Webstar Technology (WBSR) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Current Fiscal Year End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56268
Entity Registrant Name	Webstar Technology Group, Inc.
Entity Central Index Key	0001645155
Entity Tax Identification Number	37-1780261
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	284 Paseo Reyes
Entity Address, City or Town	St. Augustine
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32095
City Area Code	(904)
Local Phone Number	312-9681
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
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		158,271,000

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 170	$ 178
Prepaid expenses	5,745	498
Total current assets	5,915	676
Noncurrent assets
Right-of-use assets		2,347
Intangible asset - net of accumulated amortization of $16,400 and $15,200 at September 30, 2023 and December 31, 2022, respectively	400	1,600
Total assets	6,315	4,623
Current liabilities
Accounts payable	26,390	44,343
Accrued salaries and related expenses	2,890,868	2,349,874
Due to stockholder	225,173	96,753
Lease liability		1,660
Total current liabilities	3,166,421	2,543,186
Noncurrent liabilities
Lease liability - net of current portion		729
Total liabilities	4,166,421	3,644,915
Commitments and contingencies (Note 6)
Stockholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of September 30, 2023 and December 31, 2022
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 158,271,000 and 139,900,000 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	15,827	13,990
Additional paid-in-capital	38,750,207	38,568,334
Accumulated deficit	(42,926,140)	(42,222,616)
Total stockholders’ deficit	(4,160,106)	(3,640,292)
Total liabilities and stockholders’ deficit	6,315	4,623
Related Party [Member]
Current liabilities
Accrued interest - related party	23,990	50,556
Noncurrent liabilities
Convertible note payable – related party	$ 1,000,000	$ 1,101,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Intangible assets, accumulated amortization	$ 16,400	$ 15,200
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock,shares issued	158,271,000	139,900,000
Common stock, shares outstanding	158,271,000	139,900,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, issued	1,000	1,000
Preferred stock, outstanding	1,000	1,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Revenue
Cost of sales
Gross profit
Operating expenses
Salaries and related expense	183,537	183,538	571,394	16,801,986
General and administrative	15,864	15,894	75,985	71,506
Total operating expenses	199,401	199,432	647,379	16,873,492
Operating loss	(199,401)	(199,432)	(647,379)	(16,873,492)
Other expense
Total other expense	(20,000)	(22,020)	(56,145)	(13,924,869)
Net loss before taxes	(219,401)	(221,452)	(703,524)	(30,798,361)
Income tax expense
Net loss	$ (219,401)	$ (221,452)	$ (703,524)	$ (30,798,361)
Net loss per share-basic	$ 0	$ 0	$ 0	$ 0
Net loss per share-diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding-basic and diluted	158,271,000	139,900,000	149,388,319	139,900,000
Related Party [Member]
Other expense
Loss on extinguishment of debt with a related party				$ (13,896,333)
Interest expense – related party	$ (20,000)	$ (22,020)	$ (56,145)	$ (28,536)

