| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
| Sep. 30, 2024 | Dec. 31, 2023 |
| Restructuring Cost and Reserve [Line Items] | | |
| Basis of Presentation | Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed
consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024. The interim results for the three and nine
months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or
for any future period. | Basis
of Presentation The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
| Principles of Consolidation | Principles
of Consolidation The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation. | Principles
of Consolidation The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation. |
| Emerging Growth Company | Emerging
Growth Company The
Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This
may make the comparison of the Company’s condensed consolidated financial statements with another public company difficult or impossible
because of the potential differences in accounting standards used. | Emerging
Growth Company The
Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This
may make comparison of the Company’s consolidated financial statements with another public company difficult or impossible because
of the potential differences in accounting standards used. |
| Use of Estimates | Use
of Estimates The
preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements. Making estimates requires management to exercise significant judgment.
Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ
significantly from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | Use
of Estimates The
preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates
may be subject to change as more current information becomes available and accordingly the actual results could differ significantly
from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
| Cash | Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no | Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no |
| Investments Held in Trust Account | Cash
and Investment Held in Trust Account At
September 30, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account
at a bank, and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.
The Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities. Trading securities
are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting
from the change in the fair value of investments held in Trust Account are included in interest earned on marketable securities held
in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in
Trust Account are determined using available market information. | Investments
Held in Trust Account At
December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements
of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
| Offering Costs associated with the Initial Public Offering | Offering
Costs associated with the Initial Public Offering Offering
costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted
to $ 16,418,580 5,000,000 10,812,500 606,080 | Offering
Costs associated with the Initial Public Offering Offering
costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted
to $ 16,418,580 5,000,000 10,812,500 606,080 |
| Concentration | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
| Fair Value of Financial Instruments | Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,
“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated
balance sheet, primarily due to their short-term nature. | Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,
“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated
balance sheet, primarily due to their short-term nature. |
| Income Taxes | Income
Taxes The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax
basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized. ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements
and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. | Income
Taxes The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax
basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized. ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements
and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no no The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. |
| Ordinary Shares Subject to Possible Redemption | Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and
is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence
of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 577,644 1,803,729 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit. At
September 30, 2024, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed consolidated
balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION
Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169
Plus:
Remeasurement of carrying value to redemption value 481,511
Less:
Redemption (13,781,323 )
Redeemable ordinary shares subject to possible redemption at September 30, 2024 $ 6,601,357 | Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and
is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,803,729 28,750,000 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit. At
December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet
is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds $ 287,500,000
Less:
Fair value to Public Warrants at issuance (5,606,250 )
Redeemable ordinary share issuance costs (16,098,990 )
Plus:
Remeasurement of carrying value to redemption value 33,209,323
Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083
Less:
Redemption (284,916,127 )
Plus:
Remeasurement of carrying value to redemption value 5,813,213
Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169 |
| Net Income per Ordinary Share | Net
Income (Loss) per Ordinary Share The
Company has two classes of shares, which are referred to as Class A ordinary shares (as defined above, the “Public Shares”)
and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares.
Public and private warrants to purchase 24,138,333 11.50 24,138,333 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Class A Class B Class A Class B
For the three months ended September 30, 2024 For the three months ended September 30, 2023
Class A Class B Class A Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss $ (537,019 ) $ — $ (69,258 ) $ —
Denominator:
Weighted average shares outstanding 7,765,144 — 8,991,229 —
Basic and dilution net loss per share $ (0.07 ) $ — $ (0.01 ) $ —
Class A Class B Class A Class B
For the nine months ended For the nine months ended
September 30, 2024 September 30, 2023
Class A Class B Class A Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income $ (3,606,378 ) $ — $ 3,873,480 $ 741,512
Denominator:
Weighted average shares outstanding 8,405,035 — 18,979,179 3,633,242
Basic and dilution net (loss) income per share $ (0.43 ) $ — $ 0.20 $ 0.20 | Net
Income per Ordinary Share The
Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary
shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private
warrants to purchase 24,138,333 11.50 24,138,333 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Class A Class B Class A Class B
For year ended For year ended
December 31, 2023 December 31, 2022
Class A Class B Class A Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income $ 3,831,570 $ 632,509 $ 2,582,508 $ 757,730
Denominator:
Weighted average shares outstanding 16,461,668 2,717,466 24,496,575 7,187,500
Basic and dilution net income per share $ 0.23 $ 0.23 $ 0.11 $ 0.11 |
| Accounting for Warrants | Accounting
for Warrants The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the instruments are free standing consolidated financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including
whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent
period end date while the instruments are outstanding. Management has concluded that the Public Warrants (as defined below) and Private
Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. | Accounting
for Warrants The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the instruments are free standing consolidated financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including
whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent
period end date while the instruments are outstanding. Management has concluded that the Public Warrants (as defined below) and Private
Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
| Recent Accounting Pronouncements | Recent
Accounting Pronouncements In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated
financial statements and disclosures. | Recent
Accounting Pronouncements In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial
statements and disclosures. |
| Aspire Biopharma Inc [Member] | | |
| Restructuring Cost and Reserve [Line Items] | | |
| Basis of Presentation | Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include
all the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements
include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited
condensed consolidated financial statements of the Company as of September 30, 2024 and for the three and nine months ended September
30, 2024 and 2023. The results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the operating
results for the full year ending December 31, 2024 or any other period. These unaudited condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023,
and for the year then ended. | Basis
of Presentation The
accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America. |
| Use of Estimates | Use
of Estimates The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use
of Estimates The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| Cash | Cash Cash
includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception,
which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk
of loss in value. | Cash Cash
includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception,
which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk
of loss in value. |
| Concentration | Concentration As
the Company is in a pre-revenue stage, there is no concentration of revenue for the three and nine months ended September 30, 2024 and
for the three and nine months ended September 30, 2023 . | Concentration As
the Company is in a pre-revenue stage, there is no concentration of revenue for the twelve months ended December 31, 2023 and for the
twelve months ended December 31, 2022 . |
| Income Taxes | Income
Taxes The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”.
