Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Cover [Abstract] | |
Entity Registrant Name | NOVUSTERRA INC. |
Entity Central Index Key | 0001831114 |
Document Type | S-1/A |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | FL |
Entity Tax Identification Number | 85-3129871 |
Entity Address Address Line 1 | 12175 Visionary Way |
Entity Address Address Line 2 | Suite 420 |
Entity Address City Or Town | Fishers |
Entity Address State Or Province | IN |
Entity Address Postal Zip Code | 46038 |
City Area Code | 317 |
Local Phone Number | 537-0270 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 38,766 | $ 18,804 | $ 186,106 |
Accounts receivable | 0 | 27,000 | 0 |
Prepaid expenses | 50,783 | 54,003 | 50,000 |
Total current assets | 89,549 | 99,807 | 236,106 |
Non-current assets: | |||
Intangible assets | 1,990,620 | 2,026,167 | 2,168,355 |
Operating lease right-of-use asset | 383,348 | 394,404 | 437,352 |
Total non-current assets | 2,373,968 | 2,420,571 | 2,605,707 |
Total Assets | 2,463,517 | 2,520,378 | 2,841,813 |
Current liabilities: | |||
Accounts payables | 31,308 | 10,342 | 0 |
Accrued expenses | 31,200 | 36,200 | 0 |
Accrued interest | 59,900 | 49,299 | 6,022 |
Other current liabilities | 657,749 | 573,147 | 257,327 |
Convertible debt, net of $365 and $8,668 discount | 249,635 | 241,332 | 208,029 |
Current portion of operating lease liabilities | 43,937 | 43,162 | 40,165 |
Total current liabilities | 1,073,729 | 953,482 | 511,543 |
Operating lease liabilities, less current portion | 348,947 | 360,177 | 403,339 |
Total liabilities | 1,422,676 | 1,313,659 | 914,882 |
Stockholders' Equity (Deficit) | |||
Preferred stock - no par value; 400,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 | 0 |
Class A Common stock - no par value; 2,600,000,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; 14,482,430 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2,590,776 | 2,590,776 | 2,590,776 |
Additional paid-in capital | 19,800 | 19,800 | 0 |
Accumulated deficit | (1,569,735) | (1,403,857) | (663,845) |
Total stockholders' equity | 1,040,841 | 1,206,719 | 1,926,931 |
Total Liabilities and Stockholders' Equity | $ 2,463,517 | $ 2,520,378 | $ 2,841,813 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Balance Sheets | |||
Net of debt discount | $ 365 | $ 8,668 | $ 41,971 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares issued outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0 | $ 0 | |
Common stock, shares authorized | 2,600,000,000 | 2,600,000,000 | 2,600,000,000 |
Common stock, shares issued | 14,482,430 | 14,482,430 | 14,482,430 |
Common stock, shares outstanding | 14,482,430 | 14,482,430 | 14,482,430 |
Condensed Statements of Operati
Condensed Statements of Operations Unaudited - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||||
Consulting services revenue | $ 24,185 | $ 0 | $ 27,000 | $ 0 |
Total revenue | 24,185 | 0 | 27,000 | 0 |
Cost of Sales: | ||||
Consulting fees expense | 21,750 | 0 | 15,000 | 0 |
Total cost of sales | 21,750 | 0 | 15,000 | 0 |
Gross Profit | 2,435 | 0 | 12,000 | 0 |
Operating expense: | ||||
General and administrative | 149,409 | 143,899 | 675,432 | 339,186 |
Total operating expense | 149,409 | 143,899 | 675,432 | 339,186 |
Loss from operations | (146,974) | (143,899) | (663,432) | (339,186) |
Other expense: | ||||
Interest expense | (18,904) | (20,940) | (76,580) | (14,051) |
Total other expense, net | (18,904) | (20,940) | (76,580) | (14,051) |
Loss before provision for income taxes | (165,878) | (164,839) | (740,012) | (353,237) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net loss | $ (165,878) | $ (164,839) | $ (740,012) | $ (353,237) |
Loss per share:Basic and diluted | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.03) |
Weighted average number of common shares outstanding:Basic and diluted | 14,482,430 | 14,482,430 | 14,482,430 | 11,917,842 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Equity (Deficit) Unaudited - USD ($) | Total | Additional Paid-In Capital | Accumulated Deficit | Common Stock A |
Balance, shares at Dec. 31, 2021 | 10,481,347 | |||
Balance, amount at Dec. 31, 2021 | $ 490,751 | $ 0 | $ (310,608) | $ 801,359 |
Common stock issued for license agreement, shares | 4,000,000 | |||
Common stock issued for license agreement, amount | 1,784,000 | 0 | 0 | $ 1,784,000 |
Common stock issued for service, shares | 1,083 | |||
Common stock issued for service, amount | 5,417 | 0 | 0 | $ 5,417 |
Net income (loss) | (353,237) | 0 | (353,237) | $ 0 |
Stock based compensation | 5,417 | |||
Balance, shares at Dec. 31, 2022 | 14,482,430 | |||
Balance, amount at Dec. 31, 2022 | 1,926,931 | 0 | (663,845) | $ 2,590,776 |
Net income (loss) | (164,839) | 0 | (164,839) | $ 0 |
Balance, shares at Mar. 31, 2023 | 14,482,430 | |||
Balance, amount at Mar. 31, 2023 | 1,762,092 | 0 | (828,684) | $ 2,590,776 |
Balance, shares at Dec. 31, 2022 | 14,482,430 | |||
Balance, amount at Dec. 31, 2022 | 1,926,931 | 0 | (663,845) | $ 2,590,776 |
Net income (loss) | (740,012) | 0 | (740,012) | 0 |
Stock based compensation | 19,800 | 19,800 | 0 | $ 0 |
Balance, shares at Dec. 31, 2023 | 14,482,430 | |||
Balance, amount at Dec. 31, 2023 | 1,206,719 | 19,800 | (1,403,857) | $ 2,590,776 |
Net income (loss) | (165,878) | 0 | (165,878) | $ 0 |
Balance, shares at Mar. 31, 2024 | 14,482,430 | |||
Balance, amount at Mar. 31, 2024 | $ 1,040,841 | $ 19,800 | $ (1,569,735) | $ 2,590,776 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows | ||||
Net Loss | $ (165,878) | $ (164,839) | $ (740,012) | $ (353,237) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of right to use asset | 11,056 | 10,551 | 42,948 | 41,017 |
Stock based compensation | 19,800 | 5,417 | ||
Amortization of intangible assets | 35,547 | 35,547 | 142,188 | 65,866 |
Accretion of debt discount | 8,303 | 8,212 | 33,303 | 8,029 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 27,000 | 0 | (27,000) | 0 |
Prepaid expenses | 3,220 | (18,445) | (4,003) | (50,000) |
Accounts payable | 20,966 | 0 | 10,342 | (7,699) |
Accrued expenses | (5,000) | 0 | 36,200 | 0 |
Accrued interest | 10,601 | 12,728 | 43,277 | 6,022 |
Other current liabilities | 84,602 | 43,681 | 315,820 | 111,393 |
Operating lease liabilities | (10,455) | (9,722) | (40,165) | (37,325) |
Net cash provided by (used in) operating activities | 19,962 | (82,287) | (167,302) | (210,517) |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible debt | 0 | 250,000 | ||
Debt Discount on issuance of convertible debt | 0 | (50,000) | ||
Net cash provided by financing activities | 0 | 200,000 | ||
Net increase (decrease) in cash and cash equivalents | 19,962 | (82,287) | (167,302) | (10,517) |
Cash - beginning of period | 18,804 | 186,106 | 186,106 | 196,623 |
Cash - end of period | 38,766 | 103,819 | 18,804 | 186,106 |
Supplemental disclosure of cash flow information: | ||||
Interest paid | $ 0 | $ 0 | 0 | 14,051 |
Non-cash investing and financing activities: | ||||
Common Stock issued for intangible assets | $ 0 | $ 1,784,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Novusterra, Inc., (the “Company”) was incorporated on September 21, 2020 in the State of Florida. The Company began its operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes. During 2021, the Company changed its main operations from the plan to build a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology currently owned by ARC. On March 19, 202 1 the Company held a special stockholders meeting with the majority approving a resolution to sign two agreements with American Resources Corp (ARC) currently trading on the NASDAQ under the stock symbol “AREC” . The first agreement was to issue ARC 10,000,000 Class B shares and 5,700,000 Class A shares of the Company, comprising 51.14% of ownership and 87.57% of voting power of the Company in exchange for ARC using the Company to build a Graphene Manufacturing Operation using certain technology to which ARC has sublicense d to the Company. The second agreement is a Graphene Development Agreement with ARC that provided us with a nonexclusive sublicense from ARC (the “Sublicense”). The Sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to a separate License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts as a raw material. Pursuant to the agreement, we agreed to raise funds to develop and market Graphene made through this Sublicensed patented technology . Due to this agreement , the Company change d its main operations from a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology of the Sublicense with ARC . The agreement also provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business activity. On August 30, 202 2 , the Company entered into a purchase agreement for the exclusive rights of the above mentioned patent ed technology which ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC an additional 4,000,000 common shares of the Company. Pursuant to the acquisition of the Exclusive Rights, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC . | NOTES TO FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Novusterra, Inc., (the “Company”) was incorporated on September 21, 2020 in the State of Florida. The Company began its operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes. During 2021, the Company changed its main operations from the plan to build a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology currently owned by ARC. On March 19, 2021 the Company held a special stockholders meeting with the majority approving a resolution to sign two agreements with American Resources Corp (ARC) currently trading on the NASDAQ under the stock symbol “AREC”. The first agreement was to issue ARC 10,000,000 Class B shares and 5,700,000 Class A shares of the Company, comprising 51.14% of ownership and 87.57% of voting power of the Company in exchange for ARC using the Company to build a Graphene Manufacturing Operation using certain technology to which ARC has sublicensed to the Company. The second agreement is a Graphene Development Agreement with ARC that provided us with a nonexclusive sublicense from ARC (the “Sublicense”). The Sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to a separate License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts as a raw material. Pursuant to the agreement, we agreed to raise funds to develop and market Graphene made through this Sublicensed patented technology. Due to this agreement, the Company changed its main operations from a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology of the Sublicense with ARC. The agreement also provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business activity. On August 30, 2022, the Company entered into a purchase agreement for the exclusive rights of the above mentioned patented technology which ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC an additional 4,000,000 common shares of the Company. Pursuant to the acquisition of the Exclusive Rights, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representation of the Company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United State of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. Basis of Presentation and Consolidation The accounting and reporting policies of the Company are in accordance with GAAP, which is based on the accrual method of accounting. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, patents and trademarks, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates. Advertising Expense Advertising costs are expensed as incurred. There were no advertising expenses for the three months period ended March 31, 2024 and 2023. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at March 31, 2024 and December 31, 2023, and the Company’s balances didn’t exceed federally insured limits of $250,000 at March 31, 2024 and December 31, 2023. Accounts Receivable The Company’s accounts receivables are stated at invoice amounts less an allowance for expected credit losses. The Company adopted FASB ASU 2016-13 – Financial Instruments – Credit Losses (“ASU 2016-13”) as of January 1, 2024. In accordance with ASU 2016-13, the Company recognizes credit losses based on forward-looking current expected credit losses (“CECL”). The Company estimates the allowance for expected credit losses by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, the client’s ability to pay its obligation, and the current and future condition of the general economy and industry as a whole. The Company determines terms and conditions for its customers based on volume transacted by the customer, customer creditworthiness and past transaction history. The allowance for credit losses is recognized in the condensed statements of operations. The uncollectible accounts receivable are written off in the period in which a determination is made that all reasonable means of recovering them have been exhausted. At March 31, 2024 and December 31, 2023, there was no allowance for expected credit losses. The Company does not have any off-balance sheet exposure related to its customers. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Financial Statements. Revenue Recognition The Company adopted FASB ASC 606 as of January 1, 2022. In accordance with FASB ASC 606 - Revenue from Contracts with Customers (“ASC 606”), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when the performance obligation in the contract is satisfied. Contracts with Customers and Performance Obligations Currently, our revenue is the result of consulting services derived from contracts with customers. The services promised in the contracts primarily consist of various consulting services performed and certain deliverables provided to the customer related to the development of graphene. Contracts with each customer state the terms of the services, including the description and price of each service or deliverable to be provided. Payment terms are stated in the contract, primarily in the form of a fixed payment amount per service or deliverable. Since the customer contract lists a fixed payment per service or deliverable, the contracts do not contain variable consideration. We invoice our customers as soon as the service or deliverable is provided, and a receivable is established. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the services and deliverables promised in our contracts with customers. We then identify the performance obligations to transfer distinct services or deliverables to the customer. In order to identify performance obligations, we consider all the services or deliverables promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Our performance obligations are primarily satisfied over time as we provide services or provide deliverables. Revenue from services and deliverables transferred to customers over time accounted for 100% of net sales for the three months period ended March 31, 2024. There was no revenue generated during the three months period ended March 31, 2023. For the three months period ended March 31, 2024 and 2023, our contracts do not contain any unsatisfied performance obligations. Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. As of March 31, 2024 and December 31, 2023, the Company believes that the carrying value of financial assets and liabilities approximate fair value due to the short maturity of these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis. Convertible Debt In accordance with ASC 470-20, Debt with Conversion and Other Features, the Company accounts for its convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, this guidance requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. Leases In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating leases for the Company’s corporate offices, and warehouse. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for operating leases is included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the balance sheet. The Company recognizes operating lease costs on a straight-line basis over the lease term for short term leases. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company, recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the 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 the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. 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 asset will not be realized. Management believes that the Company’s income tax filing positions would be sustained on audit and does not anticipate any adjustments that will result in a material change. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. Related Party Transactions In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the previously mentioned parties. Transactions with related parties are reviewed and approved by the directors of the Company. Stock-based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective service periods of the grantee. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. The Company had no stock-based compensation for the three months period ended March 31, 2024 and 2023, respectively. If there was stock-based compensation, it would be included in general and administrative expense. Reclassifications Reclassifications have been made to conform with current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Recently Adopted Pronouncements Financial Instruments – Credit Losses Fair Value Measurement | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representation of the Company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United State of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. Basis of Presentation and Consolidation The accounting and reporting policies of the Company are in accordance with GAAP, which is based on the accrual method of accounting. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, patents and trademarks, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates. Advertising Expense Advertising costs are expensed as incurred. There were no advertising expenses for the years ended December 31, 2023 and 2022. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at December 31, 2023 and 2022, and the Company’s balances didn’t exceed federally insured limits of $250,000 at December 31, 2023 and 2022. Accounts Receivable Accounts receivables are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers based on volume transacted by the customer, customer creditworthiness and past transaction history. At December 31, 2023 and 2022, there was no allowance for doubtful accounts. The Company does not have any off-balance sheet exposure related to its customers. Revenue Recognition The Company adopted FASB ASC 606 as of January 1, 2022. In accordance with FASB ASC 606 - Revenue from Contracts with Customers (“ASC 606”), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when the performance obligation in the contract is satisfied. Contracts with Customers and Performance Obligations Currently, our revenue is the result of consulting services derived from contracts with customers. The services promised in the contracts primarily consist of various consulting services performed and certain deliverables provided to the customer related to the development of graphene. Contracts with each customer state the terms of the services, including the description and price of each service or deliverable to be provided. Payment terms are stated in the contract, primarily in the form of a fixed payment amount per service or deliverable. Since the customer contract lists a fixed payment per service or deliverable, the contracts do not contain variable consideration. We invoice our customers as soon as the service or deliverable is provided, and a receivable is established. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the services and deliverables promised in our contracts with customers. We then identify the performance obligations to transfer distinct services or deliverables to the customer. In order to identify performance obligations, we consider all the services or deliverables promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Our performance obligations are primarily satisfied over time as we provide services or provide deliverables. Revenue from services and deliverables transferred to customers over time accounted for 100% of net sales for the year ended December 31, 2023. There was no revenue generated during 2022. As of December 31, 2023 and 2022, our contracts do not contain any unsatisfied performance obligations. Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. As of December 31, 2023 and 2022, the Company believes that the carrying value of financial assets and liabilities approximate fair value due to the short maturity of these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis. Convertible Debt In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity. The above accounting standard updates simply the accounting for convertible debt and other equity-linked instruments by eliminating the cash conversion and beneficial feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. This guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2021. The Company has entered into convertible debt arrangements on October 4, 2022 and has recorded and disclosed these arrangements in accordance with the above stated standards. Leases In accordance with ASC 842, Leases ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Under the asset and liability method prescribed under ASC 740, Income Taxes The Company filed its tax returns for the periods ended December 31, 2021 and 2022. The tax return for the period ended December 31, 2023 is currently under extension. Management believes that the Company’s income tax filing positions would be sustained on audit and does not anticipate any adjustments that will result in a material change. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. Related Party Transactions In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the previously mentioned parties. Transactions with related parties are reviewed and approved by the directors of the Company. Stock-based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective service periods of the grantee. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. The Company had stock-based compensation of $19,800 and $5,417 for the years ending December 31, 2023 and 2022, respectively. All stock-based compensation has been included in general and administrative expense. Reclassifications Reclassifications have been made to conform with current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Recently Adopted Pronouncements · Fair Value Measurements In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. We adopted this guidance as of January 1, 2022, and other than any additional disclosures presented, it did not have a significant impact on the Company’s financial statements and related disclosures. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
