Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | LIVE CURRENT MEDIA, INC. | ||
Entity Central Index Key | 0001108630 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Entity Common Stock, Shares Outstanding | 162,909,027 | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-29929 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 10801 Thornmint Road, Suite 200 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92127 | ||
City Area Code | 604 | ||
Local Phone Number | 648-0500 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Tax Identification Number | 88-0346310 | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 17,126,272 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 572 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 169,551 | $ 9,773 |
Accounts receivable | 112,676 | 0 |
Prepaid expenses and other current assets | 90,868 | 9,538 |
Total current assets | 373,095 | 19,311 |
Fixed assets, net | 115,789 | 12,749 |
Other assets | 9,930 | 14,728 |
Total assets | 498,814 | 46,788 |
Current liabilities | ||
Accounts payable | 952,278 | 397,187 |
Accrued expenses | 344,118 | 103,557 |
Accrued rent payable | 160,000 | 256,519 |
Deferred revenue | 56,466 | 34,202 |
Financing arrangements - advances on future receipts | 369,976 | 0 |
Secured promissory note | 0 | 30,000 |
Secured promissory note - related parties | 50,000 | 8,000 |
Operating lease liability | 0 | 133,525 |
Total current liabilities | 1,932,838 | 962,990 |
Convertible notes | 511,759 | 2,715,343 |
Convertible notes, related parties | 272,020 | 0 |
Financing arrangements - - advances on future receipts, long term | 18,396 | 0 |
Interest payable | 0 | 210,013 |
Warrant derivative | 400,161 | 0 |
Operating lease liability | 0 | 171,763 |
Total liabilities | 3,135,174 | 4,060,109 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock $0.001 par value, 100,000,000 shares authorized; nil and 907,232 issued and outstanding, respectively | 0 | 4,121,206 |
Common stock $0.001 par value; 850,000,000 shares authorized; 160,559,027 and 42,635,457 shares issued and outstanding, respectively | 163,559 | 42,635 |
Additional paid in capital | 20,974,797 | 202,041 |
Common stock to be issued (1,106,639 shares at December 31, 2022) | 248,994 | 0 |
Stock subscription receivable | 0 | (87,190) |
Accumulated deficit | (24,023,710) | (8,292,013) |
Total stockholders' deficit | (2,636,360) | (4,013,321) |
Total liabilities and stockholders' deficit | $ 498,814 | $ 46,788 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 907,232 |
Preferred Stock, Shares Outstanding | 0 | 907,232 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 |
Common Stock, Shares, Issued | 160,559,027 | 42,635,457 |
Common Stock, Shares, Outstanding | 160,559,027 | 42,635,457 |
Common Stock Shares To Be Issued | 1,106,639 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Operations [Abstract] | ||
Revenues | $ 488,018 | $ 427,868 |
Operating expenses (income) | ||
Cost of goods sold | 55,800 | 0 |
Software and platform development costs | 603,833 | 277,238 |
Depreciation and amortization | 22,810 | 19,665 |
Wages and salaries | 2,639,145 | 29,615 |
General and administrative | 2,480,304 | 279,700 |
Gain on sale of domain name | (89,903) | 0 |
Impairment of goodwill and intangibles | 9,592,424 | 0 |
Impairment of right to use lease asset | 0 | 354,895 |
Gain on settlement of lease liability | (399,230) | 0 |
Total operating expenses | 14,905,183 | 961,113 |
Loss from operations | (14,417,165) | (533,245) |
Other income (expense) | ||
Interest and financing expense | (1,378,336) | (124,647) |
Loss on cancellation of subscription receivable and related interest receivable | (96,432) | 0 |
Gain on forgiveness of CARES Act loan | 0 | 265,952 |
Change in fair value of warrant derivative | 191,429 | 0 |
Other income (expense), net | (31,193) | (389) |
Total other income (expense) | (1,314,532) | 140,916 |
Net loss | $ (15,731,697) | $ (392,329) |
Net Loss per Common Share: | ||
Basic net loss per common share | $ (0.13) | $ (0.01) |
Diluted net loss per common share | $ (0.13) | $ (0.01) |
Weighted average number of basic common shares outstanding | 124,686,590 | 42,635,457 |
Weighted average number of diluted common shares outstanding | 124,686,590 | 42,635,457 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Common Stock to be issued [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 4,121,206 | $ 42,635 | $ 174,832 | $ (87,190) | $ (7,899,684) | $ (3,648,201) | |
Beginning Balance (in shares) at Dec. 31, 2020 | 907,232 | 42,635,457 | |||||
Net income / loss | (392,329) | (392,329) | |||||
Stock based compensation | 27,209 | 27,209 | |||||
Ending Balance at Dec. 31, 2021 | $ 4,121,206 | $ 42,635 | 202,041 | (87,190) | (8,292,013) | (4,013,321) | |
Ending Balance (in shares) at Dec. 31, 2021 | 907,232 | 42,635,457 | |||||
Net income / loss | (15,731,697) | (15,731,697) | |||||
Forgiveness of subscription receivable | $ 87,190 | 87,190 | |||||
Conversion of preferred shares to common shares | $ (4,121,206) | $ 40,652 | 4,080,554 | ||||
Conversion of preferred shares to common shares (shares) | (907,232) | 40,652,380 | |||||
Convertible debt and accrued interest converted to common shares | $ 26,213 | 3,558,181 | 3,584,394 | ||||
Convertible debt and accrued interest converted to common shares (shares) | 26,212,690 | ||||||
Common shares issued for common stock payable | $ 7,367 | 999,851 | 1,007,218 | ||||
Common shares issued for common stock payable (shares) | 7,366,460 | ||||||
Share issued for the exercise of stock options | $ 2,511 | 10,273 | 12,784 | ||||
Share issued for the exercise of stock options (shares) | 2,511,290 | ||||||
Options exercised on a cashless basis | $ 5,622 | (5,622) | |||||
Options exercised on a cashless basis (shares) | 5,621,723 | ||||||
Shares assumed as a result of reverse acquisition | $ 35,559 | 9,630,693 | 9,666,252 | ||||
Shares assumed as a result of reverse acquisition (shares) | 35,559,027 | ||||||
Shares issued for acquisition of Guru | $ 3,000 | 691,200 | 694,200 | ||||
Shares issued for acquisition of Guru (shares) | 3,000,000 | ||||||
Shares to be issued for acquisition | $ 248,994 | 248,994 | |||||
Convertible note price reset | 1,690,000 | 1,690,000 | |||||
Warrants issued with convertible notes | 117,626 | 117,626 | |||||
Ending Balance at Dec. 31, 2022 | $ 163,559 | $ 20,974,797 | $ 248,994 | $ (24,023,710) | $ (2,636,360) | ||
Ending Balance (in shares) at Dec. 31, 2022 | 163,559,027 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (15,731,697) | $ (392,329) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 25,592 | 19,665 |
Amortization of debt discount | 916,353 | 0 |
Convertible note price reset recorded as financing expense | 363,000 | |
Stock based compensation | 0 | 27,209 |
Professional fees paid with convertible debt | 614,575 | 0 |
Wages and salaries paid with stock payable | 964,000 | 0 |
Loss on cancellation of subscription receivable and related interest receivable | 87,190 | 0 |
Impairment of lease asset | 0 | 354,895 |
Impairment of goodwill and intangibles | 9,592,424 | 0 |
Change in fair value of warrants | (191,429) | 0 |
Gain on settlement of lease liability | (399,230) | 0 |
Gain on sale of domain name | (89,903) | |
Gain on forgiveness of CARES Act note | 0 | (265,952) |
Change in: | ||
Accounts receivable | 16,689 | 0 |
Prepaid expenses | (26,253) | 6,957 |
Other assets | 42,161 | 0 |
Accounts payable | 235,348 | 146,572 |
Accrued expenses | 267,709 | 118,484 |
Accrued rent payable | (2,578) | 3,247 |
Deferred revenue | (96,054) | 2,799 |
Net cash provided by (used in) by operating activities | (3,412,103) | 21,547 |
Cash Flows From Investing Activities: | ||
Additions to fixed assets | (105,019) | 0 |
Proceeds from sale of domain name | 89,903 | |
Cash acquired upon reverse merger | 2,425,790 | 0 |
Net cash used by investing activities | 2,410,674 | 0 |
Cash Flows From Financing Activities: | ||
Issuance of senior secured promissory notes | 450,000 | 0 |
Borrowings under convertible debt issued with warrants | 498,327 | 0 |
Borrowings under financing arrangements | 355,103 | 0 |
Payments on promissory note | (30,000) | (22,000) |
Payments on financing arrangements | (125,006) | 0 |
Proceeds from exercise of stock options | 12,784 | 0 |
Net cash provided by financing activities | 1,161,208 | (22,000) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 159,778 | (453) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 9,773 | 10,226 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 169,551 | 9,773 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid in cash | 11,714 | 1,542 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible note issued for accrued expenses | 17,917 | 0 |
Convertible note issued for accounts payable | 0 | 11,095 |
Convertible note price reset | 1,690,000 | |
Stock payable issued for accrued liabilities | 33,768 | 0 |
Stock payable issued for accrued interest payable | 1,450 | 0 |
Stock payable issued for promissory note | $ 8,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies [Text Block] | 1. Organization and Summary of Significant Accounting Policies Nature of Business Live Current Media, Inc. was incorporated under the laws of the State of Nevada on October 10, 1995. Evasyst Inc. ("Evasyst") was a private company founded on December 18, 2015, in San Diego California, that operates a social video application called KAST. On April 22, 2022, Live Current Media completed its reverse merger with Evasyst (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Company (see Note 2). As used herein, "Live Current" refers to the Company as it existed prior to the Merger, and the "Company" refers to the consolidated accounts of Live Current and its wholly owned subsidiary Evasyst after the Merger. Accordingly, the accompanying consolidated financial statements are the historical consolidated financial statements of Evasyst for all periods presented and include the net assets and results of operations of Live Current after April 22, 2022 (see Note 2). During the year ended December 31, 2022, the Company acquired the business of Guru Experience, Co. ("Guru), and acquired certain assets from PowerSpike, Inc. (see Note 3). Going concern The accompanying consolidated financial statements prepared under the assumption that the Company will continue as a going concern. The Company has not achieved profitable operations, has incurred recurring operating losses since inception, and has negative working capital at December 31, 2022. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should the Company be unable to continue as a going concern. Inflation and Economic Disruption Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our services and products, which could negatively affect our financial performance. We cannot predict the timing or magnitude of an economic slowdown or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations. COVID-19 The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities as businesses and governments implemented broad actions to mitigate this public health crisis. Management believes that the Company's financial results for the twelve months ended December 31, 2022 have not been materially affected by COVID-19. The extent to which COVID-19 may impact the Company's business activities and capital raising efforts will depend on future developments, which are uncertain and cannot be predicted. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying consolidated financial statements prior to the closing of the Merger include the accounts and operations of Evasyst as Evasyst was determined to be the accounting acquirer for financial reporting purposes. The consolidated financial statements subsequent to the closing of the Merger include the accounts of the Company and its wholly owned subsidiaries Evasyst and Guru. All intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, revenue recognition, allowance for doubtful accounts, depreciable lives of assets, accruals for potential liabilities, and assumptions used in the determination of the Company's liquidity. Actual results could differ materially from those estimates. Revenue Recognition The Company recognizes revenue based on contracts with customers. A customer contract exists when both parties have approved the contract and are committed to perform their respective obligations, each party's rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled. The Company derives revenue primarily from subscription- based services. Revenues are recognized when control of these services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company derives revenues from the following sources: • • T he Company’s subscriptions services are generally sold as monthly, annual, or multi-year initial terms with renewal provisions on expiration of the initial term. Subscription services are generally payable in advance on a monthly or annual basis over the term of the subscription arrangement, which are typically noncancelable. The Company recognizes def erred revenue at each period end for contracts that have subscriptions that have been paid but expire after p eriod end. The Company’s subscription contracts do not have a significant financin g component and customer invoices are paid upfront. There is no significant variable consideration related to these arrangements. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. When an arrangement contains multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company allocates the transaction price to each performance obligation in a contract based on its relative standalone selling price. Noncancelable software subscription maintenance support services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress, and the Company has concluded that they represent one combined performance obligation and revenue is recognized ratably over the contract period. Deferred Revenue Contract liabilities consist of deferred revenue and include payments received in advance of performance under contracts associated with software subscriptions. Such amounts are recognized as revenue over the contractual period. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash primarily consists of bank demand deposits maintained by a major financial institution. The Company's policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the "FDIC"). The Company may periodically have cash balances in financial institutions in excess of the FDIC insurance limit of $250,000 per account per institution. The Company has not experienced any losses to date resulting from this policy. Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on several factors. In circumstances where it becomes aware of a specific customer's inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At December 31, 2022 and 2021, the Company had no reserve recorded for uncollectible accounts receivable. Fixed Assets Fixed assets are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives of equipment range from three to five years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals that extend the life of the assets are capitalized when incurred. Management assesses the carrying value of equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2022 and 2021, the Company determined there were no indicators of impairment of its equipment. Intangible assets Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize definite-lived intangible assets on a straight-line basis, generally over periods ranging from one to ten years. Costs incurred to renew or extend the life of our intangible assets are capitalized. We review intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group are not recoverable, impairment is measured and recorded as the amount by which the carrying value exceeds its fair value. Goodwill Goodwill represents the cost in excess of the consideration paid over the fair value of net assets acquired in a business combination. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. The Company evaluates reporting units periodically. Goodwill is tested for impairment at the reporting unit level on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We assess our goodwill for impairment at least annually as of October 1, unless events or a change in circumstances indicate an earlier impairment. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company's right to use an underlying asset during the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Stock-Based Compensation The Company periodically issues stock options, warrants, and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Such awards are generally time or performance vested and are measured at the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. The fair value of stock options or warrant granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The fair value of stock awards is generally based on the trading price of the Company's common stock. Forfeitures of awards are recognized upon occurrence. Advertising Expense Advertising costs are expensed as incurred. For the years ended December 31, 2022 and 2021, advertising cost totaled $170,653 and $4,095, respectively. Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 Level 2 Level 3 The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2022: As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 400,161 - - $ 400,161 Total liabilities at fair value $ 400,161 - - $ 400,161 As of December 31, 2021, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: 2022 Warrant liability Balance as of beginning of period - December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 591,590 Change in fair value (191,429 ) Balance as of end of period - December 31, 2022 $ 400,161 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, accounts payable and accrued liabilities, and convertible notes) approximates fair value due to the short-term nature of such instruments. Net Loss per Share The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. The Company does not include the impact of any potentially dilutive common stock equivalents in its basic earnings (loss) per share calculations. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion of common shares, except where their inclusion would be anti-dilutive. For the years ended December 31, 2022 and 2021, the Company had the following securities are excluded from the calculation of diluted income per share as their effect would have been anti-dilutive to the net loss for the periods. 2022 2021 Stock options 1,100,000 8,133,012 Stock purchase warrants 8,413,461 - Convertible debt 18,459,760 - Stock payable 1,106,639 - 29,079,860 8,133,012 Concentrations Revenues Accounts receivable Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses ("CECL") to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06") "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)." ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity's own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Acquisition [Text Block] | 2. Reverse Acquisition On April 22, 2022, Live Current completed its merger with Evasyst pursuant to the terms of a merger agreement dated January 20, 2022, by which a wholly-owned subsidiary of Live Current merged with and into Evasyst, with Evasyst continuing as a wholly-owned subsidiary of Live Current (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Live Current. Live Current and Evasyst are collectively referred to as the "Company" after the Merger. Upon completion of the Merger, all of the outstanding shares of Evasyst's common stock were automatically converted into the right to receive an aggregate of 125,000,000 newly issued shares of Live Current's common stock. Following the Merger, Live Current's shareholders retained 35,559,027 shares of the Company's common stock, which represents 22% of the Company's common stock, and the former stockholders of Evasyst own 125,000,000 of the Company, which represents approximately 78% the Company's common stock. Following the Merger, two former directors of Live Current resigned, and five new directors were appointed by Evasyst. A third former director of Live Current who was the former CEO/CFO of Live Current resigned those positions, and continues as the President and a director of the Company. The Merger is accounted for as a reverse acquisition. Under this method of accounting, Evasyst was determined to be the acquiring company for accounting purposes, and Live Current is treated as the acquired company. Accordingly, the assets and liabilities of Live Current were recorded at estimated fair value as of April 22, 2022, the Merger closing date. The accounting acquirer was primarily determined based on Evasyst shareholders having the larger voting interest in the post-combination company, and the ability to appoint the majority of the members of the Board of Directors as well as management in the post-combination company. Consideration transferred by Evasyst is comprised 35,559,027 shares of common stock held by Live Current's shareholders with a fair value of $9,423,142 based on the trading price of the Company's common stock on the date of the merger. In addition, the acquisition date fair value of 1,100,000 options held by Live Current employees to purchase shares of common stock of $243,108 is included as part of the consideration transferred. The Live Current options were in substance exchanged for share-based payment awards of Evasyst. The fair value of the stock options was calculated using the Black Scholes option model with the following variables: exercise price $0.10, stock price - $0.265, weighted average volatility - 148.28%, discount rate - 0.43%, and weighted average term of 0.67 years. The purchase price consideration and provisional allocation to net assets acquired is presented below. Fair value of consideration Live Current shares of common stock $ 9,423,142 Live Current stock options 243,108 Total fair value of consideration $ 9,666,250 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents $ 2,355,065 Prepaid expenses and other assets 437,932 A cquisition related goodwill-provisional 8,406,199 Total assets acquired 11,199,196 Liabilities Accounts payable accrued expenses (89,921 ) Convertible notes payable (1,443,025 ) Total liabilities assumed (1,532,946 ) Fair value of net assets acquired $ 9,666,250 At December 31, 2022, management performed an impairment analysis of the acquisition related goodwill-provisional and determined that the goodwill-provisional was fully impaired. As such, for the year ended December 31, 2022, Live Current reverse acquisition From acquisition date through December 31, 2022, Live Current had revenue of $321,771 and incurred a net loss of $730,822. The pro forma financial information below represents the combined results of operations for the years ended December 31, 2022 and 2021, as if the acquisition had occurred as of January 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results. For the year ended December 31, 2022 2021 Revenue $ 488,018 $ 427,868 Earnings $ (16,343,210 ) $ (624,328 ) |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Acquisitions [Text Block] | 3. Acquisitions Acquisition of Guru Experience Co: Effective November 23, 2022, the Company entered into an Agreement and Plan of Reorganization (the "Guru Agreement") with the Guru Experience, Co. ("Guru") whereby the Live Current agreed to acquire all of the outstanding shares of Guru. Closing of the acquisition of Guru as set forth in the Guru Agreement was completed on November 23, 2022. Upon completion of the acquisition, all of the outstanding shares in the capital stock of the Guru were cancelled without payment of any additional consideration thereon. The Company acquired Guru to expand its business into cloud-based applications. Concurrent with the entry into the Guru Agreement and completion of the acquisition, the Company entered into a Note Cancellation Agreement (the "Note Cancellation Agreement") with the holders (the "Guru Note Holders") of certain convertible promissory notes of Guru (the "Guru Notes") having an aggregate principal amount of $675,000. Pursuant to the terms of the Note Cancellation Agreement, the Company agreed to issue to the Guru Note Holders an aggregate of 3,000,000 shares of the Company's common stock as satisfaction in full of the amounts owing under the Guru Notes. Guru Note Holders have agreed not to sell or otherwise transfer the shares of the Company's issued to them pursuant to the Note Cancellation Agreement for a period of six months following the completion of the acquisition. Fair value of consideration Shares of common stock (3,000,000 shares at $0.23) $ 694,200 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents 70,725 Accounts receivable 129,365 Prepaid expenses and other assets 54,508 Fixed assets 23,613 Acquisition related goodwill-provisional 852,242 Total assets acquired 1,130,453 Liabilities Accounts payable accrued expenses (178,948 ) Deferred subscription revenue (118,318 ) Financing arrangements (138,987 ) Total liabilities assumed (436,253 ) Fair value of net assets acquired $ 694,200 At December 31, 2022, management performed an impairment analysis of the acquisition related goodwill-provisional and determined that it 852,242 Guru From acquisition date through December 31, 2022, Live Current had revenue of $166,247 and net income of $10,844. The pro forma financial information below represents the combined results of operations for the years ended December 31, 2022 and 2021, as if the acquisition had occurred as of January 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results. For the year ended December 31, 2022 2021 Revenue $ 1,288,380 $ 1,186,091 Earnings $ (16,260,954 ) $ (4,681,383 ) Acquisition of assets from PowerSpike: On November 9, 2022, the Company issued a total of 1,106,639 shares of its common stock to PowerSpike, Inc. ("PowerSpike") for the acquisition of net assets of PowerSpike, including all code to PowerSpike's influencer management software and all social media sites supporting the product. The fair value of the shares issued was $248,994 on the date of the acquisition and the net assumed liabilities were $84,989 on the date of acquisition resulting in a provisional value of recorded assets of $333,983. At December 31, 2022, the Company determined that the fair value of the net assets acquired was not recoverable and recognized an impairment of intangibles of $333,983. Acquisition of Neverthink Assets On June 7, 2022 the Company acquired certain software, including the code and social media assets for the video meme platform Neverthink.TV and paid approximately 11,000 Euros (approximately $11,800, plus other costs of approximately $2,500) |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net [Text Block] | 4. Property and Equipment, net Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2022 2021 Computer equipment and software $ 192,756 $ 45,935 Furniture and fixtures 41,319 21,230 234,075 67,165 Less accumulated depreciation and amortization (118,286 ) (54,416 ) $ 115,789 $ 12,749 For the years ended December 31, 2022 and 2021, depreciation expense totaled $22,810 and $19,665, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable [Text Block] | 5. Convertible Notes Payable Convertible notes payable consists of the following: December 31, 2022 2021 Convertible notes payable (a) (includes $324,000 due to related party) $ 3,116,880 $ - Convertible note payable, secured, due to officer (b) 115,000 - Convertible notes payable (c ) - 2,715,343 3,231,880 2,715,343 Debt discount (2,448,101 ) - Total 783,779 2,715,343 Convertible notes (511,759 ) (2,715,343 ) Convertible notes-related parties $ 272,020 - (a) Convertible notes totaling $2,576,880 issued in February 2022 and March 2022 On February 15, 2022 and March 28, 2022, Live Current issued convertible promissory notes for a total of $2,576,880 in exchange for cash of $2,386,000, net of original issue discount of $190,880. The notes bear interest at 4.0% per annum, and mature in two years. The notes were initially convertible into the Company's common stock at a conversion price of $0.34 per share. The note issued in February 2022 totals $1,620,000 and is secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. The notes issued in March 2022 total $956,880 and are unsecured. As part of the note issuances, the Company also granted the noteholders warrants to purchase up to 5,684,292 shares of common stock at an exercise price of $0.60 per share for a term of five years from the date of issuance with an estimated relative fair value $870,629. In addition, the Company issued 221,402 shares of its common stock with a fair value of $60,000 to registered broker dealers and incurred other legal fees of $135,000. As a result of the issuance of these convertible notes payable, the Company recorded a debt discount of $1,178,509 to account for the notes original issue discount of $190,880, direct costs incurred of $195,000 and the relative fair value of the warrants of $792,629. The debt discount is being amortized over the term of the corresponding notes payable. Upon completion of the Merger on April 22, 2022, the Company assumed Live Current's convertible promissory notes. On the reverse acquisition date, components of the acquired notes were as follows: Total Face value of convertible notes $ 2,576,880 Original issue discount (190,880 ) Legal and brokerage fees recorded as discount (217,874 ) Allocation of proceeds to warrants recorded as discount (773,786 ) Allocation of proceeds to convertible notes upon issuance 1,394,340 Amortization of discount to April 22, 2022 48,685 Convertible note payable, net of discount at April 22, 2022 $ 1,443,025 In October 2022, the Company issued convertible notes with a conversion price of $0.18 per share and warrants with an exercise price of $0.18 per share (see below), which resulted in a down round triggering event for the notes issued in February 2022 and March 2022 and lowered the conversion price on those notes from $0.34 per share to $0.18 per share. The triggering event created an incremental value of $1,690,000, of which $1,327,000 was treated as additional debt discount to be amortized over the remaining term of the notes, and $363,000 was expensed immediately as a financing expense. Convertible note totaling $ 540,000 issued in October 2022 (b) On December 6, 2022, the Company issued a convertible note payable to its president and CEO, Mark Ollilia with a principal balance of $115,000 in exchange for cash of $79,960, net of original issue discount of $35,050. The note bears interest at 4.0% per annum, is secured by all of the assets of the Company, and matures in two years. The Company also issued warrants to the note holder to purchase up to 479,167 shares of common stock at an exercise price of $0.32 per share for a term of five years from the date of issuance with a relative fair value of $46,823. Upon issuance of the Notes, total debt discount of $74,667 was recorded and is being amortized over the terms of the Notes. As of December 31, 2022, outstanding balance of the note payable amounted to $115,000 and the unamortized discount balance is $71,965. (c) At December 31, 2021, the balance of Evasyst convertible notes was $2,715,343 and accrued interest was $210,013, including $911,905 of convertible notes and $93,044 of accrued interest due to related parties. In 2022, prior to the Merger, the Company issued $631,167 of additional convertible notes for consulting services related to the Merger to entities associated with major shareholders of Evasyst. Prior to the Merger, the balance of Evasyst convertible notes was $3,346,510 and accrued interest was $236,560, and the total of $3,583,070 was converted into 26,212,690 shares of Evasyst common stock. |
Promissory notes, secured
Promissory notes, secured | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instruments [Abstract] | |
Promissory notes, secured [Text Block] | 6. Promissory notes, secured In November and December 2022, the Company issued two notes for $25,000 each to two related parties. The notes bear interest at 18%, are secured by all the tangible and intangible assets of the Company, and are due on May 28, 2023. As of December 31, 2022, outstanding balance of promissory notes amounted to $50,000. At December 31, 2021, the Company had two secured notes payable aggregating $38,000, including $8,000 due to Mark Ollila, president of the Company. The notes were issued in 2020, accrue interest at 18% per year, and were secured by all the assets of Evasyst. On March 6, 2022, Evasyst paid off one note payable with a principal balance of $30,000 plus accrued interest of $3,124. On March 29, 2022, the note payable due to Mark Ollila with a principal balance of $8,000, and accrued interest of $1,450, or a total of $9,450, were exchanged into 1,542 shares of the Company's common stock prior to the Merger. |
Financing arrangements-advances
Financing arrangements-advances on future receipts | 12 Months Ended |
Dec. 31, 2022 | |
Financing Arrangements [Abstract] | |
Financing arrangements-advances on future receipts [Text Block] | 7. Financing arrangements-advances on future receipts During 2022, the Company entered into various lending agreements whereby the Company received secured advances from unaffiliated third parties totaling $355,103 for the purchase of future receipts/revenues of $435,682, resulting in a debt discount of $80,579. In addition, the Company assumed a lending agreement with a net balance of $138,987 related to the acquisition of Guru (See Note 3). At December 31, 2022, the outstanding principal balance on these agreements is $463,066 of which $438,387 will be paid in 2023 and $24,679 will be paid in early 2024. The unamortized discount balance on the agreements is $74,694 at December 31, 2022. |
PPP Loan
PPP Loan | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