The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit
carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect
when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized. For the periods ending September 30, 2024 and September 30, 2023, the Company did not
have any amounts recorded pertaining to uncertain tax positions. | Income
Taxes The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”.
The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit
carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect
when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized. For the periods ending December 31, 2023 and December 31, 2022, the Company did not
have any amounts recorded pertaining to uncertain tax positions. |
| Recent Accounting Pronouncements | Recent
Accounting Pronouncements In
May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers
(Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges
areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for
customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment
also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with
customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money
is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved
in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early
adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the
date of adoption. The
Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of
goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve
this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations
in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract;
and (5) Recognize revenues when or as the Company satisfies a performance obligation. We
adopted ASC 2014-09 on January 1, 2023. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing
net income, we did implement changes to our processes related to revenue recognition and the control activities with them. | Recent
Accounting Pronouncements In
May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers
(Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges
areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for
customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment
also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with
customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money
is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved
in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early
adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the
date of adoption. The
Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of
goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve
this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations
in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract;
and (5) Recognize revenues when or as the Company satisfies a performance obligation. We
adopted ASC 2014-09 on January 1, 2023. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing
net income, we did implement changes to our processes related to revenue recognition and the control activities with them. |
| Restatement | Restatement On
March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s (Instaprin). (See
Note 7) The Company identified errors in its accounting for the APA. Specifically, the Company failed to properly account for the contingent
nature of the APA resulting in the transaction being recognized incorrectly in the prior filing. The errors resulted in an overstatement
of Intangible Assets, Other Current Liabilities, Contingent Liabilities, and Additional Paid-in-Capital. The Company has restated herein
its financial statements for December 31, 2023 and 2022 in accordance with Accounting Standards Codification (“ASC”) Topic
250, Accounting Changes and Error Corrections, for the matters discussed above. The
effect of the restatement of the Balance Sheets for September 30, 2024 and December 31, 2023 are as follows: SCHEDULE
OF RESTATEMENT OF BALANCE SHEETS
As Previously Reported Restated Effect of the Restatement
September 30, 2024 September 30, 2024
ASSETS:
Current Assets:
Cash $ 16,541 $ 16,541 $ -
Prepaid Expenses 167,500 167,500 -
Total Current Assets 184,041 184,041 -
Intangible Assets, net 5,028,087 - (5,028,087 )
Total Assets $ 5,212,128 $ 184,041 $ (5,028,087 )
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts Payable $ 129,390 $ 129,390 $ -
Short-term loans from shareholders 853,113 853,113 -
Other Current Liabilities 178,661 3,126 (175,535 )
Total Current Liabilities 1,161,163 985,629 (175,535 )
Long-Term Liabilities:
Contingent Liability (SEC) 3,852,552 - (3,852,552 )
Total Long-Term Liabilities 3,852,552 - (3,852,552 )
Total Liabilities $ 5,013,716 $ 985,629 $ (4,028,087 )
Stockholders Equity:
Common stock - Par Value $ 0.01 221,661 221,661 -
Common stock - Par Value 221,661 221,661 -
Additional paid-in-capital 2,015,484 1,015,484 (1,000,000 )
Accumulated Deficit (2,038,733 ) (2,038,733 ) -
Total Equity 198,412 (801,588 ) (1,000,000 )
TOTAL LIABILITIES AND EQUITY $ 5,212,128 $ 184,041 $ (5,028,087 )
As Previously Reported Restated Effect of the Restatement
December 31, 2023 December 31, 2023
ASSETS:
Current Assets:
Cash $ 11,174 $ 11,174 $ -
Prepaid Expenses 35,000 35,000 -
Total Current Assets 46,174 46,174 -
-
Intangible Assets, net 4,971,007 - (4,971,007 )
Total Assets $ 5,017,181 $ 46,174 $ (4,971,007 )
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts Payable $ 172,773 $ 172,773 $ -
Short-term loans from shareholders 360,636 360,636 -
Other Current Liabilities 119,081 626 (118,455 )
Total Current Liabilities 652,490 534,035 (118,455 )
Long-Term Liabilities:
Contingent Liability (SEC) 3,852,552 - (3,852,552 )
Total Long-Term Liabilities 3,852,552 - (3,852,552 )
Total Liabilities $ 4,505,042 $ 534,035 $ (3,971,007 )
Stockholders Equity:
Common stock - Par Value $ 0.01 221,500 221,500 -