Statements of Stockholders' Def

Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 13,990	$ 8,070,633	$ (11,202,076)	$ (3,117,453)
Balance, shares at Dec. 31, 2021	1,000	139,900,000
Net loss				(329,864)	(329,864)
Balance at Mar. 31, 2022		$ 13,990	8,070,633	(11,531,940)	(3,447,317)
Balance, shares at Mar. 31, 2022	1,000	139,900,000
Balance at Dec. 31, 2021		$ 13,990	8,070,633	(11,202,076)	(3,117,453)
Balance, shares at Dec. 31, 2021	1,000	139,900,000
Net loss					(30,798,361)
Balance at Sep. 30, 2022		$ 13,990	38,568,333	(42,000,437)	(3,418,114)
Balance, shares at Sep. 30, 2022	1,000	139,900,000
Balance at Dec. 31, 2021		$ 13,990	8,070,633	(11,202,076)	(3,117,453)
Balance, shares at Dec. 31, 2021	1,000	139,900,000
Balance at Dec. 31, 2022		$ 13,990	38,568,334	(42,222,616)	(3,640,292)
Balance, shares at Dec. 31, 2022	1,000	139,900,000
Balance at Mar. 31, 2022		$ 13,990	8,070,633	(11,531,940)	(3,447,317)
Balance, shares at Mar. 31, 2022	1,000	139,900,000
Net loss				(30,247,045)	(30,247,045)
Loss on extinguishment of liabilities and stock based compensation with related party			30,497,700		30,497,700
Balance at Jun. 30, 2022		$ 13,990	38,568,333	(41,778,985)	(3,196,662)
Balance, shares at Jun. 30, 2022	1,000	139,900,000
Net loss				(221,452)	(221,452)
Balance at Sep. 30, 2022		$ 13,990	38,568,333	(42,000,437)	(3,418,114)
Balance, shares at Sep. 30, 2022	1,000	139,900,000
Balance at Dec. 31, 2022		$ 13,990	38,568,334	(42,222,616)	(3,640,292)
Balance, shares at Dec. 31, 2022	1,000	139,900,000
Net loss				(252,308)	(252,308)
Balance at Mar. 31, 2023		$ 13,990	38,568,334	(42,474,924)	(3,892,600)
Balance, shares at Mar. 31, 2023	1,000	139,900,000
Balance at Dec. 31, 2022		$ 13,990	38,568,334	(42,222,616)	(3,640,292)
Balance, shares at Dec. 31, 2022	1,000	139,900,000
Net loss					(703,524)
Loss on extinguishment of liabilities and stock based compensation with related party					30,497,700
Balance at Sep. 30, 2023		$ 15,827	38,750,207	(42,926,140)	(4,160,106)
Balance, shares at Sep. 30, 2023	1,000	158,271,000
Balance at Mar. 31, 2023		$ 13,990	38,568,334	(42,474,924)	(3,892,600)
Balance, shares at Mar. 31, 2023	1,000	139,900,000
Net loss				(231,815)	(231,815)
Partial conversion of convertible note payable to related party		$ 1,837	181,873		183,710
Partial conversion of convertible note payable to related party, shares		18,371,000
Balance at Jun. 30, 2023		$ 15,827	38,750,207	(42,706,739)	(3,940,705)
Balance, shares at Jun. 30, 2023	1,000	158,271,000
Net loss				(219,401)	(219,401)
Balance at Sep. 30, 2023		$ 15,827	$ 38,750,207	$ (42,926,140)	$ (4,160,106)
Balance, shares at Sep. 30, 2023	1,000	158,271,000

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (703,524)	$ (30,798,361)
Adjustments to reconcile net loss to cash used in operating activities
Stock based compensation and loss on extinguishment of debt		29,967,417
Amortization expense	1,200	1,200
Change in assets and liabilities
Prepaid expenses	(5,247)	(2,679)
Accounts payable	(17,953)	(8,140)
Accrued salaries and related expenses	540,994	662,502
Lease liabilities	(42)	(22)
Net cash used in operating activities	(128,428)	(149,547)
Cash flows from financing activities
Advances from stockholder	128,420	149,440
Net cash provided by financing activities	128,420	149,440
Net decrease in cash	(8)	(107)
Cash at beginning of the period	178	439
Cash at end of the period	170	332
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income taxes
Schedule of non-Cash investing and financing activities
Conversion of notes payable into common stock	183,710
Reclassifications of accrued salary and related expenses and advances due to related party to additional paid-in-capital upon settlement		530,283
Issuance of convertible note payable for accrued salary and advances due to related party		1,101,000
Related Party [Member]
Change in assets and liabilities
Accrued interest – related party	$ 56,144	$ 28,536

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 - DESCRIPTION OF BUSINESS Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming March 10, 2015

