Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

Or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number 000-56478

 

KINETIC SEAS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Colorado		47-1981170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

  

1501 E. Woodfield Rd., Suite 114E Schaumburg, IL		60173
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code [phone]

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s common stock as of November 14, 2024 was 17,129,000 shares.

 

 

 

 

 

 

KINETIC SEAS INCORPORATED.

QUARTERLY REPORT ON FORM 10-Q

For the Nine Months ended September 30, 2024

 

PART I – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (unaudited)	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURES		21

 

 

 

 

i

 

 

 

PART I – FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Kinetic Seas Incorporated. a Colorado corporation unless the context requires otherwise.

 

 

 

 

 

 

 

1

 

 

Item 1. Financial Statements.

 

Index to Unaudited Condensed Financial Statements

 

		Page
FINANCIAL STATEMENTS:
		3
Condensed Balances Sheets as of September 30, 2024 (unaudited) and December 31, 2023
(Unaudited) Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024, and September 30, 2023		4
(Unaudited) Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2024, and 2023		5
(Unaudited) Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024, and 2023		6
Notes to the (Unaudited) Condensed Interim Financial Statements		7

 

 

 

 

 

2

 

 

 

KINETIC SEAS INCORPORATED

CONDENSED BALANCE SHEETS

         

 

		September 30,				December 31,
		2024				2023
		(Unaudited)
ASSETS
Current Assets
Cash		$	13,969			$	17,931
Accounts receivable			20,816				–
Deferred interest charge			23,489				–
Total current assets			58,274				17,931
Property and equipment, net			93,537				13,141
Total assets		$	151,810			$	31,072
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		$	102,721			$	–
Accrued liabilities			33,486				33,486
Accrued interest			4,881				11,098
Notes payable			150,000				–
Notes payable related parties			196,119				182,000
Total current liabilities			487,207				226,584
Commitments and contingencies			–				–
STOCKHOLDERS' DEFICIT
Preferred A stock, $0.00001 par value, 10,000,000 shares authorized, 19,400 and -0- shares issued and outstanding, respectively, as of September 30, 2024 and December 31, 2023			–				–
Preferred B stock, $0.00001 par value, 10,000,000 shares authorized, 5,500 and -0- shares issued and outstanding, respectively, as of September 30, 2024 and December 31, 2023			–				–
Common stock, $0.00001 par value, 200,000,000 shares authorized and 17,029,000 and 26,646,000 shares issued and outstanding, respectively as of September 30, 2024 and December 31, 2023			170				266
Additional paid-in-capital			2,492,669				922,020
Accumulated deficit			(2,828,236	)			(1,117,798	)
Total stockholders' deficit			(335,397	)			(195,512	)
Total liabilities and stockholders' deficit		$	151,810			$	31,072

 

The accompanying notes are an integral part of these unaudited condensed financial statements.  

 

 

 

3

 

 

 

KINETIC SEAS INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

   

 

		Three months				Three months				Nine months				Nine months
		ended				ended				ended				ended
		September 30,				September 30,				September 30,				September 30,
		2024				2023				2024				2023
Consulting Revenue		$	64,966			$	–			$	137,291				–
Cost of sales consulting labor			52,490				–				106,749				–
Gross margin			12,476				–				30,542				–
Operating expenses
Selling, general and administrative expenses			134,083				17,345				479,630				42,277
Professional fees			787,039				–				906,571				–
Payroll and benefits			119,782				–				261,959				–
Rent			14,967				–				63,423				–
Total operating expenses			1,055,870				17,345				1,711,583				42,277
Loss from operations			(1,043,394	)			(17,345	)			(1,681,041	)			(42,277	)
Other income (expense):
Interest expense			(10,125	)			(10,681	)			(29,397	)			(23,767	)
Total other income and expense			(10,125	)			(10,681	)			(29,397	)			(23,767	)
Net (loss)		$	(1,053,518	)		$	(28,027	)		$	(1,710,438	)		$	(66,044	)
Basic and diluted (loss) per share		$	(0.06	)		$	(0.01	)		$	(0.07	)		$	(0.01	)
Weighted average number of shares outstanding:
Basic and diluted			16,858,576				3,046,000				23,342,109				3,046,000

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4

 

 

KINETIC SEAS INCORPORATED

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

                                 

 

		Preferred A Stock								Preferred B Stock								Common Stock								Additional Paid In				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance, December 31, 2022			–			$	–				–			$	–				3,046,000				30				800,656				(956,835	)		$	(156,149	)
Net loss			–				–				–				–				–				–				–				(7,322	)			(7,322	)
Balance, March 31, 2023			–			$	–				–			$	–				3,046,000			$	30			$	800,656			$	(964,156	)		$	(163,471	)
Net loss			–				–				–				–				–				–				–				(30,695	)		$	(30,695	)
Balance, June 30, 2023			–			$	–				–			$	–				3,046,000			$	30			$	800,656			$	(994,850	)		$	(194,166	)
Net loss			–				–				–				–				–				–				–				(28,027	)		$	(28,027	)
Balance, September 30, 2023			–			$	–				–			$	–				3,046,000			$	30			$	800,656			$	(1,022,876	)		$	(222,193	)

 

 

 

		Preferred A Stock								Preferred B Stock								Common Stock								Additional Paid In				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance, December 31, 2023			–				–				–				–				26,646,000			$	266			$	922,020			$	(1,117,798	)		$	(195,512	)
Common stock issued in private placement			–				–				–				–				5,000,000				50				249,950				–				250,000
Net loss			–				–				–				–				–				–				–				(199,338	)			(199,338	)
Balance, March 31, 2024			–			$	–				–			$	–				31,646,000			$	316			$	1,171,970			$	(1,317,136	)		$	(144,850	)
Common stock issued for services			–				–				–				–				40,000				0				2,000				–				2,000
Common stock issued in private placement			–				–				–				–				4,104,000				41				205,159				–				205,200
Conversion of common stock to preferred			19,250				–				–				–				(19,250,000	)			(193	)			195				–				–
Net loss			–				–				–				–				–				–				–				(457,582	)			(457,582	)
Balance, June 30, 2024			19,250			$	–				–			$	–				16,540,000			$	165			$	1,379,324			$	(1,774,718	)		$	(395,232	)
Preferred stock issued for financing fee			150				–				–				–				–				–				7,500				–				7,500
Common stock issued for financing fee			–				–				–				–				50,000				1				24,999				–				25,000
Common stock issued in private placement			–				–				–				–				439,000				4				130,846				–				130,850
Preferred stock issued in a private placement			–				–				4,000				–				–				–				200,000				–				200,000
Preferred stock issued for services			–				–				1,500				–				–				–				750,000				–				750,000
Net loss			–				–				–				–				–				–								(1,053,518	)			(1,053,518	)
Balance, September 30, 2024			19,400			$	–				5,500			$	–				17,029,000			$	170			$	2,492,669			$	(2,828,236	)		$	(335,397	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

