Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56478 | |
Entity Registrant Name | KINETIC SEAS INCORPORATED | |
Entity Central Index Key | 0001945619 | |
Entity Tax Identification Number | 47-1981170 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 1501 E. Woodfield Rd. | |
Entity Address, Address Line Two | Suite 114E | |
Entity Address, City or Town | Schaumburg | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60173 | |
City Area Code | 888 | |
Local Phone Number | 901-8806 | |
Title of 12(g) Security | Common Stock | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,737,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 60,233 | $ 17,931 |
Accounts receivable | 20,042 | 0 |
Other asset | 10,000 | 0 |
Total current assets | 90,275 | 17,931 |
Property and equipment, net | 102,995 | 13,141 |
Total assets | 193,270 | 31,072 |
Current Liabilities | ||
Accounts payable | 24,702 | 0 |
Accrued liabilities | 240,986 | 33,486 |
Accrued interest | 1,346 | 11,098 |
Notes payable | 150,000 | 0 |
Notes payable related parties | 161,469 | 182,000 |
Total current liabilities | 578,502 | 226,584 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Series A Preferred $0.00001 par value, 10,000,000 shares authorized, 19,450 and -0- shares issued and outstanding, respectively, as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.00001 par value, 200,000,000 shares authorized and 16,540,000 and 26,646,000 shares issued and outstanding, respectively as of June 30, 2024 and December 31, 2023 | 165 | 266 |
Additional paid-in-capital | 1,389,321 | 922,020 |
Accumulated deficit | (1,774,718) | (1,117,798) |
Total stockholders' deficit | (385,232) | (195,512) |
Total liabilities and stockholders' deficit | $ 193,270 | $ 31,072 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 19,450 | 0 |
Preferred stock, shares outstanding | 19,450 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 16,540,000 | 26,646,000 |
Common stock, shares outstanding | 16,540,000 | 26,646,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Consulting Revenue | $ 61,771 | $ 0 | $ 72,325 | $ 0 |
Cost of sales consulting labor | 46,418 | 0 | 54,259 | 0 |
Gross margin | 15,353 | 0 | 18,066 | 0 |
Operating expenses | ||||
Selling, general and administrative expenses | 253,342 | 22,205 | 345,547 | 24,931 |
Professional fees | 97,539 | 0 | 119,533 | 0 |
Payroll and benefits | 77,648 | 0 | 142,177 | 0 |
Rent | 29,683 | 0 | 48,456 | 0 |
Total operating expenses | 458,213 | 22,205 | 655,713 | 24,931 |
Loss from operations | (442,860) | (22,205) | (637,648) | (24,931) |
Other income (expense): | ||||
Interest expense | (14,723) | (8,490) | (19,273) | (13,086) |
Total other (expense) | (14,723) | (8,490) | (19,273) | (13,086) |
Net (loss) | $ (457,582) | $ (30,695) | $ (656,920) | $ (38,017) |
Basic loss per share | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.01) |
Diluted loss per share | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.01) |
Weighted average number of shares outstanding: | ||||
Weighted Average Number of Shares Outstanding, Basic | 24,093,000 | 3,046,000 | 26,619,500 | 3,046,000 |
Weighted Average Number of Shares Outstanding, Diluted | 24,093,000 | 3,046,000 | 26,619,500 | 3,046,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 0 | $ 30 | $ 800,656 | $ (956,835) | $ (156,149) |
Beginning balance shares at Dec. 31, 2022 | 0 | 3,046,000 | |||
Net loss | (7,322) | (7,322) | |||
Ending balance, value at Mar. 31, 2023 | $ 0 | $ 30 | 800,656 | (964,156) | (163,471) |
Ending balance shares at Mar. 31, 2023 | 0 | 3,046,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 0 | $ 30 | 800,656 | (956,835) | (156,149) |
Beginning balance shares at Dec. 31, 2022 | 0 | 3,046,000 | |||
Net loss | (38,017) | ||||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 30 | 800,656 | (994,850) | (194,166) |
Ending balance shares at Jun. 30, 2023 | 0 | 3,046,000 | |||
Beginning balance, value at Mar. 31, 2023 | $ 0 | $ 30 | 800,656 | (964,156) | (163,471) |
Beginning balance shares at Mar. 31, 2023 | 0 | 3,046,000 | |||
Net loss | (30,695) | (30,695) | |||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 30 | 800,656 | (994,850) | (194,166) |
Ending balance shares at Jun. 30, 2023 | 0 | 3,046,000 | |||
Beginning balance, value at Dec. 31, 2023 | $ 0 | $ 266 | 922,020 | (1,117,798) | (195,512) |
