0001213900-23-025411 | 10-K | XBRL Viewer

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Note 3. Stockholders’ Equity

Authorized Capital Stock

On March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”).

On March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B Common Stock.

Preferred Stock

The Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company.

Class A Common Stock

Each share of Class A Common Stock entitles the holder to ten (10) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible by the holder into one (1) share of Class B Common Stock.

As part of a share conversion in March 2022, the Company converted the 97.56% membership interest to 9,756,000 shares of Class A Common Stock of the Company. The Company has reflected this conversion for all periods presented.

As of December 31, 2021, the Company recorded a subscription receivable of $976. During the nine months ended September 30, 2022, the Company received $976 for subscription receivable.

On April 21, 2022, 770,724 shares of Class A Common Stock were converted into Class B Common Stock.

On October 6, 2022, officers of the Company agreed to transfer 600,000 shares of Class A Common Stock for 600,000 shares of Class B Common Stock.

The Company had 8,385,276 and 9,756,000 shares of Class A Common Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

Class B Common Stock

Each share of Class B Common Stock entitles the holder to one (1) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

As part of the share conversion in March 2022, the Company converted the 2.44% membership interest to 244,000 shares of Class B Common Stock of the Company. The Company has reflected this conversion for all periods presented.

On December 15, 2021, the Company issued 244,000 shares of Class B Common stock for $250,000. During the year ended December 31, 2022, the Company received $225,000. As of December 31, 2022 and 2021, the Company recorded a subscription receivable of $0 and $225,000, respectively.

On June 9, 2022, the Company issued 250,000 shares of Class B Common stock for $250,000 less issuance cost of $75,075.

During October 2022, the Company issued 500,000 shares of Class B Common Stock to unaffiliated investors for $500,000, less issuance cost of $145,000.

The Company had 2,364,724 and 244,000 shares of Class B Common Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

Warrant

In June and October 2022, the Company issued a total of 52,500 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock. The exercise price of warrants is $6.25 and expiration date is the date that is five years from the issuance date of each warrant. The Company accounted for these warrants as equity-classified instruments.

A summary of activity during the year ended December 31, 2022, follows:

	Number of		Weighted Average Exercise		Weighted Average
	shares		Price		Life (years)
Outstanding, December 31, 2021		-	$	-		-
Granted		52,500		6.25		5.00
Expired		-		-		-
Exercised		-		-		-
Outstanding, December 31, 2022		52,500	$	6.25		4.68

All of the outstanding warrants are exercisable as of December 31, 2022. The intrinsic value of the warrants as of December 31, 2022, is $0.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	ASSET ENTITIES INC.
Trading Symbol	ASST
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001920406
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41612
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	88-1293236
Entity Address, Address Line One	100 Crescent Ct
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	459-3117
Title of 12(b) Security	Class B Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WWC, P.C.
Auditor Firm ID	1171
Auditor Location	San Mateo, CA
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,385,276
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,275,724

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 6. Subsequent Events

Management evaluated all events from the date of the balance sheet, which was December 31, 2022 through March 31, 2023 which was the date these financial statements were available to be issue and determined the following items were material and required disclosure:

On February 3, 2023, the Company closed an initial public offering of its class B common stock. The Company raised total gross proceeds of $7,500,000 in the offering, and after deducting $884,880 of underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the offering, the Company received net proceeds of $6,615,120.

On February 3, 2023, the Company’s Class B Common Stock was listed on and began trading on the Nasdaq Capital Market under the symbol “ASST”.

