OneMeta AI (ONEI) 10-Q9 Nov 232023 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover	9 Months Ended
Cover	Sep. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56565
Entity Registrant Name	ONEMETA INC.
Entity Central Index Key	0001388295
Entity Tax Identification Number	20-5150818
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	450 South 400 Esat
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bountiful
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84010
City Area Code	(775)
Local Phone Number	464-1980
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	24,983,593

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 213,245	$ 400,703
Accounts receivable	12,135
Total current assets	225,380	400,703
Noncurrent assets:
Software, net	783,618	1,077,475
Total noncurrent assets	783,618	1,077,475
Total assets	1,008,998	1,478,178
Current liabilities:
Accounts payable	472,624	377,883
Total current liabilities	1,364,118	1,042,308
Total liabilities	1,364,118	1,042,308
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 500,000,000 shares authorized, 30,648,060 and 24,983,593 shares issued and outstanding, respectively	30,648	24,984
Additional paid in capital	32,469,830	24,156,001
Accumulated deficit	(32,856,462)	(27,761,733)
Total stockholders’ deficit	(355,120)	(3,580,746)
Total liabilities, mezzanine equity and stockholders’ deficit	1,008,998	1,478,178
Series B-1 Convertible Preferred Stock [Member]
Mezzanine equity:
Series B-1 convertible preferred stock, $0.70798 redemption value, 8,855,511 shares authorized, 0 and 5,673,346 shares issued and outstanding, respectively		4,016,616
STOCKHOLDERS’ DEFICIT
Preferred stock	862
Series A Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock	2	2
Related Party [Member]
Current liabilities:
Accrued expenses, related party	669,504	442,435
Convertible notes payable, related party	$ 221,990	$ 221,990

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	30,648,060	24,983,593
Common stock, shares outstanding	30,648,060	24,983,593
Series B-1 Convertible Preferred Stock [Member]
Temporary equity, redemption value	$ 0.70798	$ 0.70798
Temporary equity, shares authorized	8,855,511	8,855,511
Temporary stock, shares issued	0	5,673,346
Temporary stock, shares outstanding	0	5,673,346
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,855,511	8,855,511
Preferred stock, shares issued	8,619,420	0
Preferred stock, shares outstanding	8,619,420	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,068	2,068
Preferred stock, shares outstanding	2,068	2,068

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 9,162	$ 58	$ 57,124	$ 1,159
Total revenue	9,162	58	57,124	1,159
Operating expenses:
Research and development	203,588		540,092	45,000
General and administrative	515,146	202,329	4,031,452	448,191
Advertising and marketing	71,253	2,400	161,038	2,400
Legal and professional	265,893		387,809	225,503
Total operating expenses	1,055,880	204,729	5,120,391	721,094
Loss from operations	(1,046,718)	(204,671)	(5,063,267)	(719,935)
Other expense:
Interest expense	(10,990)	(8,722)	(31,462)	(23,958)
Total other expense	(10,990)	(8,722)	(31,462)	(23,958)
Net loss	$ (1,057,708)	$ (213,393)	$ (5,094,729)	$ (743,893)
Net loss per common share:
Basic	$ (0.03)	$ (0.01)	$ (0.18)	$ (0.03)
Diluted	$ (0.03)	$ (0.01)	$ (0.18)	$ (0.03)
Weighted average common shares outstanding:
Basic	30,224,461	22,460,124	27,820,812	21,505,206
Diluted	30,224,461	22,460,124	27,820,812	21,505,206