Common stock 221,500 221,500 -
Additional paid-in-capital 1,758,000 758,000 (1,000,000 )
Accumulated Deficit (1,467,361 ) (1,467,361 ) -
Total Equity 512,139 (487,861 ) (1,000,000 )
TOTAL LIABILITIES AND EQUITY $ 5,017,181 $ 46,174 $ (4,971,007 ) | Restatement On
March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s (Instaprin). (See
Note 7) The Company identified errors in its accounting for the APA. Specifically, the Company failed to properly account for the contingent
nature of the APA resulting in the transaction being recognized incorrectly in the prior filing. The errors resulted in an overstatement
of Intangible Assets, Other Current Liabilities, Contingent Liabilities, and Additional Paid-in-Capital. The Company has restated herein
its financial statements for December 31, 2023 and 2022 in accordance with Accounting Standards Codification (“ASC”) Topic
250, Accounting Changes and Error Corrections, for the matters discussed above. The
effect of the restatement of the Balance Sheets for December 31, 2023 and 2022 are as follows: SCHEDULE
OF RESTATEMENT OF BALANCE SHEETS
As Previously Reported Restated Effect of the Restatement
December 31, 2023 December 31, 2023
ASSETS:
Current Assets:
Cash $ 11,174 $ 11,174 $ -
Prepaid Expenses 35,000 35,000 -
Total Current Assets 46,174 46,174 -
-
Intangible Assets, net 4,971,007 - (4,971,007 )
Total Assets $ 5,017,181 $ 46,174 $ (4,971,007 )
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts Payable $ 172,773 $ 172,773 $ -
Short-term loans from shareholders 360,636 360,636 -
Other Current Liabilities 119,081 626 (118,455 )
Total Current Liabilities 652,490 534,035 (118,455 )
Long-Term Liabilities:
Contingent Liability (SEC) 3,852,552 - (3,852,552 )
Total Long-Term Liabilities 3,852,552 - (3,852,552 )
Total Liabilities $ 4,505,042 $ 534,035 $ (3,971,007 )
Stockholders Equity:
Common stock - Par Value $ 0.01 221,500 221,500 -
Common stock 221,500 221,500 -
Additional paid-in-capital 1,758,000 758,000 (1,000,000 )
Accumulated Deficit (1,467,361 ) (1,467,361 ) -
Total Equity 512,139 (487,861 ) (1,000,000 )
TOTAL LIABILITIES AND EQUITY $ 5,017,181 $ 46,174 $ (4,971,007 )
As Previously Reported Restated Effect of the Restatement
December 31, 2022 December 31, 2022
ASSETS:
Current Assets:
Cash $ 38 $ 38 $ -
Prepaid Expenses 22,500 22,500 -
Total Current Assets 22,538 22,538 -
Intangible Assets, net 4,895,106 - (4,895,106 )
Total Assets $ 4,917,644 $ 22,538 $ (4,895,106 )
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts Payable $ 122,734 $ 122,734 $ -
Short-term loans from shareholders 27,967 27,967 -
Other Current Liabilities 43,180 626 (42,554 )
Total Current Liabilities 193,881 151,327 (42,554 )
Long-Term Liabilities:
Contingent Liability (SEC) 3,852,552 - (3,852,552 )
Total Long-Term Liabilities 3,852,552 - (3,852,552 )
Total Liabilities $ 4,046,433 $ 151,327 $ (3,895,106 )
Stockholders Equity:
Common stock - Par Value $ 0.01 221,500 221,500 -
Common stock 221,500 221,500 -
Additional paid-in-capital 1,758,000 758,000 (1,000,000 )
Accumulated Deficit (1,108,290 ) (1,108,290 ) -
Total Equity 871,210 (128,790 ) (1,000,000 )
TOTAL LIABILITIES AND EQUITY $ 4,917,644 $ 22,538 $ (4,895,106 ) |
| Accounts Receivables | Accounts
Receivables Accounts
receivables are recorded at the invoice amount and do not bear interest. | Accounts
Receivables Accounts
receivables are recorded at the invoice amount and do not bear interest. |
| Property and Equipment | Property
and Equipment The
Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the
assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated
depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations. | Property
and Equipment The
Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the
assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated
depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations. |
| Revenue Recognition | Revenue
Recognition The
Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from
Contracts with Customers (ASC 606). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers and supersedes all of the existing revenue recognition guidance. This standard requires an
entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 requires us to identify
distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the
customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct
performance obligation. The standalone selling price is used to allocate the transaction price to the separate performance
obligations. The Company recognizes revenue when, or as, the performance obligation is satisfied. Generally,
revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured,
provided title and risk of loss is transferred to the customer. Most of our shipping and handling costs are built into the transaction
price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling
costs incurred are included in cost of sales. The
Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have
not engaged any agents at this time. Currently, we have not recognized any revenues under the agent considerations. Revenue
is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration
to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of
and discounts or allowances. Shipping costs paid by the customer are included in revenue. Revenue
recognition is evaluated through the following five-step process: 1.identification
of the contract with a customer; 2.identification
off the performance obligations in the contract; 3.determination
of the transaction price; 4.allocation
of the transaction price to the performance obligations in the contract; and 5.recognition
of revenue when or as a performance obligation is satisfied. These
steps are met when an order is received, a price agreed and the product shipped or delivered to that customer. | Revenue
Recognition The
Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts
with Customers (ASC 606). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from
contracts with customers and supersedes all of the existing revenue recognition guidance. This standard requires an entity to recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. ASC 606 requires us to identify distinct performance obligations. A performance
obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist,
the Company allocates the contract transaction price to each distinct performance obligation. The standalone selling price is used to
allocate the transaction price to the separate performance obligations. The Company recognizes revenue when, or as, the performance obligation
is satisfied. Generally,
revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured,
provided title and risk of loss is transferred to the customer. Most of our shipping and handling costs are built into the transaction
price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling
costs incurred are included in cost of sales. The
Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have
not engaged any agents at this time. Currently, we have not recognized any revenues under the agent considerations. Revenue
is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration
to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of
and discounts or allowances. Shipping costs paid by the customer are included in revenue. Revenue
recognition is evaluated through the following five-step process: 1.
identification of the contract with a customer; 2.
identification off the performance obligations in the contract; 3.
determination of the transaction price; 4.
allocation of the transaction price to the performance obligations in the contract; and 5.
recognition of revenue when or as a performance obligation is satisfied. These
steps are met when an order is received, a price agreed and the product shipped or delivered to that customer. |
| Fair Value Measurements | Fair
Value Measurements The
Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value
as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value
measurements. The
estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which
approximates their fair values because of the short-term nature of these instruments. ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level
1 — quoted prices in active markets for identical assets or liabilities Level
2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level
3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) For
the periods ended September 30, 2024 and September 30, 2023, the Company had no financial liabilities to measure at fair value on a recurring
basis. | Fair
Value Measurements The
Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used
in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The
estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which
approximates their fair values because of the short-term nature of these instruments. ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level
1 — quoted prices in active markets for identical assets or liabilities Level
2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level
3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) For
the periods ended December 31, 2023 and December 31, 2022, the Company had no financial liabilities to measure at fair value on a recurring
basis. |
| Convertible Instruments | Convertible
Instruments The
Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives
and Hedging Activities The
Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated
from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of
conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the
commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements
are amortized over the term of the related debt to their stated date of redemption. The
Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment
standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current
fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the nine
months ended September 30, 2024 and the year ended December 31, 2023, the Company did not issue any convertible debt. | Convertible
Instruments The
Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives
and Hedging Activities The
Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated
from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of
conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the
commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements
are amortized over the term of the related debt to their stated date of redemption. The
Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment
standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current
fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the years
ended December 31, 2023 and December 31, 2022, the Company did not issue any convertible debt. |
| Common Stock Purchase Warrants | Common
Stock Purchase Warrants The
Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement
or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed
to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or
liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs
and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives
at each reporting date to determine whether a change in classification is required. | Common
Stock Purchase Warrants The
Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement
or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed
to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or
liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs
and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives
at each reporting date to determine whether a change in classification is required. |
| Intangible Assets, Finite-Lived, Policy [Policy Text Block] | | |
