Electronic Servitor Publication Network (XESP) 10-K 29 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 24, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-55740
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
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55401
City Area Code	833
Local Phone Number	991-0800
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		$ 368,925
Entity Common Stock, Shares Outstanding		21,416,001
Documents Incorporated by Reference [Text Block]	None.
Auditor Name	BF Borgers CPA PC
Auditor Firm ID	5041
Auditor Location	Lakewood, CO

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 17,139
Total assets	17,139
Current liabilities:
Accounts payable and accruals	49,680	13,853
Loans payable	52,630
Due to a related party	50,268	22,625
Total current liabilities	152,578	36,478
Commitments and contingencies
Stockholders’ Deficit:
Preferred stock, $0.0001 par value 19,999,000 shares authorized; no shares issued and outstanding
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 21,416,001 shares issued and outstanding	2,142	2,142
Additional paid in capital	6,224,900	5,876,611
Accumulated deficit	(6,362,481)	(5,915,231)
Total Stockholders’ deficit	(135,439)	(36,478)
Total Liabilities and Stockholders’ Deficit	17,139
Series A Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, $0.0001 par value 19,999,000 shares authorized; no shares issued and outstanding

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	19,999,000	19,999,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	100,000,000	100,000,000
Common stock shares, issued	21,416,001	21,416,001
Common stock shares, outstanding	21,416,001	21,416,001
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
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

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
General and administrative	$ 19,672	$ 11,033
Professional fees	73,800	25,445
Licensing expense		2,500,000
Stock based compensation	348,289
Total operating expenses	441,761	2,536,478
Loss from operations	(441,761)	(2,536,478)
Other expense:
Interest expense	(5,489)
Gain from spinoff of assets and liabilities		120,725
Total other expense	(5,489)	120,725
Loss before provision for income taxes	(447,250)	(2,415,753)
Provision for income taxes
Net loss from continuing operations	(447,250)	(2,415,753)
Net loss from discontinued operations		(166,076)
Net loss	$ (447,250)	$ (2,581,829)
Loss per share, basic and diluted, from continuing operations	$ 0	$ (0.14)
Loss per share, basic and diluted, from discontinued operations		(0.01)
Loss per share, basic and diluted	$ 0	$ (0.15)
Weighted average shares outstanding, basic and diluted	21,416,001	17,719,642

STATEMENT OF CHANGES OF STOCKHO

STATEMENT OF CHANGES 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, 2020		$ 1,878	$ 3,253,525	$ (3,333,402)	$ (77,999)
Beginning balance, shares at Dec. 31, 2020	1,000	18,775,000
Common stock issued for services		$ 7	6,743		6,750
Common stock issued for services, shares		75,000
Common stock issued for debt conversion		$ 6	14,494		14,500
Common stock issued for debt conversion , shares		58,000
Common stock units sold for cash		$ 1	1,999		2,000
Common stock units sold for cash, shares		8,001
Shares cancelled – related party		$ (750)	750
Shares cancelled - related party, shares		(7,500,000)
Contributed capital – related party			100,100		100,100
Common stock issued for licensing agreement		$ 1,000	2,499,000		2,500,000
Common stock issued for licensing agreement, Shares		10,000,000
Net loss				(2,581,829)	(2,581,829)
Ending balance, value at Dec. 31, 2021		$ 2,142	5,876,611	(5,915,231)	(36,478)
Ending balance, shares at Dec. 31, 2021	1,000	21,416,001
Stock option expense			348,289		348,289
Net loss				(447,250)	(447,250)
Ending balance, value at Dec. 31, 2022		$ 2,142	$ 6,224,900	$ (6,362,481)	$ (135,439)
Ending balance, shares at Dec. 31, 2022	1,000	21,416,001