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B-1 Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Series B-1 Convertible Preferred Stock [Member]	Total
Balance at Dec. 31, 2021	$ 2		$ 20,073	$ 22,614,628	$ (26,418,161)		$ (3,783,458)
Temporary equity balance, shares at Dec. 31, 2021		4,309,710
Temporary equity balance, value at Dec. 31, 2021		$ 3,051,189
Balance, shares at Dec. 31, 2021	2,068		20,072,409
Common shares issued for cash			$ 250	99,750			100,000
Common shares issued for cash, shares			250,000
Stock based compensation			$ 1,347	212,776			214,123
Stock based compensation, shares			1,347,431
Net loss					(395,801)		(395,801)
Imputed interest				1,665			1,665
Balance, at Mar. 31, 2022	$ 2		$ 21,670	22,928,819	(26,813,962)		(3,863,471)
Temporary equity balance, shares at Mar. 31, 2022		4,309,710
Temporary equity balance, value at Mar. 31, 2022		$ 3,051,189
Balance, shares at Mar. 31, 2022	2,068		21,669,840
Balance at Dec. 31, 2021	$ 2		$ 20,073	22,614,628	(26,418,161)		(3,783,458)
Temporary equity balance, shares at Dec. 31, 2021		4,309,710
Temporary equity balance, value at Dec. 31, 2021		$ 3,051,189
Balance, shares at Dec. 31, 2021	2,068		20,072,409
Net loss							(743,893)
Balance, at Sep. 30, 2022	$ 2		$ 23,296	23,547,525	(27,162,054)		(3,591,231)
Temporary equity balance, shares at Sep. 30, 2022		5,673,346
Temporary equity balance, value at Sep. 30, 2022		$ 4,016,616
Balance, shares at Sep. 30, 2022	2,068		23,295,677
Balance at Mar. 31, 2022	$ 2		$ 21,670	22,928,819	(26,813,962)		(3,863,471)
Temporary equity balance, shares at Mar. 31, 2022		4,309,710
Temporary equity balance, value at Mar. 31, 2022		$ 3,051,189
Balance, shares at Mar. 31, 2022	2,068		21,669,840
Common shares issued for cash			$ 213	84,788			85,001
Common shares issued for cash, shares			212,500
Net loss					(134,699)		(134,699)
Imputed interest				1,665			1,665
Balance, at Jun. 30, 2022	$ 2		$ 21,883	23,015,272	(26,948,661)		(3,911,504)
Temporary equity balance, shares at Jun. 30, 2022		4,309,710
Temporary equity balance, value at Jun. 30, 2022		$ 3,051,189
Balance, shares at Jun. 30, 2022	2,068		21,882,340
Common shares issued for cash			$ 1,413	530,588			532,001
Common shares issued for cash, shares			1,413,337
Net loss					(213,393)		(213,393)
Imputed interest				1,665			1,665
Preferred B-1 shares issued for acquisition of asset
Temporary equity preferred B-1 shares issued for acquisition of asset, shares		1,363,636
Temporary equity preferred B-1 shares issued for acquisition of asset		$ 965,427
Balance, at Sep. 30, 2022	$ 2		$ 23,296	23,547,525	(27,162,054)		(3,591,231)
Temporary equity balance, shares at Sep. 30, 2022		5,673,346
Temporary equity balance, value at Sep. 30, 2022		$ 4,016,616
Balance, shares at Sep. 30, 2022	2,068		23,295,677
Balance at Dec. 31, 2022	$ 2		$ 24,984	24,156,001	(27,761,733)		(3,580,746)
Temporary equity balance, shares at Dec. 31, 2022		5,673,346				5,673,346
Temporary equity balance, value at Dec. 31, 2022		$ 4,016,616
