| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Basis of Presentation The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for
interim financial statements (U.S. GAAP) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities
and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally
accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying
unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals)
to present the financial position of the Company as of March 31, 2023, and the results of operations and cash flows for the periods presented.
The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the operating results for the full
fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial
statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,
filed with the SEC on March 31, 2023. Management acknowledges its responsibility for
the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of
normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the
consolidated results of its operations for the periods presented. Principles of Consolidation These condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include
the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Business Segments and Concentrations The Company uses the “management approach”
to identify its reportable segments. The management approach requires companies to report segment financial information consistent with
information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s
reportable segments. The Company manages its business as a single reporting segment. Customers in the United States accounted for 100%
of our revenues. We do not have any property or equipment outside of the United States. Use of Estimates Preparing financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including
stock-based compensation and deferred tax asset valuation allowance, and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and
those estimates may be material. Risks and Uncertainties The Company operates in an industry that is subject
to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties
including financial and operational risks and the potential of overall business failure. The Company has experienced, and in the future
expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include,
among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company
competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s
service offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Fair Value of Financial Instruments The Company accounts for financial instruments
at fair value, which as is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit
price) in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable
and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect
certain market assumptions. There are three levels of inputs that may be used to measure fair value:
· Level 1—Valuation based on unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access;
· Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; and
· Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued
expenses, and contract liabilities. On March 31, 2023, and December 31, 2022, the carrying amounts of these financial instruments approximated
their fair values due to the short-term nature of these instruments. The fair value of the Company’s debt approximates its carrying
value based on current financing rates available to the Company and its short-term nature. The Company does not have any other financial
or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments. Cash and Cash Equivalents and Concentrations
of Risk For purposes of presentation in the consolidated
statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase
date and money market accounts to be cash equivalents. On March 31, 2023, and December 31, 2022, the
Company did not have any cash equivalents. The Company is exposed to credit risk on its
cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal
Deposit Insurance Company (FDIC), which is $250,000. As of March 31, 2023, and December 31, 2022, the Company had not experienced
any losses on cash balances in excess of the FDIC insured limits. Any loss incurred or a lack of access to funds could have a
significant impact on the Company’s consolidated financial condition, results of operations, and cash flows. At March 31,
2023, the Company exceeded FDIC insured limits by approximately $ 1,925,000 no For the three months ended March 31, 2023,
and year ended December 31, 2022, sales of our products to two and four customers generated approximately 55 52 Accounts Receivable Accounts receivable represent customer obligations
under normal trade terms and are stated at the amount management expects to collect from outstanding customer balances. Credit is extended
to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable.
The Company does not require collateral. Four and six of our customers combined accounted for approximately 53 42 The Company had net accounts receivable of $ 158,485 340,935 Management periodically assesses the Company’s
accounts receivable and, if necessary, establishes an allowance for doubtful accounts. The Company provides its allowance for doubtful
accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions.
Accounts determined to be uncollectible are charged to operations when that determination is made. The allowance for doubtful accounts was approximately
$ 1,111,000 1,091,000 Bad debt expense (recovery) is recorded as a component
of general and administrative expenses in the accompanying condensed consolidated statements of operations. Impairment of Long-lived Assets Management evaluates the recoverability of the
Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment
exists, in accordance with the provisions of Accounting Standards Codification (ASC) 360-10-35-15 Impairment or Disposal of Long-Lived
Assets. If impairment is indicated based on a comparison
of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which
the carrying amount of the assets exceeds the fair value of the assets. No Property and Equipment Property and equipment are stated at cost less
accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repairs and maintenance which
do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise
disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected
in current results of operations. Goodwill The Company’s goodwill represents the excess
of the consideration transferred for the acquisition of Advangelists, LLC in December 2018 over the fair value of the underlying identifiable
net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management
determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting
unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the
fiscal quarter in which the determination is made. The Company performs its annual impairment tests
of goodwill as of December 31st of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested
for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which
is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information
available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results.
Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the
anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components
are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of
March 31, 2023 and December 31, 2022. No Intangible Assets The majority of the Company’s intangible
assets consist of customer relationship and the ATOS platform technology obtained through its acquisition of Advangelists LLC. The Company
amortizes its identifiable definite-lived intangible assets over an estimated useful life of 5 Software Development Costs In accordance with ASC 985-20, Costs of Software to Be Sold, Leased,
or Marketed 501,075 No Derivative Financial Instruments The Company analyzes all financial instruments
with features of both liabilities and equity under FASB ASC Topic No. 480, (ASC 480), Distinguishing Liabilities from Equity Derivatives and Hedging In August 2020, FASB issued ASU 2020-06, Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity Terms of financial instruments are reviewed to
determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract
under ASC 815 and ASU 2020-06 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value
at each period end, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates
a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated
and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all
related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments
that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair
value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow,
market or foreign currency risk. As of March 31, 2023 and December 31, 2022, the Company had no Debt Issuance Costs and Debt Discounts Debt discounts, debt issuance costs paid to lenders
or third parties, and other original issue discounts on debt, are recorded as debt discount or debt issuance costs and amortized to interest
expense in the condensed consolidated statements of operations, over the term of the underlying debt instrument, using the effective interest
method, with the unamortized portion reported net with related principal outstanding on the condensed consolidated balance sheet. For
the quarter ended March 31, 2023, the Company recorded $ 360,993 773,471 Revenue Recognition The Company’s revenues are generated from
internet advertising, the Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Identify the contract with a customer. A contract with a customer exists when (i) the
Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred
and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines
that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent
and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention
to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer,
published credit and financial information pertaining to the customer. Identify the performance obligations in the
contract. Performance obligations promised in a contract
are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer
can benefit from the service either on its own or together with other resources that are readily available from third parties or from
the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other
promises in the contract. To the extent a contract includes multiple promised services (performance obligations), the Company must apply
judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria
are not met the promised services are accounted for as a combined performance obligation. Currently, the Company does not have any contracts
that contain multiple performance obligations. Determine the transaction price. The transaction price is determined based on the
consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction
price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction
price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration.
Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future
reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of March 31, 2023 and December
31, 2022 contained a significant financing component. Allocate the transaction price to performance
obligations in the contract. If the contract contains a single performance
obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services
that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must
determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain
multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone
selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation
or to a distinct service that forms part of a single performance obligation. Recognize revenue when or as the Company satisfies
a performance obligation. The Company satisfies performance obligations
at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service
to a customer. Under both managed services arrangements or self-service arrangements, the Company’s promised services under the
contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in
establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered
the principal in all arrangements for revenue recognition purposes. Payment terms and conditions vary by contract,
although terms generally include a requirement of payment within 30 to 90 days. Contract Liabilities Contract liabilities represent deposits made by
customers before the satisfaction of performance obligations and recognition of revenue. Upon completion of the performance obligation(s)
that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue
is recognized. As of March 31, 2023 and December 31, 2022, there were $ 187,916 193,598 Revenues All revenues recognized were derived from internet
advertising for the quarter ended March 31, 2023, and the year ended December 31, 2022. Advertising Advertising costs are expensed as incurred. Advertising
costs are included as a component of general and administrative expenses in the consolidated statements of operations. The Company incurred $ 259 no Stock-Based Compensation The Company accounts for our stock-based compensation,
including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, In connection with certain financing, consulting
and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone
instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The fair value of stock-based compensation is
generally determined using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services
is completed (measurement date). When determining fair value of stock-based compensation,
the Company considers the following assumptions in the Black-Scholes model:
· Exercise price,
· Expected dividends,
· Expected volatility,
· Risk-free interest rate; and
· Expected life of option Income Taxes The Company accounts for income tax using the
asset and liability method prescribed by ASC 740, Income Taxes . The Company follows the accounting guidance for
uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the
condensed consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax
authorities. As of March 31, 2023 and December 31, 2022, the Company did not identify any uncertain tax positions that qualify for either
recognition or disclosure in the condensed consolidated financial statements. The Company recognizes interest and penalties,
if any, related to recognized uncertain income tax positions, in other expense. No interest and penalties related to uncertain income
tax positions were recorded for the three months ended March 31, 2023 and 2022. Open tax years subject to examination by the Internal
Revenue Service generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions
generally remain open for up to four years from the filing date. Related Parties Parties are considered to be related to the Company
if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with
the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal
owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests. Reclassifications Certain reclassifications were made to the 2022
condensed consolidated financial statements to conform to 2023 presentation. Recent Issued Accounting Pronouncements We consider the applicability and impact of all
new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ deficit, cash flows,
or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards
Board (FASB) through the date these condensed consolidated financial statements were available to be issued and found no recent accounting
pronouncements issued, but not yet effective, that when adopted, will have a material impact on the condensed consolidated financial statements
of the Company. Fair Value Measurement of Equity Securities
Subject to Contractual Sale Restrictions: Recently Adopted Accounting Pronouncements Financial Instrument – Credit Losses:
Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers: Business Combinations (Topic
805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