Beginning balance shares at Dec. 31, 2023 | 0 | 26,646,000 | |||
Common stock issued in private placement | $ 50 | 249,950 | 250,000 | ||
Common stock issued in private placement, shares | 5,000,000 | ||||
Net loss | (199,338) | (199,338) | |||
Ending balance, value at Mar. 31, 2024 | $ 0 | $ 316 | 1,171,970 | (1,317,136) | (144,850) |
Ending balance shares at Mar. 31, 2024 | 0 | 31,646,000 | |||
Beginning balance, value at Dec. 31, 2023 | $ 0 | $ 266 | 922,020 | (1,117,798) | (195,512) |
Beginning balance shares at Dec. 31, 2023 | 0 | 26,646,000 | |||
Net loss | (656,920) | ||||
Ending balance, value at Jun. 30, 2024 | $ 0 | $ 165 | 1,389,321 | (1,774,718) | (385,232) |
Ending balance shares at Jun. 30, 2024 | 19,450 | 16,540,000 | |||
Beginning balance, value at Mar. 31, 2024 | $ 0 | $ 316 | 1,171,970 | (1,317,136) | (144,850) |
Beginning balance shares at Mar. 31, 2024 | 0 | 31,646,000 | |||
Common stock issued for services | 2,000 | 2,000 | |||
Common stock issued for services, shares | 40,000 | ||||
Common stock issued in error to be returned | $ 2 | 9,998 | 10,000 | ||
Common stock issued in error to be returned, shares | 200,000 | ||||
Common stock issued in private placement | $ 41 | 205,119 | 205,200 | ||
Common stock issued in private placement, shares | 4,104,000 | ||||
Conversion of common stock to preferred | $ (195) | 195 | |||
Conversion of common stock to preferred, shares | 19,450 | (19,450,000) | |||
Net loss | (457,582) | (457,582) | |||
Ending balance, value at Jun. 30, 2024 | $ 0 | $ 165 | $ 1,389,321 | $ (1,774,718) | $ (385,232) |
Ending balance shares at Jun. 30, 2024 | 19,450 | 16,540,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows used in operating activities | ||
Net (loss) from operations | $ (656,920) | $ (38,017) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 11,998 | 0 |
Stock based compensation | 2,000 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (20,042) | 0 |
Accounts payable | 24,702 | (1,334) |
Accrued interest | (9,752) | 0 |
Accrued liabilities | 207,500 | 13,085 |
Net cash (used in) operating activities | (440,515) | (26,265) |
Cash flows (used in) investing activities | ||
Purchases of property and equipment | (101,852) | 0 |
Net cash provided by (used in) investing activities | (101,852) | 0 |
Cash flows provided by financing activities | ||
Advances by related party | 0 | 30,000 |
Proceeds from notes payable | 150,000 | 0 |
Repayments of related party notes | (20,531) | 0 |
Proceeds from common stock issued for cash | 455,200 | 0 |
Net cash provided by financing activities | 584,669 | 30,000 |
Net increase in cash | 42,302 | 3,735 |
Cash, beginning of period | 17,931 | 1,376 |
Cash, end of period | $ 60,233 | $ 5,111 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (457,582) | $ (199,338) | $ (30,695) | $ (7,322) | $ (656,920) | $ (38,017) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Operations Kinetic Seas Incorporated (the “Company”) was formed on January 3, 2015 as a Colorado corporation with the name ONCO Merger Sub, Inc. On January 5, 2025, the Company merged with Oncology Med, Inc. as part of a holding company reorganization involving Oracle Nutraceuticals Company, under which the Company was the surviving entity in the merger. On January 18, 2015, the Company changed its name to Oncology Med, Inc. On September 16, 2016, the Company changed its name to Bellatora, Inc. On January 19, 2024, the Company changed its name to Kinetic Seas Incorporated. The Company is an Artificial Intelligence (“ AI By a written consent dated December 14, 2023, the Board of Directors of the Company approved the appointment of Edward Honour, Jeffey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock at $0.001 per share to the New Directors and certain new employees, of which 19,950,000 were acquired by the New Directors. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share. An affiliate of a New Director purchased the initial 1,000,000 shares in such offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock, which constituted approximately 84% of issued and outstanding common shares of the Company at the time. The appointment of the New Directors to the Company’s board, and sale to the New Directors of a controlling interest in the Company, were made in order to enable the Company to enter the business of artificial intelligence hosting, research & development, and consulting. Prior to the change in control to the New Directors, the Company was a shell company. The Company’s accounting year-end is December 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition and Cost of consulting Labor The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue. During the six months ended June 30, 2024 we generated $ 61,771 46,418 Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2024 and December 31, 2023 the Company’s cash and cash equivalents totaled $ 60,233 17,931 Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, The Company adopted ASC 842 on January 1, 2020, and the adoption had no impact on the Company’s financial statements because the Company does not have any operating leases. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of June 30, 2024, the Company had an accumulated deficit of $ 1,774,718 488,227 The Company does not expect to generate operating cash flow that will be sufficient to fund presently anticipated operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Currently the company’s operations are being funded by a related party. The Company will be required to continue to do so until its operations become profitable. However, there can be no assurance that the related party will continue to fund the Company or that other sources of additional debt or equity financing will be available to the Company on acceptable terms, or at all. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 4 – ACCRUED LIABILITIES As of June 30, 2024 and December 31, 2023 the Company had $ 240,986 33,486 Of these amounts, $33,486 in both periods represent amounts that the Company received cash for and recorded as revenue but was unable to document revenue recognition under the guidelines of ASC 606. They will remain as liabilities until the Company can document the sales or until the statute of limitations expires on these liabilities. During the three months ended June 30, 2024 the Company received $ 200,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS On September 18, 2021 the Company entered into a $ 30,000 50,000 20,000 40,000 90,000 21,674 5,000 22,000 11,000 10,000 4,000 10,000 15,000 15,000 50,000 1,000,000 12 10 The conversion of debt into stock reduced the balance owed on the Promissory Note to $ 182,000 11,098 During the six months ended June 30, 2024, the Company recorded $ 19,273 16,773 161,439 1,346 During the three months ended June 30, 2024, the Company issued 19,250 19,250,000 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
EQUITY | NOTE 6 – EQUITY The Company is authorized to issue 200,000,000 0.00001 10,000,000 0.00001 16,540,000 26,646,000 Issuance of Common Stock On December 14, 2023, the Board of Directors approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. Prior to year-end, the Company issued 1,000,000 50,000 9,000,000 450,000 On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued 4,104,000 205,200 During the six months ended June 30, 2024, the Company also issued 40,000 2,000 Issuance of Preferred Stock In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 10,000,000 19,450 19,450,000 Dividends Liquidation Preference 0.01 Voting Rights Voluntary Conversion Rights 1,000 Mandatory Conversion Rights 200,000 Rank Warrants The Company has outstanding 500,000 500,000 1.00 2.50 Reverse Stock Split On June 5, 2023 the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100 140,790,867 3,046,000 1,000,000 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE On April 30, 2024, the Company borrowed $ 100,000 50,000 100 50 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition and Cost of consulting Labor | Revenue Recognition and Cost of consulting Labor The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue. During the six months ended June 30, 2024 we generated $ 61,771 46,418 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2024 and December 31, 2023 the Company’s cash and cash equivalents totaled $ 60,233 17,931 |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, The Company adopted ASC 842 on January 1, 2020, and the adoption had no impact on the Company’s financial statements because the Company does not have any operating leases. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||||
Revenue | $ 61,771 | $ 0 | $ 72,325 | $ 0 | |
Cost of consulting labor | 46,418 | $ 0 | 54,259 | $ 0 | |