On February 7, 2023, the Company issued 105,000 warrants exercisable into 105,000 shares of the Company’s Class B Common Stock which is equal to 7% of the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering. These warrants carry an exercise price of $6.25 per share, which is equal to 125% of the public offering price, subject to adjustment, the warrants also include a cashless exercise provision; these warrants may be exercised at any time for five years following the date of issuance.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of warrants as equity-classified instruments

	Number of		Weighted Average Exercise		Weighted Average
	shares		Price		Life (years)
Outstanding, December 31, 2021		-	$	-		-
Granted		52,500		6.25		5.00
Expired		-		-		-
Exercised		-		-		-
Outstanding, December 31, 2022		52,500	$	6.25		4.68

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

Organization and Description of Business [Abstract]

Organization and Description of Business

Note 1. Organization, Description of Business and Liquidity

Organization

Asset Entities Inc. (“Asset Entities”, “we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020. The financial statements reflect the operations of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc.

On March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B Common Stock.

Description of Business

Asset Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms. Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients under our “AE.360.DDM” brand. Our AE.360.DDM service was just released in December 2021. All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

Liquidity

The Company had an accumulated deficit of $627,118 at December 31, 2022 and a net loss of $645,255 during the year ended December 31, 2022. However, in February 2023, the Company completed an equity offering which generated net proceeds of $6.6 million. Consequently, the Company’s existing cash resources and the cash received from the equity offering are expected to provide sufficient funds to carry out the Company’s planned operations through the next twelve (12) months.

Stockholders' Equity (Details) - Schedule of warrants as equity-classified instruments	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule of Warrants as Equity Classified Instruments [Abstract]
Number of Shares, Outstanding Beginning \| shares
Weighted Average Exercise Price,Outstanding Beginning \| $ / shares
Weighted Average Life (years), Outstanding Beginning
Number of Shares, Granted \| shares	52,500
Weighted Average Exercise Price, Granted \| $ / shares	$ 6.25
Weighted Average Life (years), Granted	5 years
Number of Shares, Expired \| shares
Weighted Average Exercise Price, Expired \| $ / shares
Number of Shares, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Number of Shares, Outstanding Ending \| shares	52,500
Weighted Average Exercise Price, Outstanding Ending \| $ / shares	$ 6.25
Weighted Average Life (years), Outstanding Ending	4 years 8 months 4 days

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	8,385,276	9,756,000
Common stock, shares outstanding	8,385,276	9,756,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	2,364,724	244,000
Common stock, shares outstanding	2,364,724	244,000

Consolidated Statement of Stockholders' Equity - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid in Capital	Subscription Receivable	Retained earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2020	$ 976			$ (976)	$ 3,266	$ 3,266
Balance (in Shares) at Dec. 31, 2020	9,756,000
Class B Common stock issued		$ 24	249,976	(225,000)		25,000
Class B Common stock issued (in Shares)		244,000
Net income (loss)					14,871	14,871
Balance at Dec. 31, 2021	$ 976	$ 24	249,976	(225,976)	18,137	43,137
Balance (in Shares) at Dec. 31, 2021	9,756,000	244,000
Conversion from Class A to Class B common stock	$ (137)	$ 137
Conversion from Class A to Class B common stock (in Shares)	(1,370,724)	1,370,724
Subscription received				225,976		225,976
Class B Common stock issued		$ 75	529,850			529,925
Class B Common stock issued (in Shares)		750,000
Net income (loss)					(645,255)	(645,255)
Balance at Dec. 31, 2022	$ 839	$ 236	$ 779,826		$ (627,118)	$ 153,783
Balance (in Shares) at Dec. 31, 2022	8,385,276	2,364,724

