Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55809 | |
Entity Registrant Name | ELECTRONIC SERVITOR PUBLICATION NETWORK, INC. | |
Entity Central Index Key | 0001709542 | |
Entity Tax Identification Number | 82-1873116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 1ST AVE N. | |
Entity Address, Address Line Two | STE. 100 | |
Entity Address, City or Town | MINNEAPOLIS MN | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | (833) | |
Local Phone Number | 991-0800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,416,001 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 18,696 | |
Total assets | 18,696 | |
Current liabilities: | ||
Accounts payable and accruals | 41,261 | 13,853 |
Loans payable | 27,630 | |
Due to a related party | 50,268 | 22,625 |
Total current liabilities | 119,159 | 36,478 |
Commitments and contingencies | ||
Stockholders’ Deficit: | ||
Series A Preferred stock, $0.0001 par value 1,000 shares authorized; 1,000 shares issued and outstanding | ||
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 21,416,001 and 21,416,001 issued and outstanding, respectively | 2,143 | 2,143 |
Additional paid in capital | 6,078,910 | 5,876,611 |
Accumulated deficit | (6,181,516) | (5,915,232) |
Total Stockholders’ deficit | (100,463) | (36,478) |
Total Liabilities and Stockholders’ Deficit | 18,696 | |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Series A Preferred stock, $0.0001 par value 1,000 shares authorized; 1,000 shares issued and outstanding |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 19,999,000 | 19,999,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 21,416,001 | 21,416,001 |
Common stock, outstanding | 21,416,001 | 21,416,001 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
General and administrative | $ 11,888 | $ 13,547 | ||
Professional fees | 24,000 | 49,000 | ||
Stock based compensation | 104,864 | 202,299 | ||
Total operating expenses | 140,752 | 264,846 | ||
Loss from operations | (140,752) | (264,846) | ||
Other expense: | ||||
Interest expense | (1,438) | (1,438) | ||
Total other expense | (1,438) | (1,438) | ||
Loss before provision for income taxes | (142,190) | (266,284) | ||
Provision for income taxes | ||||
Net loss from continuing operations | (142,190) | (266,284) | ||
Net loss from discontinued operations | (6,496) | (79,254) | ||
Net loss | $ (142,190) | $ (6,496) | $ (266,284) | $ (79,254) |
Loss per share, basic and diluted, from continuing operations | $ 0 | $ (0.01) | ||
Loss per share, basic and diluted, from discontinued operations | $ 0 | $ 0 | ||
Weighted average shares outstanding, basic and diluted | 21,416,001 | 18,916,001 | 21,416,001 | 18,879,144 |
STATEMENTS OF CHANGES OF STOCKH
STATEMENTS OF CHANGES OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,878 | $ 3,253,525 | $ (3,333,402) | $ (77,999) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 1,000 | 18,775,000 | |||
Net Income (Loss) Attributable to Parent | (72,758) | (72,758) | |||
Common stock issued for debt conversion | 6 | 14,494 | 14,500 | ||
Net loss | (72,758) | (72,758) | |||
Common stock issued for services | $ 7 | 6,743 | 6,750 | ||
Common stock issued for services (in shares) | 75,000 | ||||
Common stock issued for debt conversion (in shares) | 58,000 | ||||
Common stock units sold for cash | $ 1 | 1,999 | 2,000 | ||
Ending balance, value at Mar. 31, 2021 | $ 1,892 | 3,276,761 | (3,406,160) | (127,507) | |
Common stock units sold for cash (in shares) | 8,001 | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 1,000 | 18,916,001 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1,878 | 3,253,525 | (3,333,402) | (77,999) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 1,000 | 18,775,000 | |||
Net Income (Loss) Attributable to Parent | (79,254) | ||||
Net loss | (79,254) | ||||
Ending balance, value at Jun. 30, 2021 | $ 1,892 | 3,276,761 | (3,412,656) | (134,003) | |
Balance at the end (in shares) at Jun. 30, 2021 | 1,000 | 18,916,001 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1,892 | 3,276,761 | (3,406,160) | (127,507) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 1,000 | 18,916,001 | |||
Net Income (Loss) Attributable to Parent | (6,496) | (6,496) | |||
Net loss | (6,496) | (6,496) | |||
Ending balance, value at Jun. 30, 2021 | $ 1,892 | 3,276,761 | (3,412,656) | (134,003) | |
Balance at the end (in shares) at Jun. 30, 2021 | 1,000 | 18,916,001 | |||
Beginning balance, value at Dec. 31, 2021 | $ 2,143 | 5,876,611 | (5,915,232) | (36,478) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 1,000 | 21,416,001 | |||
Net Income (Loss) Attributable to Parent | (124,094) | (124,094) | |||
Warrants issued | 97,435 | 97,435 | |||
Net loss | (124,094) | (124,094) | |||
Ending balance, value at Mar. 31, 2022 | $ 2,143 | 5,974,046 | (6,039,326) | (63,137) | |