INTANGIBLE ASSETS | ||
INTANGIBLE ASSETS | 3. INTANGIBLE ASSETS Intangible assets consisted of the following: Effective Date End Date March 31, 2024 December 31, 2023 Sub license (Non-Exclusive) March 31, 2021 August 31, 2038 $ 471,000 $ 471,000 Sub license (Exclusive) August 30, 2022 August 31, 2038 $ 1,784,000 $ 1,784,000 Less – accumulated amortization (264,380 ) (228,833 ) Total intangible assets, net $ 1,990,620 $ 2,026,167 On March 19, 2021, the Company executed two agreements with ARC in exchange for 5,233,332 Class A shares of the Company. Based on a recent sale of equity at $0.09 per share, these shares were valued at $471,000 and the entire amount is classified as intangible assets. On August 30, 2022, the Company entered into an another agreement with ARC in exchange for an additional 4,000,000 shares of the Company. Based on an independent 409a valuation of the Company as of August 30, 2022, these shares were valued at $1,784,000, or $0.446 per share, and the entire amount is classified as intangible assets. With this agreement, the Company has obtained the exclusive rights of the patented technology which was licensed in the previous transactions. The independent company performing the 409a valuation utilized the fair value standard set forth by FASB ASC 820 – Fair Value Measurements and Disclosures, defined as the amount at which the liability could be incurred in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The fair value of the sub license was based on quoted prices for similar assets in active markets or inputs that are observable which represent Level 2 measurements within the fair value hierarchy. Fair value is the price, in terms of cash or equivalent, that a buyer could reasonably expect to pay, and a seller could reasonably be expected to accept, if the business were exposed for sale on the open market for a reasonable period. Amortization expense was $35,547 for the three months period ended March 31, 2024 and 2023, respectively. Future amortization expense of intangible assets is as follows: Years ending December 31, Amount 2024 (9 months remaining) $ 106,640 2025 142,187 2026 142,187 2027 142,187 2028 142,187 Thereafter 1,315,232 Total $ 1,990,620 | 3. INTANGIBLE ASSETS Intangible assets consisted of the following: Effective Date End Date December 31, 2023 December 31, 2022 Sub license (Non-Exclusive) March 31, 2021 August 31, 2038 $ 471,000 $ 471,000 Sub license (Exclusive) August 30, 2022 August 31, 2038 $ 1,784,000 $ 1,784,000 Less – accumulated amortization (228,833 ) (86,645 ) Total intangible assets, net $ 2,026,167 $ 2,168,355 On March 19, 2021, the Company executed two agreements with ARC in exchange for 5,233,332 Class A shares of the Company. Based on a recent sale of equity at $0.09 per share, these shares were valued at $471,000 and the entire amount is classified as intangible assets. On August 30, 2022, the Company entered into an another agreement with ARC in exchange for an additional 4,000,000 shares of the Company. Based on an independent 409a valuation of the Company as of August 30, 2022, these shares were valued at $1,784,000, or $0.446 per share, and the entire amount is classified as intangible assets. With this agreement, the Company has obtained the exclusive rights of the patented technology which was licensed in the previous transactions. The independent company performing the 409a valuation utilized the fair value standard set forth by FASB ASC 820 – Fair Value Measurements and Disclosures, defined as the amount at which the liability could be incurred in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The fair value of the sub license was based on quoted prices for similar assets in active markets or inputs that are observable which represent Level 2 measurements within the fair value hierarchy. Fair value is the price, in terms of cash or equivalent, that a buyer could reasonably expect to pay, and a seller could reasonably be expected to accept, if the business were exposed for sale on the open market for a reasonable period. Amortization expense was $142,188 and $65,866 for the years ended December 31, 2023 and 2022, respectively. Future amortization expense of intangible assets is as follows: Years ending December 31, Amount 2024 $ 142,187 2025 142,187 2026 142,187 2027 142,187 2028 142,187 Thereafter 1,315,232 Total $ 2,026,167 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
CONVERTIBLE DEBT | ||
CONVERTIBLE DEBT | 4. CONVERTIBLE DEBT On or about October 4, 2022, the Company issued a convertible promissory note to Westside Advisors LLC for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4, 2024. During the three months period ended March 31, 2024, $29,950 of accrued interest and $24,818 of debt discount was expensed. During the three months period ended March 31, 2023, $9,375 of accrued interest and $8,120 of debt discount was expensed. On or about October 4, 2022, the Company issued a convertible promissory note to SAS Partners LLC for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024. During the three months period ended March 31, 2024, $29,950 of accrued interest and $24,818 of debt discount was expensed. During the three months period ended March 31, 2023, $9,375 of accrued interest and $8,120 of debt discount was expensed. At the election of the holder or upon a public listing of the Company’s common stock on a public exchange, the Note and all accrued interest shall immediately be converted into common stock of the Company at $4.00 per share or the same terms of the public offering. The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing the applicable dollar amount being converted in either case by the Conversion Price, $4.00 per share or the price of the public offering of the Company upon the occurrence of a public offering, whichever is more favorable for the holder. On April 4, 2024, Westside Advisors LLC and SAS Partners LLC agreed to waive all accrued interest for the above-noted convertible promissory notes and extend both notes until January 5th, 2025 for the issuance of a total of 2,000,000 warrants with a three-year expiration date and an exercise price of $0.10 per share. Such warrants will be distributable to the following grantees and warrant quantity. White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants A summary of the convertible debts and related discounts is below: March 31, 2024 December 31, 2023 Convertible debt $ 250,000 $ 250,000 Debt discount (365 ) (8,668 ) Net $ 249,635 $ 241,332 | 4. CONVERTIBLE DEBT On or about October 4, 2022, the Company issued a convertible promissory note to Westside Advisors LLC for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024. During the year ended December 31, 2023, $21,638 of accrued interest and $16,651 of debt discount was expensed. During the year ended December 31, 2022, $3,011 of accrued interest and $4,015 of debt discount was expensed. On or about October 4, 2022, the Company issued a convertible promissory note to SAS Partners LLC for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024. During the year ended December 31, 2023, $21,638 of accrued interest and $16,651 of debt discount was expensed. During the year ended December 31, 2022, $3,011 of accrued interest and $4,015 of debt discount was expensed. At the election of the holder or upon a public listing of the Company’s common stock on a public exchange, the Note and all accrued interest shall immediately be converted into common stock of the Company at $4.00 per share or the same terms of the public offering. The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing the applicable dollar amount being converted in either case by the Conversion Price, $4.00 per share or the price of the public offering of the Company upon the occurrence of a public offering, whichever is more favorable for the holder. On April 4, 2024, Westside Advisors LLC and SAS Partners LLC agreed to waive all accrued interest for the above-noted convertible promissory notes and extend both notes until January 5th, 2025 for the issuance of a total of 2,000,000 warrants with a three-year expiration date and an exercise price of $0.10 per share. Such warrants will be distributable to the following grantees and warrant quantity. White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants A summary of the convertible debts and related discounts is below: December 31, 2023 December 31, 2022 Convertible debt $ 250,000 $ 250,000 Debt discount (8,668 ) (41,971 ) Net $ 241,332 $ 208,029 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
OTHER CURRENT LIABILITIES | ||
OTHER CURRENT LIABILITIES | 5. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: March 31, 2024 December 31, 2023 Consulting fees payable $ 23,750 $ 24,500 Directors’ fees payable 115,002 107,002 Officers’ salaries payable 343,786 281,887 Rent payable 175,211 159,758 Total $ 657,749 $ 573,147 | 5. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: December 31, 2023 December 31, 2022 Consulting fees payable $ 24,500 $ 9,500 Directors’ fees payable 107,002 56,002 Officers’ salaries payable 281,887 93,500 Rent payable 159,758 98,325 Total $ 573,147 $ 257,327 |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
LOSS PER SHARE | ||
