UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

 

 

For the quarterly period ended March 31, 2024

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from _________ to _________

 

 

Commission File Number 333-199193

 

Cloudweb, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

 

47-0978297

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

800 W El Camino Real Suite 180

Mountain View, CA

 

94040

(Address of principal executive offices)

 

(Zip Code)

 

650-963-7749

(Registrant’s telephone number, including area code)

 

N/A

(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 each exchange on which registered

None

None

None

 

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 (§232.405 of this chapter) 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 an 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 Exchange Act) YES     ☒ NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES   ☐ NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

27,819,385 common shares issued and outstanding as of April 30, 2024.

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

11

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

Item 1A.

Risk Factors

 

15

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

Item 3.

Defaults Upon Senior Securities

 

15

 

Item 4.

Mine Safety Disclosures

 

15

 

Item 5.

Other Information

 

15

 

Item 6.

Exhibits

 

15

 

SIGNATURES

 

16

 

 

 
2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CLOUDWEB, INC.

BALANCE SHEETS

(in U.S. Dollars, except for number of shares or otherwise stated)

 

 

 

March 31, 2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$58,206

 

 

$57,757

 

Accrued interest

 

 

226,369

 

 

 

217,326

 

Promissory notes payable

 

 

2,160

 

 

 

2,160

 

Convertible notes payable, net of note discount

 

 

153,482

 

 

 

153,482

 

Due to related party

 

 

156,259

 

 

 

139,809

 

Total Current Liabilities

 

 

596,476

 

 

 

570,534

 

 

 

 

 

 

 

 

 

 

Promissory notes payable

 

 

67,326

 

 

 

67,326

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

663,802

 

 

 

637,860

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common stock, no par value; 500,000,000 shares authorized, 27,819,385 shares issued and outstanding

 

 

237,937,821

 

 

 

237,937,821

 

Additional paid-in capital

 

 

(5,091,518)

 

 

(5,091,518)

Accumulated deficit

 

 

(233,413,889)

 

 

(233,387,947)

Accumulated deficit from discontinued operations

 

 

(96,216)

 

 

(96,216)

Total Stockholders’ Deficit

 

 

(663,802)

 

 

(637,860)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$-

 

 

$-

 

 

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

 

 
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Table of Contents

 

CLOUDWEB, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(in U.S. Dollars, except for number of shares or otherwise stated)

 

 

 

 Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

Professional fees

 

$16,900

 

 

$12,500

 

Total Operating Expenses

 

 

16,900

 

 

 

12,500

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

Interest expense

 

 

(9,042)

 

 

(8,943)

Total Operating Expenses

 

 

(9,042)

 

 

(8,943)

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(25,942)

 

$(21,443)

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

27,819,385

 

 

 

27,819,385

 

 

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

 

 
4

Table of Contents

 

CLOUDWEB, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(in U.S. Dollars, except for number of shares or otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

Common Stock (no par value)

 

 

 

 

 

 

Discontinued

 

 

Total

 

 

 

 Number of

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Operations

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Paid-In Capital

 

 

Deficit

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2023

 

 

27,819,385

 

 

$237,937,821

 

 

$(5,091,518)

 

$(233,387,947)

 

$(96,216)

 

$(637,860)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,942)

 

 

-

 

 

 

(25,942)

Balance - March 31, 2024

 

 

27,819,385

 

 

$237,937,821

 

 

$(5,091,518)

 

$(233,413,889)

 

$(96,216)

 

$(663,802)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

Common Stock (no par value)

 

 

 

 

 

 

Discontinued

 

 

Total

 

 

 

Number of

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Operations

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Paid-In Capital

 

 

Deficit

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2022

 

 

27,819,385

 

 

$237,937,821

 

 

$(5,091,518)

 

$(233,310,529)

 

$(96,216)

 

$(560,442)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21,443)

 

 

-

 

 

 

(21,443)

Balance - March 31, 2023

 

 

27,819,385

 

 

$237,937,821

 

 

$(5,091,518)

 

$(233,331,972)

 

$(96,216)

 

$(581,885)

 

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

 

 
5

Table of Contents

 

CLOUDWEB, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(in U.S. Dollars, except for number of shares or otherwise stated)

 

 

 

 Three Months Ended

 

 

 

 March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(25,942)

 

$(21,443)

Changes in operating liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

449

 

 

 

(4,440)

Accrued interest

 

 

9,043

 

 

 

8,944

 

Net cash used in operating activities

 

 

(16,450)

 

 

(16,939)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advancement from related party

 

 

16,450

 

 

 

16,939

 

Net cash provided by financing activities

 

 

16,450

 

 

 

16,939

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

-

 

 

 

-

 

Cash and cash equivalents - beginning of period

 

 

-

 

 

 

-

 

Cash and cash equivalents - end of period

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

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

 

 
6

Table of Contents

 

CLOUDWEB, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(in U.S. Dollars, except for number of shares or otherwise stated)

 

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Cloudweb, Inc. (the “Company”, or “we”) is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc.