5

 

 

KINETIC SEAS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine months				Nine months
		ended				ended
		September 30,				September 30,
		2024				2023
Cash flows (used in) operating activities
Net (loss) from operations		$	(1,710,438	)		$	(66,044	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			19,782				–
Stock based compensation			752,000				–
Common stock issued for financing fees			32,499				–
Changes in assets and liabilities
Accounts receivable			(20,816	)			–
Deferred charge			(23,489	)			–
Accounts payable			102,725				(10,166	)
Accrued interest			(6,217	)			23,767
Net cash (used in) operating activities			(853,954	)			(52,442	)
Cash flows provided by (used in) investing activities
Purchases of property and equipment			(100,178	)			–
Net cash (used in) investing activities			(100,178	)			–
Cash flows provided by financing activities
Advances by related party			–				55,000
Proceeds from related party notes			50,000				–
Proceeds from notes payable			150,000				–
Repayments of related party notes			(35,881	)			–
Proceeds from common stock issued for cash			786,050				–
Net cash provided by financing activities			950,169				55,000
Net increase (decrease) in cash			(3,962	)			2,558
Cash, beginning of period			17,931				1,376
Cash, end of period		$	13,969			$	3,934

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

6

 

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

 

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nature of Operations

 

Kinetic Seas Incorporated (the “Company”) was formed on January 3, 2015 as a Colorado corporation with the name ONCO Merger Sub, Inc. On January 5, 2025, the Company merged with Oncology Med, Inc. as part of a holding company reorganization involving Oracle Nutraceuticals Company, under which the Company was the surviving entity in the merger. On January 18, 2015, the Company changed its name to Oncology Med, Inc. On September 16, 2016, the Company changed its name to Bellatora, Inc. On January 19, 2024, the Company changed its name to Kinetic Seas Incorporated.

 

The Company is an Artificial Intelligence (“AI”) consulting, research and development, infrastructure, and software company with a primary focus on GPU Cloud Hosting.

  

By a written consent dated December 14, 2023, the Board of Directors of the Company approved the appointment of Edward Honour, Jeffey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock at $0.001 per share to the New Directors and certain new employees, of which 19,950,000 were acquired by the New Directors. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share. An affiliate of a New Director purchased the initial 1,000,000 shares in this offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock, which constituted approximately 84% of issued and outstanding common shares of the Company at the time.

 

The appointment of the New Directors to the Company’s board, and sale to the New Directors of a controlling interest in the Company, were made in order to enable the Company to enter the business of artificial intelligence hosting, research & development, and consulting. Prior to the change in control to the New Directors, the Company was a shell company.

 

The Company’s accounting year-end is December 31.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

  

 

 

 

7

 

 

Revenue Recognition and Cost of Consulting Labor

 

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue.

 

During the nine months ended September 30, 2024 we generated $64,966 in consulting revenue. The cost of consulting labor was $52,490.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024 and December 31, 2023 the Company’s cash and cash equivalents totaled $13,969 and $17,931 respectively.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Income taxes

 

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

 

On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

 

 

8

 

 

Recent Accounting Pronouncements

 

There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 as filed with the SEC on September 26, 2024, that are of significance, or potential significance, to the Company.

 

NOTE 3 – GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2024, the Company had an accumulated deficit of $2,828,236 and a working capital deficit of $428,934.

 

The Company does not expect to generate operating cash flow that will be sufficient to fund presently anticipated operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Currently the company’s operations are being funded by a related party. The Company will be required to continue to do so until its operations become profitable. However, there can be no assurance that the related party will continue to fund the Company or that other sources of additional debt or equity financing will be available to the Company on acceptable terms, or at all.

 

NOTE 4 – ACCRUED LIABILITIES

 

As of September 30, 2024 and December 31, 2023 the Company had $33,486 and $33,486, respectively in accrued liabilities.

 

The amounts of $33,486 in both periods represent an amount that the Company received cash for the sales of cigars during the year ended December 31, 2021. The Company was unable to document revenue recognition for these cash receipts under the guidelines of ASC 606, therefore this amount of $33,486 was recorded as a liability and will remain as liabilities on the Company’s balance sheet until the statute of limitations expires in 2027.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On September 18, 2021 the Company entered into a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”). CIP’s managing director is Erik Nelson who was formerly the CEO of the Company. On June 30, 2022, CIP increased its Promissory Note to $50,000 by funding another $20,000 loan to the Company. Subsequently, CIP made an additional loan of $40,000 on September 15, 2022 to bring the total loan balance to $90,000 plus $21,674 in accrued interest. During the fiscal year ended December 31, 2023, CIP made additional loan amounts of $5,000 on February 15, 2023, $22,000 on March 29, 2023, $11,000 on June 30, 2023, $10,000 on May 10, 2023, $4,000 on June 29, 2023, $10,000 on July 5, 2023, $15,000 on August 21, 2023 and $15,000 on November 6, 2023.

 

On December 14, 2023, the Company and CIP agreed to convert $50,000 of indebtedness under the Promissory Note into 1,000,000 shares of the Company’s common stock at $0.05 per share. Also subsequent to December 14, 2023 the interest rate was reduced to 12% for the period from December 14, 2023 through December 31, 2023. Effective January 1, 2024 the interest rate became 10%.

 

The conversion of debt into stock reduced the balance owed on the Promissory Note to $182,000 of principal and $11,098 of interest as of December 31, 2023.

 

As of September 30, 2024 the balance on the Promissory Note and accrued interest was $146,119 and $4,606 respectively.

 

On September 20, 2024, Lisa Lozinski (“the Lender”), the spouse of a Company director made a $50,000 loan to the Company. The terms of the loan were as follows:

 

	·	Maturity date: March 20, 2025
	·	18% interest, paid monthly
	·	50,000 restricted common shares were paid as consideration to the Lender. These shares were valued at $0.50 which is equivalent to the price the Company is receiving for its common shares in its current equity offering. The consideration was valued at $25,000 which is being expensed prorate over the six month term of the Note. As of September 30, 2024 the Company had a deferred interest charge of $23,489.
	·	The 50,000 restricted common shares received piggyback registration rights to be included in the Company’s next registration statement filed with the SEC.
	·	If the Company fails to pay the principal and accrued interest in full by the maturity date, the Company shall issue the Lender as a penalty payment, 100,000 restricted common shares.

 

As of September 30, 2024, the balance due on this related party note was $50,000, with $275 in accrued interest.

 

During the three months ended June 30, 2024, the Company issued 19,250 shares of Series A Convertible Preferred Stock in exchange for 19,250,000 shares of common stock with four individuals who are officers and/or directors of the Company.

 

 

9

 

 

NOTE 6 – EQUITY

 

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. As of September 30, 2024, and December 31, 2023, there were 17,029,000 and 26,646,000 shares of common stock outstanding, respectively.

