Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-267560 | |
Entity Registrant Name | Cyber Enviro-Tech, Inc. | |
Entity Central Index Key | 0001935092 | |
Entity Tax Identification Number | 86-3601702 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 6991 E. Camelback Road | |
Entity Address, Address Line Two | Suite D-300 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85251 | |
City Area Code | 307 | |
Local Phone Number | 200-2803 | |
Title of 12(g) Security | Common Stock, par value $0.001 per share | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,457,428 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 208,498 | $ 239,417 |
Loan receivable | 190,000 | 100,000 |
Prepaid expenses and other current assets | 351,081 | 691,536 |
Total current assets | 749,579 | 1,030,953 |
Property and equipment | 504,900 | 438,558 |
Acquired intangible assets, net | 1,042,013 | 1,070,226 |
Assets of discontinued operations, non-current | 3,405,152 | 3,330,985 |
Total Assets | 5,701,644 | 5,870,722 |
Current Liabilities: | ||
Accounts payable | 178,540 | 20,144 |
Accrued interest | 134,910 | 96,623 |
Note payables, current maturities | 187,000 | 100,000 |
Convertible notes payable, net of discount of $695,456 and $137,096 at March 31, 2024 and December 31, 2023, respectively | 12,398 | 32,154 |
Convertible notes payable – related parties | 22,000 | 22,000 |
Liabilities of discontinued operations, current | 401,112 | 543,569 |
Total current liabilities | 935,960 | 814,490 |
Note payable, related party, net of discount of $17,456 and $23,915 at March 31, 2024 and December 31, 2023, respectively | 136,533 | 130,074 |
Convertible notes payable | 2,512,307 | 2,641,000 |
Derivative liability | 113,097 | 217,177 |
Liabilities of discontinued operations, non-current | 97,463 | 97,463 |
Total Liabilities | 3,795,360 | 3,900,204 |
Commitments and contingencies (Note 4) | ||
Stockholders’ Equity: | ||
Common Stock, par value $0.001, 350,000,000 shares authorized; 81,861,713 and 77,467,573 shares issued and outstanding, respectively | 81,862 | 77,468 |
Additional paid-in capital | 8,236,888 | 7,801,868 |
Common stock to be issued | 1,550,013 | 933,489 |
Treasury stock, at cost | (66,400) | (66,400) |
Accumulated deficit | (7,896,096) | (6,775,924) |
Total Stockholders’ Equity | 1,906,284 | 1,970,518 |
Total Liabilities and Stockholders’ Equity | 5,701,644 | 5,870,722 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | 17 | 17 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | 0 | 0 |
Series C Non Convertible Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | 0 | 0 |
Special 2020 Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Convertible notes payable, net of discount | $ 695,456 | $ 137,096 |
Note payable related party, net of discount | $ 17,456 | $ 23,915 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 81,861,713 | 77,467,573 |
Common stock, shares outstanding | 81,861,713 | 77,467,573 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 16,671 | 16,671 |
Preferred stock, shares outstanding | 16,671 | 16,671 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 85,000 | 85,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series C Non Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0.5 | 0.5 |
Preferred stock, shares outstanding | 0.5 | 0.5 |
Special 2020 Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Expenses: | ||
Professional fees | $ 48,403 | $ 44,836 |
General and administrative | 400,769 | 28,761 |
Consulting | 574,827 | 367,810 |
Total operating expenses | 1,023,999 | 441,407 |
Loss from continuing operations | (1,023,999) | (441,407) |
Other Income (Expense): | ||
Change in fair value of derivatives | 24,516 | 72,369 |
Loss on issuance of derivatives | 0 | (86,858) |
Gain on extinguishment of derivative liability | 79,564 | 0 |
Amortization of intangible assets | (28,213) | 0 |
Change in fair value of contingent liability | 0 | (300) |
Interest income | 924 | 0 |
Interest expense | (161,152) | (31,146) |
Total other income (expense) | (84,361) | (45,935) |
Loss from continuing operations | (1,108,360) | (487,342) |
Discontinued Operations: | ||
Loss from operations of discontinued operations | (11,812) | (16,705) |
Total Discontinued Operations | (11,812) | (16,705) |
Net Loss | $ (1,120,172) | $ (504,047) |
Loss per share, basic | $ (0.01) | $ 0 |
Loss per share, diluted | $ (0.01) | $ 0 |
Weighted average shares outstanding, basic | 78,163,084 | 115,943,449 |
Weighted average shares outstanding, diluted | 78,163,084 | 115,943,449 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Common Stock To Be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 115,915 | $ 4,368,442 | $ (66,400) | $ 52,496 | $ (2,432,820) | $ 2,037,633 | |
Beginning balance, shares at Dec. 31, 2022 | 4 | 115,914,283 | 154,400 | ||||
Options granted for services | 5,514 | 5,514 | |||||
Shares issued for services | $ 375 | 143,625 | $ 87,504 | 231,504 | |||
Shares issued for services, shares | 375,000 | 178,933 | |||||
Shares issued for conversion of convertible notes payable | $ 60,000 | 60,000 | |||||
Shares issued for conversion of convertible notes payable, shares | 600,000 | ||||||
Net loss | (504,083) | (504,083) | |||||
Ending balance, value at Mar. 31, 2023 | $ 116,290 | 4,517,581 | (66,400) | $ 200,000 | (2,936,903) | 1,830,568 | |
Ending balance, shares at Mar. 31, 2023 | 4 | 116,289,283 | 933,333 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 17 | $ 77,468 | 7,801,868 | (66,400) | $ 933,489 | (6,775,924) | 1,970,518 |
Beginning balance, shares at Dec. 31, 2023 | 16,671 | 77,467,573 | 8,173,019 | ||||
Shares issued from prior periods | $ 4,394 | 435,020 | $ (439,414) | ||||
Shares issued from prior periods, shares | 4,394,140 | (4,394,140) | |||||
Shares issued for interest | $ 29,938 | 29,938 | |||||
Shares issued for interest, shares | 193,975 | ||||||
Shares issued for conversion of convertible notes payable | $ 1,026,000 | 1,026,000 | |||||
Shares issued for conversion of convertible notes payable, shares | 6,517,500 | ||||||
Net loss | (1,120,172) | (1,120,172) | |||||
Ending balance, value at Mar. 31, 2024 | $ 17 | $ 81,862 | $ 8,236,888 | $ (66,400) | $ 1,550,013 | $ (7,896,096) | $ 1,906,284 |
Ending balance, shares at Mar. 31, 2024 | 416,671 | 81,861,713 | 10,490,354 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flow from operating activities: | ||
Net loss | $ (1,120,172) | $ (504,047) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Change in fair value of derivatives | (24,516) | (72,369) |
Loss on issuance of derivatives | 0 | 86,858 |
Debt discount on issuance of derivative | 0 | 65,000 |
