Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 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 | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24115 | |
Entity Registrant Name | WORLDS INC. | |
Entity Central Index Key | 0000001961 | |
Entity Tax Identification Number | 22-1848316 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11 Royal Road | |
Entity Address, City or Town | Brookline | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02445 | |
City Area Code | 617 | |
Local Phone Number | 725-8900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,112,506 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 155,245 | $ 244,856 |
Prepaid expenses | 26,545 | 20,545 |
Total Current Assets | 181,790 | 265,401 |
Total assets | 181,790 | 265,401 |
Current Liabilities | ||
Accounts payable | 798,708 | 798,108 |
Accrued expenses related party | 158,151 | 148,151 |
Accrued expenses | 1,699,677 | 1,688,026 |
Notes payable exceeding statute of limitations | 773,279 | 773,279 |
Total Current Liabilities | 3,429,815 | 3,407,564 |
Total Liabilities | 3,429,815 | 3,407,564 |
Common stock (Par value $0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at March 31, 2024 and December 31, 2023 | 57,113 | 57,113 |
Additional paid in capital | 42,335,725 | 42,335,725 |
Common stock-warrants | 1,206,913 | 1,206,913 |
Accumulated deficit | (46,847,776) | (46,741,914) |
Total stockholders' deficit | (3,248,025) | (3,142,163) |
Total Liabilities and stockholders' deficit | $ 181,790 | $ 265,401 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 57,112,506 | 57,112,506 |
Common stock, shares outstanding | 57,112,506 | 57,112,506 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Revenue | ||
Total Revenue | ||
Cost and Expenses | ||
Cost of Revenue | ||
Gross Profit/(Loss) | ||
Selling, General & Admin. | 26,765 | 25,724 |
Salaries and related | 60,359 | 54,110 |
Operating loss | (87,124) | (79,834) |
Gain on sale of marketable securities | 69,035 | |
Interest expense | (18,738) | (18,711) |
Net Income/(Loss) | $ (105,862) | $ (29,510) |
Weighted Average Gain (Loss) per share, basic and diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding, basic and diluted | 57,112,506 | 57,112,506 |
Statement of Stockholders Defic
Statement of Stockholders Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 57,113 | $ 42,335,725 | $ 1,206,913 | $ (46,824,093) | $ (3,224,342) |
Ending Balance, Shares at Dec. 31, 2022 | 57,112,506 | ||||
Net Loss | (29,510) | (29,510) | |||
Ending balance, value at Mar. 31, 2023 | 57,113 | 42,335,725 | 1,206,913 | (46,853,603) | (3,253,852) |
Beginning balance, value at Dec. 31, 2023 | $ 57,113 | 42,335,725 | 1,206,913 | (46,741,914) | $ (3,142,163) |
Ending Balance, Shares at Dec. 31, 2023 | 57,112,506 | 57,112,506 | |||
Net Loss | (105,862) | $ (105,862) | |||
Ending balance, value at Mar. 31, 2024 | $ 57,113 | $ 42,335,725 | $ 1,206,913 | $ (46,847,776) | $ (3,248,025) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income/(loss) | $ (105,862) | $ (29,510) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Realized gain on sale of marketable securities | (69,035) | |
Prepaid expenses | (6,000) | |
Accounts payable and accrued expenses related party | 10,000 | 28,246 |
Accounts payable and accrued expenses | 12,251 | 29,161 |
Net cash (used in) operating activities: | (89,611) | (41,138) |
Cash flows from investing activities | ||
Cash received from sale of marketable securities | 69,035 | |
Cash provided by investing activities | 69,035 | |
Cash flows from financing activities | ||
Loan payable related party | 45,000 | |
Net cash provided by financing activities | 45,000 | |
Net increase/(decrease) in cash and cash equivalents | (89,611) | 72,897 |
Cash and cash equivalents, beginning of year | 244,856 | 7,778 |
Cash and cash equivalents, end of period | 155,245 | 80,675 |
Cash paid during the period for: | ||
Interest | ||
Income taxes |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 1 – GOING CONCERN As reflected in the accompanying financial statements, the Company has a working capital deficiency of $ 3,248,025 3,248,025 89,611 Management believes that the actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern, although no assurance can be given that the Company will be successful. |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES | NOTE 2 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES Description of Business On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc. (currently called MariMed Inc.), the majority of its operations and related operational assets. The Company retained its patent portfolio and is looking to expand on its legacy celebrity worlds and its collection of non-fungible tokens. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). The Company has incurred significant losses since its inception and has had minimal revenues from operations. The Company will require substantial additional funds for its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. There can be no assurance that the Company will be able to obtain the substantial additional capital resources to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company has not been able to generate sufficient revenue or obtain sufficient financing which has had a material adverse effect on the Company, including requiring the Company to reduce operations. As the Company has focused its attention historically on increasing its patent portfolio and enforcing it, and more recently on its expansion of its legacy celebrity worlds and its collection of non-fungible tokens, the Company has been operating at a reduced capacity, with only one employee and using consultants to perform any additional work that may be required. 