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited financial statements are adequate to make the information presented not misleading. The unaudited financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2022 which was filed with the SEC on April 14, 2023. Liquidity, Going Concern and Uncertainties These unaudited financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of September 30, 2023, the Company had an accumulated deficit of $ 42,926,140 703,524 128,428 3,160,506 The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. The Company has relied upon advances from its Chairman, majority stockholder to fund operations since inception. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company. The unaudited financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Generally, the Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of its marketing efforts to attract users for its software solutions and rapidly changing technology, the successful launch and the acceptance of its software solutions in the marketplace, competition of its software solutions, attraction of talented and skilled employees to support the business and the ability to raise capital to support its operations. Use of Estimates The preparation of the unaudited financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets and a convertible note payable with a related party. Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, accrued expenses, and due to stockholder approximate their fair market value based on the short-term maturity of these instruments. The carrying amount reported in the balance sheet for the convertible note payable-related party approximates its fair value based on the valuation on the issue date as discussed in Note 3 below. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022. Cash The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. There are no Accounts Receivable Accounts receivable are recorded as revenue is earned and billed during the period the on-line classes are conducted. The billings are due within 30 days of the billing date. If accounts receivable are not paid within 90 days of billing, an allowance for doubtful accounts will be established. Accounts receivable were $ 0 No As of September 30, 2023 and 2022, and for the three and nine months then ended, the Company had no customers or revenue. Leases The Company accounts for leases under ASU 2016-02. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the balance sheets. The Company leases office equipment used to conduct our business. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited statements of operations. The Company transferred its leased copy machine to a related party on April 1, 2023. As of September 30, 2023, the Company has no leased assets. There was no gain or loss to the Company related to the transfer of the lease. Intangible Assets Intangible assets are initially capitalized at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognized as an expense when incurred. Computer software is subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over their estimated useful lives of five years 400 1,200 Revenue Recognition The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company anticipates receiving revenue from licensing its software to customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognized no Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment Income Taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of September 30, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited financial statements. Net Loss per Common Share The Company reports net loss per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. As of September 30, 2023 and December 31, 2022, the Company had a convertible note outstanding with a related party. For the three and nine month periods ended September 30, 2023, the note was convertible into 100,000,000 110,100,000 Recently Issued Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Due to Stockholder and Convertible Note Payable Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the nine months ended September 30, 2023, Mr. Owens loaned the Company $ 132,420 225,173 96,753 On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $ 1,101,000 756,450 845,833 29,000 1 8 0.01 On May 15, 2023, the Frank Perone Trust partially converted $ 101,000 82,710 18,371,000 0.01 As of September 30, 2023, $ 1,000,000 1,101,000 23,990 50,556 20,000 56,145 22,020 28,536 The Company believes the convertible note’s standalone value to be minimal given the current financial position of the Company. Therefore, the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be converted into on the date the note was issued. Per ASC 470-20-30-25 .287 31,598,700 With the valuation of the convertible note determined, the convertible note fair value was allocated pro-rata between the two instruments being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $ 0 0 16,071,084 0 0 13,896,333 The Company notes that if a convertible debt instrument is issued at a substantial premium compared to the principal (or par) amount to be settled at maturity, ASC 470-20-25-13 indicates that there is a presumption that the premium should be recognized in equity as paid-in capital, if substantial. Such is the case here. The convertible note was recorded at $ 1,101,000 30,497,700 530,284 1,101,000 Employment Agreements On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts as its President and Chief Executive Officer, Harold E. Hutchins as its Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $ 350,000 12,000 1 2,363,000 1,866,000 67,800 52,200 150,624 122,230 309,444 The salaries and related expenses related to these agreements for the three and nine months ended September 30, 2023 were $ 183,537 571,394 183,538 16,801,986 3,500 28,000 300 2,400 21,000 63,000 1,800 5,400 The employment agreements contain a termination provision that states if employment is terminated by the Company, without cause, the employee is entitled to severance pay equal to one year of the employee’s annual salary. If the termination is due to a change of control, the employee is entitled to severance pay equal to two years of the employee’s salary. See Note 6. The CEO, CFO and Board of Directors do not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore, have not accrued any provision for the termination of the employment agreements. License Agreement On April 21, 2020, the Company entered into a license agreement with Soft Tech Development Corporation (“Soft Tech”) to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of the license agreement, we agreed to pay a contingent licensing fee of $ 650,000 1,300,000 20 20 7 five years

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases
LEASES	NOTE 4 – LEASES As of September 30, 2023, the Company has no leases. The Company transferred its copy machine and related lease to the Frank Perone Trust, a related party. There was no gain or loss associated with the transfer of the lease. As of December 31, 2022, the Company had one lease for a copier that meets the provisions of ASU 2016-02 which requires the recognition of a right-of-use asset representing the rights to use the underlying leased asset for the lease terms with an offsetting lease liability. Operating lease expense is recognized on a straight-line basis over the lease term. During the three and nine months ended September 30, 2023, the Company recorded $ 0 438 438 1,314 0 2,347 0 2,389

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 5 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 1,000 Common Stock As of September 30, 2023 and December 31, 2022, the Company had 158,271,000 139,900,000 18,371,000 Settlement Agreement On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $ 1,101,000 756,450 845,833 29,000 1 30,497,700