Change in fair value of contingent liability | 0 | 300 |
Gain on extinguishment of derivative liability | (79,564) | 0 |
Stock compensation | 0 | 261,898 |
Amortization of debt discount | 74,010 | 12,046 |
Amortization expense | 28,213 | 13,105 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 340,455 | (134,748) |
Accounts payable | 158,396 | (38,949) |
Accrued interest | 68,225 | 4,450 |
Net cash from operating activities from continuing operations | (554,953) | (306,456) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (66,342) | 0 |
Issuance of loan receivable | (90,000) | 0 |
Net cash from investing activities from continuing operations | (156,342) | 0 |
Cash flows from financing activities: | ||
Repayment of convertible notes payable | (60,000) | (211,000) |
Proceeds from convertible notes payable | 0 | 941,250 |
Proceeds from convertible notes payable | 870,000 | 0 |
Proceeds from notes payable | 90,000 | 0 |
Repayment of notes payable | (3,000) | (100,000) |
Repayment of notes payable – related party | 0 | (15,000) |
Net cash from financing activities from continuing operations | 897,000 | 615,250 |
Net change in cash and cash equivalents from continuing operations | 185,705 | 308,794 |
Cash flow from discontinued operations: | ||
Net cash from operating activities from discontinued operations | (124,162) | 3,600 |
Net cash from investing activities from discontinued operations | (92,462) | (379,791) |
Net cash from financing activities from discontinued operations | 0 | 0 |
Net change in cash and cash equivalents from discontinued operations | (216,624) | (376,191) |
Cash and cash equivalents at beginning of year | 239,417 | 297,349 |
Cash and cash equivalents at end of period | 208,498 | 229,952 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Shares issued for conversion of convertible notes payable and accrued interest | $ 1,055,938 | $ 60,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (1,120,172) | $ (504,047) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Cyber Enviro-Tech, Inc. (the “Company”) is a publicly held water science technology company that designs water purification solutions for commercial applications and industries with an initial emphasis on the oil & gas industry. The corporate headquarters are located in Scottsdale, Arizona. On September 3, 2020, Synergy Management Group, LLC (“Synergy”) and Global Environmental Technologies, Inc (“Global”), which was formed on April 20, 2020, entered into a securities purchase agreement, whereby Synergy sold its share of Special 2020 Series A preferred stock and its one-half share of Series C preferred stock to Global for $ 66,400 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The Company recognizes sales when oil is picked up by the delivery company and control passes to the customer. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Property and Equipment Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. The Company is in the processing of spinning off its oil field operations known as the Alvey oil field (Alvey). Alvey’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Alvey. The discontinued operations exclude general corporate allocations. Note Receivable CETI provided two Short-Term Capital Bridge Loan totaling $ 190,000 6 Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the Accounting Standards Codification (“ASC”), the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Intangible Assets The Company recognizes intangible assets in accordance with ASC 350. Intangible assets are defined as identifiable non-monetary assets without physical substance, acquired through purchase, internally generated, or acquired as part of a business combination, which provide future economic benefits and are under the control of the Company. Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis, unless another systematic and rational method better represents the consumption of the economic benefits. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually or more frequently if there are indications of impairment. The Company reviews intangible assets for indicators of impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Any impairment loss is recognized in the income statement. Upon impairment, the carrying amount of the intangible asset is reduced to its recoverable amount. Stock-based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) ASC 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the three months ended March 31, 2024 and 2023, the Company recorded $ 0 261,898 in stock-based compensation expense, respectively. In addition, the Company recorded prepaid stock compensation of $ 216,445 and $ 496,022 at March 31, 2024 and December 31, 2023, respectively. Fair Value of Financial Instruments The Company adopted ASC 820, “ Fair Value Measurements Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024: Schedule of derivative liability Description Level 1 Level 2 Level 3 Total Derivative $ — $ — $ 113,097 $ 113,097 Total $ — $ — $ 113,097 $ 113,097 Income taxes Income states are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measures using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expect to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted ASC 740, “ Accounting for Income Taxes Net income (loss) per common share Under the provisions of ASC 260, “ Earnings per Share Schedule of diluted net income (loss) per share available to common stockholders Three months ended March 31, 2024 2023 Warrants 3,750,000 — Stock options 1,000,000 200,000 Convertible notes payable 21,419,318 — Preferred stock 50,013,000 11 Total 76,182,318 200,011 Concentration of credit risks The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully secured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has just begun generating revenue and does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies In December 2021, the Company entered into an agreement to operate the wells on the Alvey Oil Field. Under this agreement, the Company owes a contingent amount based upon a 18.75 450,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT As of March 31, 2024 and December 31, 2023, property and equipment consisted of the following: Schedule of property and equipment March 31, 2024 December 31, 2023 Useful Lives Equipment $ 498,900 $ 432,559 5 20 Vehicles 6,000 6,000 5 15 Property and equipment, net $ 504,900 $ 438,559 — No assets were placed in service under either periods so there is no depreciation expense. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The intangible assets consist of exclusive licenses for United States distribution obtained by the Company from KAM Biotechnology Ltd (“KAM”) in May 2023 and the agreement has a term of ten years. The asset is stated at the fair value of $ 758,501 50,567 707,934 1,000,000 0.37 370,000 7,708 362,292 1,070,226 28,213 1,042,013 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – DEBT Schedule of debt March 31, 2024 December 31, 2023 Note payables $ 187,000 $ 100,000 Loan payable – related party 153,989 153,989 Convertible notes payable 2,594,250 2,810,250 Convertible notes payable – related party 22,000 22,000 2,957,239 3,086,239 Debt discount (87,001 ) (161,011 ) 2,870,238 2,925,228 Less current portion 221,398 154,154 Long term portion $ 2,648,840 $ 2,771,074 The following is a schedule of debt maturity and the years in which the debt is scheduled to mature: Schedule of debt maturity Year Amount 2024 578,250 2025 2,379,079 $ 2,957,329 Notes payable At December 31, 2022, the Company had a note payable to a shareholder for $ 100,000 10,000 50,000 60,000 At December 31, 2022, the Company had a note payable to a related party for $ 15,000 7 In May 2023, the Company acquired certain intellectual property rights from KAM Biotechnology. The total acquisition price was $ 800,000 758,501 In June 2023, the Company had a loan payable to an individual for $ 100,000 22,718 100,000 250 50 200 0.20 7,500 In September 2023, a related party issued a loan to the Company for a total amount of $ 153,989 130,074 12.5 In March 2024, the Company borrowed a total of $ 90,000 6,500 125 Convertible notes payable In 2020, the Company executed a convertible note payable with a related party for $ 25,000 0.001 3,000 into 3,000,000 During the year ended December 31, 2021, the Company received $ 1,175,000 7 10,000 25,000 During the year ended December 31, 2022, the Company received $ 1,461,000 1,075,000 386,000 8 0.10 0.25 share. All of notes issued during 2022 had a two-year maturity date when issued. As of March 31, 2024 and December 31, 2023, the balance remaining on notes issued in December 2022 was $ 75,000 During the year ended December 31, 2023, the Company raised a net of $ 3,971,500 69,250 90,000 79,250 8 September 25, 2024 December 29, 2024 35 60,000 During the year ended December 31, 2023, the Company converted $ 1,178,787 into 10,830,890 8,110,690 2,810,250 During the first three months of 2024, the Company raised a net of $ 870,000 150,000 10 0.35 100,000 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS Embedded derivatives The Company’s convertible promissory notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2024 and December 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended: Schedule of derivative liabilities March 31, 2024 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 1,091,311 $ 113,097 Total 1,091,311 $ 113,097 December 31, 2023 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 878,836 $ 217,177 Total 878,836 $ 217,177 The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended March 31, 2024 and 2023: Schedule of changes in gain loss fair values of the derivative financial instruments For the Three Months Ended March 31, 2024 March 31, 2023 Embedded derivatives $ 24,516 $ 72,369 Loss on issuance of derivative — (86,858 ) Total gain (loss) $ 24,516 $ (14,489 ) Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities: Schedule of embedded derivatives Inception Date Inception Date September 27 2023 Note December 29 2023 Note March 31, 2024 Quoted market price on valuation date $ 0.334 $ 0.348 $ 0.145 Effective contractual conversion rates $ 0.169 $ 0.195 $ 0.104 Contractual term to maturity 1 1 0.48 0.75 Market volatility: Volatility 143.96 730.38 161.76 586.87 208.49 350.38 Risk-adjusted interest rate 8.48 % 8 % 8 % The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of March 31, 2024 and December 31, 2023. Schedule of fair value assumptions Period Ended March 31, 2024 Year Ended December 31, 2023 Balances at beginning of period $ 217,177 $ — Issuances: Embedded derivatives — 355,305 Gain on extinguishment of derivative liability (79,564 ) — Conversions — (49,248 ) Changes in fair value inputs and assumptions reflected in income (24,516 ) (88,880 ) Balances at end of period $ 113,097 $ 217,177 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS At March 31, 2024 and December 31, 2023, the Company had a convertible note payable for $ 22,000 0.001 At December 31, 2023, the Company had accounts payable to various related parties for a total of $ 80,991 At December 31, 2022, the Company had a note payable of $ 15,000 7 In September 2023, a related party loaned $ 153,989 12.5 During periods ended March 31, 2024 and December 31, 2023, the Company paid various related parties for consulting services in the amounts of $ 106,250 588,308 15,000 120,836 |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 10 – PREFERRED STOCK Series A Convertible Preferred Stock The Company previously designated 200,000 200,000 Voting Rights had been established whereby one (1) share of Series A Convertible Preferred Stock has ten (10) equivalent votes of stockholders of the Company's common stock for an aggregate of 10 votes. During 2023, the Company changed the terms this series of stock whereby one (1) share of Series A Convertible Preferred, after a minimum two-year holding period, can be converted into three thousand (3,000) shares of the Company’s common stock and has the same equivalent voting rights. In October 2023, the three top shareholders cancelled 50,000,000 16,667 16,671 Series B Convertible Preferred Stock The Company previously designated 85,000 67,448 Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. December 31, 1 Series C Non-Convertible Preferred Stock The Company previously designated 50,000 50,000 Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. December 31, one-half share Special 2020 Series A Preferred The Company has one share of preferred stock designated as Special 2020 Series A Preferred 0.0001 150,000,000 66,400 December 31, 1 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 11 – STOCK OPTIONS AND WARRANTS In connection with a consulting agreement dated March 7, 2022, the Company issued 200,000 0.58 55,966 18,318 December 31, 37,648 200,000 100,000 50,000 1.31 On June 3, 2023, the Company canceled Ken Water's 200,000 Options, of which 150,000 vested as of the cancellation date. On the same date, the Company agreed to issue 1,000,000 replacement options with a vesting date of June 3, 2023. The following table summarizes the accounting effects of the modification: Schedule of accounting effects June 3, 2023 Replacement Award Fair value of new award $ 60,472 Fair value of original award on modification date $ 1,377 Incremental cost $ 59,095 Unrecognized grant-date fair value