PPP Loan [Text Block] | 8. PPP Loan On May 1, 2020, the Company received a loan of $265,952 pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a note dated May 1, 2020, had an original maturity date on April 30, 2022 and an interest rate of 1% per annum. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for certain qualifying expenses, as defined. In September 2021, the Company received notice that the PPP loan balance of $265,952 was forgiven, and a $265,952 gain on forgiveness of the CARES Act loan was recorded. |
Derivative liability
Derivative liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability [Text Block] | 9. Derivative liability During the year ended December 31, 2022, the Company issued warrants in connection with convertible notes payable (see Note 12). 2,250,000 of the warrants provide for a Black Scholes value calculation in the event of certain transactions ("Fundamental Transactions," as defined), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company's own equity shares. Accordingly, pursuant to ASC 815, the Company has classified the fair value of the warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The fair value on the date of issuance was $591,590. As a derivative, the warrant is adjusted to its fair value at the end of each reporting period. During the period from the note issuance through December 31, 2022, the fair value of the warrant decreased resulting in recognition of a gain on the change in fair value of $191,429. The fair value of the warrant at December 31, 2022 is $400,161. Fair value of warrants were calculated using a Black-Scholes model with the following inputs: December 31, 2022 October 27, 2022 Stock price on valuation date $0.19 - $ 0.28 Exercise price $0.32 $0.32 Expected term 4.8 years 5.0 years Discount rate 3.73% 4.19% Volatility 173.44% 175.24% Fair value Warrant liability 400,161 591,590 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases [Text Block] | 10. Leases The Company leases its office in San Diego. The lease, as amended, expires in January 2024. The initial ROU asset and liability were recorded in 2019 relating to this lease were calculated based on the future lease payments due under the lease discounted using an estimated incremental borrowing rate of 12.0%. In February 2021, the Company vacated the premises and pursuant to the terms of the lease agreement was considered in default. As a result, the balance of the ROU asset of $354,895 was impaired in 2021. Under the lease agreement, the Company was still obligated to pay the required lease payments. At December 31, 2021, the balance of accrued rent due under the agreement was $256,519 and the balance of the lease liability was $305,288. During 2022, the Company agreed to a settlement with the lessor to settle the amount due for $180,000. The Company recognized a gain on settlement of lease of $399,230 to reduce total outstanding liabilities associated with the lease of $579,230 ($305,669 in accrued rent payable and $273,561 in lease liability) to $180,000. The Company is making monthly payments of $10,000 in accordance with the settlement agreement. At December 31, 2022, the amount due on the settlement is $160,000. In February 2022, the Company entered into a short-term lease for an office space with payments due of $5,039 per month. During the years ended December 31, 2022 and 2021, rent expense of $72,900 and $81,146, respectively, was recognized. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | 11. Stockholders' Equity During the year ended December 31, 2022, the Company issued 120,923,570 shares of its common stock as follows: Shares issued upon mergers and acquisitions During the year ended December 31, 2022, the Company issued 35,559,027 in connection with the reverse acquisition with Live Current Media, Inc. (see Note 2). The Company also issued 3,000,000 shares of common stock for in connection with the acquisition of Guru Experience Co (see Note 3). Shares issued upon conversion of Preferred Stock At December 31, 2021, Evasyst had 907,232 shares of preferred stock outstanding. In April 2022, prior to the Merger, all of the outstanding shares of preferred shares were converted into 40,652,380 shares of the Evasyst's common stock. Shares issued for compensation and other payables On March 29, 2022, the board of directors of the Evasyst approved shares of common stock to be issued for services to Mark Ollila, CEO of Evasyst. and Justin Weissberg, Chairman of Evasyst, with a fair value of $750,000 and $214,000, respectively. The shares authorized to be issued for compensation on March 29, 2022, were subsequently modified on April 20, 2022, to include vesting terms over a period of eight years. Upon completion of the Merger, all vesting of Evasyst shares were accelerated as consistent with the Company's Stock Plan. Mr. Ollila and Mr. Weissberg's compensation was calculated based upon the number of Live Current shares that each individual received upon the merger multiplied by the trading price of Live Current shares on the date of the board authorized the compensation. In addition, shares with a fair value of $56,002 were authorized to satisfy an outstanding promissory note and accrued interest totaling $9,450 to Mr. Ollila, $24,768 of accrued wages due to Mr. Ollila, $9,000 accrued wages due to Mr. Weissberg, and $12,784 due for shares issuable for stock options exercised. In April 2022, prior to the Merger, the Company issued 9,877,750 shares of common stock valued at $1,020,002 to settle the above payables. Shares issued upon conversion of convertible notes Prior to the Merger, the balance of Evasyst convertible notes was $3,346,510 and accrued interest was $236,560, and the total of $3,583,070 was converted into 26,212,690 shares of Evasyst common stock. Shares issued upon exercise of options At December 31, 2021, Evasyst had options outstanding exercisable into 8,133,012 shares of common stock. In March 2022, 2,511,332 options were exercised for total proceeds of $12,784 (see shares issued for compensation and other payables above). In April 2022, prior to the Merger, the remaining 5,621,723 outstanding options were exercised on a cashless basis. Common stock to be issued At December 31, 2022, the Company has a total of 1,106,639 shares of its common stock valued at $248,994 issuable for the acquisition of assets from PowerSpike (see Note 3). Stock subscription receivable and related interest receivable At December 31, 2021, the Company had a stock subscription receivable balance of $87,190 with accrued interest receivable of $8,505. During the year ended December 31, 2022, the Company determined that the receivables will not be collected and recognized a lost for the total of $96,432. |
Stock options
Stock options | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock options [Text Block] | 12. Stock options The activity in the Company's outstanding stock options for the years ended December 31, 2022 and 2021 is as follows: Number of Weighted Weighted Balance December 31, 2021 and 2020 8,133,013 - - Assumed in reverse acquisition 1,300,000 $ 0.10 0.02 Exercise (8,133,013 ) - Expired - - Forfeited (200,000 ) - Balance December 31, 2022 1,100,000 $ 0.10 0.02 At the December 31, 2022, outstanding options expire in January 2023 and have intrinsic value of $99,000. |
Stock warrants
Stock warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock warrants [Text Block] | 13. Stock warrants The activity in the Company's outstanding stock warrants for the years ended December 31, 2022 and 2021 is as follows: Number of Weighted Weighted Balance December 31, 2021 and 2020 - $ - - Assumed in reverse acquisition 5,684,294 0.60 Issued in connection with convertible debt 2,729,167 0.32 Exercise - - Expired - - Balance December 31, 2022 8,413,461 $ 0.51 4.4 On April 23, 2023 in connection with its reverse acquisition with Live Current (see Note 2), the Company assumed warrants to purchase 5,684,294 of its common stock. In October 2022, the Company issued 2,250,000 warrants in connection with convertible notes payable (See Note 5). These warrants contained features that require them to be accounted for as a derivative liability (see Note 9). In December 2022, the Company issued 479,167 warrants issued in connection with notes payable that had a fair value of $112,986 and a relative value of $39,626. Terms of these warrants did not require them to be accounted for as a derivative liability. |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Investment And Royalties [Abstract] | |
Equity Investments [Text Block] | 14. Equity Investments Upon the completion of the Merger on April 22, 2022, the Company acquired Live Current's investment in warrants exercisable into 2,000,000 shares of Cell MedX Corp ("CMXC"). 1,000,000 of the warrants are exercisable at $0.50 per shares, 1,000,000 of the warrants are exercisable at $1.00 per share, and all the warrants expire January 31, 2023. On December 31, 2022, the fair value of the warrants was $0. During the year ended December 31, 2022, the Company recognized a change in the fair value of the warrant of $46,038 which is included in other income (loss) on the consolidated statement of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 15. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2022 and 2021 due to ongoing net losses and a valuation allowance. The income tax provision (benefit) for the years ended December 31, 2022 and 2021 differ from the statutory rate of 21% as follows: 2022 2021 Benefit computed using the statutory rate $ (3,189,000 ) $ (82,000 ) Impact of state income tax (1,008,000 ) (26,000 ) Non-deductible (taxable) items 2,687,000 (73,000 ) Change in valuation allowance 1,510,000 181,000 Total income tax provision (benefit) $ - $ - At December 31, 2022 and 2021, the Company had net deferred tax assets as follows: 2022 2021 Net operating loss carryforwards $ 2,992,000 $ 1,483,000 Capitalized assets 776,000 826,000 Lease liability - 84,000 Finance-related 188,000 - 3,956,000 2,393,000 Valuation allowance (3,880,000 ) (2,370,000 ) Deferred tax assets 76,000 23,000 Warrant derivative (53,000 ) Other (23,000 ) (23,000 ) Deferred tax liabilities (76,000 ) (23,000 ) Net deferred tax assets $ - $ - As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset exists at December 31, 2022 and 2021. At December 31, 2022 the Company had net operating loss carry forwards of approximately $10.8 million for federal and state purposes. Utilization of the carryforwards is limited to 80% of taxable income in any given year. In 2022, the Company acquired two companies that have net operating loss carryforwards. Due to limitations, it is possible that a portion of carryforward will not be available to offset the Company's future taxable income. The Company is currently assessing these potential limitations. The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the fiscal years 2019 through 2021. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 16. Subsequent Events In January 2023, the Company acquired Gofamer Oy ("Gofamer"). The Company agreed to issu e 1.1 million shares of its common stock with a fair value of approximately $211,000 as total consideration for Gofamer. and C On January 10, 2023 (as part of the October 2022 Convertible Note transaction), the Company issued a note to Oscar Borgström with a principal balance of $100,000 that bears interest at 4.0% per annum and matures in two years. The Company issued warrants to the note holder to purchase up to 479,167 shares of common stock at an exercise price of $0.32 per share for a term of five years from the date of issuance. Effective January 18, 2023, the Company amended its articles of incorporation and increased the number of authorized shares of common stock, par value $0.001 from 500,000,000 shares of common stock to 850,000,000 shares of common stock. In addition, the Company created a class of preferred stock, par value $0.001 and authorized the issuance of up to 100,000,000 shares of preferred stock. The company signed a strategic advisory agreement with Maxim Investment Bank, effective March 3, 2023. The Company will issue to Maxim up to 2,500,000 shares of the Company's common stock, including 1,250,000 shares of Common Stock upon the execution of the agreement, and upon an uplisting of the Company's Common Stock to a national securities exchange (Nasdaq or NYSE), the lesser of (i) 1,250,000 shares of Common Stock and (ii) the number of shares of Common Stock having a market value of $175,000 based upon the closing price of the Common Stock on the date of completion of such uplisting. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business Live Current Media, Inc. was incorporated under the laws of the State of Nevada on October 10, 1995. Evasyst Inc. ("Evasyst") was a private company founded on December 18, 2015, in San Diego California, that operates a social video application called KAST. On April 22, 2022, Live Current Media completed its reverse merger with Evasyst (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Company (see Note 2). As used herein, "Live Current" refers to the Company as it existed prior to the Merger, and the "Company" refers to the consolidated accounts of Live Current and its wholly owned subsidiary Evasyst after the Merger. Accordingly, the accompanying consolidated financial statements are the historical consolidated financial statements of Evasyst for all periods presented and include the net assets and results of operations of Live Current after April 22, 2022 (see Note 2). During the year ended December 31, 2022, the Company acquired the business of Guru Experience, Co. ("Guru), and acquired certain assets from PowerSpike, Inc. (see Note 3). |
Going concern [Policy Text Block] | Going concern The accompanying consolidated financial statements prepared under the assumption that the Company will continue as a going concern. The Company has not achieved profitable operations, has incurred recurring operating losses since inception, and has negative working capital at December 31, 2022. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should the Company be unable to continue as a going concern. |
Inflation and Economic Disruption [Policy Text Block] | Inflation and Economic Disruption Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our services and products, which could negatively affect our financial performance. We cannot predict the timing or magnitude of an economic slowdown or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations. |
COVID 19 [Policy Text Block] | COVID-19 The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities as businesses and governments implemented broad actions to mitigate this public health crisis. Management believes that the Company's financial results for the twelve months ended December 31, 2022 have not been materially affected by COVID-19. The extent to which COVID-19 may impact the Company's business activities and capital raising efforts will depend on future developments, which are uncertain and cannot be predicted. |
Basis of Consolidation [Policy Text Block] | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying consolidated financial statements prior to the closing of the Merger include the accounts and operations of Evasyst as Evasyst was determined to be the accounting acquirer for financial reporting purposes. The consolidated financial statements subsequent to the closing of the Merger include the accounts of the Company and its wholly owned subsidiaries Evasyst and Guru. All intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, revenue recognition, allowance for doubtful accounts, depreciable lives of assets, accruals for potential liabilities, and assumptions used in the determination of the Company's liquidity. Actual results could differ materially from those estimates. |
Revenue Recognition [Policy Text Block] | Revenue Recognition The Company recognizes revenue based on contracts with customers. A customer contract exists when both parties have approved the contract and are committed to perform their respective obligations, each party's rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled. The Company derives revenue primarily from subscription- based services. Revenues are recognized when control of these services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company derives revenues from the following sources: • • T he Company’s subscriptions services are generally sold as monthly, annual, or multi-year initial terms with renewal provisions on expiration of the initial term. Subscription services are generally payable in advance on a monthly or annual basis over the term of the subscription arrangement, which are typically noncancelable. The Company recognizes def erred revenue at each period end for contracts that have subscriptions that have been paid but expire after p eriod end. The Company’s subscription contracts do not have a significant financin g component and customer invoices are paid upfront. There is no significant variable consideration related to these arrangements. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. When an arrangement contains multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company allocates the transaction price to each performance obligation in a contract based on its relative standalone selling price. Noncancelable software subscription maintenance support services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress, and the Company has concluded that they represent one combined performance obligation and revenue is recognized ratably over the contract period. |
Deferred Revenue [Policy Text Block] | Deferred Revenue Contract liabilities consist of deferred revenue and include payments received in advance of performance under contracts associated with software subscriptions. Such amounts are recognized as revenue over the contractual period. |
Cash and cash equivalents [Policy Text Block] | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash primarily consists of bank demand deposits maintained by a major financial institution. The Company's policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the "FDIC"). The Company may periodically have cash balances in financial institutions in excess of the FDIC insurance limit of $250,000 per account per institution. The Company has not experienced any losses to date resulting from this policy. |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on several factors. In circumstances where it becomes aware of a specific customer's inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At December 31, 2022 and 2021, the Company had no reserve recorded for uncollectible accounts receivable. |
Fixed Assets [Policy Text Block] | Fixed Assets Fixed assets are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives of equipment range from three to five years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals that extend the life of the assets are capitalized when incurred. Management assesses the carrying value of equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2022 and 2021, the Company determined there were no indicators of impairment of its equipment. |
Intangible assets [Policy Text Block] | Intangible assets Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize definite-lived intangible assets on a straight-line basis, generally over periods ranging from one to ten years. Costs incurred to renew or extend the life of our intangible assets are capitalized. We review intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group are not recoverable, impairment is measured and recorded as the amount by which the carrying value exceeds its fair value. |
Goodwill [Policy Text Block] | Goodwill Goodwill represents the cost in excess of the consideration paid over the fair value of net assets acquired in a business combination. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. The Company evaluates reporting units periodically. Goodwill is tested for impairment at the reporting unit level on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We assess our goodwill for impairment at least annually as of October 1, unless events or a change in circumstances indicate an earlier impairment. |
Income Taxes [Policy Text Block] | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Leases [Policy Text Block] | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company's right to use an underlying asset during the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Stock-Based Compensation [Policy Text Block] | Stock-Based Compensation The Company periodically issues stock options, warrants, and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Such awards are generally time or performance vested and are measured at the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. The fair value of stock options or warrant granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The fair value of stock awards is generally based on the trading price of the Company's common stock. Forfeitures of awards are recognized upon occurrence. |
Advertising Expense [Policy Text Block] | Advertising Expense Advertising costs are expensed as incurred. For the years ended December 31, 2022 and 2021, advertising cost totaled $170,653 and $4,095, respectively. |
Fair Value of Financial Instruments [Policy Text Block] | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 Level 2 Level 3 The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2022: As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 400,161 - - $ 400,161 Total liabilities at fair value $ 400,161 - - $ 400,161 As of December 31, 2021, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: 2022 Warrant liability Balance as of beginning of period - December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 591,590 Change in fair value (191,429 ) Balance as of end of period - December 31, 2022 $ 400,161 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, accounts payable and accrued liabilities, and convertible notes) approximates fair value due to the short-term nature of such instruments. |
Net Loss per Share [Policy Text Block] | Net Loss per Share The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. The Company does not include the impact of any potentially dilutive common stock equivalents in its basic earnings (loss) per share calculations. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion of common shares, except where their inclusion would be anti-dilutive. For the years ended December 31, 2022 and 2021, the Company had the following securities are excluded from the calculation of diluted income per share as their effect would have been anti-dilutive to the net loss for the periods. 2022 2021 Stock options 1,100,000 8,133,012 Stock purchase warrants 8,413,461 - Convertible debt 18,459,760 - Stock payable 1,106,639 - 29,079,860 8,133,012 |