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (447,250)	$ (2,581,829)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	348,289
Stock issued for licensing agreement		2,500,000
Loss from discontinued operations		166,076
Changes in Operating Assets and Liabilities:
Accounts payable and accruals	35,827	13,853
Operating activities from discontinued operations		(198,613)
Net cash used by operating activities	(63,134)	(100,513)
Cash flows from Investing activities:
Cash flows from Financing activities:
Proceeds from loans - related party	27,643	22,625
Contributed capital – related party		100,100
Proceeds from sale of common stock		2,000
Proceeds from loans payable	52,630
Financing activities from discontinued operations		(24,212)
Net cash provided by financing activities	80,273	100,513
Net change in cash	17,139
Cash, beginning of year
Cash, end of year	17,139
Cash Paid For:
Cash paid for interest
Cash paid for taxes

DESCRIPTION OF BUSINESS AND HIS

DESCRIPTION OF BUSINESS AND HISTORY	12 Months Ended
	Dec. 31, 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 driving growth for Brands through effective digital interactions within current and new communities. The Company’s proprietary technology, the Digital Engagement Engine, utilizes a combination of automation, unique data management, and a modern workflow built on a microservices architecture to achieve greater reach and lift for content providers. 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 Series A 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022 and 2021, there are no Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no 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	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN The accompanying 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 no current source of revenue and an accumulated deficit of $ 6,362,481

NOTE PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2022
Note Payable
NOTE PAYABLE	NOTE 4 – NOTE PAYABLE On May 19, 2022, the Company issued a note payable for $ 10,000 6 372 On May 20, 2022, the Company issued a note payable for $ 10,000 6 370 On June 10, 2022, the Company issued a note payable for $ 7,630 10 426 On October 18, 2022, the Company issued a note payable for $ 25,000 8 405

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS During the year ended December 31, 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	12 Months Ended
	Dec. 31, 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	12 Months Ended
	Dec. 31, 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: Schedule of assumptions for fair value 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 — On November 16, 2022, the Company entered into an Employment Agreement with Jim Kellogg, which granted Mr. Kellogg options to purchase 300,000 restricted shares of the Company’s common stock at a strike price of $0.10 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 300,000 Share price $ 0.10 Exercise Price $ 0.10 Term 10 Volatility 197.68 % Risk Free Interest Rate 3.67 % 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 year ended December 31, 2022, is as follows: Schedule of options activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 2,030,000 $ 0.36 10 $ — Expired (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 1,780,000 $ 0.35 9.81 $ — Exercisable at December 31, 2022 1,190,000 $ 0.32 9.81 $ — Schedule of stock options activity number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.10 0.39 1,780,000 9.38 $ 0.31

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 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: Schedule of common stock outstanding roll forward 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 December 31, 2022 153,503 $ 0.25 6.43 $ — Exercisable at December 31, 2022 153,503 $ 0.25 6.17 $ — Schedule of weighted average number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.25 153,503 5.92 $ 0.25

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 Net deferred tax assets consist of the following components as of December 31: Schedule of components of income tax expense 2022 2021 Federal income tax benefit attributable to: Current operations $ 94,000 $ 529,000 Less: valuation allowance (94,000 ) (529,000 ) Net provision for Federal income taxes $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: Schedule of deferred tax assets and liabilities 2022 2021 Deferred Tax Assets: NOL Carryover $ 1,336,000 $ 1,242,000 Less valuation allowance (1,336,000 ) (1,242,000 ) Net deferred tax assets $ — $ — At December 31, 2022, the Company had net operating loss carry forwards of approximately $ 2,776,000 Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 10 - 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 year ended December 31, 2021, have been reflected as discontinued operations in the statements of operations, and consist of the following. Schedule of discontinued operations For year ended Revenue - discontinued operations $ 515,500 Cost of revenue - discontinued operations 322,820 Gross margin 192,680 Expenses of discontinued operations: General and administrative 268,206 Professional fees 63,730 Interest expense 26,821 Total expenses of discontinued operations 358,757 Net loss from discontinued operations $ (166,077 )