of original award on modification date $ 37,647 Cost to be recognized after modification $ 96,742 Recognition Period 24 months Significant inputs and results arising from the Black-Scholes process are as follows for the options: Schedule of significant inputs and results in options Quoted market price on valuation date $ 0.3480 Exercise price $ 0.3600 Expected life (in years) 1.50 Equivalent volatility 32.88 % Interest rates 4.50 % Stock option activity for the three months ended March 31, 2024 is summarized as follows: Schedule of stock option activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Options outstanding December 31, 2023 1,000,000 0.3600 1.01 Issued — — — Exercised — — — Cancelled — — — Options outstanding March 31, 2024 1,000,000 0.3600 0.76 Options exercisable March 31, 2024 1,000,000 $ 0.3600 0.76 In connection with a different consulting agreement dated March 1, 2023, the Company initially agreed to pay 2,000,000 along with a monthly consulting fee. This common stock was valued at $ 0.42 3,250,000 0.001 500,000 602,179 Significant inputs and results arising from the Black-Scholes process are as follows for the warrants: Schedule of assumptions Quoted market price on valuation date $ 0.3100 Effective contractual strike price $ 0.0013 Market volatility 373 % Contractual term to maturity 2 Risk-adjusted interest rate 4.87 % Stock warrant activity for the three months ended March 31, 2024 is summarized as follows: Schedule of stock warrant activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Warrants exercisable December 31, 2023 3,750,000 $ 0.001 1.50 Issued — — — Exercised — — — Expired — — — Warrants outstanding March 31, 2024 3,750,000 0.001 1.25 Warrants exercisable March 31, 2024 3,750,000 $ 0.001 1.25 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 12 – DISCONTINUED OPERATIONS CETI is planning to spin-off the Alvey oil field operations into a new entity called Phoenix Well Development Inc (PWD). The shareholders of CETI will get a pro rata stock distribution of PWD common shares. A new investor group will run the operation. Accordingly, the Company has categorized Alvey as discontinued operations in the financial statements for the periods ended March 31, 2024 and December 31, 2023. The operating results for discontinued operations have been presented in the accompanying consolidated statement of operations for the three months ended March 31, 2024 and 2023 as discontinued operations and are summarized below: Schedule of discontinued operations consolidated statement of operations Three Months Ended March 31, 2024 2023 Total revenue $ 9,208 $ — Total cost of revenue 2,725 — Gross profit 6,483 — Operating expenses 18,295 13,105 Loss from operations (11,812 ) 13,105 Other income (expenses) — (3,600 ) Loss before tax expense (11,812 ) (16,705 ) Tax expense — — Loss from operations of discontinued operations $ (11,812 ) $ (16,705 ) The assets and liabilities of the discontinued operations at March 31, 2024 and December 31, 2023 are summarized below: Schedule of assets and liabilities of the discontinued operation Periods Ended March 31, 2024 December 31, 2023 Property and equipment, net (1) $ 3,342,615 $ 3,268,448 Texas Railroad Commission bond (2) 62,537 62,537 Assets of discontinued operations, non-current 3,405,152 3,330,985 Total assets $ 3,405,152 $ 3,330,985 Accounts payable $ 57,612 $ 200,069 Note payable, current maturities 343,500 343,500 Liabilities of discontinued operations, current 401,112 543,569 Estimated asset retirement obligation 97,463 97,463 Liabilities of discontinued operations, non-current 97,463 97,463 Total liabilities $ 498,575 $ 641,032 (1) Property and equipment, net Property and equipment, at cost, for the discontinued operations consisted of the following at March 31, 2024 and December 31, 2023: Schedule of Property and equipment cost, for discontinued operations March 31, 2024 December 31, 2023 Useful Lives Equipment $ 739,481 $ 739,481 5 20 Vehicles 61,000 61,000 5 15 Well development costs 2,663,682 2,571,221 * Less accumulated depreciation (121,548 ) (103,254 ) — Property and equipment, net $ 3,342,615 $ 3,268,448 — * Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of March 31, 2024, a minimal amount of oil has been produced and work is ongoing to determine how to determine how to get regular production from the field. Depreciation expense for the discontinued operations for periods ended March 31, 2024 and 2023 was $ 18,294 13,105 Oil and Gas Producing Activities The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $ 2,663,682 2,571,221 Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three months ended March 31, 2024 and 2023, there was no no Costs associated with development wells that are unevaluated or are waiting on access to transportation or processing facilities are reclassified into developmental wells-in-progress ("WIP"). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At March 31, 2024 and December 31, 2023, no Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of- production method based on proved reserves and estimated salvage values. During the three months ended March 31, 2024 and no The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. During the three months ended March 31, 2024 and 2023, there was no (2) Texas Railroad Commission Bond and Estimated Asset Retirement Obligation To cover the estimated future asset retirement obligations ("ARO") related to its oil and gas properties, the Company maintains a $ 62,337 5,000 92,463 Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 Income taxes consist of the following components as of: Schedule of federal income tax rate March 31, 2024 March 31, 2023 Federal income tax benefit attributable to: Current Operations $ 213,379 $ 101,988 Less: Valuation allowance (213,379 ) (101,988 ) Net provision for Federal income taxes $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended March 31, 2024 and December 31, 2023, due to the following: Schedule of deferred tax asset March 31, 2024 December 31, 2023 Deferred tax asset attributable to: Net operating loss carryover $ 1,625,363 $ 1,411,984 Less: Valuation allowance (1,625,363 ) (1,411,984 ) Net deferred tax asset $ — $ — At March 31, 2024, the Company had net operating loss carry forwards of $ 1,625,363 No Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The following are subsequent events that the Company considers may be material: · New money raised from investors since March 31, 2024 to May 15, 2024 – $ 255,000 · New money borrowed from a lender since March 31, 2024 - $ 86,250 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue recognition | Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The Company recognizes sales when oil is picked up by the delivery company and control passes to the customer. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. The Company is in the processing of spinning off its oil field operations known as the Alvey oil field (Alvey). Alvey’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Alvey. The discontinued operations exclude general corporate allocations. |
