreciation and amortization | (1,904) | (1,328) |
Software and equipment, net | 136,284 | 126,860 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software and equipment, gross | 134,709 | 124,709 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software and equipment, gross | $ 3,479 | $ 3,479 |
Software and Equipment, net (_2
Software and Equipment, net (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Depreciation | $ 575 | $ 522 |
Trinesis Technologies Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Additional software for internal use | $ 10,000 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patent amortization expense | $ 406 | $ 318 |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 189,218 | $ 163,441 |
Joe Grimes [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 125,839 | 103,154 |
Sanjay Prasad [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 7,879 | 7,287 |
Don Smith [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 39,500 | 37,000 |
KeptPrivate.com [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 16,000 | $ 16,000 |
Related Parties Transactions _2
Related Parties Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Sanjay Prasad [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and contract services expense | $ 592 | $ 0 |
Mr Smith [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and contract services expense | 17,500 | 21,000 |
KeptPrivate.com [Member] | ||
Related Party Transaction [Line Items] | ||
Professional and contract services expense | $ 0 | $ 24,000 |
Notes payable (Details - Notes
Notes payable (Details - Notes payable) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 10, 2021 |
Debt Instrument [Line Items] | |||
Subtotal | $ 355,750 | $ 310,000 | |
Debt Instrument, Unamortized Discount | (9,250) | ||
Debt Instrument, Unamortized Discount | 9,250 | ||
Less current portion | (355,750) | ||
Less current portion | (355,750) | (310,000) | |
Long-term portion | 0 | 0 | |
10% convertible promissory note [Member] | |||
Debt Instrument [Line Items] | |||
Subtotal | 320,000 | 290,000 | |
Debt Instrument, Unamortized Discount | (290,000) | $ (45,550) | |
Debt Instrument, Unamortized Discount | 290,000 | $ 45,550 | |
6% convertible promissory note [Member] | |||
Debt Instrument [Line Items] | |||
Subtotal | 25,000 | 0 | |
Promissory note [Member] | |||
Debt Instrument [Line Items] | |||
Subtotal | $ 20,000 | $ 20,000 |
Notes payable (Details - Assump
Notes payable (Details - Assumptions) | 6 Months Ended |
Jun. 30, 2023 | |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 1 year |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 5.06% to 5.40% |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 332.8% to 341.5% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.00% |
Notes payable (Details - Deriva
Notes payable (Details - Derivative liability) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
At note issuance date | $ 11,180 | |
Derivative expense | 7,047 | |
Balance at June 30, 2023 | $ 18,227 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
May 23, 2023 | Apr. 28, 2023 | Jan. 31, 2023 | Nov. 22, 2022 | Aug. 01, 2022 | Nov. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||
Unamortized discount | $ 9,250 | $ 9,250 | |||||||||
Amortization of debt discount | $ 1,930 | $ 64,088 | $ 1,930 | $ 208,287 | |||||||
Warrants exercise price | $ 0.0625 | $ 0.0625 | $ 0.0500 | ||||||||
Gain on extinguishment of debt | $ 187,500 | $ 0 | $ 77,500 | 0 | |||||||
Interest expense | 259 | ||||||||||
10% convertible promissory note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 320,000 | $ 290,000 | |||||||||
Original issue discount | 29,000 | ||||||||||
Other expenses | 16,550 | ||||||||||
Unamortized discount | 45,550 | $ 290,000 | 290,000 | ||||||||
Proceeds from issuance of long term debt | $ 244,500 | ||||||||||
Maturity date | Aug. 31, 2023 | Feb. 10, 2023 | May 10, 2022 | ||||||||
Interest rate | 10% | ||||||||||
Number of shares issued, shares | 1,000,000 | 600,000 | |||||||||
Amortization of debt discount | 208,287 | ||||||||||
Number of shares issued, value | $ 110,000 | $ 150,000 | |||||||||
Share price | $ 0.11 | $ 0.25 | |||||||||
Debt increase | 30,000 | ||||||||||
Gain on extinguishment of debt | $ 187,500 | ||||||||||
Interest expenses | 17,810 | $ 14,581 | |||||||||
10% convertible promissory note [Member] | Lender Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued. shares | 750,000 | ||||||||||
Warrants exercise price | $ 0.25 | ||||||||||
Warrants expected term | 5 years | ||||||||||
Warrants risk free interest rate | 3.76% | ||||||||||
Warrants volatility | 1,012.20% | ||||||||||
10% convertible promissory note [Member] | Commitment Shares [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of shares issued, shares | 1,320,000 | ||||||||||
10% convertible promissory note [Member] | Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued, shares | 750,000 | ||||||||||
