Webstar Technology (WBSR) 10-Q 19 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - $ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
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	1100 Peachtree St. NE
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
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		201,057,278
Entity Listing, Par Value Per Share	$ 0.0001

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 154	$ 170
Prepaid expenses	13,716	498
Total current assets	13,870	668
Current liabilities
Accounts payable		24,981
Accrued salaries and related expenses		3,074,406
Due to stockholder		228,674
Total current liabilities	1,020,358	4,372,050
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 June 30, 2024 and December 31, 2023
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 201,060,000 and 158,271,000 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	20,106	15,827
Additional paid-in-capital	46,536,042	38,750,207
Accumulated deficit	(47,562,636)	(43,137,416)
Total stockholders’ deficit	(1,006,488)	(4,371,382)
Total liabilities and stockholders’ deficit	13,870	668
Related Party [Member]
Current liabilities
Accrued interest - related party	15,358	43,989
Due to stockholder	5,000
Convertible note payable – related party	$ 1,000,000	$ 1,000,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	201,060,000	158,271,000
Common stock, shares outstanding	201,060,000	158,271,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Revenue
Cost of sales
Gross profit
Operating expenses
Salaries and related expense	84,872	193,470	243,066	387,857
General and administrative	73,497	24,220	120,244	60,121
Total operating expenses	158,369	217,690	363,310	447,978
Operating loss	(158,369)	(217,690)	(363,310)	(447,978)
Other expense
Total other expense	(4,041,910)	(14,125)	(4,061,910)	(36,145)
Net loss before taxes	(4,200,279)	(231,815)	(4,425,220)	(484,123)
Income tax expense
Net loss	$ (4,200,279)	$ (231,815)	$ (4,425,220)	$ (484,123)
Net loss per share-basic	$ (0.03)	$ 0	$ (0.03)	$ (0.03)
Net loss per share-diluted	$ (0.03)	$ 0	$ (0.03)	$ (0.03)
Weighted average shares outstanding-basic	161,719,984	149,792,077	161,380,813	144,873,365
Weighted average shares outstanding- diluted	161,719,984	149,792,077	161,380,813	144,873,365
Related Party [Member]
Other expense
Loss on extinguishment of debt with a related party	$ (4,021,910)		$ (4,021,910)
Interest expense – related party	$ (20,000)	$ (14,125)	$ (40,000)	$ (36,145)

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, 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					(484,123)
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
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		181,873
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
Balance at Dec. 31, 2023		$ 15,827	38,750,207	(43,137,416)	(4,371,382)
Balance, shares at Dec. 31, 2023	1,000	158,271,000
Net loss				(224,941)	(224,941)
Balance at Mar. 31, 2024		$ 15,827	38,750,207	(43,362,357)	(4,596,323)
Balance, shares at Mar. 31, 2024	1,000	158,271,000
Balance at Dec. 31, 2023		$ 15,827	38,750,207	(43,137,416)	(4,371,382)
Balance, shares at Dec. 31, 2023	1,000	158,271,000
Net loss					(4,425,220)
Balance at Jun. 30, 2024		$ 20,106	46,536,042	(47,562,636)	(1,006,488)
Balance, shares at Jun. 30, 2024	1,000	201,057,278
Balance at Mar. 31, 2024		$ 15,827	38,750,207	(43,362,357)	(4,596,323)
Balance, shares at Mar. 31, 2024	1,000	158,271,000
Net loss				(4,200,279)	(4,200,279)
Liabilities settled with shares of common stock with a related party		$ 4,279	4,445,494		4,449,773
Liabilities settled with shares of common stock with a related party, shares		42,786,278
Liabilities assumed by related party			3,340,341		3,340,341
Balance at Jun. 30, 2024		$ 20,106	$ 46,536,042	$ (47,562,636)	$ (1,006,488)
Balance, shares at Jun. 30, 2024	1,000	201,057,278

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (4,425,220)	$ (484,123)
Adjustments to reconcile net loss to cash used in operating activities
Loss on liabilities settled with common stock	4,021,910
Amortization expense		800
Consulting services included in due to stockholder	60,000
Change in assets and liabilities
Accounts receivable
Prepaid expenses	(13,218)	(9,500)
Accounts payable	(2,112)	(18,504)
Accrued salaries and related expenses	243,066	361,257
Accrued interest – related party	40,000	36,144
Lease liabilities		(42)
Cash used in operating activities	(75,574)	(113,968)
Cash flows from financing activities
Advances from stockholder	70,558	114,760
Advance from related party	5,000
Net cash provided by financing activities	75,558	114,760
Net increase (decrease) in cash	(16)	792
Cash at beginning of the period	170	178
Cash at end of the period	154	970
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
Accrued salaries and related assumed by related party	3,340,341
Liabilities settled with shares of common stock – related party	$ 427,863

