Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 23, 2024 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-51302 | ||
Entity Registrant Name | Madison Technologies Inc. | ||
Entity Central Index Key | 0001318268 | ||
Entity Tax Identification Number | 85-2151785 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2500 Westchester Avenue | ||
Entity Address, City or Town | Purchase | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10577 | ||
City Area Code | (212) | ||
Local Phone Number | 257-4193 | ||
Title of 12(b) Security | Common stock - $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 37,565,946 | ||
Entity Common Stock, Shares Outstanding | 1,603,095,243 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 729 | |
Prepaid expenses | 12,722 | |
Note receivables | 738,878 | |
Assets from discontinued operations | 11,726,332 | 15,859,685 |
Total Current Assets | 11,739,054 | 16,599,292 |
Intangible assets, net | 167,000 | |
Investments | 100 | 100 |
Total Assets | 11,739,154 | 16,766,392 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 741,399 | 283,024 |
Derivative liability | 4,429,329 | 3,464,529 |
Promissory notes | 936,112 | 491,741 |
Convertible notes | 1,883,295 | 850,000 |
Interest payable on senior secured notes | 3,300,000 | 453,750 |
Senior secured notes, net of discount | 14,599,240 | 12,919,392 |
Liabilities from discontinued operations | 2,582,902 | 1,977,273 |
Total liabilities | 28,472,277 | 20,439,709 |
STOCKHOLDERS’ DEFICIT | ||
Common Shares - $0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2022 and 2021, respectively | 1,603,095 | 1,599,095 |
Additional Paid in Capital | 10,549,265 | 10,473,261 |
Accumulated deficit | (28,886,831) | (15,747,021) |
Total stockholders’ deficit | (16,734,471) | (3,674,665) |
Total liabilities and stockholders’ deficit | 11,739,154 | 16,766,392 |
Series C Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series D Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 155 | 155 |
Series E Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series E-1 Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 1,153 | 1,153 |
Series F Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series G Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series H Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 40 | 40 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock value | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary equity, shares exchange | 1,000 | 1,000 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares outstanding | 1,603,095,243 | 1,603,095,243 |
Common stock, shares issued | 1,603,095,243 | 1,603,095,243 |
Series C Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, dividend rate percentage | 2% | 2% |
Temporary equity, stated value | $ 100 | $ 100 |
Temporary equity, shares authorized | 10,000 | 10,000 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Series D Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 3.32 | $ 3.32 |
Temporary equity, shares authorized | 230,000 | 230,000 |
Temporary equity, shares outstanding | 155,000 | 155,000 |
Temporary equity, shares issued | 155,000 | 155,000 |
Temporary equity, shares converted | 75,000 | 75,000 |
Series E Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 1,000 | 1,000 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares exchange | 1,000 | 1,000 |
Series E-1 Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 0.87 | $ 0.87 |
Temporary equity, shares authorized | 1,152,500 | 1,152,500 |
Temporary equity, shares outstanding | 1,152,500 | 0 |
Temporary equity, shares issued | 1,152,500 | 0 |
Temporary equity, shares exchange | 1,152,500 | 1,152,500 |
Series F Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares authorized | 1,000 | 1,000 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares converted | 1,000 | 1,000 |
Series G Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 4,600 | 4,600 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares converted | 4,600 | 4,600 |
Series H Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares authorized | 39,895 | 39,895 |
Temporary equity, shares outstanding | 39,895 | 39,895 |
Temporary equity, shares issued | 39,895 | 39,895 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, dividend rate, percentage | 3% | 3% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 100 | 100 |
Preferred Stock, Shares Issued | 100 | 100 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses | ||
General and administrative | 629,619 | 8,478 |
Professional fees | 1,910,039 | 411,447 |
Bad debt expense | 818,279 | |
Long-lived assets impairment loss | 197,427 | |
Goodwill impairment loss | 4,224,962 | |
