SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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| Cash | Cash
Cash includes cash on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities of 90 days or less. The Company’s bank account in the United States amounted to $62,547 on December 31, 2024, and $2,458 on December 31, 2023, and our bank account is protected by FDIC insurance up to $250,000.
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| Revenue recognition | Revenue recognition
The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The Company has assessed the impact of the guidance by performing the following five steps analysis:
Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue
A significant Company’s revenue will be derived from the commercial exploitation of its iTDE Technology and its CPiTDE Systems. In principle this technology will allow the company to commercialize a system that is incorporated into a specific product: being a component in an extraction plant. Because each unit needs regular maintenance and servicing after reaching a certain throughput, using a tolling agreement is considered the most effective approach to commercialization. The Company considers any agreement resulting in the testing or deployment of the system (including the granting of exclusivity rights, conditional deployment, “try and see”, and other signed arrangements to be a contract with a customer. Contracts with customers are short-term or preliminary when the time between signed agreements and satisfaction with the performance obligations (including where initial obligations in the short term may lead to replacement agreements of a defined longer duration) is equal to or less than one year. Typically, the Company expects introductory testing, and other “try and see” arrangements will be short term, however most operational agreements will be long term. The Company recognizes revenue when extraction services are provided, or market rights are granted to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or grants of rights. The Company typically satisfies its performance obligations in contracts with customers upon delivery of extracted materials, however, in cases where systems are delivered against payment and property is transferred, revenue will be recognized accordingly. Customers must pay upon receiving the invoice. The execution of contracts will require the assessment of specific extraction requirements, the design of a system, construction of the units required to implement the system, delivery, and installation, start up and verification, as well as ongoing operation expense, before revenues may be derived from extraction under a tolling arrangement. Commercial contracts therefore have significant financing components and several variable components and considerations. Potentially there may be returns of units and maintenance and refurbishment is priced into the tolling arrangement. It is anticipated that the tolling arrangements from which the Company will derive revenues shall contain extraction performance minimums that need to be met as well as extraction rates required. These are typically defined by the type of liquid from which extraction services are required and will necessarily dictate the extent and cost of the system to be deployed. These factors should be calculated and defined prior to completing initial tolling agreements. However, since the Company has yet to complete construction and testing of its initial controlled pilot plant system and the technology is ground-new, there exists no historical experience or precedent, nor any comparable system from which estimates of these critical factors can be derived. All costs and the economics of agreements will require to be evaluated and fixed during negotiations with potential customers with the Company’s best judgment of all such factors and calculations at the time the estimate is made.
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| Earnings (loss) per Share |
Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses the if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants.
For the fiscal years ended December 31, 2024, and December 31, 2023, there were potentially dilutive debt or equity instruments issued or outstanding, excepting the Series “F” Notes issued during fiscal year 2024 in the principal amount of $1,585,004 together with interest calculated as of December 31, 2024 of $87,878 and conversion of both principal and interest at $1.25, however, any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in the relevant period. On the date of this filing the total shares that would be issued from the Convertible Notes at their conversion rate of $1.25 are approximately shares.
On On May 29, 2024, the Company issued a Subscription Agreement for new classification of securities that involved the newly authorized issuance of shares of preferred stock in a class identified as Class “A” Preferred Stock. This newly issued stock includes fully assessable Class “A” Preferred Stock, issued in the name of John Michael Johnson, president, secretary, and a director of the Company, and an additional assessable Class “A” Preferred Stock issued to the Board of Directors (the “Board”) of the Company to utilize as the Board sees fit in the best interest of the Company. On the date of this filing the Subscription Agreement was not executed and the Series A Preferred was cancelled.
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| Investment Policy in Joint Ventures | Investment Policy in Joint Ventures
It is the policy of the Company to recognize joint ventures only once sufficient consideration has been received for the venture to impact its operations. Neither the execution of an agreement requiring the formation of a joint venture nor the creation of a shell intended to be the venture vehicle is considered sufficient. Once operations commence in a material manner, the Company will recognize the operation of a joint venture in its financial statements.
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| Income Taxes | Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. As of fiscal year ends December 31, 2024, and December 31, 2023, there were no uncertain tax positions.
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
As of December 31, 2024, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. The table below sets forth the fair market value of the shareholding based on the closing price for the shares on the AIM market As of December 31, 2024, the market price for Clontarf shares was GBP, putting the Fair Value of the Investment at $77,098. The Company recognized a loss of $62,976 on the shareholding when measured against the market price on the AIM market on the date of the acquisition of the shareholding.
The following table presents balances of securities with observable inputs (Level 1) as of December 31, 2024:
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| Depreciation Policy of long-lived intangible assets | Depreciation Policy of long-lived intangible assets
The long-lived intangible assets of the Company are all intellectual property assets. Where there are underlying patents protecting these assets, it is the policy to amortize the said assets in line with the patent protection afforded by the technology.
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| PP&E depreciation policy of fixed tangible assets | PP&E depreciation policy of fixed tangible assets
The depreciation policy of the Company’s long-term fixed tangible assets is decided dependent on the useful life a particular asset is expected to have. The Company currently operates with very few assets, having no real estate and with very little operational equipment. The current depreciated value of all fixed tangible assets owned by the Company is $7,285. None of these assets are material to the business.
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| Recent accounting pronouncements | Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company adopted ASU 2023-07, Improvements to Reportable Segment Disclosures.
Use of Estimates
The preparation of financial statements in conformity with US. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:
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| Segment Reporting | Segment Reporting
The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances. The Company’s executive evaluates the Company’s net income and loss combined with cash flow for financing activities to determine the direction of the Company’s business plan execution.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025, and 2024.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party, deferred revenue, and other loans, approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach.
The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Scholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation. |
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