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2024
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 During the quarter ended June 30, 2024, the Company entered into several material definitive agreements as summarized below: 1) On June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100 The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing. 2) On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts ECO issued 201,057,278 3) One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $ 3,317,472 22,871 3,340,341 4) On June 24, 2024, the Company acquired the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. As of June 30, 2024, no consideration had been provided for these acquired assets. As a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr. Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024. Under the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors and as new officers as follows: Chairman/Chief Executive Officer - Mr. Ricardo Haynes Independent Director – Ms. Marilyn Karpoff Independent Director – Mr. Gordon Clinkscale President – Mr. Eric Collins Interim CFO – Ms. Adrienne Anderson Secretary – Mr. Donald R. Keer Chief Operating Officer – Mr. Lance Lehr

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
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 six months ended June 30, 2024 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ending December 31, 2024. 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, 2023 which was filed with the SEC on March 29, 2024. Liquidity, Going Concern and Uncertainties These unaudited financial statements have been prepared in conformity with US GAAP, which contemplate the 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 June 30, 2024, the Company had an accumulated deficit and working capital deficit of $ 47,562,636 1,006,488 4,425,220 75,574 Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at June 30, 2024 will not be sufficient to fund operations for at least the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 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. 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 the fair value of stock issued to settle liabilities. 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 Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023. 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 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. 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. As of June 30, 2024 and December 31, 2023, the Company had no lease related agreements. 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 incurred amortization expense of $ 0 800 0 400 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. 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, the Company had a convertible note outstanding with a related party. For six month periods ended June 30, 2024 and 2023, the note was convertible into 100,000,000 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	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Due to Stockholder The Trust, controlled by Mr. James Owens, the founder, controlling stockholder, and former chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the six months ended June 30, 2024 and 2023, the Trust loaned the Company $ 70,558 59,395 60,000 On June 3, 2024, the Board of Directors approved, and Mr. Owens agreed, to settle the agreement amount due to the Trust for working capital advances and consulting services totaling $ 359,232 As of June 30, 2024, the balance remaining on the due to stockholder was $ 0 228,674 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 Trust partially converted $ 101,000 82,710 18,371,000 0.01 On June 3, 2024 the Board of Directors approved and Mr. Owens agreed, to settle certain liabilities owed to the Trust with shares of common stock (see below for further details). Included in this settlement was $ 68,631 8 Interest expenses were $ 20,000 40,000 14,125 36,144 As of June 30, 2024 and December 31, 2023, $ 1,000,000 15,358 43,989 Liabilities Settled with Shares of Common Stock On June 3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $ 427,863 42,786,278 4,449,773 4,021,910 Liabilities Assumed by Related Party On June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. The licenses have no net book value. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $ 3,317,472 22,871 3,340,341 Advance from Related Party During the six months ended June 30, 2024, the Company received a $ 5,000 Employment Agreements On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts its former President and Chief Executive Officer, Harold E. Hutchins its former Chief Financial Officer, and James Owens as its former 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 As of June 30, 2024 and December 31, 2023, the accrued salaries resulting from these employment agreements were $ 0 1,866,000 0 52,200 0 122,230 309,444 The salaries and related expenses related to these agreements for the three and six months ended June 30, 2024 were $ 84,872 243,066 193,470 387,857 0 0 0 0 10,500 24,500 900 2,100 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 Company 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

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	6 Months Ended
	Jun. 30, 2024
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 conversion rights, no dividends, and no liquidation preference. As of June 30, 2024, all 1,000 Common Stock As of June 30, 2024 and December 31, 2023, the Company had 201,057,278 158,271,000 42,786,278