Cash and cash equivalents | $ 60,233 | 60,233 | $ 17,931 | ||
Consulting [Member] | |||||
Product Information [Line Items] | |||||
Revenue | 61,771 | ||||
Cost of consulting labor | $ 46,418 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,774,718 | $ 1,117,798 |
Working capital deficit | $ 488,227 |
ACCRUED LIABILITIES (Details Na
ACCRUED LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 240,986 | $ 33,486 |
Proceeds from accredited investor | $ 200,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||||
Dec. 14, 2023 | Nov. 06, 2023 | Aug. 21, 2023 | Jul. 05, 2023 | Jun. 30, 2023 | Jun. 29, 2023 | May 10, 2023 | Mar. 29, 2023 | Feb. 15, 2023 | Sep. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 02, 2024 | Dec. 31, 2023 | Sep. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Additional loan | $ 0 | $ 30,000 | |||||||||||||||
Interest expense | 19,273 | ||||||||||||||||
Promissory note | $ 161,439 | 161,439 | |||||||||||||||
Accrued interest | $ 1,346 | 1,346 | $ 11,098 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | Four Individuals [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock converted, shares issued | 19,250 | ||||||||||||||||
Common Stock [Member] | Four Individuals [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock converted, shares converted | 19,250,000 | ||||||||||||||||
Coral Investment Partners [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible notes payable | $ 90,000 | $ 50,000 | 182,000 | $ 30,000 | |||||||||||||
Additional loan | $ 15,000 | $ 15,000 | $ 10,000 | $ 11,000 | $ 4,000 | $ 10,000 | $ 22,000 | $ 5,000 | 40,000 | $ 20,000 | |||||||
Convertible notes payable interest | $ 21,674 | $ 11,098 | |||||||||||||||
Debt converted, amount converted | $ 50,000 | ||||||||||||||||
Debt converted, shares issued | 1,000,000 | ||||||||||||||||
Interest rate | 12% | 10% | |||||||||||||||
Interest expense | $ 16,773 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 05, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2024 | Feb. 28, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock shares, authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Preferred stock shares, authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares outstanding | 26,646,000 | 16,540,000 | 16,540,000 | ||||
Proceeds from sale of stock | $ 455,200 | $ 0 | |||||
Stock issued for services, shares | $ 2,000 | ||||||
Reverse stock split | reverse split of 1 for 100 | ||||||
Pre Split [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares outstanding | 140,790,867 | ||||||
Post Split [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares outstanding | 3,046,000 | ||||||
Stock issued for stock split, shares | 1,000,000 | ||||||
Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued for services, shares | 40,000 | ||||||
Stock issued for services, shares | $ 2,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued | 19,450 | 10,000,000 | |||||
Exchange for shares of common stock | 19,450,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Liquidation preference per share | $ 0.01 | $ 0.01 | |||||
Voluntary conversion rights | 1,000 | 1,000 | |||||
Mandatory conversion rights | 200,000 | 200,000 | |||||
Class A Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants outstanding | 500,000 | 500,000 | |||||
Warrants outstanding per share | $ 1 | $ 1 | |||||
Class B Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants outstanding | 500,000 | 500,000 | |||||
Warrants outstanding per share | $ 2.50 | $ 2.50 | |||||
Private Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 1,000,000 | 4,104,000 | |||||
Proceeds from sale of stock | $ 50,000 | $ 205,200 | |||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 9,000,000 | ||||||
Proceeds from sale of stock | $ 450,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Apr. 30, 2024 USD ($) shares |
Individual 1 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Short-term debt | $ | $ 100,000 |
Individual 1 [Member] | Series A Convertible Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock issued for note payable | shares | 100 |
Individual 2 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Short-term debt | $ | $ 50,000 |
Individual 2 [Member] | Series A Convertible Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock issued for note payable | shares | 50 |