LOSS PER SHARE | 6. LOSS PER SHARE The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share,” which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Dilutive earnings per share is computed on the basis of the weighted average number of shares plus potentially dilutive common shares which would consist of stock options outstanding (using the treasury method), which was none since the Company had net losses and any additional potential shares would be antidilutive. The following table sets forth the computation of basic and diluted net income per common share: Three months period ending March 31, 2024 Three months period ending March 31, 2023 Net loss $ (165,878 ) $ (164,839 ) Dividends - - Adjusted net income (loss) attribution to stockholders $ (165,878 ) $ (164,839 ) Weighted-average shares of common stock outstanding Basic and Diluted 14,482,430 14,482,430 Net income (loss) attribute to shareholders per share Basic and Diluted $ (0.01 ) $ (0.01 ) | 6. EARNINGS PER SHARE The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share,” which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Dilutive earnings per share is computed on the basis of the weighted average number of shares plus potentially dilutive common shares which would consist of stock options outstanding (using the treasury method), which was none since the Company had net losses and any additional potential shares would be antidilutive. The following table sets forth the computation of basic and diluted net income per common share: Year Ended December 31, 2023 Year Ended December 31, 2022 Net loss $ (740,012 ) $ (353,237 ) Dividends - - Adjusted net income (loss) attribution to stockholders $ (740,012 ) $ (353,237 ) Weighted-average shares of common stock outstanding Basic and Diluted 14,482,430 11,917,842 Net income (loss) attribute to shareholders per share Basic and Diluted $ (0.05 ) $ (0.03 ) |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCKHOLDERS EQUITY | ||
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY The Company has 3,000,000,000 authorized shares of capital stock, which consists of (i)2,600,000,000shares of Class A common stock,at nopar value per share; and (ii) 400,000,000 shares of preferred stock, at no par value per share. The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared bythe Company’s Board of Directors from time to time. The Company has 14,482,430 Class A common stock outstanding as of March 31, 2024 and December 31, 2023, respectively. The Company did not have any employee stock compensation expense for the three months period ending March 31, 2024 and 2023, respectively. New Stock Option Issuances On August 30, 2023, the Company issued employee stock options to various executives, contractors and board members. The options provide the option to purchase 1,800,000 Class A Common shares at a price of $0.446. The options vest immediately and expire on August 30, 2033. The Company uses the Black Scholes option pricing model to value its options. The significant inputs are as follows: March 31, 2024 Expected Dividend Yield 0.00 % Expected Volatility 117.40 % Risk-free rate 5.00 % Expected life of options 0.003 Company Options: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life in Years Aggregate Intrinsic Value Outstanding – March 31, 2023 - - - - Exercisable (Vested) - March 31, 2023 - - - - Granted 1,800,000 $ 0.446 10 $ - Forfeited or Expired - - - - Exercised - - - - Outstanding – March 31, 2024 1,800,000 $ 0.446 9.4 $ - Exercisable (Vested) – March 31, 2024 1,800,000 $ 0.446 9.4 $ - | 7. STOCKHOLDERS’ EQUITY The Company has 3,000,000,000 authorized shares of capital stock, which consists of (i) 2,600,000,000 shares of Class A common stock, at no par value per share; and (ii) 400,000,000 shares of preferred stock, at no par value per share. The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by the Company’s Board of Directors from time to time. The Company has 14,482,430 Class A common stock outstanding as of December 31, 2023 and December 31, 2022, respectively. Employee stock compensation expense for the years ending December 31, 2023 and 2022 amounted to $19,800 and $5,417, respectively. On August 30, 2022, the Company issued an additional 4,000,000 Class A common stock shares to ARC valued at $1,784,000 in exchange for entering into another agreement. For additional information on this transaction, see note 3. Intangible Assets above. On March 8, 2022, the Company issued 1,083 Class A common stock shares to Farai Gundan valued at $5,417 for consulting service. New Stock Option Issuances On August 30, 2023, the Company issued employee stock options to various executives, contractors and board members. The options provide the option to purchase 1,800,000 Class A Common shares at a price of $0.446. The options vest immediately and expire on August 30, 2033. The Company uses the Black Scholes option pricing model to value its options. The significant inputs are as follows: December 31, 2023 Expected Dividend Yield 0.00 % Expected Volatility 117.40 % Risk-free rate 5.00 % Expected life of options 0.003 Company Options: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2022 - - - - Exercisable (Vested) - December 31, 2022 - - - - Granted 1,800,000 $ 0.446 10 $ - Forfeited or Expired - - - - Exercised - - - - Outstanding – December 31, 2023 1,800,000 $ 0.446 9.7 $ - Exercisable (Vested) – December 31, 2023 1,800,000 $ 0.446 9.7 $ - |
INCOME TAX PROVISION
INCOME TAX PROVISION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
INCOME TAX PROVISION | ||
INCOME TAX PROVISION | 8. INCOME TAX PROVISION The Company did not have a material income tax provision (benefit) because of net losses and valuation allowances against deferred income tax assets for the period ended March 31, 2024 and December 31, 2023. A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: Description 2023 Rate 2022 Rate Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 0.00 % 0.00 % Permanent differences for tax purposes and others 0.00 % 0.00 % Change in valuation allowance (21.00 )% (21.00 )% Effective tax rate 0.00 % 0.00 % The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Deferred tax assets: Net operating loss $ 329,644 $ 294,810 Other temporary differences 428 1,711 Total deferred tax assets 330,072 296,521 Less – valuation allowance (330,072 ) (296,521 ) Total deferred tax assets $ - $ - At March 31, 2024 and December 31, 2023, the Company had available net operating loss carryovers of approximately $1,567,197 and $1,401,319, respectively which have an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year’s net income. The Company has a deferred tax asset arising from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. | 8. INCOME TAX PROVISION The Company did not have a material income tax provision (benefit) because of net losses and valuation allowances against deferred income tax assets for the year ended December 31, 2023 and 2022. A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: Description 2023 Rate 2022 Rate Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 0.00 % 0.00 % Permanent differences for tax purposes and others 0.00 % 0.00 % Change in valuation allowance (21.00 )% (21.00 )% Effective tax rate 0.00 % 0.00 % The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Deferred tax assets: Net operating loss $ 294,810 $ 139,407 Other temporary differences 1,711 1,087 Total deferred tax assets 296,521 140,495 Less – valuation allowance (296,521 ) (140,495 ) Total deferred tax assets $ - $ - At December 31, 2023 and December 31, 2022, the Company had available net operating loss carryovers of approximately $1,401,319 and $661,307, respectively which have an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year’s net income. The Company has a deferred tax asset arising from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Related party balances consisted of the following: As of March 31, 2024 As of December 31, 2023 Convertible debt to Westside Advisors LLC $ 125,000 $ 125,000 Debt discount (182 ) (4,334 ) Convertible debt, net of debt discount $ 124,818 $ 120,666 The Company issued a convertible promissory note to Westside Advisors LLC. Mark Jensen is the CEO of American Resources Corporation (“ARC”) and the CEO of Westside Advisors LLC. Westside Advisors LLC and SAS Partners LLC agree to waive all accrued interest for the above-noted convertible promissory notes and extend both notes until January 5th, 2025 for the issuance of a total of 2,000,000 warrants with a three-year expiration date and an exercise price of $0.10 per share. Such warrants will be distributable to the following grantees and warrant quantity. Mark Jensen, Westside Advisors, LLC, and Steve Segal, SAS Partners, LLC, distributed the below warrants to these grantees as the respective grantee owners were all instrumental in executing the two agreements discussed below between ARC and the Company. White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants White River Ventures LLC is an Indiana based company controlled by Thomas Sauve. Thomas Sauve is the President of ARC. Midwest General Investment Company LLC is an Indiana based company controlled by Mark Jensen. Mark Jensen is the CEO of ARC. Liberty Hill Capital Management LLC is an Indiana based company controlled by Kirk Taylor. Kirk Taylor is the CFO of ARC. Homewood Holdings LLC is an Indiana based company controlled by Mark LaVerghetta. Mark LaVerghetta is the current Chairman on the Board of Directors for the Company. SAS Partners LLC is a Wyoming based company controlled by Steve Segal. None of the Officers or Directors are affiliated with the Company. Westside Advisors LLC is an Indiana based company controlled by Thomas Sauve and Mark Jensen. Thomas Sauve is the President of ARC and Mark Jensen is the CEO of ARC. The Company executed two agreements with ARC in exchange for 5,233,332 and 4,000,000 Class A shares respectively of Novusterra Inc. The Company received the rights to the sublicensed Patent Technology which ARC owned. As part of the agreements, the founder and major shareholder of the Company, Andrew Weeraratne, transferred 2,500,000 founder shares that he owned since September 24, 2020 to Westside Advisors LLC of which Mark Jensen is the CEO. At March 31, 2024, the Company did not have any accounts receivable due from a related party and there were no related party revenues for the three months period ended March 31, 2024. At December 31, 2023, the Company had $27,000 of accounts receivable due from a related party, ARC. The balance due to the Company relates to consulting services provided to ARC. The $27,000 of consulting services revenue is recorded in the statement of operations as revenue for the year ended December 31, 2023. There were no related party revenues for the three months period ended March 31, 2023. | 9. RELATED PARTY TRANSACTIONS Related party balances consisted of the following: As of December 31, 2023 As of December 31, 2022 Convertible debt to Westside Advisors LLC $ 125,000 $ 125,000 Debt discount (4,334 ) (20,985 ) Convertible debt, net of debt discount $ 120,666 $ 104,015 The Company issued a convertible promissory note to Westside Advisors