Balance, shares at Dec. 31, 2022	2,068		24,983,593
Common shares issued for cash			$ 437	174,563			175,000
Common shares issued for cash, shares			437,500
Stock based compensation			$ 30	11,970			12,000
Stock based compensation, shares			30,000
Imputed interest				1,665			1,665
Net loss					(542,413)		(542,413)
Balance, at Mar. 31, 2023	$ 2		$ 25,451	24,344,199	(28,304,146)		(3,934,494)
Temporary equity balance, shares at Mar. 31, 2023		5,673,346
Temporary equity balance, value at Mar. 31, 2023		$ 4,016,616
Balance, shares at Mar. 31, 2023	2,068		25,451,093
Balance at Dec. 31, 2022	$ 2		$ 24,984	24,156,001	(27,761,733)		$ (3,580,746)
Temporary equity balance, shares at Dec. 31, 2022		5,673,346				5,673,346
Temporary equity balance, value at Dec. 31, 2022		$ 4,016,616
Balance, shares at Dec. 31, 2022	2,068		24,983,593
Common shares issued for cash, shares							3,811,667
Net loss							$ (5,094,729)
Balance, at Sep. 30, 2023	$ 2	$ 862	$ 30,648	32,469,830	(32,856,462)		(355,120)
Temporary equity balance, shares at Sep. 30, 2023						0
Temporary equity balance, value at Sep. 30, 2023
Balance, shares at Sep. 30, 2023	2,068	8,619,420	30,648,060
Balance at Mar. 31, 2023	$ 2		$ 25,451	24,344,199	(28,304,146)		(3,934,494)
Temporary equity balance, shares at Mar. 31, 2023		5,673,346
Temporary equity balance, value at Mar. 31, 2023		$ 4,016,616
Balance, shares at Mar. 31, 2023	2,068		25,451,093
Common shares issued for cash			$ 2,937	1,005,063			1,008,000
Common shares issued for cash, shares			2,936,667
Stock based compensation				79,666			79,666
Net loss					(3,494,608)		(3,494,608)
Additional shares issued for prior year software acquisition			$ 1,773	707,347			709,120
Temporary equity additional shares issued for prior year software acquistion, shares		2,946,074
Temporary equity additional shares issued for prior year software acquistion		$ 2,085,762
Additional shares issued for prior year software acquisition, shares			1,772,800
Imputed interest				1,665			1,665
Temporary equity reclassification of mezzanine equity		(6,102,378)
Balance, at Jun. 30, 2023	$ 2		$ 30,161	26,137,940	(31,798,754)		(5,630,651)
Temporary equity balance, shares at Jun. 30, 2023		8,619,420
Temporary equity balance, value at Jun. 30, 2023		$ 6,102,378
Balance, shares at Jun. 30, 2023	2,068		30,160,560
Common shares issued for cash			$ 437	174,563			175,000
Common shares issued for cash, shares			437,500
Stock based compensation			$ 50	54,146			54,196
Stock based compensation, shares			50,000
Net loss					(1,057,708)		(1,057,708)
Imputed interest				1,665			1,665
Reclassification of mezzanine equity		$ 862		6,101,516			6,102,378
Temporary equity reclassification of mezzanine equity, shares		(8,619,420)
Reclassification of mezzanine equity, shares		8,619,420
Balance, at Sep. 30, 2023	$ 2	$ 862	$ 30,648	$ 32,469,830	$ (32,856,462)		$ (355,120)
Temporary equity balance, shares at Sep. 30, 2023						0
Temporary equity balance, value at Sep. 30, 2023
Balance, shares at Sep. 30, 2023	2,068	8,619,420	30,648,060