Note Receivable | Note Receivable CETI provided two Short-Term Capital Bridge Loan totaling $ 190,000 6 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the Accounting Standards Codification (“ASC”), the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. |
Intangible Assets | Intangible Assets The Company recognizes intangible assets in accordance with ASC 350. Intangible assets are defined as identifiable non-monetary assets without physical substance, acquired through purchase, internally generated, or acquired as part of a business combination, which provide future economic benefits and are under the control of the Company. Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis, unless another systematic and rational method better represents the consumption of the economic benefits. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually or more frequently if there are indications of impairment. The Company reviews intangible assets for indicators of impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Any impairment loss is recognized in the income statement. Upon impairment, the carrying amount of the intangible asset is reduced to its recoverable amount. |
Stock-based Compensation | Stock-based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) ASC 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the three months ended March 31, 2024 and 2023, the Company recorded $ 0 261,898 in stock-based compensation expense, respectively. In addition, the Company recorded prepaid stock compensation of $ 216,445 and $ 496,022 at March 31, 2024 and December 31, 2023, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, “ Fair Value Measurements Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024: Schedule of derivative liability Description Level 1 Level 2 Level 3 Total Derivative $ — $ — $ 113,097 $ 113,097 Total $ — $ — $ 113,097 $ 113,097 |
Income taxes | Income taxes Income states are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measures using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expect to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted ASC 740, “ Accounting for Income Taxes |
Net income (loss) per common share | Net income (loss) per common share Under the provisions of ASC 260, “ Earnings per Share Schedule of diluted net income (loss) per share available to common stockholders Three months ended March 31, 2024 2023 Warrants 3,750,000 — Stock options 1,000,000 200,000 Convertible notes payable 21,419,318 — Preferred stock 50,013,000 11 Total 76,182,318 200,011 |
Concentration of credit risks | Concentration of credit risks The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully secured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of derivative liability | Schedule of derivative liability Description Level 1 Level 2 Level 3 Total Derivative $ — $ — $ 113,097 $ 113,097 Total $ — $ — $ 113,097 $ 113,097 |
Schedule of diluted net income (loss) per share available to common stockholders | Schedule of diluted net income (loss) per share available to common stockholders Three months ended March 31, 2024 2023 Warrants 3,750,000 — Stock options 1,000,000 200,000 Convertible notes payable 21,419,318 — Preferred stock 50,013,000 11 Total 76,182,318 200,011 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2024 December 31, 2023 Useful Lives Equipment $ 498,900 $ 432,559 5 20 Vehicles 6,000 6,000 5 15 Property and equipment, net $ 504,900 $ 438,559 — |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt March 31, 2024 December 31, 2023 Note payables $ 187,000 $ 100,000 Loan payable – related party 153,989 153,989 Convertible notes payable 2,594,250 2,810,250 Convertible notes payable – related party 22,000 22,000 2,957,239 3,086,239 Debt discount (87,001 ) (161,011 ) 2,870,238 2,925,228 Less current portion 221,398 154,154 Long term portion $ 2,648,840 $ 2,771,074 |
Schedule of debt maturity | Schedule of debt maturity Year Amount 2024 578,250 2025 2,379,079 $ 2,957,329 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of derivative liabilities | Schedule of derivative liabilities March 31, 2024 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 1,091,311 $ 113,097 Total 1,091,311 $ 113,097 December 31, 2023 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 878,836 $ 217,177 Total 878,836 $ 217,177 |
Schedule of changes in gain loss fair values of the derivative financial instruments | Schedule of changes in gain loss fair values of the derivative financial instruments For the Three Months Ended March 31, 2024 March 31, 2023 Embedded derivatives $ 24,516 $ 72,369 Loss on issuance of derivative — (86,858 ) Total gain (loss) $ 24,516 $ (14,489 ) |
Schedule of embedded derivatives | Schedule of embedded derivatives Inception Date Inception Date September 27 2023 Note December 29 2023 Note March 31, 2024 Quoted market price on valuation date $ 0.334 $ 0.348 $ 0.145 Effective contractual conversion rates $ 0.169 $ 0.195 $ 0.104 Contractual term to maturity 1 1 0.48 0.75 Market volatility: Volatility 143.96 730.38 161.76 586.87 208.49 350.38 Risk-adjusted interest rate 8.48 % 8 % 8 % |
Schedule of fair value assumptions | Schedule of fair value assumptions Period Ended March 31, 2024 Year Ended December 31, 2023 Balances at beginning of period $ 217,177 $ — Issuances: Embedded derivatives — 355,305 Gain on extinguishment of derivative liability (79,564 ) — Conversions — (49,248 ) Changes in fair value inputs and assumptions reflected in income (24,516 ) (88,880 ) Balances at end of period $ 113,097 $ 217,177 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of accounting effects | Schedule of accounting effects June 3, 2023 Replacement Award Fair value of new award $ 60,472 Fair value of original award on modification date $ 1,377 Incremental cost $ 59,095 Unrecognized grant-date fair value of original award on modification date $ 37,647 Cost to be recognized after modification $ 96,742 Recognition Period 24 months |
Schedule of significant inputs and results in options | Schedule of significant inputs and results in options Quoted market price on valuation date $ 0.3480 Exercise price $ 0.3600 Expected life (in years) 1.50 Equivalent volatility 32.88 % Interest rates 4.50 % |