 

Issuance of Common Stock

 

On December 14, 2023, the Board of Directors approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. Prior to the year-end, the Company issued 1,000,000 shares in an offering for an investment of $50,000. During the six months ended June 30, the Company completed the private placement by issuing 9,000,000 shares at $0.05 per share which generated $450,000 in proceeds.

 

On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued 4,104,000 shares in the offering and raised $205,200 proceeds. The offering of 6,000,000 shares continued until July 14, 2024. During the period from July 1, 2024 through July 14, 2024 the Company sold 197,000 common shares in the offering and raised $9,850 in proceeds.

 

During the six months ended June 30, 2024, the Company also issued 40,000 shares for services rendered valued at $2,000.

 

On July 15, 2025 the Company commenced a new offering of 2,000,000 shares at a price of $0.50 per share. During the period from July 15, 2024 to September 30, 2024 the Company sold 242,000 common shares in the offering and raised $121,000 in proceeds.

 

Issuance of Preferred A Stock

 

In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 10,000,000 shares, of which 19,250 shares were issued on May 31, 2024 in exchange for 19,250,000 shares of common stock. During the three months ended September 30, 2024, the Company issued 150 shares of Series A Preferred as a financing fee. As of September 30, 2024, there were 19,400 shares of Series A Preferred outstanding.

 

The Series A Preferred has the following rights:

 

Dividends: Each share of Series A Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.

 

Liquidation Preference: The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.

 

Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the common stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders.

  

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.

 

Mandatory Conversion Rights: The Company may convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.

 

Rank: The Series A Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series A Preferred Stock.

 

 

 

10

 

 

Issuance of Preferred B Stock

 

On July 13, 2024, the Board of Directors approved the issuance of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”), for 10,000,000 shares. During the three months ended September 30, 2024, the Company issued 4,000 shares of Series B Preferred for cash consideration of $200,000, and 1,500 shares of Series B Preferred for consulting services valued at $750,000. As of September 30, 2024, there were 5,500 shares of Series B Preferred outstanding.

 

The Series B Preferred has the following rights:

 

Dividends: Each share of Series B Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series B Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.

 

Liquidation Preference: The Series B Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.

 

Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders in lieu of a meeting.

  

Voluntary Conversion Rights: Each share of Series B Preferred is convertible into 1,000 shares of common stock, provided that no holder of Series B Preferred may convert its shares into common stock to the extent the holder would be the beneficial owner of more than 4.99% of the Company’s common stock immediately after the conversion, and further provided that the holder has the right to waive this limitation on at least 61 days prior notice to the Company.

 

Mandatory Conversion Rights: The Company may convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series B Preferred Stock outstanding.

 

Rank: The Series B Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series B Preferred. The Series B Preferred ranks junior to the Series A Preferred.

 

On July 24, 2024 the Company changed its Articles of Incorporation and filed a Certificate of Designation to create 10,000,000 shares of Series B Convertible Preferred Stock. The Series B preferred shares are junior to Series B Preferred Stock and have the same rights as Series A Preferred with one exception. Series B preferred holders cannot hold in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.

 

During the three months ended September 30, 2024 the Company issued 5,500 Preferred B shares.

 

 

 

 

11

 

 

Warrants

 

The Company has outstanding 500,000 Class A Warrants and 500,000 Class B Warrants. The Class A Warrants are exercisable at $1.00 per share until June 20, 2026 and the Class B Warrants are exercisable at $2.50 per share until June 20, 2026. The Class A and B Warrants are exercisable at any time by the holder on a cash or cashless basis, provided that the holder may not exercise the warrants if the holder would own more than 4.99% of the Company immediately following the exercise, provided that the holder has the right to increase such percentage to no more than 9.99% upon at least 61 days prior written notice to the Company.

 

Reverse Stock Split

 

On June 5, 2023 the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100. As that time the split was declared the Company had 140,790,867 shares outstanding. Post split there were 3,046,000 shares outstanding. As a result of FINRA policies regarding beneficial ownership of odd lot holders, the Company issued approximately 1,000,000 in excess of the amounts anticipated by the split. This split has been retroactively applied in the financial statement to all prior periods, and all reference to share counts in this report reflect post-split amounts unless specifically stated otherwise.

 

NOTE 7 – NOTES PAYABLE

 

On April 30, 2024, the Company borrowed $100,000 and $50,000 from two individuals pursuant to promissory notes that provide for interest at 10% per annum, monthly payments of interest only for six months and a maturity date six months after the date of the loans. In addition, the Company agreed to issue the lenders 100 shares and 50 shares, respectively, of Series A Convertible Preferred Stock. These shares were issued during the three months ended September 30, 2024.

 

As of September 30, 2024 the balance of notes payable was $150,000, with no accrued interest.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Subsequent to September 30, 2024 the Company received $135,000 in proceeds from the issuance of 270,000 common shares at $0.50 each, to five accredited investors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Plan of Operation

 

From January 1, 2023 to December 14, 2023, the Company had no operations or revenues from a continuing business other than the general and administrative expenditures related to running the Company.

 

On December 14, 2023, our Board of Directors approved the appointment of Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). Erik Nelson remained a director of the Company. At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock in the Company’s offering at $0.001 per share, of which 19,950,000 were acquired by the New Directors and the remainder were acquired by new employees. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share, and the spouse of a New Director purchased the initial 1,000,000 shares in such an offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock in the Company, which is control of a majority of the issued and outstanding common shares of the Company at the time.

 

On December 14, 2023, the Board of Directors approved a resolution to enter the business of artificial intelligence hosting, research & development, and consulting (collectively, “AI”), and since has entered into a number of contracts and raised a material amount of capital from the private placement of its common stock to capitalize the business. As a result, the Company believes it no longer qualifies as a shell company.

 

In December 2023, following the change to the composition of our Board of Directors on December 14, 2023, we began implementing our business plan. We generated our first consulting revenue in the three months ended March 31, 2024.

 

We have identified five basic segments to our AI business: technical consulting; GPU infrastructure and rental (Kinetic Cloud); open source software and libraries; software and platform as a service (SaaS/PaaS); and education and training. We are focusing our initial efforts on our education and training segment, which is targeted toward educating and training existing non-AI business in how they incorporate AI technology to optimize the performance of their existing business. We believe that developing a respected education and training business will create a natural sales channel for our other segments, such as consulting and GPU hosting and rental. Secondarily, we are marketing our consulting and implementation services to the growing body of AI startups who may lack the inhouse expertise to implement their AI business.

 

Results of Operations

 

Comparison of Results of Operations for the Three Months Ended September 30, 2024 and 2023.

 

Revenues

 

During the three months ended September 30, 2024 and 2023, the Company generated $64,966 and $-0- in consulting revenue as a result of its recent entry into the AI business. During the three months ended September 30, 2024 and 2023, the cost of consulting labor to generate this revenue was $52,490 and $-0-, respectively.