LLC. Mark Jensen is the CEO of American Resources Corporation (“ARC”) and the CEO of Westside Advisors LLC. Westside Advisors LLC and SAS Partners LLC agree to waive all accrued interest for the above-noted convertible promissory notes and extend both notes until January 5th, 2025 for the issuance of a total of 2,000,000 warrants with a three-year expiration date and an exercise price of $0.10 per share. Such warrants will be distributable to the following grantees and warrant quantity. Mark Jensen, Westside Advisors, LLC, and Steve Segal, SAS Partners, LLC, distributed the below warrants to these grantees as the respective grantee owners were all instrumental in executing the two agreements discussed below between ARC and the Company. White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants White River Ventures LLC is an Indiana based company controlled by Thomas Sauve. Thomas Sauve is the President of ARC. Midwest General Investment Company LLC is an Indiana based company controlled by Mark Jensen. Mark Jensen is the CEO of ARC. Liberty Hill Capital Management LLC is an Indiana based company controlled by Kirk Taylor. Kirk Taylor is the CFO of ARC. Homewood Holdings LLC is an Indiana based company controlled by Mark LaVerghetta. Mark LaVerghetta is the current Chairman on the Board of Directors for the Company. SAS Partners LLC is a Wyoming based company controlled by Steve Segal. None of the Officers or Directors are affiliated with the Company. Westside Advisors LLC is an Indiana based company controlled by Thomas Sauve and Mark Jensen. Thomas Sauve is the President of ARC and Mark Jensen is the CEO of ARC. The Company executed two agreements with ARC in exchange for 5,233,332 and 4,000,000 Class A shares respectively of Novusterra Inc. The Company received the rights to the sublicensed Patent Technology which ARC owned. As part of the agreements, the founder and major shareholder of the Company, Andrew Weeraratne, transferred 2,500,000 founder shares that he owned since September 24, 2020 to Westside Advisors LLC of which Mark Jensen is the CEO. At December 31, 2023, the Company had $27,000 of accounts receivable due from a related party, ARC. The balance due to the Company relates to consulting services provided to ARC. The $27,000 of consulting services revenue is recorded in the statement of operations as revenue for the year ended December 31, 2023. As of December 31, 2022, there were no accounts receivable due from a related party and there were no revenues earned for the year ended December 31, 2022. No interest income is charged on these items. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has an operating lease for the Company’s corporate office and accounts for this lease in accordance with ASC 842. On April 29, 2021, the Company entered into a 120-month lease for its warehouse at $5,000 per month commencing June 1, 2021 and maturing May 31, 2031. On May 1, 2021, the signing of the lease resulted in the initial recognition of operating lease ROU asset of $501,459 and liability of $501,459. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The Company entered into the following operating facility lease: · Warehouse -On April 29, 2021, the Company entered into an operating facility lease for its warehouse located at1845 Highway 15 South, Suite 102, Hazard, KYwith 120 months term and option to extend. The lease started on June 1, 2021 and expires on May 31, 2031. In accordance with ASC 842, the components of lease expense were as follows: Three months period ending March 31, 2024 Three months period ending March 31, 2023 Operating lease expense $ 16,054 $ 16,054 Total lease expense $ 16,054 $ 16,054 In accordance with ASC 842, other information related to leases was as follows: Three months period ending March 31, 2024 Three months period ending March 31, 2023 Operating cash flows from operating leases $ 15,453 $ 15,225 Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities) $ 15,453 $ 15,225 Weighted-average remaining lease term—operating leases 7.2 Years 8.2 Years Weighted-average discount rate—operating leases 5 % 5 % In accordance with ASC 842, maturities of operating lease liabilities as of March 31, 2024 were as follows: For the years ending December 31, Operating Lease 2024 (9 months remaining) $ 46,901 2025 63,290 2026 64,239 2027 65,203 2028 66,181 Thereafter 163,938 Total undiscounted cash flows $ 469,752 Reconciliation of lease liabilities: Weighted-average remaining lease terms 7.2 Years Weighted-average discount rate 5 % Present values $ 392,884 Lease liabilities—current 43,937 Lease liabilities—long-term 348,947 Lease liabilities—total $ 392,884 Difference between undiscounted and discounted cash flows $ 76,868 Contingencies The Company is subject to various legal proceedings from time to time as part of its business. As of March 31, 2024 and December 31, 2023, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations. | 10. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has an operating lease for the Company’s corporate office and accounts for this lease in accordance with ASC 842. On April 29, 2021, the Company entered into a 120-month lease for its warehouse at $5,000 per month commencing June 1, 2021 and maturing May 31, 2031. On May 1, 2021, the signing of the lease resulted in the initial recognition of operating lease ROU asset of $501,459 and liability of $501,459. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The Company entered into the following operating facility leases: · Corporate office - On May 1, 2021, the Company entered into an operating facility lease for its corporate office located in 561 NE 79 Street, Suite 325, Miami, FL with a month-to-month term. The lease starts on May 1, 2021 for $200 per month. This lease was terminated, effective June 30, 2022. · Warehouse - On April 29, 2021, the Company entered into an operating facility lease for its warehouse located at 1845 Highway 15 South, Suite 102, Hazard, KY with 120 months term and option to extend. The lease started on June 1, 2021 and expires on May 31, 2031. In accordance with ASC 842, the components of lease expense were as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Operating lease expense $ 64,216 $ 64,216 Total lease expense $ 64,216 $ 64,216 In accordance with ASC 842, other information related to leases was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Operating cash flows from operating leases $ 61,433 $ 60,525 Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities) $ 61,433 $ 60,525 Weighted-average remaining lease term—operating leases 7.4 Years 8.4 Years Weighted-average discount rate—operating leases 5 % 5 % In accordance with ASC 842, maturities of operating lease liabilities as of December 31, 2023 were as follows: For the years ending December 31, Operating Lease 2024 $ 62,354 2025 63,290 2026 64,239 2027 65,203 2028 66,181 Thereafter 163,938 Total undiscounted cash flows $ 485,205 Reconciliation of lease liabilities: Weighted-average remaining lease terms 7.4 Years Weighted-average discount rate 5 % Present values $ 403,338 Lease liabilities—current 43,162 Lease liabilities—long-term 360,176 Lease liabilities—total $ 403,338 Difference between undiscounted and discounted cash flows $ 81,867 Contingencies The Company is subject to various legal proceedings from time to time as part of its business. As of December 31, 2023 and 2022, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
GOING CONCERN | ||
GOING CONCERN | 11. GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | 11. GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2024, up through the date the financial statements were available to be issued. During this period, other than the above noted modification to our convertible debt arrangements, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the three months period ended March 31, 2024. | 12. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2023, up through the date the financial statements were available to be issued. During this period, other than the above noted modification to our convertible debt arrangements, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the year ended December 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation and Consolidation | The accounting and reporting policies of the Company are in accordance with GAAP, which is based on the accrual method of accounting. | The accounting and reporting policies of the Company are in accordance with GAAP, which is based on the accrual method of accounting. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, patents and trademarks, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates. | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, patents and trademarks, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates. |
Advertising Expense | Advertising costs are expensed as incurred. There were no advertising expenses for the three months period ended March 31, 2024 and 2023. | Advertising costs are expensed as incurred. There were no advertising expenses for the years ended December 31, 2023 and 2022. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at March 31, 2024 and December 31, 2023, and the Company’s balances didn’t exceed federally insured limits of $250,000 at March 31, 2024 and December 31, 2023. | Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at December 31, 2023 and 2022, and the Company’s balances didn’t exceed federally insured limits of $250,000 at December 31, 2023 and 2022. |
Accounts Receivable | The Company’s accounts receivables are stated at invoice amounts less an allowance for expected credit losses. The Company adopted FASB ASU 2016-13 – Financial Instruments – Credit Losses (“ASU 2016-13”) as of January 1, 2024. In accordance with ASU 2016-13, the Company recognizes credit losses based on forward-looking current expected credit losses (“CECL”). The Company estimates the allowance for expected credit losses by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, the client’s ability to pay its obligation, and the current and future condition of the general economy and industry as a whole. The Company determines terms and conditions for its customers based on volume transacted by the customer, customer creditworthiness and past transaction history. The allowance for credit losses is recognized in the condensed statements of operations. The uncollectible accounts receivable are written off in the period in which a determination is made that all reasonable means of recovering them have been exhausted. At March 31, 2024 and December 31, 2023, there was no allowance for expected credit losses. The Company does not have any off-balance sheet exposure related to its customers. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Financial Statements. | Accounts receivables are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers based on volume transacted by the customer, customer creditworthiness and past transaction history. At December 31, 2023 and 2022, there was no allowance for doubtful accounts. The Company does not have any off-balance sheet exposure related to its customers. |
