Webstar Technology (WBSR) 10-K 29 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56268
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	330 112th Ave NE #300
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	(904)
Local Phone Number	312-9681
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 10,680,450
Entity common stock, shares outstanding		158,271,000
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	5036
Auditor Name	Assurance Dimensions
Auditor Location	Margate, Florida

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 170	$ 178
Prepaid expenses	498	498
Total current assets	668	676
Right-of-use assets		2,347
Intangible asset - net of accumulated amortization of $16,800 and $15,200 at December 31, 2023 and 2022, respectively		1,600
Total assets	668	4,623
Current liabilities
Accounts payable	24,981	44,343
Accrued salaries and related expenses	3,074,406	2,349,874
Accrued interest – related party	43,989	50,556
Due to stockholders	228,674	96,753
Lease liability		1,660
Total current liabilities	4,372,050	2,543,186
Lease liability – net of current portion		729
Total liabilities	4,372,050	3,644,915
Commitments and contingences (Note 7)
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of December 31, 2023 and 2022
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 158,271,000 and 139,900,000 issued and outstanding as of December 31, 2023 and 2022, respectively	15,827	13,990
Additional paid-in-capital	38,750,207	38,568,334
Accumulated deficit	(43,137,416)	(42,222,616)
Total stockholders’ deficit	(4,371,382)	(3,640,292)
Total liabilities and stockholders’ deficit	668	4,623
Related Party [Member]
Current liabilities
Convertible note payable – related party	1,000,000
Convertible note payable – related party		$ 1,101,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Intangible assets, accumulated amortization	$ 16,800	$ 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

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Revenue
Cost of sales
Gross profit
Operating expenses
Salaries and related expenses	754,932	16,985,524
General and administrative	83,724	88,127
Total operating expenses	838,656	17,073,651
Operating loss	(838,656)	(17,073,651)
Other expense
Loss on extinguishment of debt with a related party		(13,896,333)
Total other expense	(76,144)	(13,946,889)
Net loss before income taxes	(914,800)	(31,020,540)
Income tax expense
Net loss	$ (914,800)	$ (31,020,540)
Net loss per share-basic	$ (0.01)	$ (0.22)
Net loss per share-diluted	$ (0.01)	$ (0.22)
Weighted average shares outstanding- basic	151,677,573	139,900,000
Weighted average shares outstanding- diluted	151,677,573	139,900,000
Related Party [Member]
Other expense
Interest expense – related party	$ (76,144)	$ (50,556)

Statements of Stockholders' Def

Statements of Stockholders' Deficit - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 13,990	$ 8,070,633	$ (11,202,076)	$ (3,117,453)
Beginning balance, shares at Dec. 31, 2021	1,000	139,900,000
Extinguishment of liabilities and stock-based compensation with related party			30,497,701		30,497,701
Net loss				(31,020,540)	(31,020,540)
Ending balance, value at Dec. 31, 2022		$ 13,990	38,568,334	(42,222,616)	(3,640,292)
Ending balance, shares at Dec. 31, 2022	1,000	139,900,000
Net loss				(914,800)	(914,800)
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
Ending balance, value at Dec. 31, 2023		$ 15,827	$ 38,750,207	$ (43,137,416)	$ (4,371,382)
Ending balance, shares at Dec. 31, 2023	1,000	158,271,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (914,800)	$ (31,020,540)
Adjustments to reconcile net loss to cash used in operating activities
Stock based compensation expense		16,071,084
Loss on extinguishment of debt with a related party		13,896,333
Amortization expense	1,600	1,600
Change in assets and liabilities
Prepaid expenses		1,665
Accounts payable	(19,362)	1,174
Accrued salaries and related expenses	724,532	823,241
Lease liabilities	(42)	(30)
Net cash used in operating activities	(131,929)	(174,917)
Cash flows from financing activities
Advances from stockholders	135,921	174,656
Repayments to stockholders	(4,000)
Net cash provided by financing activities	131,921	174,656
Net decrease in cash	(8)	(261)
Cash at beginning of the year	178	439
Cash at end of the year	170	178
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income taxes
Schedule of non-cash financing activities
Conversion of convertible note payable and accrued interest – related party 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	$ 76,143	$ 50,556