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,094,729)	$ (743,893)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest	4,995	4,995
Additional shares issued for prior year software acquisition	2,794,882
Stock based compensation	145,862	214,123
Amortization	293,857
Net change in:
Accounts receivable	(12,135)
Accounts payable	447,693	(66,581)
Accrued expenses, related party	(125,883)	259,408
CASH FLOWS USED IN OPERATING ACTIVITIES	(1,545,458)	(331,948)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of software		(210,000)
CASH FLOWS USED IN INVESTING ACTIVITIES		(210,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares	1,358,000	717,002
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	1,358,000	717,002
NET CHANGE IN CASH	(187,458)	175,054
Cash, beginning of period	400,703	7,347
Cash, end of period	213,245	182,401
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense
Cash paid for income taxes
NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	352,952	65,037
Reclassification of mezzanine equity	6,102,378
Series B-1 convertible preferred shares issued for software		$ 965,427

Basis of Presentation

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Note 1. Basis of Presentation The accompanying unaudited interim financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the financial statements and notes thereto contained in the Company’s fiscal 2022 financial statements. 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 periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the financial statements for fiscal 2022, have been omitted. OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of common stock and stock based compensation. Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates. Mezzanine equity Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: ● Identification of the contract with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software. We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service. Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient. Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed. Disaggregation of revenues The Company disaggregates revenue between subscription and license revenue and training and education revenue. Schedule of Disaggregation of Revenue Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Subscription and license revenue $ 3,387 $ 58 $ 44,674 $ 1,159 Training and education 5,775 - 12,450 - Total revenue $ 9,162 $ 58 $ 57,124 $ 1,159 Deferred Revenue Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. As of September 30, 2023 and 2022, deferred revenue was $ 0 Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the nine months ended September 30, 2023 and 2022, reflected in the accompanying statement of operations. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company’s financial statements.

Going Concern

Going Concern	9 Months Ended
Going Concern	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of September 30, 2023, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available.

Software

Software	9 Months Ended
Software	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Software	Note 4. Software On June 30, 2022, the Company entered into an acquisition agreement with Metalanguage Corp. Per the acquisition agreement, the Company acquired all the shares of Metalanguage Corp. Per the acquisition agreement, the purchase price is comprised of $ 210,000 1,363,636 The contingent consideration for the acquisition is comprised of 1,363,637 0 The total purchase price for the acquisition was determined to be $ 1,175,427 210,000 1,363,636 0.70798 965,427 293,857 783,618 1,077,475

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5. Related Party Transactions Expense paid on the Company’s behalf During the nine months ended September 30, 2023 and 2022, Mr. Day paid $ 352,952 65,037 262,850 54,629 103,912 Convertible note – Founder note Rowland Day, the Company’s prior CEO agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5 0.10 4,995 221,990 30,524 22,198

Equity

Equity	9 Months Ended
Equity	Sep. 30, 2023
Equity [Abstract]
Equity	Note 6. Equity The Company is currently authorized to issue up to 500,000,000 0.001 50,000,000 0.001 On May 1, 2023, the Company amended their articles of incorporation to increase the authorized B-1 preferred shares to 8,619,420 Common Stock During the nine months ended September 30, 2023, the Company issued 3,811,667 1,358,000 During the nine months ended September 30, 2023, the Company issuance of 80,000 32,000 On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800 Preferred Stock Series A Convertible Preferred Stock In April 2008, our board of directors designated 5,000,000 0.001 1 to 1.25 2,068 Series B-1 Convertible Preferred Stock In October 2015, our board of directors designated 3,107,438 0.70798 1 to 11 51 2,946,074 8,619,420 5,673,346 Series B-2 Convertible Preferred Stock In October 2015, our board of directors designated 3,107,438 0.001 no 1 to 1 no Stock Warrants During the nine months ended September 30, 2023, the Company issued 350,000 5 1.00 2.00 106,130 0.40 1.00 2.00 5 151.62 169.90 3.91 4.27 0 The following table summarizes the stock warrant activity for the nine months ended September 30, 2023: SCHEDULE OF WARRANT OUTSTANDING Weighted Average Exercise Price Warrants Per Share Outstanding, December 31, 2022 78,750 $ 0.50 Granted 350,000 1.29 Exercised – – Forfeited (78,750 ) 0.50 Outstanding, September 30, 2023 350,000 $ 1.29 Exercisable, September 30, 2023 350,000 $ 1.29 As of September 30, 2023 the outstanding and exercisable warrants have a weighted average remaining term of 4.56 no Stock Options During the nine months ended September 30, 2023, the Company issued 225,000 34,196 0.40 0.40 0.75 0.25 3 76.64 128.03 2.01 4.56 During the nine months ended September 30, 2023, the Company recognized $ 34,196 The following table summarizes the stock option activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTIONS Weighted Average Exercise Price Options Per Share Outstanding, December 31, 2022 – $ – Granted 225,000 0.56 Exercised – – Forfeited – – Outstanding, September 30, 2023 225,000 $ 0.56 Exercisable, September 30, 2023 225,000 $ 0.56 As of September 30, 2023 the outstanding and exercisable options have a weighted average remaining term of 1.31