Schedule of stock option activity | Schedule of stock option activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Options outstanding December 31, 2023 1,000,000 0.3600 1.01 Issued — — — Exercised — — — Cancelled — — — Options outstanding March 31, 2024 1,000,000 0.3600 0.76 Options exercisable March 31, 2024 1,000,000 $ 0.3600 0.76 |
Schedule of assumptions | Schedule of assumptions Quoted market price on valuation date $ 0.3100 Effective contractual strike price $ 0.0013 Market volatility 373 % Contractual term to maturity 2 Risk-adjusted interest rate 4.87 % |
Schedule of stock warrant activity | Schedule of stock warrant activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Warrants exercisable December 31, 2023 3,750,000 $ 0.001 1.50 Issued — — — Exercised — — — Expired — — — Warrants outstanding March 31, 2024 3,750,000 0.001 1.25 Warrants exercisable March 31, 2024 3,750,000 $ 0.001 1.25 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations consolidated statement of operations | Schedule of discontinued operations consolidated statement of operations Three Months Ended March 31, 2024 2023 Total revenue $ 9,208 $ — Total cost of revenue 2,725 — Gross profit 6,483 — Operating expenses 18,295 13,105 Loss from operations (11,812 ) 13,105 Other income (expenses) — (3,600 ) Loss before tax expense (11,812 ) (16,705 ) Tax expense — — Loss from operations of discontinued operations $ (11,812 ) $ (16,705 ) |
Schedule of assets and liabilities of the discontinued operation | Schedule of assets and liabilities of the discontinued operation Periods Ended March 31, 2024 December 31, 2023 Property and equipment, net (1) $ 3,342,615 $ 3,268,448 Texas Railroad Commission bond (2) 62,537 62,537 Assets of discontinued operations, non-current 3,405,152 3,330,985 Total assets $ 3,405,152 $ 3,330,985 Accounts payable $ 57,612 $ 200,069 Note payable, current maturities 343,500 343,500 Liabilities of discontinued operations, current 401,112 543,569 Estimated asset retirement obligation 97,463 97,463 Liabilities of discontinued operations, non-current 97,463 97,463 Total liabilities $ 498,575 $ 641,032 |
Schedule of Property and equipment cost, for discontinued operations | Schedule of Property and equipment cost, for discontinued operations March 31, 2024 December 31, 2023 Useful Lives Equipment $ 739,481 $ 739,481 5 20 Vehicles 61,000 61,000 5 15 Well development costs 2,663,682 2,571,221 * Less accumulated depreciation (121,548 ) (103,254 ) — Property and equipment, net $ 3,342,615 $ 3,268,448 — * Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of March 31, 2024, a minimal amount of oil has been produced and work is ongoing to determine how to determine how to get regular production from the field. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal income tax rate | Schedule of federal income tax rate March 31, 2024 March 31, 2023 Federal income tax benefit attributable to: Current Operations $ 213,379 $ 101,988 Less: Valuation allowance (213,379 ) (101,988 ) Net provision for Federal income taxes $ — $ — |
Schedule of deferred tax asset | Schedule of deferred tax asset March 31, 2024 December 31, 2023 Deferred tax asset attributable to: Net operating loss carryover $ 1,625,363 $ 1,411,984 Less: Valuation allowance (1,625,363 ) (1,411,984 ) Net deferred tax asset $ — $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Sep. 03, 2020 USD ($) |
Global Environmental Technologies [Member] | Securities Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares sold, value | $ 66,400 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Mar. 31, 2024 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | $ 113,097 |
Total | 113,097 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | 0 |
Total | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | 0 |
Total | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | 113,097 |
Total | $ 113,097 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total | $ 76,182,318 | $ 200,011 |
Warrant [Member] | ||
Total | 3,750,000 | 0 |
Stock Options [Member] | ||
Total | 1,000,000 | 200,000 |
Convertible Note Payable [Member] | ||
Total | 21,419,318 | 0 |
Preferred Stock [Member] | ||
Total | $ 50,013,000 | $ 11 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Short-term capital bridge loan | $ 190,000 | $ 190,000 | |
Accruing simple interest | 6% | 6% | |
Stock based compensation expense | $ 0 | $ 261,898 | |
Prepaid stock compensation | $ 216,445 | $ 496,022 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Working Interest percentage | 18.75% |
Danny Hyde [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Payments to acquire oil and gas equipment | $ 450,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 504,900 | $ 438,559 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 498,900 | 432,559 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 20 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,000 | $ 6,000 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 15 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Fair value | $ 758,501 | $ 370,000 | ||
Less amortization | 50,567 | |||
Amortization net | 707,934 | 362,292 | ||
Common issued shares | 1,000,000 | |||
Common stock per share value | $ 0.37 | |||
Less amortization | 7,708 | |||
Intangible assets net | 1,042,013 | $ 1,070,226 | ||
Amortization of intangible assets | $ 28,213 | $ 0 |
DEBT (Details)
DEBT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Debt | $ 2,957,239 | $ 3,086,239 |
Debt discount | (87,001) | (161,011) |
Short term debt | 2,870,238 | 2,925,228 |
Less current portion | 221,398 | 154,154 |
Long term portion | 2,648,840 | 2,771,074 |
Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 187,000 | 100,000 |
Note Payable Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 153,989 | 153,989 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,594,250 | 2,810,250 |
Convertible Notes Payable Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 22,000 | $ 22,000 |
DEBT (Details 1)
DEBT (Details 1) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 578,250 |
2025 | 2,379,079 |
Total | $ 2,957,329 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 21, 2024 | Mar. 20, 2024 | Jan. 31, 2023 | |
Debt Instrument [Line Items] | ||||||||||||
Loan paid | $ 79,250 | |||||||||||
Acquisition price after discount | $ 50,567 | |||||||||||
Loans payable | $ 100,000 | |||||||||||
Interest paid | $ 22,718 | 50 | 6,500 | |||||||||
Borrowed outstanding | 90,000 | $ 100,000 | ||||||||||
Accrues interest payable | 250 | 125 | ||||||||||
Interest paid in stock | $ 200 | |||||||||||
Stock share paid per value | $ 0.20 | |||||||||||