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 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	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Liquidity, Going Concern and Uncertainties These financial statements have been prepared in conformity with US GAAP, which contemplates 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 December 31, 2023, the Company had an accumulated deficit of $ 43,137,416 914,800 131,929 4,371,382 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 and 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 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of the Company’s 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, fair value of preferred stock, and a convertible note payable issued to a related party. Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts reported in the balance sheet for cash, accounts payable, accrued expenses, and due to stockholder approximate their fair 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 December 31, 2023 or 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. I The Company monitors accounts receivable and provides allowances for expected credit losses when considered necessary.. Accounts receivable were $ 0 No As of December 31, 2023 and 2022, and for the years 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 consolidated 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 consolidated statements of operations. The Company transferred its leased copy machine to a related party on April 1, 2023. As of December 31, 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 1,600 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 On June 3, 2022, the Company entered into a settlement agreement with Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, 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 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 0.287 31,598,700 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 $ 16,071,084 Stock compensation expense was $ 0 16,071,084 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 December 31, 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 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 December 31, 2023 and 2022, the Company had a convertible note payable outstanding with a related party. For the year ended December 31, 2023, the note was convertible into 100,000,000 110,100,000 Recently Issued Accounting Pronouncements Recent Accounting Pronouncements - Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements - Not Yet Adopted In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023 the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. ● significant to the segment, ● regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and ● included in the reported measure of segment profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements. The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Due to Stockholders 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 year ended December 31, 2023, Mr. Owens loaned the Company $ 99,921 4,000 During the year ended December 31, 2023, one of our directors and stockholders, Mr. Michael Hendrickson, advanced us $ 36,000 The financial statements reflect a “Due to stockholders” liability which was $ 228,674 96,753 Convertible Note Payable 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 December 31, 2023 and 2022, $ 1,000,000 1,101,000 June 3, 2024 43,989 50,556 76,144 50,556 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 16,071,084 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 30,497,701 530,284 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 former Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 7 below (Commitments). The agreements provide for salaries of $ 350,000 12,000 1 2,538,000 1,866,000 73,800 52,200 309,444 153,162 122,230 754,932 914,440 28,000 84,000 2,400 7,200 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 7. 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	12 Months Ended
	Dec. 31, 2023
Leases
LEASES	NOTE 4 – LEASES As of December 31, 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. We removed the operating lease liability and right of use asset from our balance sheet at the time of transfer. 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 years ended December 31, 2023 and 2022, the Company recorded $ 430 1,752 0 2,347 0 2,389

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	12 Months Ended
	Dec. 31, 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 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 transfer rights, no conversion rights, no dividends, and no liquidation preference. As of December 31, 2023, all 1,000 Common Stock As of December 31, 2023 and 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 30,497,701

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 6 – INCOME TAXES Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The effective tax rate on the net loss before income taxes differs from the U.S. and State statutory rates as follows: SCHEDULE OF EFFECTIVE TAX RATE ON NET LOSS 12/31/2023 12/31/2022 U.S statutory rate 21.000 % 21.000 % Florida state corporate income tax rate 5.5 % 5.5 % Total statutory tax rates 26.5 % 26.5 % Less valuation allowance -26.5 % -26.5 % Net - - At December 31, 2023, the Company has a tax loss carryover of approximately $ 1,453,000 107,000 2025 2027 1,346,000 limitations of 80% The ultimate realization of deferred tax assets depends on the generation of future taxable income during those periods in which those temporary differences are deductible. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary against the deferred tax assets arising from the net operating losses as of December 31, 2023 and 2022 due to the uncertainty of the Company being able to generate future taxable income. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2023 and 2022, there was no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Wyoming and Florida state jurisdictions.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7 – 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 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 financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Mr. James Owens, the Chairman of the Board, Chief Technology Officer, founder, and controlling stockholder of the Company, loaned the Company $ 52,067 Mr. Hutchins, our former CFO, submitted his resignation to the Company effective on February 14, 2024 with an effective date of March 4, 2024. We have engaged an external consultant to take over the responsibilities of the CFO.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Liquidity, Going Concern and Uncertainties	Liquidity, Going Concern and Uncertainties These financial statements have been prepared in conformity with US GAAP, which contemplates 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 December 31, 2023, the Company had an accumulated deficit of $ 43,137,416 914,800 131,929 4,371,382 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 and 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 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of the Company’s 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, fair value of preferred stock, and a convertible note payable issued to 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 sheet for cash, accounts payable, accrued expenses, and due to stockholder approximate their fair 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 December 31, 2023 or 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. I The Company monitors accounts receivable and provides allowances for expected credit losses when considered necessary.. Accounts receivable were $ 0 No As of December 31, 2023 and 2022, and for the years 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 consolidated 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 consolidated statements of operations. The Company transferred its leased copy machine to a related party on April 1, 2023. As of December 31, 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 1,600
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 On June 3, 2022, the Company entered into a settlement agreement with Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, 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 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 0.287 31,598,700 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 $ 16,071,084 Stock compensation expense was $ 0 16,071,084
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 December 31, 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 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 December 31, 2023 and 2022, the Company had a convertible note payable outstanding with a related party. For the year ended December 31, 2023, the note was convertible into 100,000,000 110,100,000
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Recent Accounting Pronouncements - Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements - Not Yet Adopted In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023 the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. ● significant to the segment, ● regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and ● included in the reported measure of segment profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements. The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF EFFECTIVE TAX RATE ON NET LOSS	The effective tax rate on the net loss before income taxes differs from the U.S. and State statutory rates as follows: SCHEDULE OF EFFECTIVE TAX RATE ON NET LOSS 12/31/2023 12/31/2022 U.S statutory rate 21.000 % 21.000 % Florida state corporate income tax rate 5.5 % 5.5 % Total statutory tax rates 26.5 % 26.5 % Less valuation allowance -26.5 % -26.5 % Net - -