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – 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 other than the following. On February 1, 2023, the Company entered into an Advisor Agreement with Greg Shockey, which supersedes his previous Advisor Agreement with the Company, whereby, in exchange for business development and strategy consulting, investor relations, and facilitating meetings with targeted investors, as well as other services, the Company agreed to issue Greg Shockey options to purchase 60,000 1,200,000 On February 1, 2023, Peter Hager was appointed as the Company’s President and Chief Executive Officer. Mr. Hager was granted options to purchase 6,400,000 0.06 400,000 6,000,000 500,000 1,000,000 On February 1, 2023, Thomas Spruce was appointed as the Company’s Secretary and Chief Operations Officer. Mr. Spruce was granted options to purchase 1,750,000 0.06 250,000 1,500,000 125,000 250,000 On March 23, 2023, the Company terminated an Advisory Agreement dated April 12, 2022 with Danijella Dragas, a third-party service provider.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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
Basic and Diluted Earnings Per Share	Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022 and 2021, there are no
Stock-based Compensation	Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.
Fair value of financial instruments	Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no
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)	12 Months Ended
	Dec. 31, 2022
Options
Schedule of assumptions for fair value	Schedule of assumptions for fair value 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 — On November 16, 2022, the Company entered into an Employment Agreement with Jim Kellogg, which granted Mr. Kellogg options to purchase 300,000 restricted shares of the Company’s common stock at a strike price of $0.10 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 300,000 Share price $ 0.10 Exercise Price $ 0.10 Term 10 Volatility 197.68 % Risk Free Interest Rate 3.67 % Dividend rate —
Schedule of options activity	Schedule of options activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 2,030,000 $ 0.36 10 $ — Expired (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 1,780,000 $ 0.35 9.81 $ — Exercisable at December 31, 2022 1,190,000 $ 0.32 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 $ 0.10 0.39 1,780,000 9.38 $ 0.31

WARRANTS (Tables)

WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2022
Warrants
Schedule of common stock outstanding roll forward	Schedule of common stock outstanding roll forward 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 December 31, 2022 153,503 $ 0.25 6.43 $ — Exercisable at December 31, 2022 153,503 $ 0.25 6.17 $ —
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 5.92 $ 0.25

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense	Schedule of components of income tax expense 2022 2021 Federal income tax benefit attributable to: Current operations $ 94,000 $ 529,000 Less: valuation allowance (94,000 ) (529,000 ) Net provision for Federal income taxes $ — $ —
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities 2022 2021 Deferred Tax Assets: NOL Carryover $ 1,336,000 $ 1,242,000 Less valuation allowance (1,336,000 ) (1,242,000 ) Net deferred tax assets $ — $ —

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of discontinued operations	Schedule of discontinued operations For year ended Revenue - discontinued operations $ 515,500 Cost of revenue - discontinued operations 322,820 Gross margin 192,680 Expenses of discontinued operations: General and administrative 268,206 Professional fees 63,730 Interest expense 26,821 Total expenses of discontinued operations 358,757 Net loss from discontinued operations $ (166,077 )

DESCRIPTION OF BUSINESS AND H_2

DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - USD ($)				12 Months Ended
	Oct. 09, 2021	Jul. 23, 2021	Jul. 02, 2021	Dec. 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			Series A 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

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Number of diluted shares	0	0
Unrecognized tax benefits	$ 0	$ 0

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 6,362,481	$ 5,915,231

NOTE PAYABLE (Details Narrative

NOTE PAYABLE (Details Narrative) - USD ($)	Oct. 18, 2022	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				$ 372
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			$ 370
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		$ 426
Third Party 4 [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Notes payble	$ 25,000
Intrest rate	8%
Interest accrued	$ 405

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Due to related party	$ 50,268	$ 22,625
Forty 7 Select Holdings L L C [Member]
Due from Related Parties	27,643
Due to related party	$ 50,268

PREFERRED STOCK (Details Narrat

PREFERRED STOCK (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	19,999,000	19,999,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, par value	$ 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 (Details)

OPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 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 4 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
Dividend rate
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%
Dividend rate
Options 3 [Member]
Class of Warrant or Right [Line Items]
Options	300,000
Share price	$ 0.10
Exercise Price	$ 0.10
Warrant term	10 years
Volatility	197.68%
Risk Free Interest Rate	3.67%
Dividend rate