Balance at the end (in shares) at Mar. 31, 2022 | 1,000 | 21,416,001 | |||
Beginning balance, value at Dec. 31, 2021 | $ 2,143 | 5,876,611 | (5,915,232) | (36,478) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 1,000 | 21,416,001 | |||
Net Income (Loss) Attributable to Parent | (266,284) | ||||
Net loss | (266,284) | ||||
Ending balance, value at Jun. 30, 2022 | $ 2,143 | 6,078,910 | (6,181,516) | (100,463) | |
Balance at the end (in shares) at Jun. 30, 2022 | 1,000 | 21,416,001 | |||
Beginning balance, value at Mar. 31, 2022 | $ 2,143 | 5,974,046 | (6,039,326) | (63,137) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 1,000 | 21,416,001 | |||
Net Income (Loss) Attributable to Parent | (142,190) | (142,190) | |||
Net loss | (142,190) | (142,190) | |||
Stock option expense | 104,864 | 104,864 | |||
Ending balance, value at Jun. 30, 2022 | $ 2,143 | $ 6,078,910 | $ (6,181,516) | $ (100,463) | |
Balance at the end (in shares) at Jun. 30, 2022 | 1,000 | 21,416,001 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (266,284) | $ (79,254) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 202,299 | |
Changes in Operating Assets and Liabilities: | ||
Accounts payable and accruals | 27,408 | |
Operating activities from discontinued operations | (96,347) | |
Net cash used by operating activities | (36,577) | (175,601) |
Cash flows from Investing activities: | ||
Cash flows from Financing activities: | ||
Proceeds from loans - related party | 27,643 | |
Proceeds from loans payable | 27,630 | |
Financing activities from discontinued operations | 17,588 | |
Net cash provided by financing activities | 55,273 | 17,588 |
Net change in cash | 18,696 | (158,013) |
Cash, beginning of period | 175,497 | |
Cash, end of period | 18,696 | 17,484 |
Cash Paid For: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplement disclosure of cash flow information: | ||
Conversion of debt | $ 14,500 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND HISTORY | NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY Description of business The Company was originally incorporated on May 17, 2017, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018, the Certificate of Incorporation of the Company was amended to effect a change in the Company’s name from “Iris Grove Acquisition Corporation” to “CannAssist International Corporation”. On September 28, 2021, the Certificate of Incorporation of the Company was amended a second time to effect a change in the Company’s name from “CannAssist International Corporation” to the name “Electronic Servitor Publication Network, Inc.” The Company’s common stock trades on the OTCQB Venture Market under the stock ticker symbol “XESP,” previously from “CNSC,” effective January 26, 2022. The Company's corporate office is located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The URL of the Company’s website is https://www.xespn.com. The Company’s business focuses on amplifying reach and lift for content providers and creators through its development and use of a proprietary technology platform. The platform functionality provisions content and provides omnichannel publication and monetization opportunities, allowing the Company’s customers more time to focus on content creation. The Company targets markets and users in need of increasing global awareness and brand exposure. On July 1, 2021, and effective on October 9, 2021, Mark Palumbo, a former officer and director of the Company, and Forty 7 Select Holdings LLC, an entity controlled by Greg Shockey (who was an existing shareholder of the Company), entered into an agreement pursuant to which Mark Palumbo transferred all of his 1,000 Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company. 7,500,000 On July 23, 2021, the Company entered into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Peter Hager (“Licensor”), to use, market, promote and distribute certain technology relating to content provisioning including the related patent applications, trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company issues to the Licensor 10,000,000 2,500,000 0.25 10,000,000 0.25 On July 23, 2021, the Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing, the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo (along with the assets and liabilities associated with the prior business) for nominal consideration as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo. On October 9, 2021, at the Closing of the Spin-Off Agreement, the Company transferred 100% of the issued and outstanding membership units of Xceptor LLC to Mark Palumbo (along with the assets and liabilities associated with the prior business) in exchange for nominal consideration, and the Palumbo License Agreement was terminated. As a result of the transactions described above, the Company is strategically aligning its business to support its mission in becoming the premier content management and distribution platform for content providers in the global markets through the Company’s continued development and acquisitions of publication and monetization products, services, and technologies. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2022 and December 31, 2021. Recently issued accounting pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $ 6,181,516 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