Revenue Recognition | The Company adopted FASB ASC 606 as of January 1, 2022. In accordance with FASB ASC 606 - Revenue from Contracts with Customers (“ASC 606”), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when the performance obligation in the contract is satisfied. Contracts with Customers and Performance Obligations Currently, our revenue is the result of consulting services derived from contracts with customers. The services promised in the contracts primarily consist of various consulting services performed and certain deliverables provided to the customer related to the development of graphene. Contracts with each customer state the terms of the services, including the description and price of each service or deliverable to be provided. Payment terms are stated in the contract, primarily in the form of a fixed payment amount per service or deliverable. Since the customer contract lists a fixed payment per service or deliverable, the contracts do not contain variable consideration. We invoice our customers as soon as the service or deliverable is provided, and a receivable is established. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the services and deliverables promised in our contracts with customers. We then identify the performance obligations to transfer distinct services or deliverables to the customer. In order to identify performance obligations, we consider all the services or deliverables promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Our performance obligations are primarily satisfied over time as we provide services or provide deliverables. Revenue from services and deliverables transferred to customers over time accounted for 100% of net sales for the three months period ended March 31, 2024. There was no revenue generated during the three months period ended March 31, 2023. For the three months period ended March 31, 2024 and 2023, our contracts do not contain any unsatisfied performance obligations. | The Company adopted FASB ASC 606 as of January 1, 2022. In accordance with FASB ASC 606 - Revenue from Contracts with Customers (“ASC 606”), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when the performance obligation in the contract is satisfied. Contracts with Customers and Performance Obligations Currently, our revenue is the result of consulting services derived from contracts with customers. The services promised in the contracts primarily consist of various consulting services performed and certain deliverables provided to the customer related to the development of graphene. Contracts with each customer state the terms of the services, including the description and price of each service or deliverable to be provided. Payment terms are stated in the contract, primarily in the form of a fixed payment amount per service or deliverable. Since the customer contract lists a fixed payment per service or deliverable, the contracts do not contain variable consideration. We invoice our customers as soon as the service or deliverable is provided, and a receivable is established. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the services and deliverables promised in our contracts with customers. We then identify the performance obligations to transfer distinct services or deliverables to the customer. In order to identify performance obligations, we consider all the services or deliverables promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Our performance obligations are primarily satisfied over time as we provide services or provide deliverables. Revenue from services and deliverables transferred to customers over time accounted for 100% of net sales for the year ended December 31, 2023. There was no revenue generated during 2022. As of December 31, 2023 and 2022, our contracts do not contain any unsatisfied performance obligations. |
Impairment analysis for long-lived assets and intangible assets | The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented. | The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented. |
Fair Value of Financial Instruments | The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. As of March 31, 2024 and December 31, 2023, the Company believes that the carrying value of financial assets and liabilities approximate fair value due to the short maturity of these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis. | The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. As of December 31, 2023 and 2022, the Company believes that the carrying value of financial assets and liabilities approximate fair value due to the short maturity of these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis. |
Convertible Debt | In accordance with ASC 470-20, Debt with Conversion and Other Features, the Company accounts for its convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, this guidance requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. | In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity. The above accounting standard updates simply the accounting for convertible debt and other equity-linked instruments by eliminating the cash conversion and beneficial feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. This guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2021. The Company has entered into convertible debt arrangements on October 4, 2022 and has recorded and disclosed these arrangements in accordance with the above stated standards. |
Leases | In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating leases for the Company’s corporate offices, and warehouse. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for operating leases is included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the balance sheet. The Company recognizes operating lease costs on a straight-line basis over the lease term for short term leases. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. | In accordance with ASC 842, Leases ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income Taxes | Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company, recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the 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 the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. 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 asset will not be realized. Management believes that the Company’s income tax filing positions would be sustained on audit and does not anticipate any adjustments that will result in a material change. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. | Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Under the asset and liability method prescribed under ASC 740, Income Taxes The Company filed its tax returns for the periods ended December 31, 2021 and 2022. The tax return for the period ended December 31, 2023 is currently under extension. Management believes that the Company’s income tax filing positions would be sustained on audit and does not anticipate any adjustments that will result in a material change. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. |
Related Party Transactions | In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the previously mentioned parties. Transactions with related parties are reviewed and approved by the directors of the Company. | In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the previously mentioned parties. Transactions with related parties are reviewed and approved by the directors of the Company. |
Stock-based Compensation | In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective service periods of the grantee. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. The Company had no stock-based compensation for the three months period ended March 31, 2024 and 2023, respectively. If there was stock-based compensation, it would be included in general and administrative expense. | In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective service periods of the grantee. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. The Company had stock-based compensation of $19,800 and $5,417 for the years ending December 31, 2023 and 2022, respectively. All stock-based compensation has been included in general and administrative expense. |
Reclassifications | Reclassifications have been made to conform with current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. | Reclassifications have been made to conform with current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. |
Recently Adopted Pronouncements | Financial Instruments – Credit Losses Fair Value Measurement | · Fair Value Measurements In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. We adopted this guidance as of January 1, 2022, and other than any additional disclosures presented, it did not have a significant impact on the Company’s financial statements and related disclosures. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
INTANGIBLE ASSETS | ||
Schedule of intangible assets | Effective Date End Date March 31, 2024 December 31, 2023 Sub license (Non-Exclusive) March 31, 2021 August 31, 2038 $ 471,000 $ 471,000 Sub license (Exclusive) August 30, 2022 August 31, 2038 $ 1,784,000 $ 1,784,000 Less – accumulated amortization (264,380 ) (228,833 ) Total intangible assets, net $ 1,990,620 $ 2,026,167 | Effective Date End Date December 31, 2023 December 31, 2022 Sub license (Non-Exclusive) March 31, 2021 August 31, 2038 $ 471,000 $ 471,000 Sub license (Exclusive) August 30, 2022 August 31, 2038 $ 1,784,000 $ 1,784,000 Less – accumulated amortization (228,833 ) (86,645 ) Total intangible assets, net $ 2,026,167 $ 2,168,355 |
Schedule of future amortization expense of intangible assets | Years ending December 31, Amount 2024 (9 months remaining) $ 106,640 2025 142,187 2026 142,187 2027 142,187 2028 142,187 Thereafter 1,315,232 Total $ 1,990,620 | Years ending December 31, Amount 2024 $ 142,187 2025 142,187 2026 142,187 2027 142,187 2028 142,187 Thereafter 1,315,232 Total $ 2,026,167 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
CONVERTIBLE DEBT | ||
Schedule of grantees and warrant quantity | White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants | White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants |
Schedule of convertible debts and related discounts | March 31, 2024 December 31, 2023 Convertible debt $ 250,000 $ 250,000 Debt discount (365 ) (8,668 ) Net $ 249,635 $ 241,332 | December 31, 2023 December 31, 2022 Convertible debt $ 250,000 $ 250,000 Debt discount (8,668 ) (41,971 ) Net $ 241,332 $ 208,029 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