Total operating expenses | 3,555,364 | 4,644,887 |
Loss before other expense | (3,555,364) | (4,644,887) |
Other income (expense) | ||
Interest expense | (5,952,153) | (5,260,417) |
Gain on debt extinguishment | 9,126,294 | |
Loss from debt derivative | (10,065,713) | |
Loss from change in value of warrants | (6,008) | |
Other income | 39,114 | 6,445 |
Total non-operating expense | (5,913,039) | (6,199,399) |
Loss from continuing operations | (9,468,403) | (10,844,286) |
Loss from discontinued operations | (3,671,407) | (3,418,293) |
Net loss and comprehensive loss | $ (13,139,810) | $ (14,262,579) |
Net loss per share-Basic and diluted | $ (0.008) | $ (0.040) |
Average number of shares of common stock outstanding | 1,599,829,313 | 352,843,639 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 23,472 | $ 93 | $ 1,302,977 | $ (1,484,442) | $ (157,900) |
Beginning balance (in shares) at Dec. 31, 2020 | 23,472,565 | ||||
Conversion of convertible note into Common Stock | 80,004 | ||||
Conversion of convertible note into Common Stock (in shares) | 4,000,216 | ||||
Net loss for the period | (14,262,579) | (14,262,579) | |||
Cancellation of Series A Preferred | (93) | 93 | |||
Conversion of debt to Series D Preferred | 230 | 667,984 | 668,214 | ||
Series E Preferred issued for acquisition of assets | 1 | 4,225,061 | 4,225,062 | ||
Series F Preferred issued for convertible note | 1 | 230,030 | 230,031 | ||
Equity portion of debts issued and extinguished | 1,023,855 | 1,023,855 | |||
Common issued for Series B Preferred transfer | $ 1,500 | (1,500) | |||
Common issued for Series B Preferred transfer (in shares) | 1,500,000 | ||||
Series E Preferred exchanged for Series E-1 Preferred | $ 1,091,389 | 1,152 | (1,092,541) | ||
Series E Preferred exchanged for Series E-1 preferred (in shares) | 1,091,388,889 | ||||
Conversion of Series F Preferred into Common Stock | $ 192,073 | (1) | (192,072) | ||
Conversion of Series F Preferred to Common (in shares) | 192,073,017 | ||||
Sale of Series G Preferred and conversion into Common Stock | $ 255,556 | 4,344,444 | 4,600,000 | ||
Sale of Preferred G and conversion to Common (in shares) | 255,555,556 | ||||
Common Stock exchanged for Series H Preferred | $ (39,895) | 40 | 39,855 | ||
Common exchanged for Series H Preferred (in shares) | (39,895,000) | ||||
Conversion of Series D | $ 75,000 | (75) | (74,925) | ||
Conversion of Series D (in shares) | 75,000,000 | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,599,095 | 1,348 | 10,473,261 | (15,747,021) | (3,674,665) |
Ending balance (in shares) at Dec. 31, 2021 | 1,599,095,027 | ||||
Conversion of convertible note into Common Stock | $ 4,000 | 76,004 | 80,004 | ||
Conversion of convertible note into Common Stock (in shares) | 4,000,216 | ||||
Net loss for the period | (13,139,810) | (13,139,810) | |||
Ending balance, value at Dec. 31, 2022 | $ 1,603,095 | $ 1,348 | $ 10,549,265 | $ (28,886,831) | $ (16,734,471) |
Ending balance (in shares) at Dec. 31, 2022 | 1,599,095,027 |
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 from continuing operations for the period | $ (9,468,403) | $ (10,844,286) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortized interest | 2,428,313 | 2,694,914 |
Bad debt expense | 725,561 | |
Fair value of Warrant issued for services | 9,000 | |
Loss on disposal of CZJ License | 437,125 | |
Losses from impairment of long-lived assets and goodwill | 167,000 | 4,224,962 |
Changes in non-cash working capital items: | ||
Prepaid expenses | 595 | 17,183 |
Accounts payable and accruals | 471,380 | 220,754 |
Interest payable | 2,846,250 | 453,750 |
Interest receivable | (6,812) | |
Net cash used in operating activities | (2,820,304) | (2,802,410) |
Cash flows from investing activities: | ||
Purchases of intangible assets | (167,000) | |
Funds advanced for note receivable | (718,750) | |
Net cash used in investing activities | (885,750) | |
Cash flows from financing activities: | ||
Proceeds from convertible and promissory notes sold | 1,752,000 | 16,730,000 |
Proceeds from sales of Series G Preferred Stock | 4,600,000 | |
Repayment of convertible note | (350,000) | |
Net cash provided by financing activities | 1,752,000 | 20,980,000 |
Cash flows from continuing operations | (1,068,304) | 17,291,840 |
Cash flows from discontinued operations: | ||
Net cash provided by (used in) operating activities | 1,082,088 | (2,204,652) |
Net cash used in investing activities | (14,513) | (15,095,950) |
Cash flows from discontinued operations | 1,067,575 | (17,300,602) |
Net decrease in cash | (729) | (8,762) |
Cash, beginning of year | 729 | 9,491 |
Cash, end of year | 729 | |
SUPPLEMENTAL DISCLOSURE | ||
Interest paid | 453,750 | 1,139,292 |