Additional interest paid in cash | $ 7,500 | |||||||||||
Related party issued loan amount, gross | 153,989 | |||||||||||
Related party issued loan amount, net | $ 130,074 | |||||||||||
Loan percentage per year | 12.50% | |||||||||||
Common stock issued on conversion | 10,830,890 | |||||||||||
Converted value loan | 0 | $ 49,248 | ||||||||||
Convertible term notes payable | $ 2,512,307 | $ 2,641,000 | ||||||||||
Convertible notes payable | $ 1,178,787 | |||||||||||
Common shares remain unissued | 8,110,690 | |||||||||||
Convertible notes payable remain outstanding | $ 2,810,250 | |||||||||||
Share price | $ 0.3600 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan paid | $ 90,000 | $ 150,000 | $ 60,000 | $ 69,250 | ||||||||
Bear interest rate | 10% | 8% | 8% | 7% | ||||||||
Convertible note payable with a related party | $ 25,000 | |||||||||||
Convertible per share | $ 0.001 | |||||||||||
Number of value sale | $ 3,000 | |||||||||||
Converted shares loan | 3,000,000 | |||||||||||
Convertible notes payable | $ 870,000 | $ 3,971,500 | $ 1,461,000 | $ 1,175,000 | ||||||||
Common stock issued on conversion | 10,000 | |||||||||||
Converted value loan | $ 25,000 | |||||||||||
Notes payable issued | $ 386,000 | $ 1,075,000 | ||||||||||
Convertible term notes payable | $ 75,000 | $ 75,000 | ||||||||||
Debt instrument second notes payable maturity date | Sep. 25, 2024 | |||||||||||
Debt instrument third notes payable maturity date | Dec. 29, 2024 | |||||||||||
Discount rate | 35% | |||||||||||
Share price | $ 0.35 | |||||||||||
Issuance of common shares | 100,000 | |||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares and convertible common stock range | $ 0.10 | |||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares and convertible common stock range | $ 0.25 | |||||||||||
Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan paid | $ 100,000 | |||||||||||
Interest expense | 10,000 | |||||||||||
Repayment of notes payable | 50,000 | |||||||||||
Cash converted | 60,000 | |||||||||||
Note payable related party | $ 15,000 | |||||||||||
Bear interest rate | 7% | |||||||||||
Notes Payable [Member] | KAM Biotechnology [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total acquisition price | $ 800,000 | |||||||||||
Acquisition price after discount | $ 758,501 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Indexed Shares [Member] | ||
Offsetting Assets [Line Items] | ||
Embedded derivatives | $ 1,091,311 | $ 878,836 |
Total | 1,091,311 | 878,836 |
Fair Values [Member] | ||
Offsetting Assets [Line Items] | ||
Embedded derivatives | 113,097 | 217,177 |
Total | $ 113,097 | $ 217,177 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | ||
Embedded derivatives | $ 24,516 | $ 72,369 |
Loss on issuance of derivative | 0 | (86,858) |
Total gain (loss) | $ 24,516 | $ (14,489) |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - $ / shares | 3 Months Ended | ||
Dec. 29, 2023 | Sep. 27, 2023 | Mar. 31, 2024 | |
Quoted market price on valuation date | $ 0.348 | $ 0.334 | $ 0.145 |
Effective contractual conversion rates | $ 0.195 | $ 0.169 | $ 0.104 |
Contractual term to maturity | 1 year | 1 year | |
Market volatility minimum | 161.76% | 143.96% | 208.49% |
Market volatility maximum | 586.87% | 730.38% | 350.38% |
Risk-adjusted interest rate | 8% | 8.48% | 8% |
Minimum [Member] | |||
Contractual term to maturity | 5 months 23 days | ||
Maximum [Member] | |||
Contractual term to maturity | 9 months |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | ||
Balances at beginning of period | $ 217,177 | $ 0 |
Embedded derivatives | 0 | 355,305 |
Gain on extinguishment of derivative liability | (79,564) | 0 |
Conversions | 0 | (49,248) |
Changes in fair value inputs and assumptions reflected in income | (24,516) | (88,880) |
Balances at end of period | $ 113,097 | $ 217,177 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||
Accounts payable to related parties | $ 80,991 | |||
Related party loaned | $ 153,989 | |||
Percentage of interest on loan | 12.50% | |||
Consulting services | 106,250 | $ 588,308 | ||
Consulting fees | 15,000 | 120,836 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible note payable | $ 22,000 | $ 22,000 | ||
Note payable | $ 15,000 | |||
Interest rate | 7% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | |
Class of Stock [Line Items] | |||
Number of shares cancelled | 50,000,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock designated | 200,000 | ||
Share issued | 200,000 | ||
Preferred stock voting rights | Voting Rights had been established whereby one (1) share of Series A Convertible Preferred Stock has ten (10) equivalent votes of stockholders of the Company's common stock for an aggregate of 10 votes. | ||
Common stock, shares issued | 16,667 | ||
Preferred stock, shares issued | 16,671 | 16,671 | |
Preferred stock, shares outstanding | 16,671 | 16,671 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock designated | 85,000 | ||
Share issued | 67,448 | ||
Preferred stock voting rights | Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. | ||
Preferred stock, shares issued | 1 | 1 | |
Preferred stock, shares outstanding | 1 | 1 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Series C Non Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock designated | 50,000 | ||
Share issued | 50,000 | ||
Preferred stock voting rights | Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. | ||
Preferred stock, shares issued | 0.5 | 0.5 | |
Preferred stock, shares outstanding | 0.5 | 0.5 | |
Preferred stock, conversion basis | one-half share | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Special 2020 Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 1 | 1 | |
Preferred stock, shares outstanding | 1 | 1 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Number of shares converted | 150,000,000 | ||
Number of shares purchase, value | $ 66,400 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | Jun. 03, 2023 USD ($) |
Equity [Abstract] | |
Fair value of new award | $ 60,472 |
Fair value of original award on modification date | 1,377 |
Incremental cost | 59,095 |
Unrecognized grant-date fair value of original award on modification date | 37,647 |
Cost to be recognized after modification | $ 96,742 |
Recognition Period | 24 months |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Equity [Abstract] | |
Quoted market price on valuation date | $ 0.3480 |
Exercise price | $ 0.3600 |
Expected life (in years) | 1 year 6 months |
Equivalent volatility | 32.88% |
Range of interest rates | 4.50% |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - Equity Option [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Number of shares outstanding, Beginning balance | 1,000,000 | |