OTHER CURRENT LIABILITIES | ||
Schedule of other current liabilities | March 31, 2024 December 31, 2023 Consulting fees payable $ 23,750 $ 24,500 Directors’ fees payable 115,002 107,002 Officers’ salaries payable 343,786 281,887 Rent payable 175,211 159,758 Total $ 657,749 $ 573,147 | December 31, 2023 December 31, 2022 Consulting fees payable $ 24,500 $ 9,500 Directors’ fees payable 107,002 56,002 Officers’ salaries payable 281,887 93,500 Rent payable 159,758 98,325 Total $ 573,147 $ 257,327 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
LOSS PER SHARE | ||
Schedule of reconcilation of basic and diluted earning per share | Three months period ending March 31, 2024 Three months period ending March 31, 2023 Net loss $ (165,878 ) $ (164,839 ) Dividends - - Adjusted net income (loss) attribution to stockholders $ (165,878 ) $ (164,839 ) Weighted-average shares of common stock outstanding Basic and Diluted 14,482,430 14,482,430 Net income (loss) attribute to shareholders per share Basic and Diluted $ (0.01 ) $ (0.01 ) | Year Ended December 31, 2023 Year Ended December 31, 2022 Net loss $ (740,012 ) $ (353,237 ) Dividends - - Adjusted net income (loss) attribution to stockholders $ (740,012 ) $ (353,237 ) Weighted-average shares of common stock outstanding Basic and Diluted 14,482,430 11,917,842 Net income (loss) attribute to shareholders per share Basic and Diluted $ (0.05 ) $ (0.03 ) |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCKHOLDERS EQUITY | ||
Schedule of option activity | March 31, 2024 Expected Dividend Yield 0.00 % Expected Volatility 117.40 % Risk-free rate 5.00 % Expected life of options 0.003 | December 31, 2023 Expected Dividend Yield 0.00 % Expected Volatility 117.40 % Risk-free rate 5.00 % Expected life of options 0.003 |
Schedule of black Scholes option pricing model | Number of Options Weighted Average Exercise Price Weighted Average Contractual Life in Years Aggregate Intrinsic Value Outstanding – March 31, 2023 - - - - Exercisable (Vested) - March 31, 2023 - - - - Granted 1,800,000 $ 0.446 10 $ - Forfeited or Expired - - - - Exercised - - - - Outstanding – March 31, 2024 1,800,000 $ 0.446 9.4 $ - Exercisable (Vested) – March 31, 2024 1,800,000 $ 0.446 9.4 $ - | Number of Options Weighted Average Exercise Price Weighted Average Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2022 - - - - Exercisable (Vested) - December 31, 2022 - - - - Granted 1,800,000 $ 0.446 10 $ - Forfeited or Expired - - - - Exercised - - - - Outstanding – December 31, 2023 1,800,000 $ 0.446 9.7 $ - Exercisable (Vested) – December 31, 2023 1,800,000 $ 0.446 9.7 $ - |
INCOME TAX PROVISION (Tables)
INCOME TAX PROVISION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
INCOME TAX PROVISION | ||
Schedule of effective tax rates reconciliation | Description 2023 Rate 2022 Rate Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 0.00 % 0.00 % Permanent differences for tax purposes and others 0.00 % 0.00 % Change in valuation allowance (21.00 )% (21.00 )% Effective tax rate 0.00 % 0.00 % | Description 2023 Rate 2022 Rate Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 0.00 % 0.00 % Permanent differences for tax purposes and others 0.00 % 0.00 % Change in valuation allowance (21.00 )% (21.00 )% Effective tax rate 0.00 % 0.00 % |
Schedule of components of deferred tax assets and liabilities | Three Months Ended March 31, 2024 Year Ended December 31, 2023 Deferred tax assets: Net operating loss $ 329,644 $ 294,810 Other temporary differences 428 1,711 Total deferred tax assets 330,072 296,521 Less – valuation allowance (330,072 ) (296,521 ) Total deferred tax assets $ - $ - | Year Ended December 31, 2023 Year Ended December 31, 2022 Deferred tax assets: Net operating loss $ 294,810 $ 139,407 Other temporary differences 1,711 1,087 Total deferred tax assets 296,521 140,495 Less – valuation allowance (296,521 ) (140,495 ) Total deferred tax assets $ - $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Schedule of related party balances | As of March 31, 2024 As of December 31, 2023 Convertible debt to Westside Advisors LLC $ 125,000 $ 125,000 Debt discount (182 ) (4,334 ) Convertible debt, net of debt discount $ 124,818 $ 120,666 | As of December 31, 2023 As of December 31, 2022 Convertible debt to Westside Advisors LLC $ 125,000 $ 125,000 Debt discount (4,334 ) (20,985 ) Convertible debt, net of debt discount $ 120,666 $ 104,015 |
Schedule of distributed warrants and grantees | White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants | White River Ventures LLC 450,000 warrants Midwest General Investment Company LLC 350,000 warrants Liberty Hill Capital Management LLC 300,000 warrants Homewood Holdings LLC 300,000 warrants SAS Partners LLC 275,000 warrants Westside Advisors LLC 325,000 warrants |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | ||
Schedule of components of lease expense | Three months period ending March 31, 2024 Three months period ending March 31, 2023 Operating lease expense $ 16,054 $ 16,054 Total lease expense $ 16,054 $ 16,054 | Year Ended December 31, 2023 Year Ended December 31, 2022 Operating lease expense $ 64,216 $ 64,216 Total lease expense $ 64,216 $ 64,216 |
Schedule of other information related to leases | Three months period ending March 31, 2024 Three months period ending March 31, 2023 Operating cash flows from operating leases $ 15,453 $ 15,225 Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities) $ 15,453 $ 15,225 Weighted-average remaining lease term—operating leases 7.2 Years 8.2 Years Weighted-average discount rate—operating leases 5 % 5 % | Year Ended December 31, 2023 Year Ended December 31, 2022 Operating cash flows from operating leases $ 61,433 $ 60,525 Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities) $ 61,433 $ 60,525 Weighted-average remaining lease term—operating leases 7.4 Years 8.4 Years Weighted-average discount rate—operating leases 5 % 5 % |
Schedule of maturities of operating lease liabilities | For the years ending December 31, Operating Lease 2024 (9 months remaining) $ 46,901 2025 63,290 2026 64,239 2027 65,203 2028 66,181 Thereafter 163,938 Total undiscounted cash flows $ 469,752 Reconciliation of lease liabilities: Weighted-average remaining lease terms 7.2 Years Weighted-average discount rate 5 % Present values $ 392,884 Lease liabilities—current 43,937 Lease liabilities—long-term 348,947 Lease liabilities—total $ 392,884 Difference between undiscounted and discounted cash flows $ 76,868 | For the years ending December 31, Operating Lease 2024 $ 62,354 2025 63,290 2026 64,239 2027 65,203 2028 66,181 Thereafter 163,938 Total undiscounted cash flows $ 485,205 Reconciliation of lease liabilities: Weighted-average remaining lease terms 7.4 Years Weighted-average discount rate 5 % Present values $ 403,338 Lease liabilities—current 43,162 Lease liabilities—long-term 360,176 Lease liabilities—total $ 403,338 Difference between undiscounted and discounted cash flows $ 81,867 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | 1 Months Ended | ||||
Aug. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 19, 2021 | |
Additional common shares issued | 14,482,430 | 14,482,430 | 14,482,430 | ||
American Resources Corp | |||||
Percentage of Ownership | 51.14% | ||||
Percentage of Voting power | 87.57% | ||||
American Resources Corp | Graphene Development Agreement | |||||
Operating profits shares percentage | 50% | ||||
American Resources Corp | Purchase Agreement | |||||
Description of operating profits | Pursuant to the acquisition of the Exclusive Rights, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC | ||||
Additional common shares issued | 4,000,000 | ||||
American Resources Corp | Class B | |||||
Shares Issued | 10,000,000 | ||||
American Resources Corp | Class A | |||||
Shares Issued | 5,700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 100% | 100% | ||
Advertising costs | $ 0 | $ 0 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Cash | 0 | 0 | 0 | |
Exceed federally insured limits | $ 250,000 | 250,000 | 250,000 | |
Stock based compensation | $ 19,800 | $ 5,417 | ||
Lease term period | 12 months |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Less: Accumulated amortization | $ (264,380) | $ (228,833) | $ (86,645) |
Intangible assets, net | $ 1,990,620 | $ 2,026,167 | 2,168,355 |
Sub License (Non-Exclusive) | |||
Effective Date | Mar. 31, 2021 | Mar. 31, 2021 | |
Intangible assets | $ 471,000 | $ 471,000 | 471,000 |
End Date | August 31, 2038 | August 31, 2038 | |
Sub License (Exclusive) | |||
Effective Date | Aug. 30, 2022 | Aug. 30, 2022 | |
Intangible assets | $ 1,784,000 | $ 1,784,000 | $ 1,784,000 |
End Date | August 31, 2038 | August 31, 2038 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
INTANGIBLE ASSETS | |||
2024 (9 months remaining) | $ 106,640 | $ 142,187 | |
2025 | 142,187 | 142,187 | |
2026 | 142,187 | 142,187 | |
2027 | 142,187 | 142,187 | |
2028 | 142,187 | 142,187 | |
Thereafter | 1,315,232 | 1,315,232 | |
Total | $ 1,990,620 | $ 2,026,167 | $ 2,168,355 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible assets | $ 1,990,620 | $ 2,026,167 | $ 2,168,355 | |
Amortization of Intangible Assets | 35,547 | $ 35,547 | 142,188 | $ 65,866 |
American Resources Corp | March 19, 2021 | ||||
Intangible assets | $ 471,000 | $ 471,000 | ||
Shares Exchanged | 5,233,332 | 5,233,332 | ||
Per share value | $ 0.09 | $ 0.09 | ||
American Resources Corp | August 30, 2022 | ||||
Intangible assets | $ 1,784,000 | $ 1,784,000 | ||
Per share value | $ 0.446 | $ 0.446 | ||
Additional shares exchanged | 4,000,000 | 4,000,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Warrants issued | 2,000,000 | 2,000,000 |
White River Ventures LLC [Member] | ||
Warrants issued | 450,000 | 450,000 |
Midwest General Investment Company LLC [Member] | ||
Warrants issued | 350,000 | 350,000 |
Liberty Hill Capital Management LLC [Member] | ||
Warrants issued | 300,000 | 300,000 |
Homewood Holdings LLC [Member] | ||
Warrants issued | 300,000 | 300,000 |
SAS Partners LLC [Member] | ||
Warrants issued | 275,000 | 275,000 |
Westside Advisors LLC [Member] | ||
Warrants issued | 325,000 | 325,000 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
CONVERTIBLE DEBT | |||
Convertible debt | $ 250,000 | $ 250,000 | $ 250,000 |
Debt discount | (365) | (8,668) | (41,971) |
Net | $ 249,635 | $ 241,332 | $ 208,029 |
CONVERTIBLE DEBT (Details narra
CONVERTIBLE DEBT (Details narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Conversion Price | $ 4 | $ 4 | ||
Warrants issued | 2,000,000 | 2,000,000 | ||
Exercise price | $ 0.10 | $ 0.10 | ||
April 4, 2024 | ||||
Extended maturity date | Jan. 05, 2025 | Jan. 05, 2025 | ||
Warrants issued | 2,000,000 | 2,000,000 | ||
Exercise price | $ 0.10 | $ 0.10 | ||
Westside Advisors LLC | ||||
Warrants issued | 325,000 | 325,000 | ||