Taxes paid |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Demand notes, convertible notes and interest carrying value | $ 668,214 | $ 668,214 |
Exchange of preferred shares of Series D | 230,000 | 230,000 |
Non operating leases for equipment | $ 1,463,936 | $ 1,463,936 |
Pecentage of series E preferred stock issued | 100% | 100% |
Shares issued for license | ||
Goodwill | $ 4,224,962 | 4,224,962 |
Eliminated on consolidation | $ 100 | |
Shares of series E preferred stock issued | 1,000 | 1,000 |
Common stock shares | 1,091,388,889 | 1,091,388,889 |
Conversion of convertible note into common stock | $ 80,004 | $ 80,004 |
Common Stock [Member] | ||
Shares of series E preferred stock issued | 1,500,000 | |
Shares issued for license | $ 1,500 | |
Conversion of convertible note into common stock | $ 4,000 | |
Conversion of convertible note into common stock (in shares) | 4,000,216 | 4,000,216 |
Series E Preferred Stock [Member] | ||
Shares of series E preferred stock issued | 1,000 | 1,000 |
Shares issued for license | $ 4,225,062 | $ 4,225,062 |
Shares of series E preferred stock issued | 1,000 | 1,000 |
Series E-1 Preferred Stock [Member] | ||
Shares of series E preferred stock issued | 1,152,500 | 1,152,500 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Madison Technologies Inc. (the “Company”) was incorporated on June 15, 1998 in the State of Nevada, and our shares of Common Stock are quoted on the Experts Market tier of the over-the-counter market operated by OTC Markets, Inc. Madison Technologies Inc. is seeking to create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications network designed to bring the most up-to-date Crypto information and entertainment to the masses in the U.S. and around the world. During August 2021, our shareholders approved to amend our Articles of Incorporation to increase our authorized common stock from 500,000,000 6,000,000,000 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2022, we generated no revenues from continuing operations, incurred a net loss of $ 13,139,810 13,860,314 28,886,831 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc., SovRryn Holdings Inc (“Sovryn”) and CZJ License Inc. Sovryn is consolidated up until December 31, 2022 and recognized as a discontinued operation. CZJ License Inc. was consolidated up until it was sold on November 15, 2021. All the intercompany balances and transactions have been eliminated in the consolidation. During the year ended December 31, 2021, the operations of Sovryn and CZJ License Inc. were consolidated into our operations and were designated as discontinued. Segment reporting Our chief operating decision maker is our chief executive officer, who reviews information on an aggregated basis. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Revenue recognition We adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. At December 31, 2022, we have one main revenue source, which is leasing of television channels. Where there is a leasing contract for channels, we bill monthly for our services as rendered. Where there is no contract, the revenue is recognized as provided. We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Advances from client deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from client deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. Operating leases In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We adopted the new standard April 19, 2021. We have elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. Intangible assets Intangible assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports. Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives. Website development costs We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” Concentration of credit risk We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Financial instruments Our financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that we are not exposed to any significant currency or credit risks arising from these financial instruments. Fair value measurements We follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Convertible Notes with Fixed Rate Conversion Options We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Advertising and promotion costs We follow ASC 720 “Advertising Costs” and expenses costs as incurred. Stock-based compensation We follow the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which requires that all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employees stock-based compensation, We apply ASC 505 Equity-Based Payments to Non-employees. This standard provides that all stock-based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably be measured or determinable. Comprehensive income ASC Topic 220, “ Comprehensive Income Loss per share Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss). Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of December 31, 2022 and 2021, no options were outstanding and 246,173,016 192,573,017 22,154,828 17,365,033 1,148,500,170 866,192,064 318,056,580 155,000,000 1,152,500,000 39,895,000 3,060,124,766 2,724,216,661 the number of shares converted into either 4.99% or 9.99% of the then outstanding shares. Schedule of Potentially Dilutive Securities December 31, 2022 December 30, 2021 Warrants 246,173,016 192,573,017 Convertible Preferred Stock 1,665,451,580 1,665,451,580 Convertible debt 1,148,500,170 866,192,064 Total 3,060,124,766 2,724,216,661 Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. Credit losses In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We are currently assessing the impact of the adoption of this ASU on its financial statements. Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. Income taxes We follow the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding our future profitability, the future tax benefits of its losses have been fully reserved. Recently Issued Accounting Pronouncements We adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new guidance will have on its financial statements We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 Notes Receivable Schedule of Notes Receivable December 31, December 31, Secured note – Top Dog Productions Inc. $ — $ 468,750 Convertible note – ZA Group Inc. — 250,000 Advances in escrow and prepaid expenses — 24,042 Accrued interest — 6,811 $ — $ 749,603 On September 9, 2021, we received a secured promissory note with Top Dog Productions Inc. We agreed to lend an aggregate principal sum of up to $ 2,000,000 5 527,624 26,510 On November 15, 2021, we received a $ 250,000 5 0.005 14,145 64,145 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 Intangible Assets Our intangible assets primarily consist of our domain names and access to a third-party streaming platform for our BCTV business, which are considered indefinite-lived intangible assets that are not amortized, but instead are tested at least annually for impairment. Based on management’s assessment of the lack of revenue to date and the prospects for future revenues using the intangible assets, we fully impaired the assets and recognized an impairment charge of $ 197,427 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6 Goodwill Due to a sustained decline in the market capitalization of our Common Stock during the fourth quarter of 2021, we performed an interim goodwill impairment test. Management considered that, along with other possible factors affecting the assessment of our operations for the purposes of performing a goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount rates, changes in the overall economy, trends in the stock price, estimated control premium, other operating conditions, and the effect of changes in estimates and assumptions that could materially affect the determination of fair value and goodwill. As a result of the significant decline in the current market capitalization despite any of the other positive factors contemplated and relatively little change in our ongoing business operations, the outcome of this goodwill impairment test resulted in a charge for the impairment of goodwill of $ 4,224,962 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 7 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December 31, 2022 and December 31, 2021 are summarized below: Schedule of Accounts Payable and Accrued Liabilities 2022 2021 Accounts payable $ 371,987 $ 232,491 Accrued expenses 174,078 35,000 Accrued interest 195,334 15,033 Total $ 741,399 $ 283,024 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 8 Derivative Liability We incur a derivative liability when we issue warrants in connection with the sale of notes payable. Management has determined that the daily closing price of our Common Stock is not a reliable factor for determining the value of the warrants and corresponding derivative liability on the basis that (i) the average daily volume of our Common Stock traded is approximately $1,000, (ii) for approximately two months during 2022 and as of the date of this Annual Report on form 10-K, our Common Stock is listed on the OTC Expert Market that limits visibility of our Common Stock to investors, and (iii) the share price is exceptionally volatile in its thinly traded status. Valuation methods such at Black-Scholes rely on daily closing prices and their volatility. As a better representation of value, management is using a share price of $0.018 per share to determine the derivative liability from the issuance of such warrants, which was the per share price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred Stock on November 2, 2021. For the years ended December 31, 2022 and 2021, our derivative liability was as follows: Schedule of Derivative Liability 2022 2021 Balance at January 1 $ 3,464,529 $ — Liability for Warrants issued 964,800 3,464,529 Balance at December 31 $ 4,429,329 $ 3,464,529 In the years ended December 31, 2022 and 2021, we issued warrants to purchase up to 53,600,000 192,573,016 |