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative)	12 Months Ended
	Dec. 31, 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 ($)		12 Months Ended
	Jun. 03, 2022	Dec. 31, 2023	Dec. 31, 2022	May 15, 2023
Short-Term Debt [Line Items]
Accumulated deficit		$ 43,137,416	$ 42,222,616
Net loss		914,800	31,020,540
Cash flows from operations		131,929	174,917
Working capital deficit		4,371,382
Cash equivalents		0	0
Accounts receivable		0	0
Provision for doubtful accounts		$ 0	0
Estimated useful lives		5 years
Amortization expense		$ 1,600	1,600
Revenue recognized		0	0
Due to stockholder		$ 228,674	96,753
Convertible notes market price per share		$ 0.287
Fair value of the convertible note		$ 31,598,700
Employee benefit and share-based payment arrangement, noncash		0	16,071,084
Stock compensation expense			$ 16,071,084
Convertible Note [Member]
Short-Term Debt [Line Items]
Anti-dilutive securities, shares		100,000,000	110,100,000
Mr Owens [Member]
Short-Term Debt [Line Items]
Salaries	$ 1
Mr. James Owens [Member]
Short-Term Debt [Line Items]
Due to stockholder	756,450
Notes Payable to Banks [Member] | Majority Shareholder [Member]
Short-Term Debt [Line Items]
Notes payable	1,101,000	$ 1,000,000	$ 1,101,000	$ 101,000
Due to stockholder	756,450
Accrued liabilities	845,833
Accrued auto allowance	$ 29,000
Interest rate		8%
Convertible notes market price per share		$ 0.01		$ 0.01