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 assets and liabilities and disclosures 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 these estimates. Cash and Cash Equivalents Cash and cash equivalents include highly liquid money market instruments, which have original maturities of three months or less at the time of purchase. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606. There was no impact in adopting ASC 606 as the Company has no revenue at this time. In the second quarter of 2011, the Company spun off its online businesses to MariMed Inc. The Company’s sources of revenue after the spinoff was expected to be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Commencing in the first half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. The Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Advertising Expenses Advertising costs are expensed as incurred. There were no Research and Development Costs Research and development costs are charged to operations as incurred. There were no Prepaid Expenses Prepaid expenses is a retainer paid to a law firm and an advance payment to a data center. The balance at March 31, 2024 is $ 26,545 20,545 Property and Equipment Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years Impairment of Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the first quarter of 2024 and 2023. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB ASC 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 services in exchange for the award (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 Section 740-10-30 of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 Notes Payable The Company has $ 773,279 Comprehensive Income (Loss) The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB ASC which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of March 31, 2024, there were 16,600,000 no 22,400,000 no Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. During 2000 the Company was involved in a lawsuit relating to unpaid consulting services. In April, 2001 a judgment against the Company was rendered for approximately $ 205,000 205,000 Risk and Uncertainties The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2023. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, other receivables, accounts payable & accrued expenses, due to related party, notes payable and notes payables, approximate their fair values because of the short maturity of these instruments. The Company's convertible notes payable are measured at amortized cost. Warrant and option expense was measured by using level 3 valuation. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 3 - NOTES PAYABLE Notes payable at March 31, 2024 consist of the following: Unsecured note payable bearing 8% interest, entire balance of principal and unpaid interest due on demand $ 124,230 Unsecured note payable bearing 10% interest, entire balance of principal and unpaid interest due on demand $ 649,049 Total notes $ 773,279 2024 (9 months remaining) $ 773,279 2025 $ -0- 2026 $ -0- 2027 $ -0- 2028 $ -0- $ 773,279 The Company accrued interest of $ 18,738 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
EQUITY | NOTE 4 - EQUITY The Company did not issue any shares of common stock, options or warrants in the three months ending March 31, 2024 or in the three months ending March 31, 2023. Stock Warrants and Options Stock warrants/options outstanding and exercisable on March 31, 2024 are as follows Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.07 15,000,000 0.80 $ 0.27 300,000 1.63 $ 0.05 600,000 2.76 $ 0.08 700,000 2.88 Total 16,600,000 Exercisable $ 0.07 15,000,000 0.80 $ 0.27 300,000 1.63 $ 0.05 600,000 2.76 $ 0.08 700,000 2.88 Total 16,600,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The agreement, dated as of August 28, 2018, is for five one one year extension $200,000 10% $500 2.5% $75,000 150% 200% $100,000 201% 250% $200,000 251% 5% $10,000 5 million $0.25 2 million 1.5 million 1.5 million 2 million 2.99 12 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS During the three months ended March 31, 2023, Mr. Kidrin the CEO of the Company loaned the Company $ 45,000 The balance in the accrued expense attributable to related parties is comprised of accrued salary due the CEO based on an employment agreement for $ 91,963 $66,188 $10,000 158,151 The balance in the accrued expense attributable to related parties at December 31, 2023 is comprised of accrued salary due the CEO based on an employment agreement for $ 91,963 $56,188 148,151 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES Accrued expenses is comprised of (i) $ 158,151 205,000 1,475,514 1,383 17,780 |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | NOTE 8 – PREPAID EXPENSES Prepaid expenses at March 31, 2024 is $ 26,545 20,545 |
SALE OF MARKETABLE SECURITIES
SALE OF MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