Concentrations [Policy Text Block] | Concentrations Revenues Accounts receivable |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses ("CECL") to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06") "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)." ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity's own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of fair value liabilities measured on recurring basis [Table Text Block] | As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 400,161 - - $ 400,161 Total liabilities at fair value $ 400,161 - - $ 400,161 |
Schedule of fair value liabilities measured on recurring basis unobservable input reconciliation [Table Text Block] | 2022 Warrant liability Balance as of beginning of period - December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 591,590 Change in fair value (191,429 ) Balance as of end of period - December 31, 2022 $ 400,161 |
Schedule of securities are excluded from the calculation of diluted income per share [Table Text Block] | 2022 2021 Stock options 1,100,000 8,133,012 Stock purchase warrants 8,413,461 - Convertible debt 18,459,760 - Stock payable 1,106,639 - 29,079,860 8,133,012 |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) - Evasyst Inc [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of purchase price consideration and provisional allocation to net assets acquired [Table Text Block] | Fair value of consideration Live Current shares of common stock $ 9,423,142 Live Current stock options 243,108 Total fair value of consideration $ 9,666,250 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents $ 2,355,065 Prepaid expenses and other assets 437,932 A cquisition related goodwill-provisional 8,406,199 Total assets acquired 11,199,196 Liabilities Accounts payable accrued expenses (89,921 ) Convertible notes payable (1,443,025 ) Total liabilities assumed (1,532,946 ) Fair value of net assets acquired $ 9,666,250 |
Schedule of pro forma financial information [Table Text Block] | For the year ended December 31, 2022 2021 Revenue $ 488,018 $ 427,868 Earnings $ (16,343,210 ) $ (624,328 ) |
Acquisitions (Tables)
Acquisitions (Tables) - Guru Experience, Co. [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of purchase price consideration and provisional allocation to net assets acquired [Table Text Block] | Fair value of consideration Shares of common stock (3,000,000 shares at $0.23) $ 694,200 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents 70,725 Accounts receivable 129,365 Prepaid expenses and other assets 54,508 Fixed assets 23,613 Acquisition related goodwill-provisional 852,242 Total assets acquired 1,130,453 Liabilities Accounts payable accrued expenses (178,948 ) Deferred subscription revenue (118,318 ) Financing arrangements (138,987 ) Total liabilities assumed (436,253 ) Fair value of net assets acquired $ 694,200 |
Schedule of pro forma financial information [Table Text Block] | For the year ended December 31, 2022 2021 Revenue $ 1,288,380 $ 1,186,091 Earnings $ (16,260,954 ) $ (4,681,383 ) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment [Table Text Block] | December 31, 2022 2021 Computer equipment and software $ 192,756 $ 45,935 Furniture and fixtures 41,319 21,230 234,075 67,165 Less accumulated depreciation and amortization (118,286 ) (54,416 ) $ 115,789 $ 12,749 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable [Table Text Block] | December 31, 2022 2021 Convertible notes payable (a) (includes $324,000 due to related party) $ 3,116,880 $ - Convertible note payable, secured, due to officer (b) 115,000 - Convertible notes payable (c ) - 2,715,343 3,231,880 2,715,343 Debt discount (2,448,101 ) - Total 783,779 2,715,343 Convertible notes (511,759 ) (2,715,343 ) Convertible notes-related parties $ 272,020 - |
Schedule of notes information [Table Text Block] | Total Face value of convertible notes $ 2,576,880 Original issue discount (190,880 ) Legal and brokerage fees recorded as discount (217,874 ) Allocation of proceeds to warrants recorded as discount (773,786 ) Allocation of proceeds to convertible notes upon issuance 1,394,340 Amortization of discount to April 22, 2022 48,685 Convertible note payable, net of discount at April 22, 2022 $ 1,443,025 |
Derivative liability (Tables)
Derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of warrants calculated using a Black-Scholes model [Tale Text Block] | December 31, 2022 October 27, 2022 Stock price on valuation date $0.19 - $ 0.28 Exercise price $0.32 $0.32 Expected term 4.8 years 5.0 years Discount rate 3.73% 4.19% Volatility 173.44% 175.24% Fair value Warrant liability 400,161 591,590 |
Stock options (Tables)
Stock options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of Weighted Weighted Balance December 31, 2021 and 2020 8,133,013 - - Assumed in reverse acquisition 1,300,000 $ 0.10 0.02 Exercise (8,133,013 ) - Expired - - Forfeited (200,000 ) - Balance December 31, 2022 1,100,000 $ 0.10 0.02 |
Stock warrants (Tables)
Stock warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of outstanding stock purchase warrants [Table Text Block] | Number of Weighted Weighted Balance December 31, 2021 and 2020 - $ - - Assumed in reverse acquisition 5,684,294 0.60 Issued in connection with convertible debt 2,729,167 0.32 Exercise - - Expired - - Balance December 31, 2022 8,413,461 $ 0.51 4.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation [Table Text Block] | 2022 2021 Benefit computed using the statutory rate $ (3,189,000 ) $ (82,000 ) Impact of state income tax (1,008,000 ) (26,000 ) Non-deductible (taxable) items 2,687,000 (73,000 ) Change in valuation allowance 1,510,000 181,000 Total income tax provision (benefit) $ - $ - |
Schedule of deferred tax assets and liabilities [Table Text Block] | 2022 2021 Net operating loss carryforwards $ 2,992,000 $ 1,483,000 Capitalized assets 776,000 826,000 Lease liability - 84,000 Finance-related 188,000 - 3,956,000 2,393,000 Valuation allowance (3,880,000 ) (2,370,000 ) Deferred tax assets 76,000 23,000 Warrant derivative (53,000 ) Other (23,000 ) (23,000 ) Deferred tax liabilities (76,000 ) (23,000 ) Net deferred tax assets $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Advertising Expense | $ 170,653 | $ 4,095 |
Revenue [Member] | Customer [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | 10% |
Accounts Receivable [Member] | Customer One [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 27% | |
Accounts Receivable [Member] | Customer Two [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 20% | |
Accounts Receivable [Member] | Customer Three [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 18% | |
Accounts Receivable [Member] | Customer Four [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 12% | |
Accounts Receivable [Member] | Customer Five [Member] | Guru Experience Company [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 11% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of fair value liabilities measured on recurring basis (Details) - Recurring basis [Member] | Dec. 31, 2022 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Line Items | |
Warrant liability | $ 400,161 |
Total liabilities at fair value | 400,161 |
Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Line Items | |
Warrant liability | 0 |
Total liabilities at fair value | 0 |
Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Line Items | |
Warrant liability | 0 |
Total liabilities at fair value | 0 |
Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Line Items | |
Warrant liability | 400,161 |
Total liabilities at fair value | $ 400,161 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of fair value liabilities measured on recurring basis unobservable input reconciliation (Details) - Recurring basis [Member] - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Line Items | |
Balance as of beginning of period - December 31, 2021 | $ 0 |
Fair value of warrant liability recognized upon issuance of warrants | 591,590 |
Change in fair value | (191,429) |
Balance as of end of period - December 31, 2022 | $ 400,161 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Schedule of anti-dilutive securities are excluded from the calculation of diluted income per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 29,079,860 | 8,133,012 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,100,000 | 8,133,012 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 8,413,461 | 0 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 18,459,760 | 0 |
Stock Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,106,639 | 0 |
Reverse Acquisition (Narrative)
Reverse Acquisition (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Options outstanding | 1,100,000 | 8,133,013 | 8,133,013 | |
Common stock shares outstanding | 160,559,027 | 42,635,457 | ||
Revenue | $ 488,018 | $ 427,868 | ||
Net income (loss) | (16,343,210) | $ (624,328) | ||
Evasyst [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 9,666,250 | |||
Number of shares retained | 35,559,027 | |||
Ownership percentage | 22% | |||
Number of shares in right to receive | 125,000,000 | |||
Number of common shares issued | 35,559,027 | |||
Fair value of common shares issued | $ 9,423,142 | |||
Exercise price | $ 0.1 | |||
Stock price | $ 0.265 | |||
Weighted average volatility | 148.28% | |||
Discount rate | 0.43% | |||
Weighted average term | 8 months 1 day | |||
Business acquisition, impairment loss | 8,406,199 | |||
Revenue | 321,771 | |||
Net income (loss) | $ 730,822 | |||
Former Stockholders of Evasyst [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares owned | 125,000,000 | |||
Ownership percentage | 78% | |||
Common Stock [Member] | Evasyst [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 9,423,142 | |||
Stock Option [Member] | Evasyst [Member] | ||||
Business Acquisition [Line Items] | ||||
Options outstanding | 1,100,000 | |||
Consideration transferred | $ 243,108 |
Reverse Acquisition - Schedule
Reverse Acquisition - Schedule of assets acquired and liabilities assumed (Details) - Evasyst Inc [Member] | 1 Months Ended |
Apr. 22, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Fair value of consideration | $ 9,666,250 |
Assets | |
Cash and cash equivalents | 2,355,065 |
Prepaid expenses and other assets | 437,932 |
Acquisition related goodwill-provisional | 8,406,199 |
Total assets acquired | 11,199,196 |
Liabilities | |
Accounts payable accrued expenses | (89,921) |
Convertible notes payable | (1,443,025) |
Total liabilities assumed | (1,532,946) |
Fair value of net assets acquired | 9,666,250 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Fair value of consideration | 9,423,142 |
Stock Option [Member] | |
Business Acquisition [Line Items] | |
Fair value of consideration | $ 243,108 |
Reverse Acquisition - Schedul_2
Reverse Acquisition - Schedule of pro-forma financial information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 488,018 | $ 427,868 |
Earnings | $ (16,343,210) | $ (624,328) |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 09, 2022 USD ($) shares | Jun. 07, 2022 EUR (€) | Jun. 07, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 23, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Oct. 27, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Principal amount of note | $ 435,682 | $ 435,682 | $ 540,000 | |||||