Weighted average exercise price outstanding, Beginning balance | $ 0.3600 | |
Weighted average remaining contractual life, outstanding | 9 months 3 days | 1 year 3 days |
Number of shares, Issued | 0 | |
Weighted average exercise price, issued | $ 0 | |
Number of shares, exercised | 0 | |
Weighted average exercise price, exercised | $ 0 | |
Number of shares, cancelled | 0 | |
Weighted average exercise price, cancelled | $ 0 | |
Number of shares outstanding, Ending balance | 1,000,000 | 1,000,000 |
Weighted average exercise price outstanding, Ending balance | $ 0.3600 | $ 0.3600 |
Number of shares, exercisable | 1,000,000 | |
Weighted average exercise price, exercisable | $ 0.3600 | |
Weighted average remaining contractual life, exercisable | 9 months 3 days |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Quoted market price on valuation date | $ 0.3480 |
Contractual term to maturity | 1 year 6 months |
Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Quoted market price on valuation date | $ 0.3100 |
Effective contractual strike price | $ 0.0013 |
Market volatility | 373% |
Contractual term to maturity | 2 years |
Risk-adjusted interest rate | 4.87% |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) - Stock Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Number of shares outstanding, Beginning balance | 3,750,000 | |
Weighted average exercise price outstanding, Beginning balance | $ 0.001 | |
Weighted average remaining contractual life, outstanding | 1 year 3 months | 1 year 6 months |
Number of shares, issued | 0 | |
Weighted average exercise price, issued | $ 0 | |
Number of shares, exercised | 0 | |
Weighted average exercise price, exercised | $ 0 | |
Number of shares, expired | 0 | |
Weighted average exercise price, expired | $ 0 | |
Number of shares outstanding, Ending balance | 3,750,000 | 3,750,000 |
Weighted average exercise price outstanding, Ending balance | $ 0.001 | $ 0.001 |
Number of shares, exercisable | 3,750,000 | |
Weighted average exercise price, exercisable | $ 0.001 | |
Weighted average remaining contractual life, exercisable | 1 year 3 months |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 07, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 15, 2023 | Jul. 02, 2023 | Mar. 02, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Compensation expense | $ 18,318 | ||||||
Stock option exercisable | 100,000 | ||||||
Stock options description | Company canceled Ken Water's 200,000 Options, of which 150,000 vested as of the cancellation date. On the same date, the Company agreed to issue 1,000,000 replacement options with a vesting date of June 3, 2023. | ||||||
Shares issued | 2,000,000 | ||||||
Common stock price per share | $ 0.42 | ||||||
Warrants receivable | 3,250,000 | ||||||
Warrants per share | $ 0.001 | ||||||
Warrants issued shares | 500,000 | ||||||
Consulting expenses | $ 602,179 | ||||||
Equity Option [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total unrecognized compensation cost | $ 37,648 | ||||||
Stock options outstanding | 200,000 | ||||||
Stock option exercisable | 50,000 | ||||||
Weighted average remaining term | 1 year 3 months 21 days | ||||||
Consulting Agreement [Member] | Equity Option [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock option issued | 200,000 | ||||||
Stock option exercise price | $ 0.58 | ||||||
Stock option grant date fair value | $ 55,966 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Total revenue | $ 9,208 | $ 0 |
Total cost of revenue | 2,725 | 0 |
Gross profit | 6,483 | 0 |
Operating expenses | 18,295 | 13,105 |
Loss from operations | (11,812) | 13,105 |
Other income (expenses) | 0 | (3,600) |
Loss before tax expense | (11,812) | (16,705) |
Tax expense | 0 | 0 |
Loss from operations of discontinued operations | $ (11,812) | $ (16,705) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Property and equipment, net(1) | $ 3,342,615 | $ 3,268,448 |
Texas Railroad Commission bond(2) | 62,537 | 62,537 |
Assets of discontinued operations, non-current | 3,405,152 | 3,330,985 |
Total assets | 3,405,152 | 3,330,985 |
Accounts payable | 57,612 | 200,069 |
Note payable, current maturities | 343,500 | 343,500 |
Liabilities of discontinued operations, current | 401,112 | 543,569 |
Estimated asset retirement obligation | 97,463 | 97,463 |
Liabilities of discontinued operations, non-current | 97,463 | 97,463 |
Total liabilities | $ 498,575 | $ 641,032 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Property, Plant and Equipment [Line Items] | |||
Property and equipment net | $ 3,342,615 | $ 3,268,448 | |
Less accumulated depreciation | (121,548) | (103,254) | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment net | $ 739,481 | 739,481 | |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful lives | 5 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful lives | 20 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment net | $ 61,000 | 61,000 | |
Vehicles [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful lives | 5 years | ||
Vehicles [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful lives | 15 years | ||
Well Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment net | [1] | $ 2,663,682 | $ 2,571,221 |
[1]Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of March 31, 2024, a minimal amount of oil has been produced and work is ongoing to determine how to determine how to get regular production from the field. |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Depreciation expense | $ 18,294 | $ 13,105 | |
Production capitalized costs | 2,663,682 | $ 2,571,221 | |
Impairment unproved properties | 0 | 0 | |
Gain loss on sales of unproved properties | 0 | 0 | |
Capitalized developmental costs | 0 | $ 0 | |
Depreciation and amortization expense on oil and gas properties | 0 | 0 | |
Impairment proved properties | 0 | $ 0 | |
Texas railroad commission bond | 62,337 | ||
Estimates capital | 5,000 | ||
Additional contingent liability | $ 92,463 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 213,379 | $ 101,988 |
Less: Valuation allowance | (213,379) | (101,988) |
Net provision for Federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,625,363 | $ 1,411,984 |
Less: Valuation allowance | (1,625,363) | (1,411,984) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 21% | |
Operating loss carry forwards | $ 1,625,363 | |
Income tax benefit | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
May 15, 2024 | Mar. 31, 2024 | |
Subsequent Event [Line Items] | ||
Borrow money from lender | $ 86,250 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Net proceeds from investors | $ 255,000 |