 

 

 

 

13

 

 

Operating Expenses

 

During the three months ended September 30, 2024 the Company incurred $1,055,870 in operating expenses compared to $17,345 in operating expenses during the prior three months ended September 30, 2023. The significantly higher level of operating expenses in three months ended September 30, 2024 as compared to the three months ended September 30, 2023 is attributable to expenses incurred as part of the Company’s entry into the AI business, whereas the Company was an inactive shell company in the 2023 period, and $750,000 in non-cash stock-based compensation incurred in the 2024 period. The Company expects that operating expenses comprised of selling, general and administrative expenses, professional fees, payroll and benefits and rent, will be trend materially higher in future periods as the Company begins paying regular compensation to existing officers and directors, hires additional employees, and incurs other costs associated with the commencement and expansion of operations.

 

Other (Expense)

 

During the three months ended September 30, 2024 the Company incurred $10,125 in other expenses, as compared to $10,681 of other expenses during the three months ended September 30, 2023. In both periods, all of the other expenses consisted of interest expense on outstanding loans.

 

Net (Loss)

 

As a result of the foregoing, during the three months ended September 30, 2024 the Company incurred a net loss of $(1,053,518), or $(0.06) per share, compared to a net loss of $(28,027), or $(0.01) per share during the three months ended September 30, 2023. The increase in the Company’s net loss in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 is attributable to the factors discussed above.

 

Comparison of Results of Operations for the Nine Months Ended September 30, 2024 and 2023.

 

Revenues

 

During the nine months ended September 30, 2024 and 2023, the Company generated $137,291 and $-0- in consulting revenue as a result of its recent entry into the AI business. During the nine months ended September 30, 2024 and 2023, the cost of consulting labor to generate this revenue was $106,749 and $-0-, respectively.

 

Operating Expenses

 

During the nine months ended September 30, 2024 the Company incurred $1,711,583 in operating expenses compared to $42,227 in operating expenses during the prior nine months ended September 30, 2023. The significantly higher level of operating expenses in the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 is attributable to expenses incurred as part of the Company’s entry into the AI business, whereas the Company was an inactive shell company in the 2023 period, and $752,000 in stock-based compensation incurred in the 2024 period. The Company expects that operating expenses comprised of selling, general and administrative expenses, professional fees, payroll and benefits and rent, will be trend materially higher in future periods as the Company begins paying regular compensation to existing officers and directors, hires additional employees, and incurs other costs associated with the commencement and expansion of operations.

 

Other (Expense)

 

During the nine months ended September 30, 2024 the Company incurred $29,397 in other expenses, as compared to $23,767 of other expenses during the nine months ended September 30, 2023. In both periods, all of the other expenses consisted of interest expense on outstanding loans. The higher level of interest expense in the 2024 period as compared to the 2023 period was because of a higher level of interest-bearing loans outstanding.

 

 

 

14

 

 

Net (Loss)

 

As a result of the foregoing, during the nine months ended September 30, 2024 the Company incurred a net loss of $(1,710,438) or $(0.07) per share, as compared to a net loss of $(66,044), or $(0.01) per share, during the nine months ended September 30, 2023. The increase in the Company’s net loss in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 is attributable to the factors discussed above.

 

Liquidity and Capital Resources

 

As of September 30, 2024, the Company had $13,969 in cash on hand.

 

During the nine months ended September 30, 2024 the Company had a net loss of $(1,730,667).

 

Cash flows used in operating activities were $(853,954) for the nine months ended September 30, 2024 compared to cash flows used in operating activities $(52,442) for the nine months ended September 30, 2023. The material increase in cash flows used in operating activities for the nine months compared to the same nine month period in 2023 is primarily attributable to a significant increase in operations due to the Company’s entry into the AI business, whereas in the 2023 period the Company was a non-operating shell company.

 

Cash flows used in investing activities were $(100,178) for the nine months ended September 30, 2024 compared to cash flows used in investing activities of -0- for the nine months ended September 30, 2024. The entire increase in cash flows used in investing activities during the nine-month 2024 period, as compared to the same nine-month period in 2023, is due to the purchase of equipment to be used in our new business.

 

Cash flows provided by financing activities were $950,169 for the nine months ended September 30, 2024 compared to $55,000 in cash flows provided by financing activities for the nine months ended September 30, 2023. The increase in cash flows provided by financing activities in the nine months ended September 30, 2024 is primarily attributable to $786,050 received from the private placement of common stock compared to $-0- in the same period in 2023, and $200,000 received from the issuance of notes in the nine months ended September 30, 2024, compared to $-0- in the nine months ended September 30, 2023, offset by principal reductions of some notes.

 

Management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

 

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. The Company needs substantial capital to carryout out its current business, and there is no assurance that the Company will be able to raise additional capital or that the terms of any capital raise are not dilutive to current shareholders or carry other terms that are unfavorable to the Company and its shareholders.

 

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

We anticipate that we will incur operating losses in the next 12 months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

 

 

15

 

 

Critical Accounting Estimates 

 

General

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

We describe in this section certain critical accounting policies that require us to make significant estimates, assumptions and judgments. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements. For further information on the critical accounting policies, see Note 1 of the Financial Statements.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

 

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 liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-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 service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered.

 

 

 

16

 

 

Related party transactions

 

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of

September 30, 2024 there were no common stock equivalents that were dilutive.

 

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between depreciation which is deductible for tax purposes prior to being deductible for book purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future taxable income.

 

From time to time, the Company may have differences in computing the book and tax bases of property and equipment; reserves for bad debts; capitalized overhead included in inventories; bonus plan payables, and accrued wages to shareholders/employees. Deferred tax expense or benefit is the result of the changes in the deferred tax assets, net of the valuation reserve, and liabilities.

 

The Company accounts for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740 (“FASB ASC 740”), Income Taxes, which clarifies the accounting and disclosure requirements for uncertainty in tax positions. It requires a two-step approach to evaluate tax positions and determine if they should be recognized in the financial statements. The two-step approach involves recognizing any tax positions that are “more likely than not” to occur and then measuring those positions to determine if they are recognizable in the financial statements. Management regularly reviews and analyzes all tax positions and has determined that no uncertain tax positions requiring recognition have occurred.

 

In general, the Company’s income tax returns are subject to examination by the taxing authorities for six years after they were filed. The Company has not filed any tax returns.

 

Recent Accounting Pronouncements

 

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

 

Off-Balance Sheet Arrangements

 

None.

 

 

 

 

17

 

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information called for by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has concluded that its disclosure controls were effective as of September 30, 2024.

 

Management’s Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

	·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of condensed financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the condensed financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, 2024, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

 

·

The Company does not have written documentation of our internal control policies and procedures.

 

We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel.

 

Changes in Internal Control over Financial Reporting.