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6 – COMMITMENTS Executive Employment Agreements James Owens 20 The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Owens’ compensation will be: (i) salary of $ 350,000 1,000 Mr. Owens’ employment agreement was amended on June 3, 2022 reducing his salary to $ 1 Don D. Roberts 20 The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Roberts’ compensation will be: (i) salary of $ 350,000 1,000 Harold E. Hutchins 20 The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Hutchins’ compensation will be: (i) salary of $ 350,000 1,000 Refer to Note 3 for amounts related to the Owens, Roberts, and Hutchins employment agreements included in the accompanying unaudited financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited financial statements are adequate to make the information presented not misleading. The unaudited financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2022 which was filed with the SEC on April 14, 2023.
Liquidity, Going Concern and Uncertainties	Liquidity, Going Concern and Uncertainties These unaudited financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of September 30, 2023, the Company had an accumulated deficit of $ 42,926,140 703,524 128,428 3,160,506 The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. The Company has relied upon advances from its Chairman, majority stockholder to fund operations since inception. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company. The unaudited financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Generally, the Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of its marketing efforts to attract users for its software solutions and rapidly changing technology, the successful launch and the acceptance of its software solutions in the marketplace, competition of its software solutions, attraction of talented and skilled employees to support the business and the ability to raise capital to support its operations.
Use of Estimates	Use of Estimates The preparation of the unaudited financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets and a convertible note payable with a related party.
Fair Value of Financial Instruments and Fair Value Measurements	Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, accrued expenses, and due to stockholder approximate their fair market value based on the short-term maturity of these instruments. The carrying amount reported in the balance sheet for the convertible note payable-related party approximates its fair value based on the valuation on the issue date as discussed in Note 3 below. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022.
Cash	Cash The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. There are no
Accounts Receivable	Accounts Receivable Accounts receivable are recorded as revenue is earned and billed during the period the on-line classes are conducted. The billings are due within 30 days of the billing date. If accounts receivable are not paid within 90 days of billing, an allowance for doubtful accounts will be established. Accounts receivable were $ 0 No As of September 30, 2023 and 2022, and for the three and nine months then ended, the Company had no customers or revenue.
Leases	Leases The Company accounts for leases under ASU 2016-02. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the balance sheets. The Company leases office equipment used to conduct our business. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited statements of operations. The Company transferred its leased copy machine to a related party on April 1, 2023. As of September 30, 2023, the Company has no leased assets. There was no gain or loss to the Company related to the transfer of the lease.
Intangible Assets	Intangible Assets Intangible assets are initially capitalized at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognized as an expense when incurred. Computer software is subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over their estimated useful lives of five years 400 1,200
Revenue Recognition	Revenue Recognition The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company anticipates receiving revenue from licensing its software to customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognized no
Stock Based Compensation	Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment
Income Taxes	Income Taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of September 30, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited financial statements.
Net Loss per Common Share	Net Loss per Common Share The Company reports net loss per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. As of September 30, 2023 and December 31, 2022, the Company had a convertible note outstanding with a related party. For the three and nine month periods ended September 30, 2023, the note was convertible into 100,000,000 110,100,000
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporation state	WY
Entity incorporation date	Mar. 10, 2015