 

We are currently exploring different options of further developing and marketing our web hosting and data storage services. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

 
7

Table of Contents

 

Web Development Cost

 

In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.

 

Share-based Expenses

 

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

 Basic and Diluted Income (Loss) Per Share

 

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

For the three months ended March 31, 2024 and 2023, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

 

 

 

March 31,

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible notes payable

 

 

55,326,667

 

 

 

55,327,097

 

 

Recent accounting pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. 

 

 
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NOTE 3 – GOING CONCERN

 

The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources from loan from related party and unaffiliated parties based on its current operating plan and condition. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2024 and 2023, the Director of the Company advanced $16,450 and $16,939 for paying operating expenses on behalf of the Company, respectively. The loan is non-interest bearing and due on demand.

 

As of March 31, 2024 and December 31, 2023, due to related party was $16,2595 and $139,809, respectively.

 

NOTE 5 – PROMISSORY NOTES

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Promissory  Note - November 2017

 

Due on demand

 

$2,160

 

 

$2,160

 

Promissory  Note - March 2018

 

3/31/2028

 

 

15,296

 

 

 

15,296

 

Promissory  Note - June 2018

 

6/29/2028

 

 

12,249

 

 

 

12,249

 

Promissory  Note - September 2018

 

9/29/2028

 

 

5,408

 

 

 

5,408

 

Promissory  Note - December 2018

 

12/30/2028

 

 

6,137

 

 

 

6,137

 

Promissory  Note - March 2019

 

3/30/2029

 

 

7,150

 

 

 

7,150

 

Promissory  Note - June 2019

 

6/30/2029

 

 

10,105

 

 

 

10,105

 

Promissory  Note - September 2019

 

9/30/2029

 

 

4,081

 

 

 

4,081

 

Promissory  Note - December 2019

 

12/31/2029

 

 

6,900

 

 

 

6,900

 

 

 

 

 

 

69,486

 

 

 

69,486

 

Less current portion of promissory note payable

 

 

 

 

(2,160)

 

 

(2,160)

Long-term promissory notes payable

 

 

 

$67,326

 

 

$67,326

 

 

As of March 31, 2024 and December 31, 2023, the accrued interest on the promissory notes was $116,690 and $11,256, respectively.

 

NOTE 6 – CONVERTIBLE NOTES

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Convertible Notes - July 2017

 

6/30/2022

 

$116,000

 

 

$116,000

 

Convertible Notes - January 2020

 

Due on demand

 

 

8,033

 

 

 

8,033

 

Convertible Notes - March 2020

 

Due on demand

 

 

4,768

 

 

 

4,768

 

Convertible Notes - June 2020

 

Due on demand

 

 

13,800

 

 

 

13,800

 

Convertible Notes - September 2020

 

Due on demand

 

 

7,307

 

 

 

7,307

 

Convertible Notes - April 2022

 

Due on demand

 

 

3,574

 

 

 

3,574

 

 

 

 

 

 

153,482

 

 

 

153,482

 

Less current portion of convertible note payable

 

 

 

 

(153,482)

 

 

(153,482)

Long-term convertible notes payable

 

 

 

$-

 

 

$-

 

 

 
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Convertible Notes – July 2017

 

On July 1, 2017, the Company replaced the promissory notes held by the four non-affiliated assignees with convertible notes at principal amount of $34,000, for total note principal amount of $136,000. The convertible notes bear interest at 4% per annum, has an original expiry date of June 30, 2019 and subsequently extended to June 30, 2022 and are convertible at $0.005 per share for the Company common stock. On January 2, 2018, the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares (pre 200:1 reverse stock split - 1,000,000 shares) of common stock at $0.005 per share. An aggregate $20,000 principal amount of the four convertible notes were converted for 4,000,000 common shares. The note is currently at default.