Revenue | 488,018 | $ 427,868 | ||||||
Net income | (16,343,210) | (624,328) | ||||||
Guru Experience, Co. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued, business combination | shares | 3,000,000 | |||||||
Business acquisition, impairment loss goodwill | 852,242 | |||||||
Revenue | 166,247 | 1,288,380 | 1,186,091 | |||||
Net income | $ 10,844 | $ (16,260,954) | $ (4,681,383) | |||||
Net assumed liabilities | $ 436,253 | |||||||
Provisional value of recorded assets | 1,130,453 | |||||||
Guru Experience, Co. [Member] | Convertible notes payable [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount of note | $ 675,000 | |||||||
Number of shares issued, business combination | shares | 3,000,000 | |||||||
Description of equity interests issued | Guru Note Holders have agreed not to sell or otherwise transfer the shares of the Company's issued to them pursuant to the Note Cancellation Agreement for a period of six months following the completion of the acquisition. | |||||||
PowerSpike, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued, business combination | shares | 1,106,639 | 1,106,639 | ||||||
Fair value of the shares issued | $ 248,994 | |||||||
Net assumed liabilities | 84,989 | |||||||
Provisional value of recorded assets | $ 333,983 | |||||||
Impairment of intangibles | $ 333,983 | |||||||
Neverthink.TV [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | € 11,000 | $ 11,800 | ||||||
Business acquisition, other costs | $ 2,500 |
Acquisitions - Schedule of fair
Acquisitions - Schedule of fair value of net assets acquired (Details) - Guru Experience, Co. [Member] - USD ($) | 1 Months Ended | |
Nov. 23, 2022 | Dec. 31, 2022 | |
Fair value of consideration | ||
Shares of common stock (3,000,000 shares at $0.23) | $ 694,200 | |
Assets | ||
Cash and cash equivalents | 70,725 | |
Accounts receivable | 129,365 | |
Prepaid expenses and other assets | 54,508 | |
Fixed assets | 23,613 | |
Acquisition related goodwill-provisional | 852,242 | |
Total assets acquired | 1,130,453 | |
Liabilities | ||
Accounts payable accrued expenses | (178,948) | |
Deferred subscription revenue | (118,318) | |
Financing arrangements | (138,987) | $ (138,987) |
Total liabilities assumed | (436,253) | |
Fair value of net assets acquired | $ 694,200 | |
Number of shares issued, business combination | 3,000,000 | |
Business acquisition, share price (in dollars per share) | $ 0.23 |
Acquisitions - Schedule of pro
Acquisitions - Schedule of pro forma financial information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Revenue | $ 488,018 | $ 427,868 | |
Earnings | (16,343,210) | (624,328) | |
Guru Experience, Co. [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | $ 166,247 | 1,288,380 | 1,186,091 |
Earnings | $ 10,844 | $ (16,260,954) | $ (4,681,383) |
Property and Equipment, net (Na
Property and Equipment, net (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,810 | $ 19,665 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of property, plant and equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 234,075 | $ 67,165 |
Less accumulated depreciation and amortization | (118,286) | (54,416) |
Property and equipment, net | 115,789 | 12,749 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 192,756 | 45,935 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41,319 | $ 21,230 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 06, 2022 | Oct. 31, 2022 | Apr. 23, 2023 | Oct. 27, 2022 | Apr. 22, 2022 | Feb. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 1,620,000 | $ 3,231,880 | $ 2,715,343 | |||||
Convertible notes, interest rate per annum | 4% | |||||||
Convertible notes, maturity period | 2 years | |||||||
Initial conversion price | $ 0.18 | $ 0.18 | ||||||
Convertible note price reset | $ 1,690,000 | 1,690,000 | ||||||
Warrants to purchase shares of common | 5,684,294 | |||||||
Warrant exercise price | $ 0.18 | $ 0.18 | ||||||
Fair value of warrants | $ 591,590 | |||||||
Term of warrants | 5 years | |||||||
Unamortized debt discount | $ 1,327,000 | 2,448,101 | ||||||
Convertible note price reset recorded as financing expense | $ 363,000 | $ 363,000 | ||||||
Debt amortized term | 1 year 9 months 18 days | |||||||
Interest expense | $ 188,223 | |||||||
Convertible note, face value | $ 540,000 | 435,682 | ||||||
Fees paid related to debt | $ 96,633 | |||||||
Number of common shares called by warrants | 2,250,000 | |||||||
Proceeds from issuance of warrant | $ 403,367 | |||||||
Accrued interest on convertible debt | 89,632 | |||||||
Mark Ollilia [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes, interest rate per annum | 4% | |||||||
Convertible notes, maturity period | 2 years | |||||||
Original issue discount | $ 35,050 | |||||||
Outstanding balance of the notes payable | 115,000 | |||||||
Warrant exercise price | $ 0.32 | |||||||
Fair value of warrants | $ 46,823 | |||||||
Term of warrants | 5 years | |||||||
Unamortized debt discount | $ 74,667 | 71,965 | ||||||
Convertible note, face value | $ 115,000 | |||||||
Number of common shares called by warrants | 479,167 | |||||||
Note issued in exchange for cash | $ 79,960 | |||||||
Convertible Promissory February Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 1,620,000 | |||||||
Convertible Promissory March Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | 956,880 | |||||||
Debt issuance estimated fair value | $ 870,629 | |||||||
Warrants to purchase shares of common | 5,684,292 | |||||||
Number of shares issued as brokerage fee | 221,402 | |||||||
Value of shares issued as brokerage fee | $ 60,000 | |||||||
Legal fees | $ 135,000 | |||||||
Warrant exercise price | $ 0.6 | |||||||
Term of warrants | 5 years | |||||||
Convertible Promissory February and March Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 2,576,880 | |||||||
Convertible notes, interest rate per annum | 4% | |||||||
Convertible notes, maturity period | 2 years | |||||||
Initial conversion price | $ 0.34 | |||||||
Original issue discount | $ 190,880 | |||||||
Direct costs incurred | 195,000 | |||||||
Fair value of warrants | 792,629 | |||||||
Unamortized debt discount | 1,178,509 | |||||||
Interest expense | 89,632 | |||||||
Financing costs | $ 535,425 | |||||||
Note issued in exchange for cash | $ 2,386,000 | |||||||
Evasyst Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 3,346,510 | 2,715,343 | ||||||
Interest expense | 236,560 | 210,013 | ||||||
Evasyst Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 3,583,070 | |||||||
Number of shares converted | 26,212,690 | |||||||
Related Party Transactions [Member] | Evasyst Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | 911,905 | |||||||
Interest expense | $ 93,044 | |||||||
Consulting Services [Member] | Evasyst Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes issue | $ 631,167 | |||||||
Minimum [Member] | Convertible Promissory February and March Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial conversion price | $ 0.34 | |||||||
Maximum [Member] | Convertible Promissory February and March Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial conversion price | $ 0.18 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of convertible notes payable (Details) - USD ($) | Dec. 31, 2022 | Oct. 27, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 3,231,880 | $ 1,620,000 | $ 2,715,343 |
Debt discount | (2,448,101) | 0 | |
Total | 783,779 | 2,715,343 | |
Convertible notes | (511,759) | (2,715,343) | |
Convertible notes-related parties | 272,020 | 0 | |
Due to related party | 324,000 | ||
Convertible notes payable (a) (includes $324,000 due to related party) [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 3,116,880 | 0 | |
Convertible note payable, secured, due to officer (b) [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 115,000 | 0 | |
Convertible notes payable (c) [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 0 | $ 2,715,343 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of notes information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 27, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Original issue discount | $ (2,448,101) | $ (1,327,000) | |
Allocation of proceeds to warrants recorded as discount | $ (403,367) | ||
Convertible notes payable [Member] | |||
Short-Term Debt [Line Items] | |||
Face value of convertible notes | 2,576,880 | ||
Original issue discount | (190,880) | ||
Legal and brokerage fees recorded as discount | (217,874) | ||
Allocation of proceeds to warrants recorded as discount | (773,786) | ||
Allocation of proceeds to convertible notes upon issuance | 1,394,340 | ||
Amortization of discount to April 22, 2022 | 48,685 | ||
Convertible note payable, net of discount at April 22, 2022 | $ 1,443,025 |
Promissory notes, secured (Narr
Promissory notes, secured (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 06, 2022 | Mar. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2022 | Apr. 22, 2022 | Mar. 14, 2022 | Feb. 17, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Secured notes payable | $ 38,000 | ||||||||
Convertible note, face value | $ 435,682 | $ 540,000 | |||||||
Convertible notes, interest rate per annum | 4% | ||||||||
Accrued interest of debt | 188,223 | ||||||||
Borrowings under convertible debt issued with warrants | $ 498,327 | 0 | |||||||
Evasyst [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note receivable due from Evasyst | $ 50,000 | ||||||||
Secured promissory notes [Member] | Mark Ollila [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, face value | $ 8,000 | $ 8,000 | |||||||
Convertible notes, interest rate per annum | 18% | ||||||||
Accrued interest of debt | 1,450 | ||||||||
Value of shares issued on conversion of secured promissory notes | $ 9,450 | ||||||||
Shares issued on conversion of secured promissory note | 1,542 | ||||||||
Secured promissory notes [Member] | Evasyst [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, face value | $ 30,000 | ||||||||
Convertible notes, interest rate per annum | 18% | 18% | 18% | ||||||
Accrued interest of debt | $ 3,124 | ||||||||
Note receivable due from Evasyst | $ 25,000 | $ 25,000 |
Financing arrangements-advanc_2
Financing arrangements-advances on future receipts (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Nov. 23, 2022 | Oct. 31, 2022 | Oct. 27, 2022 | |
Business Acquisition [Line Items] | ||||
Net proceeds of agreement | $ 355,103 | |||
Convertible note, face value | 435,682 | $ 540,000 | ||
Debt discount | $ 80,579 | |||
Payment terms | the outstanding principal balance on these agreements is $463,066 of which $438,387 will be paid in 2023 and $24,679 will be paid in early 2024. | |||
Unamortized discount balance on agreements | $ 2,448,101 | $ 1,327,000 | ||
Guru Experience, Co. [Member] | ||||
Business Acquisition [Line Items] | ||||
Financing arrangements | 138,987 | $ 138,987 | ||
Unamortized discount balance on agreements | $ 74,694 |
PPP Loan (Narrative) (Details)
PPP Loan (Narrative) (Details) - USD ($) | 12 Months Ended | |||
May 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2022 | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 435,682 | $ 540,000 | ||
Gain on forgiveness of CARES Act loan | $ 0 | $ 265,952 | ||
Amount of loan forgiven | $ 265,952 | |||
Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 265,952 | |||
Loan interest rate | 1% |
Derivative liability (Narrative
Derivative liability (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 27, 2022 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants issued in connection with convertible notes payable | 2,250,000 | |
Fair value warrant liability | $ 400,161 | |
Fair value of the warrant decreased | 191,429 | |
Warrant liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value warrant liability | $ 591,590 | $ 400,161 |
Derivative liability - Schedule
Derivative liability - Schedule of fair value of warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 27, 2022 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value warrant liability | $ 400,161 | |
Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price on valuation date | $ 0.28 | $ 0.19 |
Exercise price | $ 0.32 | $ 0.32 |
Expected term | 5 years | 4 years 9 months 18 days |
Discount rate | 4.19% | 3.73% |
Volatility | 175.24% | 173.44% |
Fair value warrant liability | $ 591,590 | $ 400,161 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Leases [Abstract] | |||||
Estimated incremental borrowing rate | 12% | ||||
Impairment of right to use lease asset | $ 0 | $ 354,895 | |||
Accrued rent payable | 160,000 | 256,519 | |||
Lease liability | 273,561 | 305,288 | |||
Settlement of lease amount Due | 180,000 | ||||
Gain on settlement of lease | $ 399,230 | 399,230 | 0 | ||
Total outstanding liabilities, operating lease | 579,230 | ||||
Accrued rent payable | 305,669 | ||||
Reduced total outstanding liabilities, operating lease | 180,000 | ||||
Monthly payments | $ 5,039 | ||||
Monthly rent amount | 10,000 | ||||
Rent expense | $ 72,900 | $ 81,146 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 09, 2022 | Apr. 30, 2022 | Apr. 22, 2022 | Mar. 31, 2022 | Mar. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2022 | |
Class of Stock [Line Items] | ||||||||
Common stock shares issued | 120,923,570 | |||||||
Preferred stock outstanding | 0 | 907,232 | ||||||
Compensation | $ 964,000 | $ 0 | ||||||
Interest expense | 188,223 | |||||||
Convertible notes issue | 3,231,880 | 2,715,343 | $ 1,620,000 | |||||
Loss on cancellation of subscription receivable and related interest receivable | 96,432 | 0 | ||||||
Amount of receivables will not be collected and recognized lost | 96,432 | |||||||
Proceeds from options exercised | 12,784 | 0 | ||||||
Stock subscription receivable | $ 0 | 87,190 | ||||||
Accrued interest receivable | $ 8,505 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares assumed as a result of reverse acquisition (shares) | 35,559,027 | |||||||
Preferred stock converted | (40,652,380) | |||||||
Number of stock options exercised | 5,621,723 | |||||||
Number of common stock issued to settle stock payable | 7,366,460 | |||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock converted | 907,232 | |||||||
Evasyst Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock options exercised | 5,621,723 | 2,511,332 | ||||||
Number of shares converted | 8,133,012 | |||||||
Acquisition of number of shares | 35,559,027 | |||||||
Evasyst Inc [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock converted | 40,652,380 | |||||||
Evasyst Inc [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock outstanding | 907,232 | |||||||
Guru Experience Co [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition of number of shares | 3,000,000 | |||||||
PowerSpike, Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition of number of shares | 1,106,639 | 1,106,639 | ||||||
Fair value of shares issued | $ 248,994 | |||||||
Equity Option [Member] | Mr. Ollila [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | $ 750,000 | |||||||
Equity Option [Member] | Mr. Weissberg [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | 214,000 | |||||||
Equity Option [Member] | Evasyst Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued to settle stock payable | 9,877,750 | |||||||
Stock payable | $ 1,020,002 | |||||||
Proceeds from options exercised | 12,784 | |||||||
Equity Option [Member] | Evasyst Inc [Member] | Mr. Ollila [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | 56,002 | |||||||
Interest expense | 9,450 | |||||||
Accrued wages due | 24,768 | |||||||
Equity Option [Member] | Evasyst Inc [Member] | Mr. Weissberg [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued wages due | $ 9,000 | |||||||
Evasyst Convertible Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Interest expense | 236,560 | $ 210,013 | ||||||
Convertible notes issue | 3,346,510 | $ 2,715,343 | ||||||
Evasyst Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible notes issue | $ 3,583,070 | |||||||
Number of shares converted | 26,212,690 |
Stock options (Narrative) (Deta
Stock options (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Options expired intrinsic value | $ 99,000 |
Stock options - Schedule of out
Stock options - Schedule of outstanding stock options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, beginning of period | 8,133,013 | 8,133,013 |
Options outstanding, weighted average exercise price, beginning of period | $ 0 | $ 0 |
Number of options, assumed in reverse acquisition | 1,300,000 | 1,300,000 |
Weighted average exercise price, Options assumed in reverse acquisition | $ 0.1 | $ 0.1 |
Weighted average remaining term acquired in reverse acquisition, Options assumed in reverse acquisition | 7 days | |
Number of options, Exercise | (8,133,013) | (8,133,013) |
Weighted average exercise price of options, Exercise | $ 0 | $ 0 |
Number of options, Expired | 0 | 0 |
Weighted average exercise price of options, Expired | $ 0 | $ 0 |
Number of options, Forfeited | (200,000) | (200,000) |
Weighted average exercise price of options, Forfeited | $ 0 | $ 0 |
Number of options, end of period | 1,100,000 | 8,133,013 |
Options outstanding, weighted average exercise price, end of period | $ 0.1 | $ 0 |
Weighted Average Remaining Term | 7 days |
Stock warrants (Narrative) (Det
Stock warrants (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 23, 2023 | Oct. 31, 2022 | Oct. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Fair value of warrants | $ 591,590 | ||||
Fair value of warrant | $ (191,429) | $ 0 | |||
Warrants to purchase shares of common | 5,684,294 | ||||
Number of other warrants in connection with notes payable | 479,167 | ||||
Fair value of other warrants in connection with notes payable | $ 112,986 | ||||
Relative value of other warrants in connection with notes payable | $ 39,626 | ||||
Warrant exercise price | $ 0.18 | $ 0.18 | |||
Convertible notes payable [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Total number of issuance of warrants requirement of derivative | 2,250,000 |
Stock warrants - Schedule of ou
Stock warrants - Schedule of outstanding stock purchase warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of warrants, Outstanding, Beginning of Period | 0 | 0 |
Weighted Average Exercise Price, Outstanding, Beginning of Period | $ 0 | $ 0 |
Number of warrants, Assumed in reverse acquisition | 5,684,294 | 5,684,294 |
Weighted Average Exercise Price, Assumed in reverse acquisition | $ 0.6 | $ 0.6 |
Number of warrants, Issued in connection with convertible debt | 2,729,167 | 2,729,167 |
Weighted Average Exercise Price, Issued in connection with convertible debt | $ 0.32 | $ 0.32 |
Number of warrants, Exercise | 0 | 0 |
Weighted Average Exercise Price, Exercise | $ 0 | $ 0 |
Number of warrants, Expired | 0 | 0 |
Weighted Average Exercise Price, Expired | $ 0 | $ 0 |
Number of warrants, Outstanding, End of Period | 8,413,461 | 0 |
Weighted Average Exercise Price, Outstanding, End of Period | $ 0.51 | $ 0 |
Weighted Average Remaining Term | 4 years 4 months 24 days |
Equity Investments (Narrative)
Equity Investments (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | Apr. 22, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 2,250,000 | ||||
Fair value of warrants | $ 591,590 | ||||
Fair value of warrant | $ (191,429) | $ 0 | |||
Warrant exercise price | $ 0.18 | $ 0.18 | |||
Cell MedX Corp. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 2,000,000 | ||||
Fair value of warrants | 0 | ||||
Fair value of warrant | $ 46,038 | ||||
Cell MedX Corp. [Member] | Warrant exercise price 0.50 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 1,000,000 | ||||
Warrant exercise price | $ 0.5 | ||||
Cell MedX Corp. [Member] | Warrant exercise price 1.00 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 1,000,000 | ||||
Warrant exercise price | $ 1 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Effective income tax rate reconciliation, percent | 21% |
Operating loss carry forwards | $ 10.8 |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Benefit computed using the statutory rate | $ (3,189,000) | $ (82,000) |
Impact of state income tax | (1,008,000) | (26,000) |
Non-deductible (taxable) items | 2,687,000 | (73,000) |
Change in valuation allowance | 1,510,000 | 181,000 |
Total income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,992,000 | $ 1,483,000 |
Capitalized assets | 776,000 | 826,000 |
Lease liability | 0 | 84,000 |
Finance-related | 188,000 | 0 |
Deferred tax assets | 3,956,000 | 2,393,000 |
Valuation allowance | (3,880,000) | (2,370,000) |
Deferred tax assets, net, total | 76,000 | 23,000 |
Warrant derivative | (53,000) | |
Other | (23,000) | (23,000) |
Deferred tax liabilities | (76,000) | (23,000) |
Net deferred tax assets | $ 0 | $ 0 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | 1 Months Ended | |||||||
Jan. 18, 2023 | Jan. 10, 2023 | Jan. 01, 2023 | Apr. 23, 2023 | Oct. 27, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||
Convertible notes issue | $ 1,620,000 | $ 3,231,880 | $ 2,715,343 | |||||
Convertible notes, interest rate per annum | 4% | |||||||
Convertible notes, maturity period | 2 years | |||||||
Warrants to purchase shares of common | 5,684,294 | |||||||
Warrant exercise price | $ 0.18 | $ 0.18 | ||||||
Term of warrants | 5 years | |||||||
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 | ||||||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||||
Issuance of common stock | 160,559,027 | 42,635,457 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Par Value Per Share | $ 0.001 | |||||||
Common Stock, Shares Authorized | 500,000,000 | |||||||
Preferred Stock, Par Value Per Share | $ 0.001 | |||||||
Preferred Stock, Shares Authorized | 100,000,000 | |||||||
Subsequent Event [Member] | Gofamer [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common shares issued | 1,100,000 | |||||||
Fair value of consideration | $ 211,000 | |||||||
Subsequent Event [Member] | Convertible notes payable [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible notes issue | $ 100,000 | |||||||
Convertible notes, interest rate per annum | 4% | |||||||
Convertible notes, maturity period | 2 years | |||||||
Warrants to purchase shares of common | 479,167 | |||||||
Warrant exercise price | $ 0.32 | |||||||
Term of warrants | 5 years | |||||||
Subsequent Event [Member] | Maxim Investment Bank [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of common stock | 2,500,000 | |||||||
Execution of common stock | 1,250,000 | |||||||
Uplisting of number of common stock | 1,250,000 | |||||||
Market value of common stock | $ 175,000 |