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 7. Subsequent Events Subsequent to September 30, 2023, the Company issued 100,000 1.00 100,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of common stock and stock based compensation.
Related Parties	Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.
Mezzanine equity	Mezzanine equity Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: ● Identification of the contract with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software. We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service. Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient. Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed. Disaggregation of revenues The Company disaggregates revenue between subscription and license revenue and training and education revenue. Schedule of Disaggregation of Revenue Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Subscription and license revenue $ 3,387 $ 58 $ 44,674 $ 1,159 Training and education 5,775 - 12,450 - Total revenue $ 9,162 $ 58 $ 57,124 $ 1,159 Deferred Revenue Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. As of September 30, 2023 and 2022, deferred revenue was $ 0
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the nine months ended September 30, 2023 and 2022, reflected in the accompanying statement of operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Disaggregation of Revenue	The Company disaggregates revenue between subscription and license revenue and training and education revenue. Schedule of Disaggregation of Revenue Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Subscription and license revenue $ 3,387 $ 58 $ 44,674 $ 1,159 Training and education 5,775 - 12,450 - Total revenue $ 9,162 $ 58 $ 57,124 $ 1,159

Equity (Tables)

Equity (Tables)	9 Months Ended
Equity (Tables)	Sep. 30, 2023
Equity [Abstract]
SCHEDULE OF WARRANT OUTSTANDING	The following table summarizes the stock warrant activity for the nine months ended September 30, 2023: SCHEDULE OF WARRANT OUTSTANDING Weighted Average Exercise Price Warrants Per Share Outstanding, December 31, 2022 78,750 $ 0.50 Granted 350,000 1.29 Exercised – – Forfeited (78,750 ) 0.50 Outstanding, September 30, 2023 350,000 $ 1.29 Exercisable, September 30, 2023 350,000 $ 1.29
SCHEDULE OF STOCK OPTIONS	The following table summarizes the stock option activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTIONS Weighted Average Exercise Price Options Per Share Outstanding, December 31, 2022 – $ – Granted 225,000 0.56 Exercised – – Forfeited – – Outstanding, September 30, 2023 225,000 $ 0.56 Exercisable, September 30, 2023 225,000 $ 0.56

Schedule of Disaggregation of R

Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
Schedule of Disaggregation of Revenue (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Product Information [Line Items]
Total revenue	$ 9,162	$ 58	$ 57,124	$ 1,159
Subscription And License [Member]
Product Information [Line Items]
Total revenue	3,387	58	44,674	1,159
Training And Education [Member]
Product Information [Line Items]
Total revenue	$ 5,775		$ 12,450

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Deferred revenue	$ 0	$ 0

Software (Details Narrative)

Software (Details Narrative) - USD ($)		9 Months Ended
Software (Details Narrative) - USD ($)	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Purchase of software			$ 210,000
Amortization expense		293,857
Software balance, net		$ 783,618		$ 1,077,475
Acquisition Agreement [Member]
Business Acquisition [Line Items]
Purchase of software	$ 210,000
Asset acquisition description	The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 convertible preferred stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods.
Contingent consideration, liability	$ 0
Total purchase price	$ 1,175,427
Acquisition Agreement [Member] \| Series B One Covertible Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred B-1 shares issued for acquisition of asset, shares	1,363,636
Number of shares held in escrow	1,363,637
Temporary equity redemption price per share	$ 0.70798
Metalanguage Corp [Member] \| Series B One Covertible Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred B-1 shares issued for acquisition of asset	$ 965,427