 

Convertible Note – January 2020

 

On January 2, 2020, the Company replaced a promissory note of $17,033 originally issued to an unaffiliated party on December 31, 2017 with a convertible note of $17,033. The convertible note is due on demand, bear interest at 10% per annum and is convertible at $0.003 per share. The discount on convertible note from beneficial conversion feature of $17,033 was fully amortized during the year ended December 31, 2020. On March 4, 2020, this convertible note was sold to another unaffiliated party.

 

Convertible Note – March 2020

 

On March 4, 2020, the convertible note originally issued on January 2, 2020 comprising of principal amount of $17,033 and accrued interest of $21,073 was sold to another unaffiliated party. On March 23, 2020, the principal amount of the convertible note of $9,000 was converted into 15,000 shares (pre 200:1 reverse stock split - 3,000,000 shares) of common stock. (see Note 7)

 

On March 31, 2020, the Company issued to an unaffiliated party a convertible note at $4,768 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $4,768 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – June 2020

 

On June 30, 2020, the Company issued to an unaffiliated party a convertible note at $13,800 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $13,800 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – September 2020

 

On September 30, 2020, the Company issued to an unaffiliated party a convertible note at $7,307 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $7,307 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – December 2020

 

On December 31, 2020, the Company issued to an unaffiliated party a convertible note at $6,074 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $6,074 was fully amortized during the year ended December 31, 2020. During the year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price. As of March 31, 2024 and December 31, 2023, the convertible note was $3,574.

 

As of March 31, 2024 and December 31, 2023, the convertible notes payable was $153,482, net of note discount and accrued interest payable was $109,679 and $106,070, respectively.

  

NOTE 7 - EQUITY

 

Authorized Stock

 

The Company’s authorized common stock consists of 500,000,000 shares with no par value.

 

Common Shares

 

During year ended December 31, 2022, the Company issued 25,000,000 shares of restricted common stock valued at $104,250,000 to the Director of the Company for year 2021 salary.

 

During year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price.

 

As of March 31, 2024 and December 31, 2023, the issued and outstanding shares of common stock was 27,819,385.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
10

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

 

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

 

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Cloudweb, Inc., unless otherwise indicated.

 

General Overview

 

Our Company

 

Cloudweb, Inc. is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc.

 

Our headquarters are located at 800 W El Camino Real Suite 180 Mountain View, Florida, CA 94040.

 

We are currently exploring different options of further developing and marketing our web hosting and data storage services Hostwizer.com, W8hosting.com, and JeyCloud.com. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs.

 

We do not have any subsidiaries.

 

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

 

 
11

Table of Contents

 

Results of Operations

 

The following summary of our operations should be read in conjunction with our unaudited condensed financial statements for the three ended March 31, 2024 and 2023.

 

Three months ended March 31, 2024 compared to three months ended March 31, 2023

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Changes

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$16,900

 

 

$12,500

 

 

$4,400

 

 

 

35%

Total operating expenses

 

 

16,900

 

 

 

12,500

 

 

 

4,400

 

 

 

35%

Other expenses

 

 

9,042

 

 

 

8,943

 

 

 

99

 

 

 

1%

Net Loss

 

$25,942

 

 

$21,443

 

 

$4,499

 

 

 

21%

 

Our net loss for the three months ended March 31, 2024 was $25,942 compared with net loss of $21,443 for the three months ended March 31, 2023 due to the increase in professional fees and note interest expense.

 

Liquidity and Capital

 

Working Capital

 

 

 

 As of

 

 

 As of

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Changes

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$596,476

 

 

$570,534

 

 

$25,942

 

 

 

5%

Working Capital Deficiency

 

$(596,476)

 

$(570,534)

 

$(25,942)

 

 

5%

 

As at March 31, 2024 and December 31, 2023, our company had no cash and assets.

 

As at March 31, 2024, our company had current liabilities of $596,476 as compared to $570,534 as of December 31, 2023. The increase in current liabilities was due to an increase in accrued interest and due to related party.

 

As at March 31, 2024, our company had a working capital deficiency of $596,476 compared with a working capital deficit of $570,534 as at December 31, 2023. The increase in working capital deficit was primarily due to an increase in due to related party and accrued interest.