Westside Advisors LLC | October 4, 2022 | ||||
Original issue discount | $ 25,000 | $ 25,000 | ||
Convertible promissory note issued | $ 125,000 | $ 125,000 | ||
Interest rate | 15% | 15% | ||
Description of original issue discount | The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4, 2024 | The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024 | ||
Accrued interest | $ 29,950 | $ 9,375 | $ 21,638 | $ 3,011 |
Debt discount | $ 24,818 | 8,120 | $ 16,651 | 4,015 |
Maturity date | Apr. 04, 2024 | Apr. 04, 2024 | ||
SAS Partners LLC | ||||
Warrants issued | 275,000 | 275,000 | ||
SAS Partners LLC | October 4, 2022 | ||||
Original issue discount | $ 25,000 | $ 25,000 | ||
Convertible promissory note issued | $ 125,000 | $ 125,000 | ||
Interest rate | 15% | 15% | ||
Description of original issue discount | The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024 | The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024 | ||
Accrued interest | $ 29,950 | 9,375 | $ 21,638 | 3,011 |
Debt discount | $ 24,818 | $ 8,120 | $ 16,651 | $ 4,015 |
Maturity date | Apr. 04, 2024 | Apr. 04, 2024 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other current liabilities | $ 657,749 | $ 573,147 | $ 257,327 |
Consulting fees payable | |||
Other current liabilities | 23,750 | 24,500 | 9,500 |
Directors' fees payable | |||
Other current liabilities | 115,002 | 107,002 | 56,002 |
Officers' salaries payable | |||
Other current liabilities | 343,786 | 281,887 | 93,500 |
Rent payable | |||
Other current liabilities | $ 175,211 | $ 159,758 | $ 98,325 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
LOSS PER SHARE | ||||
Net Loss | $ (165,878) | $ (164,839) | $ (740,012) | $ (353,237) |
Dividends | 0 | 0 | 0 | 0 |
Adjusted net income (loss) attribution to stockholders | $ (165,878) | $ (164,839) | $ (740,012) | $ (353,237) |
Weighted-average shares of common stock outstanding Basic and Diluted | 14,482,430 | 14,482,430 | 14,482,430 | 11,917,842 |
Net income (loss) attribute to shareholders per share Basic and Diluted | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.03) |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCKHOLDERS EQUITY | ||
Expected Dividend Yield | 0% | 0% |
Expected Volatility | 117.40% | 117.40% |
Risk-free rate | 5% | 5% |
Expected life of options | 0 months | 0 months |
STOCKHOLDERS EQUITY (Details 1)
STOCKHOLDERS EQUITY (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCKHOLDERS EQUITY | ||
Number of options outstanding beginning balance | 1,800,000 | 0 |
Number of shares exercisable (Vested) beginning balance | 1,800,000 | 0 |
Number of options Granted | 1,800,000 | 1,800,000 |
Number of options forfeited or expired | 0 | 0 |
Number of options exercised | 0 | 0 |
Number of options outstanding ending balance | 1,800,000 | 1,800,000 |
Number of options exercisable ending balance | 1,800,000 | 1,800,000 |
Weighted average exercise price per Share outstanding beginning balance | $ 0.446 | $ 0 |
Weighted average exercise price per Share exercisable beginning balance | 0.446 | 0 |
Weighted average exercise price per Share Granted | 0.446 | 0.446 |
Weighted average exercise price per Share Forfeited or expired | 0 | 0 |
Weighted average exercise price per share exercised | 0 | 0 |
Weighted average exercise price per Share outstanding ending balance | 0.446 | 0.446 |
Weighted average exercise price per Share exercisable ending balance | $ 0.446 | $ 0.446 |
Weighted average contractual life years granted | 10 months | 10 months |
Weighted average contractual life years per Share outstanding ending balance | 9 months 12 days | 9 months 21 days |
Weighted average contractual life years exercisable (Vested) outstanding ending balance | 9 months 12 days | 9 months 21 days |
Aggregate intrinsic value, beginning balance | $ 0 | $ 0 |
Aggregate intrinsic value, Exercisable (Vested) beginning balance | 0 | 0 |
Aggregate intrinsic value,Granted | 0 | 0 |
Aggregate intrinsic value, Forfeited or Expired | 0 | 0 |
Aggregate intrinsic value, Exercised | 0 | 0 |
Aggregate intrinsic value, ending balance | 0 | 0 |
Aggregate intrinsic value, Exercisable (Vested) ending balance | $ 0 | $ 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 08, 2022 | Aug. 30, 2023 | Aug. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Employee stock compensation expense | $ 0 | $ 19,800 | $ 5,417 | |||
Option to purchase | 1,800,000 | 1,800,000 | ||||
Common stock, shares outstanding | 14,482,430 | 14,482,430 | 14,482,430 | |||
Common stock, shares authorized | 300,000,000,000,000 | 3,000,000,000 | ||||
Common stock, shares authorized | 2,600,000,000 | 2,600,000,000 | 2,600,000,000 | |||
Preferred stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Class A | ||||||
Share price | $ 0.446 | $ 0.446 | ||||
Expiry date | August 30, 2033 | |||||
Common stock, shares outstanding | 14,482,430 | 14,482,430 | 14,482,430 | |||
Stock issued during period, shares | 4,000,000 | |||||
Stock issued during period, value | $ 1,784,000 | |||||
Stock issued during period for consulting service, shares | 1,083 | |||||
Stock issued during period for consulting service, value | $ 5,417 | |||||
Common stock, shares authorized | 2,600,000,000 | 260,000,000 |
INCOME TAX PROVISION (Details)
INCOME TAX PROVISION (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX PROVISION | |||
Statutory federal rate | 21% | 21% | 21% |
State income taxes net of federal income tax benefit and others | 0% | 0% | 0% |
Permanent differences for tax purposes and others | 0% | 0% | 0% |
Change in valuation allowance | (21.00%) | (21.00%) | (21.00%) |
Effective tax rate | 0% | 0% | 0% |
INCOME TAX PROVISION (Details 1
INCOME TAX PROVISION (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | |||
Net operating loss | $ 329,644 | $ 294,810 | $ 139,407 |
Other temporary differences | 428 | 1,711 | 1,087 |
Total deferred tax assets | 330,072 | 296,521 | 140,495 |
Valuation allowance | (330,072) | (296,521) | (140,495) |
Total | $ 0 | $ 0 | $ 0 |
INCOME TAX PROVISION (Details N
INCOME TAX PROVISION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX PROVISION | |||
U.S. federal statutory tax rate | 21% | 21% | |
Net operating loss carryovers | $ 1,567,197 | $ 1,401,319 | $ 661,307 |
Description for the indefinite carryforward period | The carryforwards are limited to 80% of each subsequent year’s net income | The carryforwards are limited to 80% of each subsequent year’s net income |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible debt to Westside Advisors LLC | |||
Convertible debt, net | $ 125,000 | $ 125,000 | $ 125,000 |
Debt Discount [Member] | |||
Convertible debt, net | (182) | (4,334) | (20,985) |
Convertible debt, net of debt discount [Member] | |||
Convertible debt, net | $ 124,818 | $ 120,666 | $ 104,015 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Warrants issued | 2,000,000 | 2,000,000 |
White River Ventures LLC [Member] | ||
Warrants issued | 450,000 | 450,000 |
Midwest General Investment Company LLC [Member] | ||
Warrants issued | 350,000 | 350,000 |
Liberty Hill Capital Management LLC [Member] | ||
Warrants issued | 300,000 | 300,000 |
Homewood Holdings LLC [Member] | ||
Warrants issued | 300,000 | 300,000 |
SAS Partners LLC | ||
Warrants issued | 275,000 | 275,000 |
Westside Advisors LLC | ||
Warrants issued | 325,000 | 325,000 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Accounts receivable due from a related party | $ 2,700,000,000 | |
Warrants issued | 2,000,000 | 2,000,000 |
Exercise price | $ 0.10 | $ 0.10 |
Expiration date | 3 years | 3 years |
Description Of agreement with Arc | The Company executed two agreements with ARC in exchange for 5,233,332 and 4,000,000 Class A shares respectively of Novusterra Inc. The Company received the rights to the sublicensed Patent Technology which ARC owned. As part of the agreements, the founder and major shareholder of the Company, Andrew Weeraratne, transferred 2,500,000 founder shares that he owned since September 24, 2020 to Westside Advisors LLC of which Mark Jensen is the CEO | The Company executed two agreements with ARC in exchange for 5,233,332 and 4,000,000 Class A shares respectively of Novusterra Inc. The Company received the rights to the sublicensed Patent Technology which ARC owned. As part of the agreements, the founder and major shareholder of the Company, Andrew Weeraratne, transferred 2,500,000 founder shares that he owned since September 24, 2020 to Westside Advisors LLC of which Mark Jensen is the CEO |
Consulting services revenue | $ 27,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||||
Operating lease expense | $ 16,054 | $ 16,054 | $ 64,216 | $ 64,216 |
Total lease expense | $ 16,054 | $ 16,054 | $ 64,216 | $ 64,216 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||||
Operating cash flows from operating leases | $ 15,453 | $ 15,225 | $ 61,433 | $ 60,525 |
Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities) | $ 15,453 | $ 15,225 | $ 61,433 | $ 60,525 |
Weighted-average discount rate-operating leases | 5% | 5% | 5% | 5% |
Weighted-average remaining lease term-operating leases | 7 years 2 months 12 days | 8 years 2 months 12 days | 7 years 4 months 24 days | 8 years 4 months 24 days |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - Operating Lease [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
2024 (9 months remaining) | $ 46,901 | $ 62,354 |
2025 | 63,290 | 63,290 |
2026 | 64,239 | 64,239 |
2027 | 65,203 | 65,203 |
2028 | 66,181 | 66,181 |
Thereafter | 163,938 | 163,938 |
Total undiscounted cash flows | $ 469,752 | $ 485,205 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||||
Weighted average remaining lease term (years) | 7 years 2 months 12 days | 8 years 2 months 12 days | 7 years 4 months 24 days | 8 years 4 months 24 days |
Weighted average discount rate | 5% | 5% | 5% | 5% |
Total operating lease liabilities | $ 392,884 | $ 403,338 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details 4) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |||
Lease liabilities-current | $ 43,937 | $ 43,162 | $ 40,165 |
Lease liabilities-long-term | 348,947 | 360,176 | |
Lease liabilities-total | 392,884 | 403,338 | |
Difference between undiscounted and discounted cash flows | $ 76,868 | $ 81,867 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 02, 2021 | Apr. 29, 2021 | Mar. 31, 2024 | May 01, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||||
Operating lease ROU asset | $ 501,459 | $ 501,459 | ||
Description of commencing of lease | the Company entered into a 120-month lease for its warehouse at $5,000 per month commencing June 1, 2021 and maturing May 31, 2031 | the Company entered into a 120-month lease for its warehouse at $5,000 per month commencing June 1, 2021 | ||
Rent Income | $ 200 | $ 5,000 | $ 5,000 | |
Operating lease ROU liability | $ 501,459 | $ 501,459 |