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Imputed interest	$ 4,995	$ 4,995
Accrued interest	30,524		$ 22,198
Rowland Day [Member]
Related Party Transaction [Line Items]
Expenses paid on the company's behalf	352,952	65,037
Repayments of expenses to related party	262,850	$ 54,629
Balance owed	$ 103,912
Rowland Day [Member] \| Convertible Debt [Member]
Related Party Transaction [Line Items]
Related party transaction rate	500%
Conversion price	$ 0.10
Related Party [Member]
Related Party Transaction [Line Items]
Convertible notes payable, related party	$ 221,990		$ 221,990

SCHEDULE OF WARRANT OUTSTANDING

SCHEDULE OF WARRANT OUTSTANDING (Details)	9 Months Ended
SCHEDULE OF WARRANT OUTSTANDING (Details)	Sep. 30, 2023 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Granted \| shares	350,000
Consultants For Services [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Exercised \| shares
Warrants outstanding, Forfeited \| shares	(78,750)
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, beginning balance \| shares	78,750
Weighted average exercise price per share, beginning balance \| $ / shares	$ 0.50
Weighted average exercise price per share, Granted \| $ / shares	1.29
Weighted average exercise price per share, Exercised \| $ / shares
Weighted average exercise price per share, Forfeited \| $ / shares	$ 0.50
Warrants outstanding, ending balance \| shares	350,000
Weighted average exercise price per share, ending balance \| $ / shares	$ 1.29
Warrants outstanding, exercisable ending balance \| shares	350,000
Weighted average exercise price per share, exercisable ending balance \| $ / shares	$ 1.29

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, Balance \| shares
Weighted average exercise price per share, beginning balance \| $ / shares
Options outstanding, Granted \| shares	225,000
Weighted average exercise price, Granted \| $ / shares	$ 0.56
Options outstanding, Exercised \| shares
Weighted average exercise price, Exercised \| $ / shares
Options outstanding, Forfeited \| shares
Weighted average exercise price, Forfeited \| $ / shares
Options outstanding, Balance \| shares	225,000
Weighted average exercise price per share, ending balance \| $ / shares	$ 0.56
Warrants outstanding, exercisable ending balance \| shares	225,000
Weighted average exercisable, Balance \| $ / shares	$ 0.56

Equity (Details Narrative)