Securities Exchange Agreements
Securities Exchange Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Securities Exchange Agreements | |
Securities Exchange Agreements | Note 9 Securities Exchange Agreements SovRyn Holdings, Inc We entered into a securities exchange agreement on February 16, 2021 with Sovryn to acquire 100 100 1,000 500,000,000 6,000,000,000 1,152,500 1,091,388,889 59 4,225,062 4,224,962 |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2022 | |
Promissory Notes | |
Promissory Notes | Note 10 Promissory Notes On December 28, 2021, we issued a $ 500,000 12 March 31, 2023 500,000 December 31, 2023 0.025 9,000 0.018 500,000 On January 14, 2022, we issued an unsecured $ 150,000 15,000 April 5, 2022 120,000 On January 14, 2022, we issued an unsecured $ 150,000 15,000 April 5, 2022 135,000 On April 27, 2022, we issued a $ 125,000 12,500 December 31, 2022 2,500,000 0.025 45,000 0.018 125,000 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 11 Convertible Notes Payable Our convertible notes payable, all of which are liabilities as of the years ended December 31, 2022 and 2021, are as follows: Schedule of Convertible Notes Payable December 31, 2022 December 31, 2021 Series 1 (a) $ 1,050,000 $ 850,000 Series 2 (b) 250,000 — Series 3 (c) 208,000 — Series 4 (d) 550,000 — Series 5 (e) 192,500 — Series 6 (f) 55,000 — Principal outstanding total 2,305,500 850,000 Less discount 426,094 — Principal outstanding, net $ 1,879,406 $ 850,000 (a) Series 1: We issued a total of $ 1,050,000 6 December 31, 2022 0.021 (b) Series 2: On January 6, 2022, we issued to one of our shareholders a $ 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 On January 14, 2022, we issued to one of our shareholders a $ 25,000 12 April 6, 2022 600,000 0.021 10,800 0.018 On February 17, 2022, we issued a $ 50,000 12 April 6, 2022 1,250,000 0.02 22,500 0.018 (c) Series 3: On February 15, 2022, we issued two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 67,000 13,004 (d) Series 4: On May 5, 2022, we issued a shareholder a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 On June 24, 2022, we issued a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 (e) Series 5: On May 5, 2022, we issued an $ 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 On May 5, 2022, we issued a $ 110,000 10,000 May 5, 2023 12 5,000,000 0.02 90,000 0.018 110,000 On October 14, 2022, we issued a $ 110,000 10,0000 October 14, 2023 12 5,000,000 0.02 90,000 0.018 110,000 On December 2, 2022, we issued a $ 220,000 20,000 October 14, 2023 12 10,000,000 0.02 180,000 0.018 220,000 (f) Series 6: On September 16, 2022, we issued a $ 55,000 5,000 September 16, 2023 12 0.001 55,000 On February 17, 2022, we issued a $ 50,000 12 April 6, 2022 1,250,000 0.021 22,500 0.018 |
Senior Secured Notes
Senior Secured Notes | 12 Months Ended |
Dec. 31, 2022 | |
Senior Secured Notes | |
Senior Secured Notes | Note 12 Senior Secured Notes On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors, LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $ 16,500,000 15,000,000 In connection with the issuance of the Notes, we issued to the Investors warrants to purchase an aggregate of 192,073,017 1,000 192,073,017 864,000 0.0045 The Notes have a term of thirty-six months and mature on February 17, 2024, unless earlier converted. The Notes accrue interest at a rate of 11 3,300,000 453,750 On September 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing documents. Such amendment also waived specified events of default. The Notes were henceforth convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $ 0.02 As part of such purchase agreement with the Investors, we issued warrants to purchase up to 192,073,017 0.025 0.020 The Series F Preferred Stock has no voting rights and converts into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon the date on which stockholder approval for such issuance is obtained. 