SALE OF MARKETABLE SECURITIES | NOTE 9 – SALE OF MARKETABLE SECURITIES When Worlds Inc. spun off Worlds Online Inc. in January 2011, the Company retained 5,936,115 $0 During the three months ended March 31, 2024, there were no During the three months ended March 31, 2023 the Company generated net cash of $ 69,035 185,668 0.40 As of March 31, 2024, the Company still owns approximately 350,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On May 14, 2024, Jordan Freeman was appointed to the Board of Directors to fill the vacancy created by the earlier resignation of Mr. Christos. The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any additional recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc. (currently called MariMed Inc.), the majority of its operations and related operational assets. The Company retained its patent portfolio and is looking to expand on its legacy celebrity worlds and its collection of non-fungible tokens. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). The Company has incurred significant losses since its inception and has had minimal revenues from operations. The Company will require substantial additional funds for its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. There can be no assurance that the Company will be able to obtain the substantial additional capital resources to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company has not been able to generate sufficient revenue or obtain sufficient financing which has had a material adverse effect on the Company, including requiring the Company to reduce operations. As the Company has focused its attention historically on increasing its patent portfolio and enforcing it, and more recently on its expansion of its legacy celebrity worlds and its collection of non-fungible tokens, the Company has been operating at a reduced capacity, with only one employee and using consultants to perform any additional work that may be required. |
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 assets and liabilities and disclosures 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 these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include highly liquid money market instruments, which have original maturities of three months or less at the time of purchase. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606. There was no impact in adopting ASC 606 as the Company has no revenue at this time. In the second quarter of 2011, the Company spun off its online businesses to MariMed Inc. The Company’s sources of revenue after the spinoff was expected to be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Commencing in the first half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. The Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed as incurred. There were no |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred. There were no |
Prepaid Expenses | Prepaid Expenses Prepaid expenses is a retainer paid to a law firm and an advance payment to a data center. The balance at March 31, 2024 is $ 26,545 20,545 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the first quarter of 2024 and 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB ASC 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 services in exchange for the award (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 Section 740-10-30 of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 |
Notes Payable | Notes Payable The Company has $ 773,279 |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB ASC which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. |
Loss Per Share | Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of March 31, 2024, there were 16,600,000 no 22,400,000 no |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. During 2000 the Company was involved in a lawsuit relating to unpaid consulting services. In April, 2001 a judgment against the Company was rendered for approximately $ 205,000 205,000 |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. |
Uncertain Tax Positions | Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2023. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, other receivables, accounts payable & accrued expenses, due to related party, notes payable and notes payables, approximate their fair values because of the short maturity of these instruments. The Company's convertible notes payable are measured at amortized cost. Warrant and option expense was measured by using level 3 valuation. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable - | Notes payable at March 31, 2024 consist of the following: Unsecured note payable bearing 8% interest, entire balance of principal and unpaid interest due on demand $ 124,230 Unsecured note payable bearing 10% interest, entire balance of principal and unpaid interest due on demand $ 649,049 Total notes $ 773,279 2024 (9 months remaining) $ 773,279 2025 $ -0- 2026 $ -0- 2027 $ -0- 2028 $ -0- $ 773,279 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stock Warrants and Options | Stock Warrants and Options Stock warrants/options outstanding and exercisable on March 31, 2024 are as follows Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.07 15,000,000 0.80 $ 0.27 300,000 1.63 $ 0.05 600,000 2.76 $ 0.08 700,000 2.88 Total 16,600,000 Exercisable $ 0.07 15,000,000 0.80 $ 0.27 300,000 1.63 $ 0.05 600,000 2.76 $ 0.08 700,000 2.88 Total 16,600,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