 

Since our prior fiscal year ended on December 31, 2023, we have concluded that some of our internal control deficiencies have been remediated. Specifically, we previously identified insufficient segregation of duties within the accounting function, and over reliance on an outside financial consulting for financial reporting as internal control weaknesses. With the recent addition of experienced officers and other employees, we no longer consider these issues to be internal control weaknesses.

 

 

 

18

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

Item 1A. Risk Factors.

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-12G which sections are incorporated by reference into this report, as the same may be updated from time to time.

 

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

 

During the three months ended September 30, 2024, we sold 197,000 shares of common stock to one accredited investor for gross proceeds of $9,850 in an offering of our common stock at $0.05 per share. The sales were exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 4(a)(2) therein.

 

During the three months ended September 30, 2024, we sold 242,000 shares of common stock to four accredited investors for gross proceeds of $121,000 in an offering of our common stock at $0.50 per share. The sales were exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 4(a)(2) therein.

 

During the three months ended September 30, 2024, we issued 50,000 shares of common stock to an accredited investor and related party as a loan extension fee. The issuance was exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 4(a)(2) therein.

 

During the three months ended June 30, 2024, we issued 4,000 shares of Series B Convertible Preferred Stock to two accredited investors for gross proceeds of $200,000. These issuance were exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 3(a)(9) therein.

 

During the three months ended June 30, 2024, we issued 1,500 shares of Series B Convertible Preferred Stock to two accredited investors for consulting services valued at $750,000. These issuance were exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 3(a)(9) therein.

 

During the three months ended June 30, 2024, we issued 150 shares of Series A Convertible Preferred Stock for financing fees to two accredited investors who loaned the Company an aggregate of $150,00. The sales were exempt from the registration requirements of the Securities Act of 1933 by virtue of the exemption contained in Section 3(a)(9) therein.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

   

Not applicable.

 

 

 

19

 

 

Item 5. Other Information.

 

During the quarter ended September 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits.

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

 

Exhibit No.		Description
31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

 

______________

*

Filed herewith.

 

 

 

 

 

 

 

 

20

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	KINETIC SEAS INCORPORATED
Dated: November 14, 2024	By:	/s/ Edward Honour
		Ed Honour
		Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Principal Financial Officer

 

 

 

 

 

 

 

 

 

21

 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

 

I, Ed Honour certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Kinetic Seas Incorporated;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarter report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 14, 2024	By:	/s/ Ed Honour
		Ed Honour Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Kinetic Seas Incorporated (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ed Honour, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

  

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: November 14, 2024	By:	/s/ Ed Honour
		Ed Honour Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

 

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56478
Entity Registrant Name	KINETIC SEAS INCORPORATED
Entity Central Index Key	0001945619
Entity Tax Identification Number	47-1981170
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	1501 E. Woodfield Rd.
Entity Address, Address Line Two	Suite 114E
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	888
Local Phone Number	901-8806
Title of 12(g) Security	Common Stock
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,129,000

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 13,969	$ 17,931
Accounts receivable	20,816	0
Deferred interest charge	23,489
Total current assets	58,274	17,931
Property and equipment, net	93,537	13,141
Total assets	151,810	31,072
Current Liabilities
Accounts payable	102,721	0
Accrued liabilities	33,486	33,486
Accrued interest	4,881	11,098
Notes payable	150,000	0
Notes payable related parties	196,119	182,000
Total current liabilities	487,207	226,584
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Common stock, $0.00001 par value, 200,000,000 shares authorized and 17,029,000 and 26,646,000 shares issued and outstanding, respectively as of September 30, 2024 and December 31, 2023	170	266
Additional paid-in-capital	2,492,669	922,020
Accumulated deficit	(2,828,236)	(1,117,798)
Total stockholders' deficit	(335,397)	(195,512)
Total liabilities and stockholders' deficit	$ 151,810	$ 31,072

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	17,029,000	26,646,000
Common stock, shares outstanding	17,029,000	26,646,000
Series A Preferred Stock [Member]
Preferred B stock, par value	$ 0.00001	$ 0.00001
Preferred B stock, shares authorized	10,000,000	10,000,000
Preferred B stock, shares issued	19,400	0
Preferred B stock, shares outstanding	19,400	0
Series B Preferred Stock [Member]
Preferred B stock, par value	$ 0.00001	$ 0.00001
Preferred B stock, shares authorized	10,000,000	10,000,000
Preferred B stock, shares issued	5,500	0
Preferred B stock, shares outstanding	5,500	0

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Consulting Revenue	$ 64,966	$ 0	$ 137,291	$ 0
Cost of sales consulting labor	52,490	0	106,749	0
Gross margin	12,476	0	30,542	0
Operating expenses
Selling, general and administrative expenses	134,083	17,345	479,630	42,277
Professional fees	787,039	0	906,571	0
Payroll and benefits	119,782	0	261,959	0
Rent	14,967	0	63,423	0
Total operating expenses	1,055,870	17,345	1,711,583	42,277
Loss from operations	(1,043,394)	(17,345)	(1,681,041)	(42,277)
Other income (expense):
Interest expense	(10,125)	(10,681)	(29,397)	(23,767)
Total other income and expense	(10,125)	(10,681)	(29,397)	(23,767)
Net (loss)	$ (1,053,518)	$ (28,027)	$ (1,710,438)	$ (66,044)
Weighted average number of shares outstanding:
Weighted Average Number of Shares Outstanding, Basic	16,858,576	3,046,000	23,342,109	3,046,000
Weighted Average Number of Shares Outstanding, Diluted	16,858,576	3,046,000	23,342,109	3,046,000