192,073,017 On October 27, 2022, the Agent for the Investors notified us that certain events of default have occurred and were continuing under the Investor Notes. On November 21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged the outstanding principal balances of the Investor Notes, that we have an obligation for interest, including default interest, fees and expenses in connection with the Investor Notes, that we have no rights of offset, defenses, claims or counterclaims with respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones by the dates as set forth therein. The Forbearance Agreement expired on December 30, 2022. As of December 31, 2022 and 2021, the outstanding liability for our Senior Secured Notes is as follows: Schedule of senior secured Notes 2022 2021 Principal $ 16,500,000 $ 16,500,000 Less discount 1,900,760 3,580,608 Principal, net of discount $ 14,599,240 $ 12,919,392 As of December 31, 2022 and 2021, accrued interest payable on such senior secured Notes is $ 3,300,000 453,750 20 11 |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Note 13 Related Party We entered into a consulting agreement with Zenna Consulting Group, Inc. (“Zenna Consulting”), a corporation affiliated with Warren Zenna, who served as a Board member at such time, to provide oversight of marketing and communications services. The agreement commenced March 1, 2021 and ended on July 31, 2021. We paid Zenna Consulting $ 0 57,000 500,000 0.025 9,000 0.018 On April 7, 2021, we issued 1,500,000 100 1,500 461,000 461,000 Effective January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period of one year ending December 31, 2022, under which we provided monthly remuneration of $ 35,000 420,000 315,000 505,972 |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2022 | |
Mezzanine Equity | |
Mezzanine Equity | Note 14 Mezzanine Equity We account for certain of our Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity Preferred Shares Series A Preferred Stock There are 100,000 9.99 3,420 360,000,000 On July 17, 2020, we issued 92,999 343,094 the acquisition cost derived using the $0.04 market price on that date of $0.04 multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied by 50% of that value. On February 16, 2021, we cancelled all of the outstanding shares of Series A Preferred Stock shares. In exchange, the holders of such shares received one-year option agreements to purchase shares of our wholly owned subsidiary at the time, CZJ License, Inc. at $ 10 300,000 Series C Preferred Stock There are 10,000 9.99 Holders of Series C Preferred Stock are entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, without the consent of the holders of 80% of the shares of Series C Preferred Stock then outstanding, we may not redeem, repurchase or otherwise acquire directly or indirectly any securities deemed junior to such Series C Preferred Stock (“Junior Securities”) nor may we directly or indirectly pay or declare or make any distribution upon, nor may any distribution be made in respect of, any Junior Securities 100 Series D Preferred Stock There are 230,000 4.99 9.99 3.32 1,000 On February 16, 2021, we settled $ 1,028,000 230,000 75,000 75,000,000 155,000 Series E Preferred Stock There are 1,000 1,000 On September 16, 2021, the conversion rate for each share of Series E Preferred Stock was amended to equal (i)(a) 56.60% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series E Certificate), divided by (ii) the total number of shares of Series E Preferred Stock, (iii) rounded to the nearest thousandth. The total number of Fully-Diluted Shares is set as of, and cannot change after the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 2,243,888,889 shares of Common Stock. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.4340. On February 16, 2021, we issued 1,000 4,225,062 On September 16, 2021, the holders of our Series E Preferred Stock entered into an exchange agreement with us whereby on October 11, 2021, the 1,000 1,152,500 1,091,388,889 4,225,062 1,000 no Series E-1 Preferred Stock There are 1,152,500 0.87 1,152,500 Each share of Series E-1 Preferred Stock may be converted into 1,000 Series F Preferred Stock There are 1,000 1.00 On February 17, 2021, we issued to the Investors 1,000 192,073,017 864,000 0.0045 On September 16, 2021, the conversion rate for each share of Series F Preferred Stock was amended to equal (i)(a) 4.84% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series F Certificate), divided by (ii) the total number of shares of Series F Preferred Stock, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares is set as of, and can not change after the Approval Date. Based on the full-diluted shares outstanding, this equated to 192,073,017 shares of Common Stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9516. On October 11, 2021, the 1,000 192,073,017 As at December 31, 2022, no Series G Preferred Stock On August 20, 2021, the certificate