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

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+ Details

Stockholders' Equity (Details) - USD ($)			1 Months Ended			9 Months Ended
Stockholders' Equity (Details) - USD ($)	Oct. 06, 2022	Oct. 01, 2022	Jun. 30, 2022	Apr. 21, 2022	Mar. 28, 2022	Sep. 30, 2022	Dec. 31, 2022	Oct. 31, 2022	Jun. 09, 2022	Mar. 31, 2022	Mar. 09, 2022	Dec. 31, 2021	Dec. 15, 2021
Stockholders' Equity (Details) [Line Items]
Capital stock authorized											250,000,000
Common stock par value (in Dollars per share)							$ 0.0001					$ 0.0001
Preferred stock par value (in Dollars per share)							$ 0.0001					$ 0.0001
Stock units					51,250,000
Warrants issued		52,500	52,500
Exercise price (in Dollars per share)		$ 6.25	$ 6.25
Expiration date		5 years	5 years
Intrinsic value (in Dollars)							$ 0
Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock shares issued											50,000,000
Preferred stock par value (in Dollars per share)											$ 0.0001
Shares issued											50,000,000
Common Class A [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued							8,385,276				10,000,000	9,756,000
Common stock par value (in Dollars per share)							$ 0.0001				$ 0.0001	$ 0.0001
Shares issued					9,756,000						10,000,000
Membership interest										97.56%
Shares issued										9,756,000
Receivable (in Dollars)						$ 976						$ 976
Common Stock converted				770,724
Transfer shares	600,000
Common Stock, Shares, Outstanding							8,385,276					9,756,000
Common Class B [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued							2,364,724				190,000,000	244,000	250,000
Common stock par value (in Dollars per share)							$ 0.0001				$ 0.0001	$ 0.0001
Shares issued					244,000						190,000,000
Membership interest										2.44%
Shares issued	600,000							500,000	250,000	244,000			244,000
Receivable (in Dollars)						0						$ 225,000
Common Stock, Shares, Outstanding							2,364,724					244,000
Proceeds from Rents Received (in Dollars)						$ 225,000
Investors (in Dollars)								$ 500,000	$ 250,000
Issuance cost (in Dollars)								$ 145,000	$ 75,075

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (645,255)	$ 14,871
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	44,228	9,144
Contract liabilities	(1,802)	(645)
Net cash provided by (used in) operating activities	(602,829)	23,370
CASH FLOWS FROM FINANCING ACTIVITIES
Class A common stock subscription proceeds received	976
Class B common stock subscription proceeds received	754,925	25,000
Deferred offering costs	(49,626)	(25,000)
Net cash provided by financing activities	706,275
Net change in cash	103,446	23,370
Cash at beginning of period	33,731	10,361
Cash at end of period	137,177	33,731
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes
Cash paid for interest
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion from Class A to Class B common stock	$ 137

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 343,106	$ 829,618
Operating expenses
Contract labor	155,232	160,251
General and administrative	462,971	119,369
Management compensation	370,158	535,127
Total operating expenses	988,361	814,747
Income (loss) from operations	(645,255)	14,871
Net income (loss)	$ (645,255)	$ 14,871
Basic and diluted loss per share of common stock (in Dollars per share)	$ (0.06)	$ 0
Weighted average number of shares of common stock outstanding (in Shares)	10,249,315	9,767,364

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.

Principles of Consolidation

The consolidated financial statements include Asset Equity LLC (“Asset Equity”) which is accounted for as a variable interest entity (“VIE”), because the Company is the primary beneficiary, as a result of the Company’s officers being responsible for 100% of the operations of Asset Equity, and the Company derived 100% of the net profits or losses from Asset Equity’s business operations. Through common control, the management of the Company had effective control over Asset Equity and had the power to direct the activities of Asset Equity that most significantly impact its economic performance. There were no restrictions on the consolidated VIE’s assets and on the settlement of its liabilities.

Asset Equity was a limited liability company organized in the state of Delaware on February 26, 2021 and dissolved on April 21, 2022. The co-founders of the Company, who were the managers of Asset Equity, formed Asset Equity for the purposes of setting up a separate bank account for revenues derived from the Discord server designated for cryptocurrency education. All intercompany transactions and balances have been eliminated on consolidation. If facts and circumstances change such that the conclusion to consolidate the VIE has changed, the Company shall disclose the primary factors that caused the change and the effect on the Company’s financial statements in the periods when the change occurs.

On April 21, 2022, the Company dissolved our VIE, Asset Equity LLC, and moved all operations to the Company.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at December 31, 2022 and 2021.