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.06)	$ (0.01)	$ (0.07)	$ (0.01)
Earnings Per Share, Diluted	$ (0.06)	$ (0.01)	$ (0.07)	$ (0.01)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 30	$ 800,656	$ (956,835)	$ (156,149)
Beginning balance shares at Dec. 31, 2022	0	0	3,046,000
Net loss					(7,322)	(7,322)
Ending balance, value at Mar. 31, 2023	$ 0	$ 0	$ 30	800,656	(964,156)	(163,471)
Beginning balance shares at Mar. 31, 2023	0	0	3,046,000
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 30	800,656	(956,835)	(156,149)
Beginning balance shares at Dec. 31, 2022	0	0	3,046,000
Net loss						(66,044)
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	$ 30	800,656	(1,022,876)	(222,193)
Beginning balance shares at Sep. 30, 2023	0	0	3,046,000
Beginning balance, value at Mar. 31, 2023	$ 0	$ 0	$ 30	800,656	(964,156)	(163,471)
Beginning balance shares at Mar. 31, 2023	0	0	3,046,000
Net loss					(30,695)	(30,695)
Ending balance, value at Jun. 30, 2023	$ 0	$ 0	30	800,656	(994,850)	(194,166)
Beginning balance shares at Jun. 30, 2023	0	0
Net loss					(28,027)	(28,027)
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	$ 30	800,656	(1,022,876)	(222,193)
Beginning balance shares at Sep. 30, 2023	0	0	3,046,000
Beginning balance, value at Dec. 31, 2023	$ 0	$ 0	$ 266	922,020	(1,117,798)	(195,512)
Beginning balance shares at Dec. 31, 2023	0	0	26,646,000
Common stock issued in private placement			$ 50	249,950		250,000
Common stock issued in private placement, shares			5,000,000
Net loss					(199,338)	(199,338)
Ending balance, value at Mar. 31, 2024	$ 0	$ 0	$ 316	1,171,970	(1,317,136)	(144,850)
Beginning balance shares at Mar. 31, 2024	0	0	31,646,000
Beginning balance, value at Dec. 31, 2023	$ 0	$ 0	$ 266	922,020	(1,117,798)	(195,512)
Beginning balance shares at Dec. 31, 2023	0	0	26,646,000
Ending balance, value at Jun. 30, 2024	$ 0	$ 0	$ 165	1,379,324	(1,774,718)	(395,232)
Beginning balance shares at Jun. 30, 2024	19,250	0	16,540,000
Beginning balance, value at Dec. 31, 2023	$ 0	$ 0	$ 266	922,020	(1,117,798)	(195,512)
Beginning balance shares at Dec. 31, 2023	0	0	26,646,000
Net loss						(1,710,438)
Ending balance, value at Sep. 30, 2024	$ 0	$ 0	$ 170	2,492,669	(2,828,236)	(335,397)
Beginning balance shares at Sep. 30, 2024	19,400	5,500	17,029,000
Beginning balance, value at Mar. 31, 2024	$ 0	$ 0	$ 316	1,171,970	(1,317,136)	(144,850)
Beginning balance shares at Mar. 31, 2024	0	0	31,646,000
Conversion of common stock to preferred			$ (193)	195
Conversion of common stock to preferred, shares	19,250		(19,250,000)
Common stock issued in private placement			$ 41	205,159		205,200
Common stock issued in private placement, shares			4,104,000
Net loss					(457,582)	(457,582)
Common stock issued for services	0	0	$ 0	2,000	0	2,000
Common stock issued for services, shares			40,000
Ending balance, value at Jun. 30, 2024	$ 0	$ 0	$ 165	1,379,324	(1,774,718)	(395,232)
Beginning balance shares at Jun. 30, 2024	19,250	0	16,540,000
Preferred stock issued in private placement, shares		4,000
Preferred stock issued in a private placement				200,000		200,000
Preferred stock issued for financing fee, shares	150
Common stock issued in private placement			$ 4	130,846		130,850
Common stock issued in private placement, shares			439,000
Preferred stock issued for financing fee	0	0	$ 0	7,500	0	7,500
Net loss					(1,053,518)	(1,053,518)
Common stock issued for financing fee	0	0	$ 1	24,999	0	25,000
Common stock issued for financing fee, shares			50,000
Preferred stock issued for services				750,000		750,000
Ending balance, value at Sep. 30, 2024	$ 0	$ 0	$ 170	$ 2,492,669	$ (2,828,236)	$ (335,397)
Beginning balance shares at Sep. 30, 2024	19,400	5,500	17,029,000

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows (used in) operating activities
Net (loss) from operations	$ (1,710,438)	$ (66,044)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	19,782	0
Stock based compensation	752,000	0
Common stock issued for financing fees	32,499	0
Changes in assets and liabilities
Accounts receivable	(20,816)	0
Deferred charge	(23,489)	0
Accounts payable	102,725	(10,166)
Accrued interest	(6,217)	23,767
Net cash (used in) operating activities	(853,954)	(52,442)
Cash flows provided by (used in) investing activities
Purchases of property and equipment	(100,178)	0
Net cash (used in) investing activities	(100,178)	0
Cash flows provided by financing activities
Advances by related party	0	55,000
Proceeds from related party notes	50,000	0
Proceeds from notes payable	150,000	0
Repayments of related party notes	(35,881)	0
Proceeds from common stock issued for cash	786,050	0
Net cash provided by financing activities	950,169	55,000
Net increase (decrease) in cash	(3,962)	2,558
Cash, beginning of period	17,931	1,376
Cash, end of period	$ 13,969	$ 3,934

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,053,518)	$ (457,582)	$ (199,338)	$ (28,027)	$ (30,695)	$ (7,322)	$ (1,710,438)	$ (66,044)

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS   Nature of Operations   Kinetic Seas Incorporated (the “Company”) was formed on January 3, 2015 as a Colorado corporation with the name ONCO Merger Sub, Inc. On January 5, 2025, the Company merged with Oncology Med, Inc. as part of a holding company reorganization involving Oracle Nutraceuticals Company, under which the Company was the surviving entity in the merger. On January 18, 2015, the Company changed its name to Oncology Med, Inc. On September 16, 2016, the Company changed its name to Bellatora, Inc. On January 19, 2024, the Company changed its name to Kinetic Seas Incorporated.   The Company is an Artificial Intelligence (“AI”) consulting, research and development, infrastructure, and software company with a primary focus on GPU Cloud Hosting.    By a written consent dated December 14, 2023, the Board of Directors of the Company approved the appointment of Edward Honour, Jeffey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock at $0.001 per share to the New Directors and certain new employees, of which 19,950,000 were acquired by the New Directors. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share. An affiliate of a New Director purchased the initial 1,000,000 shares in this offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock, which constituted approximately 84% of issued and outstanding common shares of the Company at the time.   The appointment of the New Directors to the Company’s board, and sale to the New Directors of a controlling interest in the Company, were made in order to enable the Company to enter the business of artificial intelligence hosting, research & development, and consulting. Prior to the change in control to the New Directors, the Company was a shell company.   The Company’s accounting year-end is December 31.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    Basis of Presentation   The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.   Use of Estimates   The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.      Revenue Recognition and Cost of Consulting Labor   The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue.   During the nine months ended September 30, 2024 we generated $64,966 in consulting revenue. The cost of consulting labor was $52,490.   Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024 and December 31, 2023 the Company’s cash and cash equivalents totaled $13,969 and $17,931 respectively.   Stock-based Compensation   The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.   Income taxes   The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.   On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.   Net Loss per Share   Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.   Recent Accounting Pronouncements   There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 as filed with the SEC on September 26, 2024, that are of significance, or potential significance, to the Company.

GOING CONCERN	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2024, the Company had an accumulated deficit of $2,828,236 and a working capital deficit of $428,934.   The Company does not expect to generate operating cash flow that will be sufficient to fund presently anticipated operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Currently the company’s operations are being funded by a related party. The Company will be required to continue to do so until its operations become profitable. However, there can be no assurance that the related party will continue to fund the Company or that other sources of additional debt or equity financing will be available to the Company on acceptable terms, or at all.

ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	NOTE 4 – ACCRUED LIABILITIES   As of September 30, 2024 and December 31, 2023 the Company had $33,486 and $33,486, respectively in accrued liabilities.   The amounts of $33,486 in both periods represent an amount that the Company received cash for the sales of cigars during the year ended December 31, 2021. The Company was unable to document revenue recognition for these cash receipts under the guidelines of ASC 606, therefore this amount of $33,486 was recorded as a liability and will remain as liabilities on the Company’s balance sheet until the statute of limitations expires in 2027.

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS   On September 18, 2021 the Company entered into a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”). CIP’s managing director is Erik Nelson who was formerly the CEO of the Company. On June 30, 2022, CIP increased its Promissory Note to $50,000 by funding another $20,000 loan to the Company. Subsequently, CIP made an additional loan of $40,000 on September 15, 2022 to bring the total loan balance to $90,000 plus $21,674 in accrued interest. During the fiscal year ended December 31, 2023, CIP made additional loan amounts of $5,000 on February 15, 2023, $22,000 on March 29, 2023, $11,000 on June 30, 2023, $10,000 on May 10, 2023, $4,000 on June 29, 2023, $10,000 on July 5, 2023, $15,000 on August 21, 2023 and $15,000 on November 6, 2023.   On December 14, 2023, the Company and CIP agreed to convert $50,000 of indebtedness under the Promissory Note into 1,000,000 shares of the Company’s common stock at $0.05 per share. Also subsequent to December 14, 2023 the interest rate was reduced to 12% for the period from December 14, 2023 through December 31, 2023. Effective January 1, 2024 the interest rate became 10%.   The conversion of debt into stock reduced the balance owed on the Promissory Note to $182,000 of principal and $11,098 of interest as of December 31, 2023.   As of September 30, 2024 the balance on the Promissory Note and accrued interest was $146,119 and $4,606 respectively.   On September 20, 2024, Lisa Lozinski (“the Lender”), the spouse of a Company director made a $50,000 loan to the Company. The terms of the loan were as follows:   · Maturity date: March 20, 2025 · 18% interest, paid monthly · 50,000 restricted common shares were paid as consideration to the Lender. These shares were valued at $0.50 which is equivalent to the price the Company is receiving for its common shares in its current equity offering. The consideration was valued at $25,000 which is being expensed prorate over the six month term of the Note. As of September 30, 2024 the Company had a deferred interest charge of $23,489. · The 50,000 restricted common shares received piggyback registration rights to be included in the Company’s next registration statement filed with the SEC. · If the Company fails to pay the principal and accrued interest in full by the maturity date, the Company shall issue the Lender as a penalty payment, 100,000 restricted common shares.   As of September 30, 2024, the balance due on this related party note was $50,000, with $275 in accrued interest.   During the three months ended June 30, 2024, the Company issued 19,250 shares of Series A Convertible Preferred Stock in exchange for 19,250,000 shares of common stock with four individuals who are officers and/or directors of the Company.

EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
EQUITY	NOTE 6 – EQUITY   The Company is authorized to issue 200,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. As of September 30, 2024, and December 31, 2023, there were 17,029,000 and 26,646,000 shares of common stock outstanding, respectively.   Issuance of Common Stock   On December 14, 2023, the Board of Directors approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. Prior to the year-end, the Company issued 1,000,000 shares in an offering for an investment of $50,000. During the six months ended June 30, the Company completed the private placement by issuing 9,000,000 shares at $0.05 per share which generated $450,000 in proceeds.   On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued 4,104,000 shares in the offering and raised $205,200 proceeds. The offering of 6,000,000 shares continued until July 14, 2024. During the period from July 1, 2024 through July 14, 2024 the Company sold 197,000 common shares in the offering and raised $9,850 in proceeds.   During the six months ended June 30, 2024, the Company also issued 40,000 shares for services rendered valued at $2,000.   On July 15, 2025 the Company commenced a new offering of 2,000,000 shares at a price of $0.50 per share. During the period from July 15, 2024 to September 30, 2024 the Company sold 242,000 common shares in the offering and raised $121,000 in proceeds.   Issuance of Preferred A Stock   In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 10,000,000 shares, of which 19,250 shares were issued on May 31, 2024 in exchange for 19,250,000 shares of common stock. During the three months ended September 30, 2024, the Company issued 150 shares of Series A Preferred as a financing fee. As of September 30, 2024, there were 19,400 shares of Series A Preferred outstanding.   The Series A Preferred has the following rights:   Dividends: Each share of Series A Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.   Liquidation Preference: The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.   Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the common stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders.    Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.   Mandatory Conversion Rights: The Company may convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.   Rank: The Series A Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series A Preferred Stock.   Issuance of Preferred B Stock   On July 13, 2024, the Board of Directors approved the issuance of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”), for 10,000,000 shares. During the three months ended September 30, 2024, the Company issued 4,000 shares of Series B Preferred for cash consideration of $200,000, and 1,500 shares of Series B Preferred for consulting services valued at $750,000. As of September 30, 2024, there were 5,500 shares of Series B Preferred outstanding.   The Series B Preferred has the following rights:   Dividends: Each share of Series B Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series B Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.   Liquidation Preference: The Series B Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.   Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders in lieu of a meeting.    Voluntary Conversion Rights: Each share of Series B Preferred is convertible into 1,000 shares of common stock, provided that no holder of Series B Preferred may convert its shares into common stock to the extent the holder would be the beneficial owner of more than 4.99% of the Company’s common stock immediately after the conversion, and further provided that the holder has the right to waive this limitation on at least 61 days prior notice to the Company.   Mandatory Conversion Rights: The Company may convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series B Preferred Stock outstanding.   Rank: The Series B Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series B Preferred. The Series B Preferred ranks junior to the Series A Preferred.   On July 24, 2024 the Company changed its Articles of Incorporation and filed a Certificate of Designation to create 10,000,000 shares of Series B Convertible Preferred Stock. The Series B preferred shares are junior to Series B Preferred Stock and have the same rights as Series A Preferred with one exception. Series B preferred holders cannot hold in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.   During the three months ended September 30, 2024 the Company issued 5,500 Preferred B shares.   Warrants   The Company has outstanding 500,000 Class A Warrants and 500,000 Class B Warrants. The Class A Warrants are exercisable at $1.00 per share until June 20, 2026 and the Class B Warrants are exercisable at $2.50 per share until June 20, 2026. The Class A and B Warrants are exercisable at any time by the holder on a cash or cashless basis, provided that the holder may not exercise the warrants if the holder would own more than 4.99% of the Company immediately following the exercise, provided that the holder has the right to increase such percentage to no more than 9.99% upon at least 61 days prior written notice to the Company.   Reverse Stock Split   On June 5, 2023 the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100. As that time the split was declared the Company had 140,790,867 shares outstanding. Post split there were 3,046,000 shares outstanding. As a result of FINRA policies regarding beneficial ownership of odd lot holders, the Company issued approximately 1,000,000 in excess of the amounts anticipated by the split. This split has been retroactively applied in the financial statement to all prior periods, and all reference to share counts in this report reflect post-split amounts unless specifically stated otherwise.