6% convertible promissory note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 25,000 | ||||||||||
Interest rate | 6% | ||||||||||
Conversion interest rate | 6% | ||||||||||
Promissory note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 20,000 | ||||||||||
Interest rate | 10% | ||||||||||
Promissory Note One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expenses | $ 992 |
Agreements (Details Narrative)
Agreements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 02, 2023 | Mar. 02, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 24, 2023 | Apr. 13, 2023 | Feb. 10, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
General and administrative expense | $ 356,036 | $ 74,263 | $ 689,329 | $ 425,877 | ||||||
SRAX Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued, value | $ 265,000 | |||||||||
Number of shares issued, shares | 1,850,559 | |||||||||
General and administrative expense | 0 | $ 50,000 | ||||||||
Shares under litigation | 6,524,441 | |||||||||
Igala Waterford Agreements [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued, value | $ 72,000 | |||||||||
Number of shares issued, shares | 800,000 | |||||||||
Professional and contract services | $ 1,000 | |||||||||
Independent Contractor Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued, value | $ 142,800 | |||||||||
Number of shares issued, shares | 2,100,000 | |||||||||
General and administrative expense | 35,700 | |||||||||
Professional and contract services | 50,700 | |||||||||
Monthly cash payments | $ 5,000 | |||||||||
Independent Contractor Agreement [Member] | Common Stock Value [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Professional and contract services | 35,700 | |||||||||
Independent Contractor Agreement [Member] | Cash Value [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Professional and contract services | 15,000 | |||||||||
Trinesis Technologies Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued, value | $ 136,500 | |||||||||
Payments for software development | 10,000 | |||||||||
Accrued professional fees | $ 65,025 | $ 65,025 |
Capital Stock (Details - Share
Capital Stock (Details - Share activity) - USD ($) | 6 Months Ended | ||
Apr. 13, 2023 | Jan. 05, 2023 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Amount Recorded during, Debt Modification shares | $ 110,000 | ||
Shares Issued, Total | 3,105,000 | ||
Shares to be Issued, Total | 4,017,226 | ||
Amount Recorded, Total | 722,550 | ||
Shares Issued For Services [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 4,000,000 | ||
Stock expense | $ 562,550 | ||
Shares Issued For Services [Member] | Bonus Shares [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 100,000 | ||
Stock expense | $ 22,750 | ||
Shares Issued For Services [Member] | Stock Awards [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 1,000,000 | ||
Stock expense | $ 275,000 | ||
Shares Issued For Services [Member] | Independent Contractor Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 2,100,000 | ||
Stock expense | $ 142,800 | ||
Shares Issued For Services [Member] | Igala Waterford Agreements [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 800,000 | ||
Shares Issued For Services [Member] | Igala Waterford Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock expense | $ 72,000 | ||
Shares Issued For Services [Member] | SRAX Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for services, shares | 0 | ||
Stock expense | $ 50,000 | ||
Shares To Be Issued For Services [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock to be issued for services, shares | 3,017,226 | ||
Shares To Be Issued For Services [Member] | Bonus Shares [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock to be issued for services, shares | 250,000 | ||
Shares To Be Issued For Services [Member] | Stock Awards [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock to be issued for services, shares | 916,667 | ||
Shares To Be Issued For Services [Member] | SRAX Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock to be issued for services, shares | 1,850,559 | ||
Debt Modification Shares [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Debt converted, shares issued | 1,000,000 | ||
Share Cancellations [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Repurchased and Retired During Period, Shares | (2,145,000) | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares Issued, Private Placement Memoranda | 250,000 | ||
Amount Recorded, Private Placement Memoranda | $ 50,000 | ||
Shares to be Issued, Private Placement Memoranda | 1,000,000 | ||
Private Placement [Member] | January 5, 2023 [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares Issued, Private Placement Memoranda | 250,000 | ||
Amount Recorded, Private Placement Memoranda | $ 25,000 | ||
Private Placement [Member] | April 13, 2023 [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Amount Recorded, Private Placement Memoranda | $ 25,000 | ||