 

 
12

Table of Contents

 

Cash Flows

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Changes

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in operating activities

 

$(16,450)

 

$(16,939)

 

$489

 

 

(3%)

 

Cash flows provided by financing activities

 

 

16,450

 

 

 

16,939

 

 

 

(489)

 

(3%)

 

Net changes in cash

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

 

Cash Flow from Operating Activities

 

We have not generated positive cash flow from operating activities. During the three months ended March 31, 2024, net cash used in operating activities was $16,450 compared to $16,939 used during the three months ended March 31, 2023.

 

Cash flows used in operating activities during the three months ended March 31, 2024, comprised of a net loss of $25,942, reduced by a net change in working capital of $9,492.

 

Cash flows used in operating activities during the three months ended March 31, 2023, comprised of a net loss of $21,443, reduced by a net change in working capital of $4,504.

 

Cash Flow from Investing Activities

 

During the three months ended March 31, 2024 and 2023, our company did not have any investing activities.

 

Cash Flow from Financing Activities

 

During the three months ended March 31, 2024 and 2023, net cash provided by financing activities was $16,450 and $16,939 for advancement from the Company’s Director for paying operating expenses, respectively.

 

Going Concern

 

As of March 31, 2024, we had an accumulated deficit of $233,413,889. We believe that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to our Company’s ability to continue as a going concern. Our Company is currently exploring different options of further developing and marketing our web hosting and data storage services. The accompanying condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business plans.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

 
13

Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
14

Table of Contents

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit Number

 

Description

31

 

Rule 13a-14(a)/15d-14(a) Certification

31.1

 

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32

 

Section 1350 Certification

32.1*

 

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

101

 

Interactive Data Files

101.INS**

 

XBRL Instance Document

101.SCH**

 

XBRL Taxonomy Extension Schema Document

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

_____________

*

Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

 

 

**

XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
15

Table of Contents

 

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.

 

 

 

CLOUDWEB, INC.

 

 

 

(Registrant)

 

 

 

 

 

Dated: May 6, 2024

 

/s/ Zhi De Liao

 

 

 

Zhi De Liao

 

 

 

President, Chief Executive Officer,

 

 

 

Chief Financial Officer and Director

 

 

 

(Principal Executive Officer, Principal

 

 

 

Financial Officer and Principal Accounting Officer)

 

 

 
16

 

nullnullv3.24.1.u1
Cover - shares
3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Cover [Abstract]    
Entity Registrant Name Cloudweb, Inc.  
Entity Central Index Key 0001619227  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Mar. 31, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   27,819,385
Entity File Number 333-199193  
Entity Incorporation State Country Code FL  
Entity Tax Identification Number 47-0978297  
Entity Address Address Line 1 800 W El Camino Real Suite 180  
Entity Address City Or Town Mountain View  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 94040  
City Area Code 650  
Local Phone Number 963-7749  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
v3.24.1.u1
BALANCE SHEETS - USD ($)
Mar. 31, 2024
Dec. 31, 2023
ASSETS    
Total Current Assets $ 0 $ 0
TOTAL ASSETS 0 0
Current Liabilities    
Accounts payable and accrued liabilities 58,206 57,757
Accrued interest 226,369 217,326
Promissory notes payable 2,160 2,160
Convertible notes payable, net of note discount 153,482 153,482
Due to related party 156,259 139,809
Total Current Liabilities 596,476 570,534
Promissory notes payable 67,326 67,326
Total Liabilities 663,802 637,860
Stockholders' Deficit    
Common stock, no par value; 500,000,000 shares authorized, 27,819,385 shares issued and outstanding 237,937,821 237,937,821
Additional paid-in capital (5,091,518) (5,091,518)
Accumulated deficit (233,413,889) (233,387,947)
Accumulated deficit from discontinued operations (96,216) (96,216)
Total Stockholders' Deficit (663,802) (637,860)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 $ 0
v3.24.1.u1
BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Stockholders' Deficit    
Common stock, shares par value $ 0 $ 0
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 27,819,385 27,819,385
Common stock, shares outstanding 27,819,385 27,819,385
v3.24.1.u1
STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING EXPENSES    
Professional fees $ 16,900 $ 12,500
Total Operating Expenses 16,900 12,500
OTHER EXPENSES    
Interest expense (9,042) (8,943)
Total Operating Expenses (9,042) (8,943)
NET LOSS $ (25,942) $ (21,443)
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 27,819,385 27,819,385
v3.24.1.u1
STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Deficit from Discontinued Operations Deficit
Balance, shares at Dec. 31, 2022   27,819,385      
Balance, amount at Dec. 31, 2022 $ (560,442) $ 237,937,821 $ (5,091,518) $ (233,310,529) $ (96,216)
Net loss (21,443) $ 0 0 (21,443) 0
Balance, shares at Mar. 31, 2023   27,819,385      
Balance, amount at Mar. 31, 2023 (581,885) $ 237,937,821 (5,091,518) (233,331,972) (96,216)
Balance, shares at Dec. 31, 2023   27,819,385      
Balance, amount at Dec. 31, 2023 (637,860) $ 237,937,821 (5,091,518) (233,387,947) (96,216)
Net loss (25,942) $ 0 0 (25,942) 0
Balance, shares at Mar. 31, 2024   27,819,385      
Balance, amount at Mar. 31, 2024 $ (663,802) $ 237,937,821 $ (5,091,518) $ (233,413,889) $ (96,216)
v3.24.1.u1
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (25,942) $ (21,443)
Changes in operating liabilities:    
Accounts payable and accrued liabilities 449 (4,440)
Accrued interest 9,043 8,944
Net cash used in operating activities (16,450) (16,939)
CASH FLOWS FROM FINANCING ACTIVITIES    
Advancement from related party 16,450 16,939
Net cash provided by financing activities 16,450 16,939
Net change in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period 0 0
Supplemental Cash Flow Disclosures    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0
v3.24.1.u1
ORGANIZATION AND BUSINESS OPERATIONS
3 Months Ended
Mar. 31, 2024
ORGANIZATION AND BUSINESS OPERATIONS  
ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Cloudweb, Inc. (the “Company”, or “we”) is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc.