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Accounts Receivable

Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company had accounts receivable of $5,000 and recorded specific allowance for doubtful accounts of $5,000 as of December 31, 2022 to account for the delinquency related to one specific transaction. Based on management’s estimate and based on all other accounts being current and settled, the Company has not deemed it necessary to make any additional general provision for doubtful accounts at the time of this report.

Deferred Offering Costs

As of December 31, 2022 and 2021, deferred offering costs represent legal fees for preparation of any securities purchase agreements or current registration statement. The Company records these fees as a current asset that will be netted against gross proceeds received from any offering or placements.

Fair Value Measurements

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

●

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including cash, deferred offering costs and other current liabilities are carried at historical cost. At December 31, 2022 and 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Revenue Recognition

The Company recognizes revenue utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

Subscriptions

Subscription revenue is related to a single performance obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability expensed over the contracted service period.

Marketing

Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one week.

Contract Liabilities

Contract liabilities consist of quarterly and annual subscription revenue that have not been recognized. As of December 31, 2022 and 2021, total contract liabilities were $4,648 and $6,450, respectively. Contract liabilities are typically expected to be recognized to revenue over a period not to exceed twelve (12) months.

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. The Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for warrants and options using the treasury stock method. During the years ended December 31, 2022 and 2021, there were no convertible securities outstand that would be potentially dilutive; During the year ended December 31, 2022, the Company issued warrants to a placement agent in connection with private offerings of its common stock; these warrants out of the money from the date of their issuance to December 31, 2022; accordingly, they had no potentially dilutive effect on the Company’s diluted loss per share.

Income Taxes

As described in more detail above, the business now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited liability company, or LLC, and that LLC was merged into the Company on March 28, 2022. Prior to that date, the partnership and the subsequent LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members.

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2022 and 2021.

Related Parties

The Company follows ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions and balances.

Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company will adopt this standard beginning January 1, 2023. The Company is currently evaluating the effect of the adoption of this standard on the consolidated financial statements and related disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 137,177	$ 33,731
Deferred offering costs	235,844	25,000
Total Current Assets	373,021	58,731
TOTAL ASSETS	373,021	58,731
Current Liabilities
Accounts payable and credit card liability	214,590	9,144
Contract liabilities	4,648	6,450
Total Current Liabilities	219,238	15,594
TOTAL LIABILITIES	219,238	15,594
Commitments and contingencies
Preferred Stock; $0.0001 par value, 50,000,000 authorized
Common Stock; $0.0001 par value, 200,000,000 authorized
Class A Common Stock; $0.0001 par value, 10,000,000 authorized 8,385,276 and 9,756,000 shares issued and outstanding	839	976
Class B Common Stock; $0.0001 par value, 190,000,000 authorized 2,364,724 and 244,000 shares issued and outstanding, respectively	236	24
Additional paid in capital	779,826	249,976
Subscription receivable		(225,976)
Retained earnings (deficit)	(627,118)	18,137
Total Stockholders’ Equity	153,783	43,137
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 373,021	$ 58,731

Income tax (Details) - Schedule of consolidated statements of operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Consolidated Statements Of Operations [Abstract]
Income tax expense (credit) at statutory rate	$ (135,504)
Change of valuation allowance	135,504
Income tax expense (credit)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Net Deferred Tax Assets [Abstract]
Operating loss carry forward	$ 135,504
Valuation allowance	(135,504)
Deferred tax asset

