SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 - SUBSEQUENT EVENTS *Unsecured Promissory Note* On October 31, 2024, the Company signed an Unsecured Promissory Note (“Note”) evidencing a loan from Coppermine Ventures, LLC, a private Maryland limited liability company based in Baltimore County, Maryland, (“Coppermine”) of $125,914 (“Principal”) to the Company. The Principal is to be used to pay the working capital debts of the Company listed in Exhibit Two to the Note. The Principal accrues interest at a simple annual rate of 7%. Principal and accrued interest thereon is due and payable in a single lump sum due on July 31, 2025, unless occurrence of certain events causes all sums to become due prior to July 31, 2025, including certain events of default. The Note is not secured by collateral or any other secured interest and does not provide for any conversion of debt-to-equity securities or issuance of any securities. *Management Transition Agreement* As an inducement to make the loan evidenced by the Note and to make a financial commitment to fund the essential working capital needs of the Company through March 31, 2025, Company and Coppermine signed the MTA on October 31, 2024. MTA provides, in part, that Coppermine will: (1) designate two (2) persons for appointment to the Company’s Board of Directors to fill vacancies on the Company’s Board of Directors; (2) designate a person to act as Chief Executive Officer and President of the Company upon the resignation of the incumbent Chief Executive Officer of the Company; and (3) fund certain essential and projected working capital needs of the Company, as set forth in Attachment Two to the MTA, through March 31, 2025. The “essential working capital needs” are those Company expenses that are necessary to pay to maintain the Company as a reporting company under the 1934 Act, cover the annual fee for the quotation of the Company’s Common Stock on The OTC Markets Group (“OTC”) QB Venture Market and OTC Blue Sky monitoring service through August 2025, retain the acting Chief Financial Officer of the Company, retain outside legal counsel to the Company and maintain Directors’ and Officers’ liability insurance coverage. Under the MTA, the Company agreed to accept the resignation of two (2) incumbent directors and the incumbent Chief Executive Officer upon receipt of designation of Coppermine’s two (2) candidates for appointment to the Company’s Board of Directors and designation of Coppermine’s candidate for appointment as Chief Executive Officer and President of the Company, which Coppermine candidates would be appointed to their respective positions upon resignation of the two incumbent directors and Chief Executive Officer of the Company, and which appointments would be subject to the Company’s Board of Directors verification that the Coppermine candidates are qualified and eligible to serve in their respective positions with the Company. Coppermine has not designated its candidates as of the date of the filing of this Form 10-Q. Under the MTA, Coppermine has until November 30, 2024, or December 31, 2024 if extended by written notice, to designate its candidates for appointment to the Company’s Board of Directors and appointment as Chief Executive Officer and President of the Company. As of the date of the filing of this Form 10-Q, no new management members have been appointed by the Company. *Conversion of Deferred Wages and Consulting Fees to Notes Payable* On November 11, 2024, CEO Stewart Wallach executed a promissory note with the Company to evidence money owed to Stewart Wallach for services rendered as Company’s Chief Executive Officer from September 2020 to June 2024 amounting to $608,840. The principal balance of this Note shall be payable by the Company on the earlier to occur of: (a) November 30, 2024; (b) the date on which the Company consummates a merger or other business combination in which the Company is not the surviving corporation; or (c) the date the Board of Directors of the Company approve a plan of complete liquidation. The date on which any of the foregoing events occur shall be referred to as the “Maturity Date”. The principal balance may be prepaid at any time, at the election of the Company, without penalty or charge. The principal is in the amount of deferred salary owed to the Payee as of the dates stated above for services rendered to the Company as a senior officer. On November 11, 2024, consultant George Wolf executed a promissory note with the Company to evidence money owed to George Wolf for services rendered as Company’s sales and business development consultant from September 2020 to June 2024 amounting to $366,875 . The principal balance of this Note shall be payable by the Company on the earlier to occur of: (a) November 30, 2024; (b) the date on which the Company consummates a merger or other business combination in which the Company is not the surviving corporation; or (c) the date the Board of Directors of the Company approve a plan of complete liquidation. The date on which any of the foregoing events occur shall be referred to as the “Maturity Date”. The principal balance may be prepaid at any time, at the election of the Company, without penalty or charge. The principal is in the amount of deferred salary owed to the Payee as of the dates stated above for services rendered to the Company as a consultant. The Company does not believe any gain or loss will be recorded due to the conversion of deferred wages to notes payable.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