Shares to be Issued, Private Placement Memoranda | 1,000,000 |
Capital Stock (Details - Stock
Capital Stock (Details - Stock options) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term in years | 5 years |
Risk-free interest rate | 0.33% |
Annual expected volatility | 38.30% |
Dividend yield | 0% |
Capital Stock (Details - Stoc_2
Capital Stock (Details - Stock option activity) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Equity [Abstract] | |||||
Stock options, Outstanding | 300,000 | 300,000 | 300,000 | 300,000 | 0 |
Stock options, Weighted average exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Stock options, Granted | 300,000 | ||||
Weighted average exercise price options, Granted | $ 0.01 | ||||
Stock options, Exercisable | 300,000 | ||||
Stock options exercisable, Weighted average exercise price | $ 0.01 | ||||
Weighted average remaining contractual life in years, Exercisable | 2 years | ||||
Aggregate intrinsic value, Exercisable | $ 0 |
Capital Stock (Details - Warran
Capital Stock (Details - Warrants) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term in years | 3 years |
Risk-free interest rate | 4.18% |
Annual expected volatility | 1,237.90% |
Dividend yield | 0% |
Capital Stock (Details - Warr_2
Capital Stock (Details - Warrant activity) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Shares outstanding, Beginning balance | shares | 750,000 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.0500 |
Shares, Granted | shares | 250,000 |
Weighted average exercise price, Granted | $ / shares | $ 0.1000 |
Shares outstanding, Ending balance | shares | 1,000,000 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.0625 |
Shares, Exercisable | shares | 1,000,000 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.0625 |
Weighted average remaining contractual life in years, Exercisable | 4 years 3 months 18 days |
Aggregate intrinsic value, Exercisable | $ | $ 0 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 21, 2023 | Apr. 13, 2023 | Mar. 13, 2023 | Jan. 05, 2023 | Apr. 21, 2022 | Feb. 28, 2022 | Feb. 28, 2023 | Jun. 20, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock par value | $ 0.00001 | $ 0.00001 | ||||||||||
Proceeds from sale of common stock | $ 50,000 | $ 0 | ||||||||||
Number of shares issued for each employee | 1,000,000 | |||||||||||
Number of shares vested | 916,667 | |||||||||||
Cancellation of shares | 2,000,000 | 2,145,000 | ||||||||||
Options granted | 300,000 | |||||||||||
Warrant purchased | 750,000 | |||||||||||
Debt discount | $ 244,450 | |||||||||||
Stock Incentive Plan 2020 [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares authorized under plan | 2,500,000 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued | 1,320,000 | |||||||||||
Employment Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares vested value | $ 275,000 | |||||||||||
Share price | $ 0.30 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued for each employee | 500,000 | |||||||||||
Number of shares vested | 416,667 | |||||||||||
CIO [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued for each employee | 500,000 | |||||||||||
Number of shares vested | 500,000 | |||||||||||
Officers and Directors [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Options granted | 100,000 | |||||||||||
Private Placement Subscription Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Units subscribed but unissued | 250,000 | |||||||||||
Proceeds from sale of common stock | $ 25,000 | |||||||||||
Increase in additional paid-in capital | $ 12,500 | |||||||||||
Warrant issued | 250,000 | |||||||||||
Private Placement Subscription Agreement [Member] | Subscriber 2 [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Units subscribed but unissued | 1,000,000 | |||||||||||
Proceeds from sale of common stock | $ 25,000 | |||||||||||
November Debt Modification [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
[custom:StockToBeIssuedShares-0] | 600,000 | |||||||||||
Settlement Of Note Payable [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
[custom:StockToBeIssuedShares-0] | 24,000 | |||||||||||
Bonus [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock to be issued for compensation, shares | 350,000 | |||||||||||
Bonus [Member] | Former C F O [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock to be issued for compensation, shares | 250,000 | |||||||||||
Bonus [Member] | Vendor [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock to be issued for compensation, shares | 100,000 | |||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock par value | $ 0.0001 | |||||||||||
Common Stocks [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares authorized | 50,000,000 | |||||||||||
Shares authorized under plan | 500,000,000 | |||||||||||
Common stock par value | $ 0.00001 | |||||||||||
Warrant [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Debt discount | $ 117,161 |