OPTIONS (Details 1)

OPTIONS (Details 1)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Options
Number of warrants outstanding at beginning
Number of warrants, granted	2,030,000
Weighted average exercise price, granted | $ / shares	$ 0.36
Weighted average remaining contract term, granted	10 years
Number of warrants, expired	(250,000)
Number of warrants, exercised
Number of warrants outstanding at ending	1,780,000
Weighted average exercise pricec at ending | $ / shares	$ 0.35
Weighted average remaining contract term at ending	9 years 9 months 21 days
Number of options exercisable (in shares)	1,190,000
Weighted average exercise price exercisable | $ / shares	$ 0.32
Weighted average remaining contract term, exercisable	9 years 9 months 21 days

OPTIONS (Details 2)

OPTIONS (Details 2) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants and rights outstanding, term	6 years 5 months 4 days	6 years 11 months 1 day	7 years 11 months 19 days
Options Held [Member]
Class of warrant or right, outstanding	1,780,000
Warrants and rights outstanding, term	9 years 4 months 17 days
Weighted average exercise price	$ 0.31
Minimum [Member] | Options Held [Member]
Exercise Price	0.10
Maximum [Member] | Options Held [Member]
Exercise Price	$ 0.39

WARRANTS (Details)

WARRANTS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants
Number of warrants outstanding at beginning	153,503	150,836
Weighted average exercise price at beginning	$ 0.25	$ 0.25
Weighted average remaining contract term at beginning	6 years 11 months 1 day	7 years 11 months 19 days
Number of warrants outstanding, granted		2,667
Weighted average exercise price, granted		$ 0.25
Weighted average remaining contract term, granted		5 years
Number of warrants outstanding outstanding at ending	153,503	153,503
Weighted average exercise price at ending	$ 0.25	$ 0.25
Weighted average remaining contract term at ending	6 years 5 months 4 days	6 years 11 months 1 day
Number of warrants exercisable	153,503
Weighted average exercise price exercisable	$ 0.25
Weighted average remaining contract term, exercisable	6 years 2 months 1 day

WARRANTS (Details 1)

WARRANTS (Details 1) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Weighted average remaining contractual life (years)	6 years 5 months 4 days	6 years 11 months 1 day	7 years 11 months 19 days
Warrant [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 0.25
Number of shares outstanding	153,503
Weighted average remaining contractual life (years)	5 years 11 months 1 day
Weighted average exercise price	$ 0.25

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal income tax benefit attributable to:
Current operations	$ 94,000	$ 529,000
Less: valuation allowance	(94,000)	(529,000)
Net provision for Federal income taxes

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
NOL Carryover	$ 1,336,000	$ 1,242,000
Less valuation allowance	(1,336,000)	(1,242,000)
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Federal income tax rate	21%
Net operating loss carry forwards	$ 2,776,000

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Revenue - discontinued operations	$ 515,500
Cost of revenue - discontinued operations	322,820
Gross margin	192,680
Expenses of discontinued operations:
General and administrative	268,206
Professional fees	63,730
Interest expense	26,821
Total expenses of discontinued operations	358,757
Net loss from discontinued operations	$ (166,077)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - $ / shares	Apr. 01, 2023	Feb. 01, 2023
Chief Executive Officer [Member]
Subsequent Event [Line Items]
Options grants to purchase		6,400,000
Exercise price		$ 0.06
Vesting shares	1,000,000	400,000
Remaining for vesting		6,000,000
Installments shares		500,000
Chief Operations Officer [Member]
Subsequent Event [Line Items]
Options grants to purchase		1,750,000
Exercise price		$ 0.06
Vesting shares	250,000	250,000
Remaining for vesting		1,500,000
Installments shares		125,000
Greg Shockey [Member]
Subsequent Event [Line Items]
Common stock restricted shares to purchase		60,000
Additional restricted common stock		1,200,000