NOTE 6 - SUBSEQUENT EVENTS

Unsecured Promissory Note

On October 31, 2024, the Company signed an Unsecured Promissory Note (“Note”) evidencing a loan from Coppermine Ventures, LLC, a private Maryland limited liability company based in Baltimore County, Maryland, (“Coppermine”) of $125,914 (“Principal”) to the Company. The Principal is to be used to pay the working capital debts of the Company listed in Exhibit Two to the Note. The Principal accrues interest at a simple annual rate of 7%. Principal and accrued interest thereon is due and payable in a single lump sum due on July 31, 2025, unless occurrence of certain events causes all sums to become due prior to July 31, 2025, including certain events of default. The Note is not secured by collateral or any other secured interest and does not provide for any conversion of debt-to-equity securities or issuance of any securities.

Management Transition Agreement

As an inducement to make the loan evidenced by the Note and to make a financial commitment to fund the essential working capital needs of the Company through March 31, 2025, Company and Coppermine signed the MTA on October 31, 2024. MTA provides, in part, that Coppermine will: (1) designate two (2) persons for appointment to the Company’s Board of Directors to fill vacancies on the Company’s Board of Directors; (2) designate a person to act as Chief Executive Officer and President of the Company upon the resignation of the incumbent Chief Executive Officer of the Company; and (3) fund certain essential and projected working capital needs of the Company, as set forth in Attachment Two to the MTA, through March 31, 2025. The “essential working capital needs” are those Company expenses that are necessary to pay to maintain the Company as a reporting company under the 1934 Act, cover the annual fee for the quotation of the Company’s Common Stock on The OTC Markets Group (“OTC”) QB Venture Market and OTC Blue Sky monitoring service through August 2025, retain the acting Chief Financial Officer of the Company, retain outside legal counsel to the Company and maintain Directors’ and Officers’ liability insurance coverage.

Under the MTA, the Company agreed to accept the resignation of two (2) incumbent directors and the incumbent Chief Executive Officer upon receipt of designation of Coppermine’s two (2) candidates for appointment to the Company’s Board of Directors and designation of Coppermine’s candidate for appointment as Chief Executive Officer and President of the Company, which Coppermine candidates would be appointed to their respective positions upon resignation of the two incumbent directors and Chief Executive Officer of the Company, and which appointments would be subject to the Company’s Board of Directors verification that the Coppermine candidates are qualified and eligible to serve in their respective positions with the Company. Coppermine has not designated its candidates as of the date of the filing of this Form 10-Q. Under the MTA, Coppermine has until November 30, 2024, or December 31, 2024 if extended by written notice, to designate its candidates for appointment to the Company’s Board of Directors and appointment as Chief Executive Officer and President of the Company.

As of the date of the filing of this Form 10-Q, no new management members have been appointed by the Company.

Conversion of Deferred Wages and Consulting Fees to Notes Payable

On November 11, 2024, CEO Stewart Wallach executed a promissory note with the Company to evidence money owed to Stewart Wallach for services rendered as Company’s Chief Executive Officer from September 2020 to June 2024 amounting to $608,840. The principal balance of this Note shall be payable by the Company on the earlier to occur of: (a) November 30, 2024; (b) the date on which the Company consummates a merger or other business combination in which the Company is not the surviving corporation; or (c) the date the Board of Directors of the Company approve a plan of complete liquidation. The date on which any of the foregoing events occur shall be referred to as the “Maturity Date”. The principal balance may be prepaid at any time, at the election of the Company, without penalty or charge. The principal is in the amount of deferred salary owed to the Payee as of the dates stated above for services rendered to the Company as a senior officer.

On November 11, 2024, consultant George Wolf executed a promissory note with the Company to evidence money owed to George Wolf for services rendered as Company’s sales and business development consultant from September 2020 to June 2024 amounting to $366,875 . The principal balance of this Note shall be payable by the Company on the earlier to occur of: (a) November 30, 2024; (b) the date on which the Company consummates a merger or other business combination in which the Company is not the surviving corporation; or (c) the date the Board of Directors of the Company approve a plan of complete liquidation. The date on which any of the foregoing events occur shall be referred to as the “Maturity Date”. The principal balance may be prepaid at any time, at the election of the Company, without penalty or charge. The principal is in the amount of deferred salary owed to the Payee as of the dates stated above for services rendered to the Company as a consultant.

The Company does not believe any gain or loss will be recorded due to the conversion of deferred wages to notes payable.