NOTES PAYABLE | NOTE 4 - NOTES PAYABLE On May 19, 2022, the Company issued a note payable for $ 10,000 6 69 On May 20, 2022, the Company issued a note payable for $ 10,000 6 67 On June 10, 2022, the Company issued a note payable for $ 7,630 10 42 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS During the six months ended June 30, 2022, Forty 7 Select Holdings LLC (“Forty 7”) advanced the Company $ 27,643 50,268 Refer to Note 7 for options to purchase shares of common stock issued to related parties. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 6 – PREFERRED STOCK The Company has designated 1,000 0.0001 Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares |
OPTIONS
OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Options | |
OPTIONS | NOTE 7 – OPTIONS In the first quarter of 2022, the Company entered into an Employment Agreement with Anthony Sanneh, a former officer and director of the Company, for a term of 2 years that automatically renews for additional 6-month terms unless terminated earlier. This agreement is terminable by each of the parties upon written notice. Under this Employment Agreement, the Company pays a base salary of $1.00 per year and issued options to purchase 500,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1.5 years contingent upon service and expire 10 years from the date of grant. On April 18, 2022, Mr. Sanneh voluntarily resigned all positions with the Company, without disagreement between the parties, thereby terminating this Employment Agreement and forfeiting 250,000 unvested options, effective May 15, 2022. In the first quarter of 2022, the Company entered into an Employment Agreement with Thomas Spruce, an officer and director of the Company. This Employment Agreement has a term of 2 years and automatically renews for additional 6-month terms unless terminated earlier. This agreement is terminable by each of the parties upon written notice. Under this Employment Agreement, the Company pays a base salary of $1.00 per year and issued options to purchase 500,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of two years and expire 10 years from the date of grant. If the Employment Agreement is renewed, an additional 125,000 options to purchase restricted shares of the Company’s common stock shall be issued for each 6-month renewal term at a strike price equal to the fair market value of the Company’s common stock on the trading day prior to the grant of the options. Effective April 12, 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. Effective April 12, 2022, the Company entered into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. Options issued with the following inputs: Options 1,480,000 Share price $ 0.39 Exercise Price $ 0.39 Term 10 Volatility 209.96 213.52 % Risk Free Interest Rate 2.38 2.72 % Dividend rate - On May 27, 2022, the Company entered into an Addendum to Employment Agreement with Thomas Spruce, which granted Mr. Spruce options to purchase an additional 250,000 restricted shares of the Company’s common stock at a strike price of $0.15 per share. The options vest immediately from the date of the grant and expire 10 years from the date of grant. Options issued with the following inputs: Options 250,000 Share price $ 0.15 Exercise Price $ 0.15 Term 10 Volatility 214.15 % Risk Free Interest Rate 2.74 % Dividend rate - A summary of the status of the Company’s outstanding stock options and changes during the year is presented below: Activity for the six months ended June 30, 2022, is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 1,730,000 $ 0.36 10 $ — Expired (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at June 30, 2022 1,480,000 $ 0.35 9.79 $ — Exercisable at June 30, 2022 745,000 $ 0.31 9.81 $ — Schedule of Stock options activity Number of Shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.15 0.39 1,480,000 9.79 $0.35 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