 

We are currently exploring different options of further developing and marketing our web hosting and data storage services. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs.

v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Web Development Cost

 

In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.

 

Share-based Expenses

 

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

 Basic and Diluted Income (Loss) Per Share

 

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

For the three months ended March 31, 2024 and 2023, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

 

 

 

March 31,

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible notes payable

 

 

55,326,667

 

 

 

55,327,097

 

 

Recent accounting pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. 

v3.24.1.u1
GOING CONCERN
3 Months Ended
Mar. 31, 2024
GOING CONCERN  
GOING CONCERN

NOTE 3 – GOING CONCERN

 

The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources from loan from related party and unaffiliated parties based on its current operating plan and condition. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

v3.24.1.u1
RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2024 and 2023, the Director of the Company advanced $16,450 and $16,939 for paying operating expenses on behalf of the Company, respectively. The loan is non-interest bearing and due on demand.

 

As of March 31, 2024 and December 31, 2023, due to related party was $16,2595 and $139,809, respectively.

v3.24.1.u1
PROMISSORY NOTES
3 Months Ended
Mar. 31, 2024
PROMISSORY NOTES  
PROMISSORY NOTES

NOTE 5 – PROMISSORY NOTES

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Promissory  Note - November 2017

 

Due on demand

 

$2,160

 

 

$2,160

 

Promissory  Note - March 2018

 

3/31/2028

 

 

15,296

 

 

 

15,296

 

Promissory  Note - June 2018

 

6/29/2028

 

 

12,249

 

 

 

12,249

 

Promissory  Note - September 2018

 

9/29/2028

 

 

5,408

 

 

 

5,408

 

Promissory  Note - December 2018

 

12/30/2028

 

 

6,137

 

 

 

6,137

 

Promissory  Note - March 2019

 

3/30/2029

 

 

7,150

 

 

 

7,150

 

Promissory  Note - June 2019

 

6/30/2029

 

 

10,105

 

 

 

10,105

 

Promissory  Note - September 2019

 

9/30/2029

 

 

4,081

 

 

 

4,081

 

Promissory  Note - December 2019

 

12/31/2029

 

 

6,900

 

 

 

6,900

 

 

 

 

 

 

69,486

 

 

 

69,486

 

Less current portion of promissory note payable

 

 

 

 

(2,160)

 

 

(2,160)

Long-term promissory notes payable

 

 

 

$67,326

 

 

$67,326

 

 

As of March 31, 2024 and December 31, 2023, the accrued interest on the promissory notes was $116,690 and $11,256, respectively.

v3.24.1.u1
CONVERTIBLE NOTES
3 Months Ended
Mar. 31, 2024
CONVERTIBLE NOTES  
CONVERTIBLE NOTES