Organization and Description of Business (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 23, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 28, 2022	Mar. 09, 2022
Organization and Description of Business [Abstract]
Authorize issue shares					250,000,000
Outstanding membership interests				51,250,000
Accumulated deficit (in Dollars)		$ (627,118)	$ 18,137
Net loss (in Dollars)		(645,255)	14,871
Preferred Stock [Member]
Organization and Description of Business [Abstract]
Shares issued					50,000,000
Common Stock, par value per share (in Dollars per share)					$ 0.0001
Net loss (in Dollars)
Class A Common Stock [Member]
Organization and Description of Business [Abstract]
Shares issued				9,756,000	10,000,000
Common Stock, par value per share (in Dollars per share)					$ 0.0001
Class B Common Stock [Member]
Organization and Description of Business [Abstract]
Shares issued				244,000	190,000,000
Common Stock, par value per share (in Dollars per share)					$ 0.0001
Subsequent Event [Member]
Organization and Description of Business [Abstract]
Net proceeds (in Dollars)	$ 6,600,000

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Paid management fee	$ 370,158	$ 535,127

Income tax (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of consolidated statements of operations

	Years ended
	December 31,
	2022			2021
Income tax expense (credit) at statutory rate	$	(135,504	)	$	-
Change of valuation allowance		135,504			-
Income tax expense (credit)	$	-		$	-

Schedule of net deferred tax assets

	December 31,			December 31,
	2022			2021
Operating loss carry forward	$	135,504		$	-
Valuation allowance		(135,504	)		-
Deferred tax asset	$	-		$	-

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

On April 21, 2022, the Company dissolved our VIE, Asset Equity LLC, and moved all operations to the Company.

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Deferred Offering Costs

Deferred Offering Costs

Fair Value Measurements

Fair Value Measurements

●

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Revenue Recognition

Revenue Recognition

Subscriptions

Marketing

Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one week.

Contract Liabilities

Contract Liabilities

Earnings Per Share of Common Stock

Earnings Per Share of Common Stock

Income Taxes

Income Taxes

Related Parties

Related Parties

The Company follows ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions and balances.

Commitments and Contingencies

Commitments and Contingencies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Income tax

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income tax

Note 5. Income tax

The Company has not made a provision for income taxes for the year ended December 31, 2022 and 2021, since the Company has the benefit of net operating losses in these periods and the Company changed from a limited liability partnership to a C corporation during 2022.

Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2022. During the year ended December 31, 2022, the Company had incurred a net operating loss (“NOL”) of $645,255; NOLs generated after December 31, 2017 are allowed to be carried forward on an indefinite basis.

A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2022 and 2021 is as follows:

	Years ended
	December 31,
	2022			2021
Income tax expense (credit) at statutory rate	$	(135,504	)	$	-
Change of valuation allowance		135,504			-
Income tax expense (credit)	$	-		$	-

Net deferred tax assets consist of the following components as of:

	December 31,			December 31,
	2022			2021
Operating loss carry forward	$	135,504		$	-
Valuation allowance		(135,504	)		-
Deferred tax asset	$	-		$	-

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Income tax (Details) - USD ($)	12 Months Ended
Income tax (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss (in Dollars)	$ 645,255
Federal income tax rate, percentage	21.00%	21.00%

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Note 4. Related Party Transactions

During the years ended December 31, 2022 and 2021, the Company paid management fees to their controlling members totaling $370,158 and $535,127, respectively.

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Asset equity percentage	100.00%
Net profits or losses percentage	100.00%
Carry cash balances	$ 250,000
Cash and no liabilities		$ 5,000
Allowance for doubtful accounts	5,000
Total contract liabilities	$ 6,450	$ 4,648
effective dates	2 years

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Basic and diluted loss per share of common stock (in Dollars per share)	$ (0.06)	$ 0.00
Weighted average number of shares of common stock outstanding (in Shares)	10,249,315	9,767,364

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Feb. 07, 2023	Feb. 03, 2023
Subsequent Events (Details) [Line Items]
Gross proceeds		$ 7,500,000
Underwriting discounts and commissions		884,880
Other expenses		$ 6,615,120
Warrants issued (in Shares)	105,000
Purchase shares (in Shares)	105,000
Exercise price per share (in Dollars per share)	$ 6.25
Public offering price percentage	125.00%
Exercised term year	5 years