Equity (Details Narrative)			1 Months Ended			3 Months Ended						9 Months Ended
Equity (Details Narrative)	May 02, 2023 shares	Oct. 01, 2022 shares	Oct. 31, 2015 USD ($) $ / shares shares	Oct. 30, 2015	Apr. 30, 2008	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Mar. 31, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	May 01, 2023 shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares	Apr. 28, 2008 shares
Class of Stock [Line Items]
Common stock, shares authorized						500,000,000						500,000,000			500,000,000
Common stock, par value \| $ / shares						$ 0.001						$ 0.001			$ 0.001
Preferred stock, shares authorized						50,000,000						50,000,000			50,000,000
Preferred stock, par value \| $ / shares						$ 0.001						$ 0.001			$ 0.001
Stock issued, shares												3,811,667
Collected amount \| $												$ 1,358,000	$ 717,002
Common shares issued for services, shares												80,000
Common shares issued for services, value \| $												$ 32,000
Additional shares issued	1,772,800
Preferred stock, convertible, terms			1 to 11		1 to 1.25
Outstanding votes percent				51%
Warrant issued												350,000
Warrants term						5 years						5 years
Fair value of warrants \| $												$ 106,130
Stock issued, value \| $						$ 175,000	$ 1,008,000	$ 175,000	$ 532,001	$ 85,001	$ 100,000
Stock price \| $ / shares						$ 0.40						$ 0.40
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Stock issued, shares												225,000
Weighted average remaining term												1 year 3 months 21 days
Weighted average remaining term												1 year 3 months 21 days
Stock issued, value \| $												$ 34,196
Stock issued, value \| $												$ 34,196
Measurement Input, Share Price [Member]
Class of Stock [Line Items]
Warrant measurement input						0.40						0.40
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Warrant measurement input						0						0
Minimum [Member]
Class of Stock [Line Items]
Exercise price \| $ / shares						$ 1						$ 1
Minimum [Member] \| Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Warrants term						3 months						3 months
Exercise price \| $ / shares						$ 0.40						$ 0.40
Volatility												7,664%
Discount rate												201%
Minimum [Member] \| Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input						151.62						151.62
Minimum [Member] \| Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Warrant measurement input						3.91						3.91
Maximum [Member]
Class of Stock [Line Items]
Exercise price \| $ / shares						$ 2						$ 2
Maximum [Member] \| Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Warrants term						3 years						3 years
Exercise price \| $ / shares						$ 0.75						$ 0.75
Volatility												12,803%
Discount rate												456%
Maximum [Member] \| Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input						169.90						169.90
Maximum [Member] \| Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Warrant measurement input						4.27						4.27
Warrant [Member]
Class of Stock [Line Items]
Weighted average remaining term												4 years 6 months 21 days
Weighted average remaining term												4 years 6 months 21 days
Intrinsic Value \| $						$ 0						$ 0
Intrinsic Value \| $						$ 0						$ 0
Series B One Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized														8,619,420
Preferred stock, par value \| $ / shares															$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000,000						5,000,000			5,000,000		5,000,000
Preferred stock, par value \| $ / shares						$ 0.001						$ 0.001			$ 0.001
Preferred stock, convertible, terms			1 to 1
Preferred stock, shares issued						2,068						2,068			2,068
Preferred stock, shares Outstanding						2,068						2,068			2,068
Series A Preferred Stock [Member] \| Preferred Stock [Member]
Class of Stock [Line Items]
Stock issued, value \| $
Series A One Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued						2,068						2,068			2,068
Preferred stock, shares Outstanding						2,068						2,068			2,068
Series B One Covertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock			3,107,438
Preferred stock, redemption price per share \| $ / shares			$ 0.70798
Series B-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						8,855,511						8,855,511			8,855,511
Preferred stock, par value \| $ / shares						$ 0.001						$ 0.001			$ 0.001
Preferred stock, shares issued						8,619,420						8,619,420			0
Preferred stock, shares Outstanding						8,619,420						8,619,420			0
Temporary equity issued shares						0						0			5,673,346
Temporary equity outstanding shares						0						0			5,673,346
Series B-1 Convertible Preferred Stock [Member] \| Preferred Stock [Member]
Class of Stock [Line Items]
Additional shares issued		2,946,074
Temporary equity issued shares															5,673,346
Temporary equity outstanding shares							8,619,420	5,673,346	5,673,346	4,309,710	4,309,710		5,673,346		5,673,346	4,309,710
Stock issued, value \| $
Series B Two Covertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock			3,107,438
Series B Two Preferred Stock [Member]
Class of Stock [Line Items]
Liquidation Preference, Value \| $			$ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended						9 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Nov. 13, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023
Subsequent Event [Line Items]
Stock issued, shares								3,811,667
Stock issued, value		$ 175,000	$ 1,008,000	$ 175,000	$ 532,001	$ 85,001	$ 100,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued, shares	100,000
Shares issued price per share	$ 1
Stock issued, value	$ 100,000

SCHEDULE OF STOCK OPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, Balance \| shares
Weighted average exercise price per share, beginning balance \| $ / shares
Options outstanding, Granted \| shares	225,000
Weighted average exercise price, Granted \| $ / shares	$ 0.56
Options outstanding, Exercised \| shares
Weighted average exercise price, Exercised \| $ / shares
Options outstanding, Forfeited \| shares
Weighted average exercise price, Forfeited \| $ / shares
Options outstanding, Balance \| shares	225,000
Weighted average exercise price per share, ending balance \| $ / shares	$ 0.56
Warrants outstanding, exercisable ending balance \| shares	225,000
Weighted average exercisable, Balance \| $ / shares	$ 0.56