NOTE 6 – CONVERTIBLE NOTES

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Convertible Notes - July 2017

 

6/30/2022

 

$116,000

 

 

$116,000

 

Convertible Notes - January 2020

 

Due on demand

 

 

8,033

 

 

 

8,033

 

Convertible Notes - March 2020

 

Due on demand

 

 

4,768

 

 

 

4,768

 

Convertible Notes - June 2020

 

Due on demand

 

 

13,800

 

 

 

13,800

 

Convertible Notes - September 2020

 

Due on demand

 

 

7,307

 

 

 

7,307

 

Convertible Notes - April 2022

 

Due on demand

 

 

3,574

 

 

 

3,574

 

 

 

 

 

 

153,482

 

 

 

153,482

 

Less current portion of convertible note payable

 

 

 

 

(153,482)

 

 

(153,482)

Long-term convertible notes payable

 

 

 

$-

 

 

$-

 

Convertible Notes – July 2017

 

On July 1, 2017, the Company replaced the promissory notes held by the four non-affiliated assignees with convertible notes at principal amount of $34,000, for total note principal amount of $136,000. The convertible notes bear interest at 4% per annum, has an original expiry date of June 30, 2019 and subsequently extended to June 30, 2022 and are convertible at $0.005 per share for the Company common stock. On January 2, 2018, the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares (pre 200:1 reverse stock split - 1,000,000 shares) of common stock at $0.005 per share. An aggregate $20,000 principal amount of the four convertible notes were converted for 4,000,000 common shares. The note is currently at default.

 

Convertible Note – January 2020

 

On January 2, 2020, the Company replaced a promissory note of $17,033 originally issued to an unaffiliated party on December 31, 2017 with a convertible note of $17,033. The convertible note is due on demand, bear interest at 10% per annum and is convertible at $0.003 per share. The discount on convertible note from beneficial conversion feature of $17,033 was fully amortized during the year ended December 31, 2020. On March 4, 2020, this convertible note was sold to another unaffiliated party.

 

Convertible Note – March 2020

 

On March 4, 2020, the convertible note originally issued on January 2, 2020 comprising of principal amount of $17,033 and accrued interest of $21,073 was sold to another unaffiliated party. On March 23, 2020, the principal amount of the convertible note of $9,000 was converted into 15,000 shares (pre 200:1 reverse stock split - 3,000,000 shares) of common stock. (see Note 7)

 

On March 31, 2020, the Company issued to an unaffiliated party a convertible note at $4,768 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $4,768 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – June 2020

 

On June 30, 2020, the Company issued to an unaffiliated party a convertible note at $13,800 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $13,800 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – September 2020

 

On September 30, 2020, the Company issued to an unaffiliated party a convertible note at $7,307 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $7,307 was fully amortized during the year ended December 31, 2020.

 

Convertible Note – December 2020

 

On December 31, 2020, the Company issued to an unaffiliated party a convertible note at $6,074 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $6,074 was fully amortized during the year ended December 31, 2020. During the year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price. As of March 31, 2024 and December 31, 2023, the convertible note was $3,574.

 

As of March 31, 2024 and December 31, 2023, the convertible notes payable was $153,482, net of note discount and accrued interest payable was $109,679 and $106,070, respectively.

v3.24.1.u1
EQUITY
3 Months Ended
Mar. 31, 2024
EQUITY  
EQUITY

NOTE 7 - EQUITY

 

Authorized Stock

 

The Company’s authorized common stock consists of 500,000,000 shares with no par value.

 

Common Shares

 

During year ended December 31, 2022, the Company issued 25,000,000 shares of restricted common stock valued at $104,250,000 to the Director of the Company for year 2021 salary.

 

During year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price.

 

As of March 31, 2024 and December 31, 2023, the issued and outstanding shares of common stock was 27,819,385.

v3.24.1.u1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Web Development Cost

In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.