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Accumulated deficit	$ 42,926,140						$ 42,926,140		$ 42,222,616
Net loss	219,401	$ 231,815	$ 252,308	$ 221,452	$ 30,247,045	$ 329,864	703,524	$ 30,798,361
Cash flows from operations							128,428	149,547
Working capital deficit	3,160,506						3,160,506
Cash equivalents	0						0		0
Accounts receivable	0						0		0
Provision for doubtful accounts	$ 0						$ 0		$ 0
Estimated useful lives	5 years						5 years
Amortization expense	$ 400			1,200			$ 400	1,200
Revenue recognized	$ 0			$ 0			$ 0	$ 0
Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities, shares	100,000,000			110,100,000			100,000,000	110,100,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended			9 Months Ended
	May 15, 2023	Jun. 03, 2022	Apr. 21, 2020	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Feb. 21, 2020
Related Party Transaction [Line Items]
Proceeds from loans							$ 128,420	$ 149,440
Due to stockholder				$ 225,173			$ 225,173		$ 96,753
Convertible notes payable					$ 1,101,000			1,101,000
Convertible notes market price per share				$ 0.287			$ 0.287
Stock issued during period shares new issues	18,371,000
Fair value of the convertible note				$ 31,598,700			$ 31,598,700
Compensation expense relative to convertible note				0	0		0	16,071,084
Increase in additional paid-in-capital						$ 30,497,700	30,497,700
Total liabilities outstanding				4,166,421			4,166,421		3,644,915
Accrued salaries current				2,890,868			2,890,868		2,349,874
Salaries and related expenses				183,537	183,538		571,394	16,801,986
Mr. James Owens [Member]
Related Party Transaction [Line Items]
Total liabilities outstanding				530,284			530,284
Mr Owens [Member]
Related Party Transaction [Line Items]
Gain (loss) on extinguishment of debt				0	0		0	13,896,333
Settlement Agreement [Member] | Mr. James Owens [Member]
Related Party Transaction [Line Items]
Officers compensation		$ 1
Employment Agreements [Member]
Related Party Transaction [Line Items]
Accrued liabilities				309,444			309,444		309,444
Accrued salaries current										$ 350,000
Auto allowances				67,800			67,800		52,200	$ 12,000
Accrued salaries current and non current				2,363,000			2,363,000		1,866,000
Accrued payroll taxes current and non current				150,624			150,624		122,230
Salaries and related expenses				183,537	183,538		571,394	16,801,986
Employment Agreements [Member] | Mr. James Owens [Member]
Related Party Transaction [Line Items]
Officers compensation		1
Employment Agreements [Member] | Mr. Hutchins [Member]
Related Party Transaction [Line Items]
Payment of salary				3,500	21,000		28,000	63,000
Auto allowances				300	1,800		2,400	5,400
Mr. James Owens [Member]
Related Party Transaction [Line Items]
Proceeds from loans							132,420
Due to stockholder				$ 225,173			$ 225,173		96,753
Mr. James Owens [Member] | Settlement Agreement [Member]
Related Party Transaction [Line Items]
Due to stockholder		756,450
Convertible notes payable		1,101,000
Accrued liabilities		845,833
Accrued auto allowance		$ 29,000
Interest rate				8%			8%
Convertible notes market price per share				$ 0.01			$ 0.01
Frank Perone Trust [Member] | Settlement Agreement [Member]
Related Party Transaction [Line Items]
Convertible notes payable	$ 101,000
Convertible notes market price per share	$ 0.01
Accrued interest	$ 82,710
Stock issued during period shares new issues	18,371,000
Related Party [Member]
Related Party Transaction [Line Items]
Convertible notes payable				$ 1,000,000			$ 1,000,000		1,101,000
Accrued interest				23,990			23,990		$ 50,556
Interest expense				20,000	22,020		56,145	28,536
Gain (loss) on extinguishment of debt								$ (13,896,333)
WARP-G Software Solution [Member] | License Agreement [Member]
Related Party Transaction [Line Items]
Lincensing fee			$ 650,000
Soft Tech's Gigabyte Slayer and WARP-G Software Solution [Member] | License Agreement [Member]
Related Party Transaction [Line Items]
Research and development expense, software			1,300,000
Aggregate amount			20,000,000
Payments for Software			$ 20,000,000
Royalty rate percentage			7%
Agreement term			5 years

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases
Operating lease expense	$ 0	$ 438	$ 438	$ 1,314
Operating lease, right-of-use assets					$ 2,347
Operating lease liability	$ 0		$ 0		$ 2,389

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)				3 Months Ended	9 Months Ended	12 Months Ended
	May 15, 2023	Jun. 03, 2022	Mar. 16, 2020	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized					1,000,000	1,000,000
Common stock, shares issued					158,271,000	139,900,000
Common stock, shares outstanding					158,271,000	139,900,000
Number of shares issued	18,371,000
Convertible notes payable							$ 1,101,000
Due to stockholder					$ 225,173	$ 96,753
Increase in additional paid-in-capital				$ 30,497,700	30,497,700
Mr. James Owens [Member]
Class of Stock [Line Items]
Due to stockholder					$ 225,173	96,753
Mr. James Owens [Member] | Executive Employment Agreements [Member]
Class of Stock [Line Items]
Convertible notes payable		$ 1,101,000
Due to stockholder		756,450
Accrued salary		845,833
Accrued auto allowance		29,000
Salaries		$ 1
Increase in additional paid-in-capital						$ 30,497,700
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, voting rights			the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no conversion rights, no dividends, and no liquidation preference
Preferred stock, shares authorized			1,000		1,000	1,000
Preferred stock, shares issued					1,000	1,000
Preferred stock, shares outstanding					1,000	1,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - Executive Employment Agreements [Member]	Jun. 03, 2022 USD ($)	Feb. 21, 2020 USD ($) Days
Mr. James Owens [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Trading days | Days		20
Employee salaries description		The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Owens’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors
Salary expenses		$ 350,000
Allowances per month		$ 1,000
Salaries	$ 1
Don D Roberts [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Trading days | Days		20
Employee salaries description		The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Roberts’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors
Salary expenses		$ 350,000
Allowances per month		$ 1,000
Harold E. Hutchins [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Trading days | Days		20
Employee salaries description		The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Hutchins’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors
Salary expenses		$ 350,000
Allowances per month		$ 1,000