working capital deficiency | $ 3,248,025 |
Stockholders' Equity, Period Increase (Decrease) | 3,248,025 |
Cash used in operations | $ 89,611 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 01, 2001 | |
Class of Warrant or Right [Line Items] | ||||
Advertising cost | $ 0 | $ 0 | ||
Research and development costs | 0 | $ 0 | ||
Prepaid expenses | $ 26,545 | $ 20,545 | ||
Range on assests useful lives | three to five years | |||
Realized ultimate settlement | 50% | |||
Short term notes outstanding | $ 773,279 | 773,279 | ||
Anti-diluted outstanding options | 16,600,000 | 22,400,000 | ||
Anti-diluted outstanding warrants | 16,600,000 | |||
Judgment amount | $ 205,000 | |||
Reserve for lawsuit | $ 205,000 | $ 205,000 | ||
Antidilutive Securities, Name [Domain] | ||||
Class of Warrant or Right [Line Items] | ||||
Anti-diluted outstanding warrants | 0 | 0 |
Notes Payable - (Details)
Notes Payable - (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Unsecured note payable bearing 8% interest, entire balance of principal and unpaid interest due on demand | $ 124,230 | |
Unsecured note payable bearing 10% interest, entire balance of principal and unpaid interest due on demand | 649,049 | |
Total notes | 773,279 | $ 773,279 |
2024 (9 months remaining) | 773,279 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Disclosure [Abstract] | |
Accured interest on notes | $ 18,738 |
Stock Warrants and Options (Det
Stock Warrants and Options (Details) | Mar. 31, 2024 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Total option/warrant outstanding | 16,600,000 |
Total option/warrants exercisable | 16,600,000 |
Outstanding 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.07 |
Shares Under Option/warrant | 15,000,000 |
Remaining Life in Years | 0.80 |
Outstanding 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.27 |
Shares Under Option/warrant | 300,000 |
Remaining Life in Years | 1.63 |
Outstanding 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.05 |
Shares Under Option/warrant | 600,000 |
Remaining Life in Years | 2.76 |
Outstanding 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.08 |
Shares Under Option/warrant | 700,000 |
Remaining Life in Years | 2.88 |
Exercisable 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.07 |
Shares Under Option/warrant | 15,000,000 |
Remaining Life in Years | 0.80 |
Exercisable 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.27 |
Shares Under Option/warrant | 300,000 |
Remaining Life in Years | 1.63 |
Exercisable 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.05 |
Shares Under Option/warrant | 600,000 |
Remaining Life in Years | 2.76 |
Exercisable 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.08 |
Shares Under Option/warrant | 700,000 |
Remaining Life in Years | 2.88 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | 48 Months Ended | |||
Mar. 31, 2024 | Aug. 28, 2023 shares | Aug. 28, 2021 shares | Aug. 28, 2020 shares | Aug. 28, 2019 USD ($) yr Interger $ / shares shares | |
Employee contract terms | yr | 5 | ||||
Employment renewal option | yr | 1 | ||||
CEO employee extended | one year extension | ||||
Officer base salary | $ 200,000 | ||||
Annual base salary increase | 10% | ||||
Car allowance | $ 500 | ||||
Annual bonus percentage | 0.025 | ||||
Additional bonus | $ 75,000 | ||||
Pre-Tax Income Range | 150% | ||||
Pre-Tax Income Range | 200% | ||||
Additional bonus maxium amount | 0.05 | ||||
Life insuance premiums | $ 10,000 | ||||
Number of shares to purchase | shares | 5,000,000 | ||||
Common stock exercise price | $ / shares | $ 0.25 | ||||
Vested shares to purchase | shares | 2,000,000 | ||||
Vested shares | shares | 1,500,000 | 1,500,000 | |||
Death benefit | $ 2,000,000 | ||||
Payment amount times base amount | 2.99 | ||||
Restrictive convenants amount | Interger | 12 | ||||
Additional bonus 1 | |||||
Additional bonus | $ 100,000 | ||||
Pre-Tax Income Range | 201% | ||||
Pre-Tax Income Range | 250% | ||||
Additional bonus 2 | |||||
Additional bonus | $ 200,000 | ||||
Pre-Tax Income | 251% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |||
CEO loan for operating expenses | $ 45,000 | ||
Accrued salary for CEO | $ 91,963 | ||
Accrued consulting fee to CFO | $ 66,188 | ||
Increase in accured consulting fees | 10,000 | ||
Accrued expenses related party | $ 158,151 | 148,151 | |
Accrued expenses related party | $ 56,188 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Apr. 01, 2001 | |
Payables and Accruals [Abstract] | |||
Owed to related parties | $ 158,151 | $ 148,151 | |
Judgment amount | $ 205,000 | ||
Related old accrual | 1,475,514 | ||
Accruals for recurring operating expenses | 1,383 | ||
Reimbursement legal fees | $ 17,780 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Retainer to law firm | $ 26,545 | $ 20,545 |
SALE OF MARKETABLE SECURITIES (
SALE OF MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2011 | |
Investments, Debt and Equity Securities [Abstract] | |||
Number of reatined shares from spin off | 5,936,115 | ||
Ratined shares value on company books | $ 0 | ||
Shares sold | 0 | 185,668 | |
Net cash generated from sale | $ 69,035 | ||
Average price per share | $ 0.40 | ||
Shares owned by MariMed | 350,000 |