WARRANTS | NOTE 8 – WARRANTS A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 150,836 $ 0.25 7.97 $ — Granted 2,667 $ 0.25 5.00 $ — Expired - $ - - $ — Exercised - $ - - $ — Outstanding at December 31, 2021 153,503 $ 0.25 6.92 $ — Granted — $ — — 0 $ — Expired — $ — — $ — Exercised — $ — — $ — Outstanding at June 30, 2022 153,503 $ 0.25 6.43 $ — Exercisable at June 30, 2022 153,503 $ 0.25 6.43 $ — Schedule of Weighted Average Number of Shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.25 153,503 6.43 years $0.25 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 9 - DISCONTINUED OPERATIONS In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the statements of operations. The results of operations from discontinued operations for the three and six months ended June 30, 2021, have been reflected as discontinued operations in the statements of operations, and consist of the following. Schedule of discontinued operations For the three months For the six months Revenue - discontinued operations $ 245,488 $ 463,461 Cost of revenue - discontinued operations 137,548 295,341 Gross margin 107,940 168,120 Expenses of discontinued operations: General and administrative 63,465 145,877 Professional fees 37,690 80,060 Interest expense 13,281 21,437 Total expenses of discontinued operations 114,436 247,374 Net loss from discontinued operations $ (6,496 ) $ (79,254 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2022 and December 31, 2021. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
OPTIONS (Tables)
OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Options | |
Options issued with the following inputs: | Options issued with the following inputs: Options 1,480,000 Share price $ 0.39 Exercise Price $ 0.39 Term 10 Volatility 209.96 213.52 % Risk Free Interest Rate 2.38 2.72 % Dividend rate - On May 27, 2022, the Company entered into an Addendum to Employment Agreement with Thomas Spruce, which granted Mr. Spruce options to purchase an additional 250,000 restricted shares of the Company’s common stock at a strike price of $0.15 per share. The options vest immediately from the date of the grant and expire 10 years from the date of grant. Options issued with the following inputs: Options 250,000 Share price $ 0.15 Exercise Price $ 0.15 Term 10 Volatility 214.15 % Risk Free Interest Rate 2.74 % Dividend rate - |
Activity for the six months ended June 30, 2022, is as follows: | Activity for the six months ended June 30, 2022, is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 1,730,000 $ 0.36 10 $ — Expired (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at June 30, 2022 1,480,000 $ 0.35 9.79 $ — Exercisable at June 30, 2022 745,000 $ 0.31 9.81 $ — |
Schedule of Stock options activity Number of Shares | Schedule of Stock options activity Number of Shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.15 0.39 1,480,000 9.79 $0.35 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: | A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 150,836 $ 0.25 7.97 $ — Granted 2,667 $ 0.25 5.00 $ — Expired - $ - - $ — Exercised - $ - - $ — Outstanding at December 31, 2021 153,503 $ 0.25 6.92 $ — Granted — $ — — 0 $ — Expired — $ — — $ — Exercised — $ — — $ — Outstanding at June 30, 2022 153,503 $ 0.25 6.43 $ — Exercisable at June 30, 2022 153,503 $ 0.25 6.43 $ — |
Schedule of Weighted Average Number of Shares | Schedule of Weighted Average Number of Shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.25 153,503 6.43 years $0.25 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Schedule of discontinued operations For the three months For the six months Revenue - discontinued operations $ 245,488 $ 463,461 Cost of revenue - discontinued operations 137,548 295,341 Gross margin 107,940 168,120 Expenses of discontinued operations: General and administrative 63,465 145,877 Professional fees 37,690 80,060 Interest expense 13,281 21,437 Total expenses of discontinued operations 114,436 247,374 Net loss from discontinued operations $ (6,496 ) $ (79,254 ) |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 09, 2021 | Jul. 23, 2021 | Jul. 01, 2021 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Number of shares issued | 10,000,000 | |||
Stock issued during period, value, issued for services | $ 6,750 | |||
Share price | $ 0.25 | |||
Phitech Management L L C [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Number of shares issued | 10,000,000 | |||
Stock issued during period, value, issued for services | $ 2,500,000 | |||
Share price | $ 0.25 | |||
Chief Executive Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Number of shares converted (in shares) | 1,000 | |||
Preferred stock, voting rights | Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company. | |||
Number of shares cancelled | 7,500,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained earnings accumulated deficit | $ 6,181,516 | $ 5,915,232 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 10, 2022 | May 20, 2022 | May 19, 2022 |
Third Party 1 [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Notes payble | $ 10,000 | ||
Intrest rate | 6% | ||
Interest accrued | $ 69 | ||