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE   On April 30, 2024, the Company borrowed $100,000 and $50,000 from two individuals pursuant to promissory notes that provide for interest at 10% per annum, monthly payments of interest only for six months and a maturity date six months after the date of the loans. In addition, the Company agreed to issue the lenders 100 shares and 50 shares, respectively, of Series A Convertible Preferred Stock. These shares were issued during the three months ended September 30, 2024.   As of September 30, 2024 the balance of notes payable was $150,000, with no accrued interest.

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS   Subsequent to September 30, 2024 the Company received $135,000 in proceeds from the issuance of 270,000 common shares at $0.50 each, to five accredited investors.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Revenue Recognition and Cost of Consulting Labor	Revenue Recognition and Cost of Consulting Labor   The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue.   During the nine months ended September 30, 2024 we generated $64,966 in consulting revenue. The cost of consulting labor was $52,490.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024 and December 31, 2023 the Company’s cash and cash equivalents totaled $13,969 and $17,931 respectively.
Stock-based Compensation	Stock-based Compensation   The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Income taxes	Income taxes   The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.   On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.
Net Loss per Share	Net Loss per Share   Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 as filed with the SEC on September 26, 2024, that are of significance, or potential significance, to the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Product Information [Line Items]
Revenue	$ 64,966	$ 0	$ 137,291	$ 0
Cost of consulting labor	52,490	$ 0	106,749	$ 0
Cash and cash equivalents	$ 13,969		13,969		$ 17,931
Consulting [Member]
Product Information [Line Items]
Revenue			64,966
Cost of consulting labor			$ 52,490

GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,828,236	$ 1,117,798
Working capital deficit	$ 428,934

ACCRUED LIABILITIES (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued liabilities	$ 33,486	$ 33,486

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)											1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 14, 2023	Nov. 06, 2023	Aug. 21, 2023	Jul. 05, 2023	Jun. 30, 2023	Jun. 29, 2023	May 10, 2023	Mar. 29, 2023	Sep. 15, 2022	Jun. 30, 2022	May 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 20, 2024	Jan. 02, 2024	Dec. 31, 2023	Sep. 18, 2021
Related Party Transaction [Line Items]
Additional loan													$ 50,000	$ 0
Promissory note													146,119
Accrued interest												$ 4,606	4,881				$ 11,098
Deferred Costs, Current													$ 23,489
Debt Instrument, Description													If the Company fails to pay the principal and accrued interest in full by the maturity date, the Company shall issue the Lender as a penalty payment, 100,000 restricted common shares.
Series A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock converted, shares issued											19,250
Common Stock [Member]
Related Party Transaction [Line Items]
Stock converted, shares converted											19,250,000
Lisa Lozinski [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount															$ 50,000
Debt Instrument, Maturity Date													Mar. 20, 2025
Debt Instrument, Interest Rate, Effective Percentage															18.00%
Restricted common shares paid as consideration													50,000
Restricted stock paid as consideration													$ 25,000
Long-Term Debt, Gross															$ 50,000
Debt Instrument, Increase, Accrued Interest													$ 275
Four Individuals [Member] | Series A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock converted, shares issued												19,250
Four Individuals [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Stock converted, shares converted												19,250,000
Coral Investment Partners [Member]
Related Party Transaction [Line Items]
Convertible notes payable									$ 90,000	$ 50,000								$ 30,000
Additional loan		$ 15,000	$ 15,000	$ 10,000	$ 11,000	$ 4,000	$ 10,000	$ 22,000	40,000	$ 20,000
Convertible notes payable interest									$ 21,674								$ 11,098
Debt converted, amount converted	$ 50,000
Debt converted, shares issued	1,000,000
Interest rate	12.00%															10.00%

EQUITY (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended			6 Months Ended	9 Months Ended
	Jul. 14, 2024	Jun. 05, 2023	May 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Sep. 30, 2024	Jun. 30, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Jul. 13, 2024	Feb. 28, 2023
Subsidiary, Sale of Stock [Line Items]
Common stock shares, authorized				200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common stock, par value				$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock shares, authorized							10,000,000	10,000,000
Preferred stock, par value							$ 0.00001	$ 0.00001
Common stock, shares outstanding				26,646,000	17,029,000	17,029,000			17,029,000
Proceeds from Issuance of Common Stock									$ 786,050	$ 0
Stock issued for services, value							$ 2,000
Reverse stock split		reverse split of 1 for 100
Pre Split [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares outstanding		140,790,867
Post Split [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares outstanding		3,046,000
Stock issued for stock split, shares		1,000,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued for services, shares								40,000
Stock issued for services, value								$ 2,000
Stock converted, shares converted			19,250,000
Series A Convertible Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock shares, authorized												10,000,000
Stock converted, shares issued			19,250
Series A Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock shares, authorized				10,000,000	10,000,000	10,000,000			10,000,000		10,000,000
Preferred stock, par value				$ 0.00001	$ 0.00001	$ 0.00001			$ 0.00001
Stock issued new, shares						4,000
Stock issued for services, shares						1,500
Stock issued for services, value						$ 750,000
Preferred stock issued for financing fees, shares						150
Preferred Stock, Shares Outstanding				0	19,400	19,400			19,400		5,500
Liquidation preference per share							$ 0.01	$ 0.01
Voluntary conversion rights					1,000	1,000			1,000
Proceeds from issuance of preferred stock						$ 200,000
Series B Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock shares, authorized				10,000,000	10,000,000	10,000,000			10,000,000
Preferred stock, par value				$ 0.00001	$ 0.00001	$ 0.00001			$ 0.00001
Stock issued new, shares						5,500
Preferred Stock, Shares Outstanding				0	5,500	5,500			5,500
Class A Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding							500,000	500,000
Warrants outstanding per share							$ 1.00	$ 1.00
Class B Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding							500,000	500,000
Warrants outstanding per share							$ 2.50	$ 2.50
December 2023 Private Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares				1,000,000				9,000,000
Proceeds from Issuance of Common Stock				$ 50,000				$ 450,000
March 2024 Private Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares	197,000							4,104,000
Proceeds from Issuance of Common Stock	$ 9,850							$ 205,200
July 2025 Private Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares					242,000
Proceeds from Issuance of Common Stock					$ 121,000

NOTES PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2024	Apr. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term debt	$ 150,000
Individual 1 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term debt		$ 100,000
Individual 1 [Member] | Series A Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for note payable		100
Individual 2 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term debt		$ 50,000
Individual 2 [Member] | Series A Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for note payable		50

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