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				12 Months Ended
	May 15, 2023	Jun. 03, 2022	Apr. 21, 2020	Dec. 31, 2023	Dec. 31, 2022	Feb. 21, 2020
Related Party Transaction [Line Items]
Proceeds from loans				$ 135,921	$ 174,656
Due to stockholder				$ 228,674	96,753
Convertible notes market price per share				$ 0.287
Accrued interest				$ 43,989	50,556
Stock issued during period shares new issues	18,371,000
Fair value of the convertible note				31,598,700
Compensation expense relative to convertible note				0	16,071,084
Gain (loss) on extinguishment of debt					(13,896,333)
Convertible note, face value					1,101,000
Increase in additional paid-in-capital					30,497,701
Total liabilities outstanding				4,372,050	3,644,915
Accrued salaries				3,074,406	2,349,874
Salaries and related expenses				754,932	16,985,524
Executive Employment Agreements [Member]
Related Party Transaction [Line Items]
Accrued salaries				309,444	309,444	$ 350,000
Auto allowances				73,800	52,200	$ 12,000
Accrued salaries				2,538,000	1,866,000
Accrued payroll taxes current and non current				153,162	122,230
Salaries and related expenses				754,932	914,440
Mr Owens [Member]
Related Party Transaction [Line Items]
Officers compensation		$ 1
Gain (loss) on extinguishment of debt				0	13,896,333
Mr. James Owens [Member]
Related Party Transaction [Line Items]
Total liabilities outstanding					530,284
Mr. James Owens [Member] | Executive Employment Agreements [Member]
Related Party Transaction [Line Items]
Officers compensation		1
Mr. Hutchins [Member] | Executive Employment Agreements [Member]
Related Party Transaction [Line Items]
Payment of salary				28,000	84,000
Auto allowances				2,400	7,200
Mr. James Owens [Member]
Related Party Transaction [Line Items]
Proceeds from loans				99,921
Repayments of related party debt				4,000
Due to stockholder		756,450
Mr Michael Hendrickson [Member]
Related Party Transaction [Line Items]
Working capital				36,000
Majority Shareholder [Member] | Notes Payable to Banks [Member]
Related Party Transaction [Line Items]
Due to stockholder		756,450
Notes payable	$ 101,000	1,101,000		$ 1,000,000	1,101,000
Accrued liabilities		845,833
Accrued auto allowance		$ 29,000
Interest rate				8%
Convertible notes market price per share	$ 0.01			$ 0.01
Accrued interest	$ 82,710			$ 43,989	50,556
Stock issued during period shares new issues	18,371,000
Debt instrument, maturity date				Jun. 03, 2024
Interest expense				$ 76,144	$ 50,556
WARP-G Software Solution [Member] | License Agreement [Member]
Related Party Transaction [Line Items]
Licensing 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
Net capital offering of common stock			20,000,000
Payments for software			$ 20,000,000
Royalty rate percentage			7%
Agreement term			5 years

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease expense	$ 430	$ 1,752
Operating lease, right-of-use assets		2,347
Operating lease liability	$ 0	$ 2,389

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)				12 Months Ended
	May 15, 2023	Jun. 03, 2022	Mar. 16, 2020	Dec. 31, 2022	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, shares outstanding				139,900,000	158,271,000
Number of shares issued	18,371,000
Due to stockholder				$ 96,753	$ 228,674
Increase in additional paid-in-capital				30,497,701
Notes Payable to Banks [Member] | Majority Shareholder [Member]
Class of Stock [Line Items]
Number of shares issued	18,371,000
Notes payable	$ 101,000	$ 1,101,000		$ 1,101,000	$ 1,000,000
Due to stockholder		756,450
Accrued salary		845,833
Accrued auto allowance		29,000
Mr. James Owens [Member] | Executive Employment Agreements [Member]
Class of Stock [Line Items]
Salaries		$ 1
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 transfer rights, no conversion rights, no dividends, and no liquidation preference. As of December 31, 2023, all 1,000 authorized Series A Preferred Stock are issued and outstanding and held by James Owens.
Preferred stock, shares issued				1,000	1,000
Preferred stock, shares outstanding				1,000	1,000
Series A Preferred Stock [Member] | Mr. James Owens [Member]
Class of Stock [Line Items]
Preferred stock, shares issued					1,000
Preferred stock, shares outstanding					1,000

SCHEDULE OF EFFECTIVE TAX RATE

SCHEDULE OF EFFECTIVE TAX RATE ON NET LOSS (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S statutory rate	21%	21%
Florida state corporate income tax rate	5.50%	5.50%
Total statutory tax rates	26.50%	26.50%
Less valuation allowance	(26.50%)	(26.50%)
Net

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2017
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards	$ 1,453,000	$ 107,000
Deferred tax assets, operating loss carryforwards, subject to expiration	$ 1,346,000
Limitations on use	limitations of 80%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards expiration year	2025
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards expiration year	2027

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative)	Jun. 03, 2022 USD ($)	Feb. 21, 2020 USD ($) Days
Mr Owens [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Salaries	$ 1
Executive Employment Agreements [Member] | 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
Executive Employment Agreements [Member] | 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
Executive Employment Agreements [Member] | Harold E Hutchins [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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. Mr. Hutchins submitted his resignation to the Company effective on February 14, 2024 with an effective date of March 4, 2024.
Salary expenses		$ 350,000
Allowances per month		$ 1,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	3 Months Ended
	Mar. 29, 2024 USD ($)
Subsequent Event [Member] | Mr. James Owens [Member]
Subsequent Event [Line Items]
Proceeds from related party debt	$ 52,067