Share-based Expenses

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

For the three months ended March 31, 2024 and 2023, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

 

 

 

March 31,

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible notes payable

 

 

55,326,667

 

 

 

55,327,097

 

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. 

v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of anti-dilutive securities excluded from computation of earnings per share

 

 

March 31,

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible notes payable

 

 

55,326,667

 

 

 

55,327,097

 

v3.24.1.u1
PROMISSORY NOTES (Tables)
3 Months Ended
Mar. 31, 2024
PROMISSORY NOTES  
Schedule of promissory notes

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Promissory  Note - November 2017

 

Due on demand

 

$2,160

 

 

$2,160

 

Promissory  Note - March 2018

 

3/31/2028

 

 

15,296

 

 

 

15,296

 

Promissory  Note - June 2018

 

6/29/2028

 

 

12,249

 

 

 

12,249

 

Promissory  Note - September 2018

 

9/29/2028

 

 

5,408

 

 

 

5,408

 

Promissory  Note - December 2018

 

12/30/2028

 

 

6,137

 

 

 

6,137

 

Promissory  Note - March 2019

 

3/30/2029

 

 

7,150

 

 

 

7,150

 

Promissory  Note - June 2019

 

6/30/2029

 

 

10,105

 

 

 

10,105

 

Promissory  Note - September 2019

 

9/30/2029

 

 

4,081

 

 

 

4,081

 

Promissory  Note - December 2019

 

12/31/2029

 

 

6,900

 

 

 

6,900

 

 

 

 

 

 

69,486

 

 

 

69,486

 

Less current portion of promissory note payable

 

 

 

 

(2,160)

 

 

(2,160)

Long-term promissory notes payable

 

 

 

$67,326

 

 

$67,326

 

v3.24.1.u1
CONVERTIBLE NOTES (Tables)
3 Months Ended
Mar. 31, 2024
CONVERTIBLE NOTES  
Schedule Of Convertible Notes

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Expiry Date

 

2024

 

 

2023

 

Convertible Notes - July 2017

 

6/30/2022

 

$116,000

 

 

$116,000

 

Convertible Notes - January 2020

 

Due on demand

 

 

8,033

 

 

 

8,033

 

Convertible Notes - March 2020

 

Due on demand

 

 

4,768

 

 

 

4,768

 

Convertible Notes - June 2020

 

Due on demand

 

 

13,800

 

 

 

13,800

 

Convertible Notes - September 2020

 

Due on demand

 

 

7,307

 

 

 

7,307

 

Convertible Notes - April 2022

 

Due on demand

 

 

3,574

 

 

 

3,574

 

 

 

 

 

 

153,482

 

 

 

153,482

 

Less current portion of convertible note payable

 

 

 

 

(153,482)

 

 

(153,482)

Long-term convertible notes payable

 

 

 

$-

 

 

$-

 