Third Party 2 [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Notes payble | $ 10,000 | ||
Intrest rate | 6% | ||
Interest accrued | $ 67 | ||
Third Party 3 [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Notes payble | $ 7,630 | ||
Intrest rate | 10% | ||
Interest accrued | $ 42 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Series A Preferred Stock [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Due to Related Parties | $ 27,643 |
Share-Based Payment Arrangement, Noncash Expense | $ 50,268 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock authorized (in shares) | 19,999,000 | 19,999,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock authorized (in shares) | 1,000 | 1,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock voting rights | Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares |
Options issued with the followi
Options issued with the following inputs: (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Oct. 09, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Share price | $ 0.25 | |||
Warrant term | 6 years 5 months 5 days | 6 years 11 months 1 day | 7 years 11 months 19 days | |
Options 1 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Options | 1,480,000 | |||
Share price | $ 0.39 | |||
Exercise Price | $ 0.39 | |||
Warrant term | 10 years | |||
Options 1 [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Volatility | 209.96% | |||
Risk Free Interest Rate | 2.38% | |||
Options 1 [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Volatility | 213.52% | |||
Risk Free Interest Rate | 2.72% | |||
Options 2 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Options | 250,000 | |||
Share price | $ 0.15 | |||
Exercise Price | $ 0.15 | |||
Warrant term | 10 years | |||
Volatility | 214.15% | |||
Risk Free Interest Rate | 2.74% |
Activity for the six months end
Activity for the six months ended June 30, 2022, is as follows: (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Options | ||
Outstanding at beginning | ||
Granted | 1,730,000 | |
Granted | $ 0.36 | $ 0.25 |
Granted | 10 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (250,000) | |
Outstanding at ending | 1,480,000 | |
Outstanding at ending | $ 0.35 | |
Outstanding at ending | 9 years 9 months 14 days | |
Number of options exercisable (in shares) | 745,000 | |
Weighted average exercise price exercisable | $ 0.31 | |
Weighted average remaining contract term, exercisable | 9 years 9 months 22 days |
Schedule of Stock options activ
Schedule of Stock options activity Number of Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrants and Rights Outstanding, Term | 6 years 5 months 5 days | 6 years 11 months 1 day | 7 years 11 months 19 days |
Options Held [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 1,480,000 | ||
Warrants and Rights Outstanding, Term | 9 years 9 months 14 days | ||
Weighted average exercise price | $ 0.35 | ||
Options Held [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | 0.15 | ||
Options Held [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 0.39 |
A summary of the status of the
A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Outstanding at ending | 153,503 | 150,836 |
Outstanding at ending | $ 0.25 | $ 0.25 |
Outstanding at ending | 6 years 11 months 1 day | 7 years 11 months 19 days |
Granted | 2,667 | |
Granted | $ 0.36 | $ 0.25 |
Granted | 10 years | 5 years |
Outstanding at ending | 153,503 | 153,503 |
Outstanding at ending | $ 0.25 | $ 0.25 |
Outstanding at ending | 6 years 5 months 5 days | 6 years 11 months 1 day |
Number of warrants exercisable (in shares) | 153,503 | |
Weighted average exercise price exercisable | $ 0.25 | |
Weighted average remaining contract term, exercisable | 6 years 5 months 5 days |
Schedule of Weighted Average Nu
Schedule of Weighted Average Number of Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Weighted average remaining contractual life (years) | 6 years 5 months 5 days | 6 years 11 months 1 day | 7 years 11 months 19 days |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number outstanding | 153,503 | ||
Weighted average remaining contractual life (years) | 6 years 5 months 5 days | ||
Weighted average exercise price | $ 0.25 | ||
Warrant [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 0.25 |
Schedule of discontinued operat
Schedule of discontinued operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue - discontinued operations | $ 245,488 | $ 463,461 |
Cost of revenue - discontinued operations | 137,548 | 295,341 |
Gross margin | 107,940 | 168,120 |
Expenses of discontinued operations: | ||
General and administrative | 63,465 | 145,877 |
Professional fees | 37,690 | 80,060 |
Interest expense | 13,281 | 21,437 |
Total expenses of discontinued operations | 114,436 | 247,374 |
Net loss from discontinued operations | $ (6,496) | $ (79,254) |