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2024
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)	6 Months Ended
	Jun. 30, 2024
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 six months ended June 30, 2024 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ending December 31, 2024. 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, 2023 which was filed with the SEC on March 29, 2024.
Liquidity, Going Concern and Uncertainties	Liquidity, Going Concern and Uncertainties These unaudited financial statements have been prepared in conformity with US GAAP, which contemplate the 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 June 30, 2024, the Company had an accumulated deficit and working capital deficit of $ 47,562,636 1,006,488 4,425,220 75,574 Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at June 30, 2024 will not be sufficient to fund operations for at least the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 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.
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 the fair value of stock issued to settle liabilities.
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 Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023.
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
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. 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. As of June 30, 2024 and December 31, 2023, the Company had no lease related agreements.
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 incurred amortization expense of $ 0 800 0 400
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.
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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, the Company had a convertible note outstanding with a related party. For six month periods ended June 30, 2024 and 2023, the note was convertible into 100,000,000
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) - USD ($)				3 Months Ended	6 Months Ended
	Jun. 21, 2024	Jun. 14, 2024	Mar. 16, 2020	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Entity incorporation state					WY
Entity incorporation date					Mar. 10, 2015
Number of shares issued for acquisitions	201,057,278
Compensation expense relative to convertible note	$ 3,317,472
Accounts payable	22,871					$ 24,981
Assumptions of the liabilities	$ 3,340,341			$ 3,340,341
Series A Preferred Stock [Member]
Number of issued and outstanding percentage		100%
Preferred stock voting rights		The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing.	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. As of June 30, 2024, all 1,000 authorized Series A Preferred Stock are issued and outstanding and held by James Owens.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Accumulated deficit	$ 47,562,636				$ 47,562,636		$ 43,137,416
Working capital deficit	1,006,488				1,006,488
Net loss	4,200,279	$ 224,941	$ 231,815	$ 252,308	4,425,220	$ 484,123
Cash flows from operations					75,574	113,968
Cash equivalents	$ 0				$ 0		$ 0
Estimated useful lives	5 years				5 years
Amortization expense	$ 0		$ 400		$ 0	$ 800
Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities, shares					100,000,000	100,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)							3 Months Ended		6 Months Ended
	Jun. 21, 2024	Jun. 13, 2024	Jun. 03, 2024	May 15, 2023	Jun. 03, 2022	Apr. 21, 2020	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Feb. 21, 2020
Related Party Transaction [Line Items]
Proceeds from loans									$ 70,558	$ 114,760
General and administrative expense							$ 73,497	$ 24,220	120,244	60,121
Due to stockholder											$ 228,674
Convertible notes payable							15,358		15,358		43,989
Compensation expense relative to convertible note	$ 3,317,472
Accounts payable	22,871										24,981
Assumptions of the liabilities	$ 3,340,341						3,340,341
Accrued salaries and related expenses											3,074,406
Salaries and related expenses							84,872	193,470	243,066	387,857
Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued for services		42,786,278	42,786,278
Fair value of the convertible note			$ 4,449,773
Assumptions of the liabilities
Mr Owens [Member]
Related Party Transaction [Line Items]
Officers compensation					$ 1
Mr. James Owens [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Total liabilities outstanding			427,863
Executive Employment Agreements [Member]
Related Party Transaction [Line Items]
Accrued salaries and related expenses							309,444		309,444		309,444	$ 350,000
Auto allowances							0		0		52,200	$ 12,000
Accrued salaries							0		0		1,866,000
Accrued payroll taxes							0		0		122,230
Salaries and related expenses							84,872	193,470	243,066	387,857
Executive Employment Agreements [Member] | Mr. James Owens [Member]
Related Party Transaction [Line Items]
Officers compensation					1
Executive Employment Agreements [Member] | Mr. Hutchins [Member]
Related Party Transaction [Line Items]
Payments of salary							0	10,500	0	24,500
Auto allowances							0	900	0	2,100
Mr. James Owens [Member]
Related Party Transaction [Line Items]
Proceeds from loans									70,558	59,395
General and administrative expense									60,000
Mr. James Owens [Member] | Settlement Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of common stock			$ 359,232
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		$ 1,000,000		1,000,000
Accrued liabilities					845,833
Accrued auto allowance					$ 29,000
Debt instrument, interest rate			8%				8%		8%
Convertible conversion price				$ 0.01			$ 0.01		$ 0.01
Accrued interest - related party			$ 68,631	$ 82,710
Number of shares issued				18,371,000
Interest expense							$ 20,000	14,125	$ 40,000	36,144
Related Party [Member]
Related Party Transaction [Line Items]
Due to stockholder							5,000		5,000
Accrued interest - related party							15,358		15,358		$ 43,989
Interest expense							20,000	14,125	40,000	36,145
Gains losses on extinguishment od debt							$ 4,021,910		4,021,910
Advance from related party									$ 5,000
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

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - shares	Jun. 14, 2024	Jun. 13, 2024	Jun. 03, 2024	Mar. 16, 2020	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, shares issued					201,060,000	158,271,000
Common stock, shares outstanding					201,060,000	158,271,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued					201,057,278	158,271,000
Common stock, shares outstanding					201,057,278	158,271,000
Number of shares issued for services		42,786,278	42,786,278
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, voting rights	The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing.			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. As of June 30, 2024, 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

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
Reduced salary	$ 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. Effective June 14, 2024, Mr. Roberts resigned from the Company as the Chief Executive Officer.
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. Effective March 4, 2024, Mr. Hutchins resigned as the Company’s Chief Financial Officer.
Salary expenses		$ 350,000
Allowances per month		$ 1,000