v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Convertible notes payable 55,326,667 55,327,097
v3.24.1.u1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Due to related party $ 162,595   $ 139,809
Director [Member]      
Related party transaction operating expenses $ 16,450 $ 16,939  
v3.24.1.u1
PROMISSORY NOTES (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Total promissory notes payable $ 69,486 $ 69,486
Less Current Portion Of Promissory Note Payable (2,160) (2,160)
Long-term Promissory Notes Payable 67,326 67,326
November 2017 [Member]    
Total promissory notes payable $ 2,160 2,160
Expiry Date Due on demand  
March 2018 [Member]    
Total promissory notes payable $ 15,296 15,296
Expiry Date Mar. 31, 2028  
June 2018 [Member]    
Total promissory notes payable $ 12,249 12,249
Expiry Date Jun. 29, 2028  
September 2018 [Member]    
Total promissory notes payable $ 5,408 5,408
Expiry Date Sep. 29, 2028  
December 2018 [Member]    
Total promissory notes payable $ 6,137 6,137
Expiry Date Dec. 30, 2028  
March 2019 [Member]    
Total promissory notes payable $ 7,150 7,150
Expiry Date Mar. 30, 2029  
June 2019 [Member]    
Total promissory notes payable $ 10,105 10,105
Expiry Date Jun. 30, 2029  
September 2019 [Member]    
Total promissory notes payable $ 4,081 4,081
Expiry Date Sep. 30, 2029  
December 2019 [Member]    
Total promissory notes payable $ 6,900 $ 6,900
Expiry Date Dec. 31, 2029  
v3.24.1.u1
PROMISSORY NOTES (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
PROMISSORY NOTES    
Accrued interest on promissory notes $ 116,690 $ 11,256
v3.24.1.u1
CONVERTIBLE NOTES (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Total $ 153,482 $ 153,482
Less Current Portion Of Convertible Note Payable (153,482) (153,482)
Long-term Convertible Notes Payable 0 0
January 2020 [Member]    
Convertible Note Payable $ 8,033 8,033
Expiry Date Due on demand  
June 2020 [Member]    
Convertible Note Payable $ 13,800 13,800
Expiry Date Due on demand  
September 2020 [Member]    
Convertible Note Payable $ 7,307 7,307
Expiry Date Due on demand  
April 2022 [Member]    
Convertible Note Payable $ 3,574 3,574
Expiry Date Due on demand  
March 2020 [Member]    
Convertible Note Payable $ 4,768 4,768
Expiry Date Due on demand  
July 2017 [Member]    
Convertible Note Payable $ 116,000 $ 116,000
Expiry Date Jun. 30, 2022  
v3.24.1.u1
CONVERTIBLE NOTES (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Jan. 02, 2018
Mar. 23, 2020
Mar. 31, 2024
Dec. 31, 2022
Dec. 31, 2020
Dec. 31, 2023
Sep. 30, 2022
Jun. 30, 2020
Mar. 31, 2020
Mar. 04, 2020
Jan. 02, 2020
Jul. 01, 2017
Convertible note payable     $ 153,482     $ 153,482            
Convertible note principal amount     2,160     2,160            
Accrued Interest     109,679     106,070            
July 2017 [Member]                        
Convertible note payable                       $ 136,000
Convertible note principal amount                       $ 34,000
Convertible notes bear interest rate                       4.00%
Conversion Price Per Share                       $ 0.005
March 2020 [Member]                        
Convertible note payable                 $ 4,768 $ 17,033    
Convertible note principal amount   $ 9,000                    
Accrued Interest                   $ 21,073    
Conversion Of Convertible Notes Into Common Stock   3,000,000                    
March 2020 [Member] | Unaffiliated Parties [Member]                        
Convertible notes bear interest rate                 30.00%      
Conversion Price Per Share                 $ 0.001      
Amortization of debt discount         $ 4,768              
January 2020 [Member]                        
Convertible Note Payable     8,033     8,033            
January 2020 [Member] | Unaffiliated Parties [Member]                        
Convertible note payable                     $ 17,033  
Convertible notes bear interest rate                     10.00%  
Conversion Price Per Share                     $ 0.003  
Promissory Note                     $ 17,033  
Amortization of debt discount         17,033              
June 2020 [Member]                        
Convertible Note Payable     13,800     13,800            
June 2020 [Member] | Unaffiliated Party [Member]                        
Convertible note payable               $ 13,800        
Convertible notes bear interest rate               30.00%        
Conversion Price Per Share               $ 0.001        
Amortization of debt discount         13,800              
September 30 2020 [Member] | Unaffiliated Party [Member]                        
Convertible note payable             $ 7,307          
Convertible notes bear interest rate             30.00%          
Conversion Price Per Share             $ 0.001          
Amortization of debt discount         $ 7,307              
December 2020 [Member] | Unaffiliated Party [Member]                        
Convertible notes bear interest rate         30.00%              
Convertible Note Payable     $ 6,074   $ 6,074 $ 3,574            
Conversion Price Per Share         $ 0.001              
Amortization of debt discount         $ 6,074              
Stock issued during period for repayment of convertible notes       2,500,000                
Convertible notes partially paid       $ 2,500                
Stock price     $ 2.10                  
January 2, 2018 [Member] | Four Non-affiliated Holders [Member]                        
Conversion Of Convertible Notes Into Common Stock     4,000,000                  
Debt Conversion, Amount     $ 20,000                  
Debt Conversion Description the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares                      
v3.24.1.u1
EQUITY (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2022
Dec. 31, 2023
Common Stock, Shares Authorized 500,000,000   500,000,000
Common Stock Share Outstanding 27,819,385   27,819,385
Common Stock Share Issued 27,819,385   27,819,385
Common stock share issued for partial repayment of the convertible note   2,500,000  
Common stock share issued for partial repayment of the convertible note, value   $ 2,500  
Common stock share issued for partial repayment of the convertible note, per share amount   $ 2.10  
Director [Member]      
Shares of restricted common issued during period, shares 25,000,000    
Shares of restricted common issued during period, value $ 104,250,000    
Common Stock [Member]      
Common Stock, Shares Authorized 500,000,000   500,000,000
Common Stock Share Outstanding 27,819,385   27,819,385
Common Stock Share Issued 27,819,385   27,819,385

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