of designation for the Series G Preferred Stock was amended. There are now 4,600 4.99 9.9 1,000 On September 16, 2021, the conversion rate for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series G Certificate, divided by (ii) the total number of shares of Series G Preferred Stock, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares is set as of, and does not change after the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 255,555,556 shares of common stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9355. We received $ 4,600,000 4,600 1,000 4,600 255,555,556 no Series H Preferred Stock On November 5, 2021, we designated 39,895 1.00 Shares of Series H Preferred Stock have no voting rights and are senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents. Each share of Series H Preferred Stock may be converted into 1,000 shares of Common Stock, subject to a maximum ownership limit of 9.99%. On November 11, 2021, pursuant to an exchange agreement that we entered into with the Investors, 39,895,000 39,895 39,895,000 39,895,000 39,895 3,989,500 39,895 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 15 Shareholders’ Equity Preferred Stock As of December 31, 2022 and 2021, we are authorized to issue 50,000,000 48,617,400 Series B Preferred Stock There are 100 Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total voting power of each class of stock outstanding. Holders of shares of Series B Preferred are entitled to such 51% voting rights regardless of the number of voting shares issued by the company at any time. On July 17, 2020, 100 Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor conversion feature. On February 17, 2021, the 100 At December 31, 2022 and 2021, there were 100 100 Common Stock On October 25, 2022, we issued 4,000,216 80,004 On August 14, 2021, our shareholders approved an increase in the authorized number of Common Stock to 6,000,000,000 500,000,000 1,603,095,243 The following Common Stock transactions occurred during the year ended December 31, 2021. No issuances of Common Stock occurred in 2022: On April 7, 2021, we issued 1,500,000 100 1,500 On October 11, 2021, we issued 1,091,388,889 On October 11, 2021, holders of Series F Preferred Stock converted their 1,000 192,073,017 On November 2, 2021, holders of Series G Preferred Stock converted their 4,600 255,555,556 On November 11, 2021, 39,895,000 39,895 On November 24, 2021, a holder with 75,000 75,000,000 Warrants On February 17, 2021, we issued warrants to purchase up to 192,073,017 Common Stock to Arena that are exercisable for a five-year period from the date of issuance and, based on an amendment made on September 24, 2021, such warrants may be converted into Common Stock at $0.02 per share, subject to a maximum ownership limit of 9.99%. 864,000 0.0045 On December 28, 2021, we issued a promissory note payable and issued warrants to purchase up to 500,000 0.025 9,000 0.018 Such warrants issued are loan incentives. The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model. At December 31, 2022 and 2021, the Warrant transactions are summarized below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2020 — $ — — — $ — Issued 192,573,017 0.020 4.13 872,588 3,464,529 Exercised — — — — — Outstanding and exercisable at December 31, 2021 192,573,017 $ 0.020 4.13 872,588 $ 3,464,529 For the year ended December 31, 2022, a summary of our warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at January 1, 2022 192,573,017 $ 0.020 4.13 $ 872,588 $ 3,464,529 — Issued 53,600,000 $ 0.024 4.83 102,001 $ 964,800 Exercised — — — — — Expired — — — — — Outstanding and exercisable at December 31, 2022 246,173,016 $ 0.021 3. 69 $ 399,783 $ 4,431,114 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 16 Discontinued Operations In the fourth quarter of 2022, management at that time determined that Sovryn’s television broadcast business was not an efficient use of our resources to develop and launch BCTV, our core business, and management sought to exit Sovryn’s business and pay down Madison’s senior debt associated with acquiring Sovryn’s assets and creating its business. As a result, Sovryn is recognized as a discontinued operation in the accompanying financial statements. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. The following is a summary of Sovryn for the years ended December 31, 2022 and 2021: Schedule of Previous Year Assets Liabilities and Expenses December 31, 2022 December 31, 2021 Assets Current assets $ 126,331 $ 942,713 Property, equipment and right-of-use assets 1,440,937 2,887,328 Intangible assets 10,159,063 12,029,646 Total Assets 11,726,331 15,859,687 Liabilities Accounts payable and accrued liabilities 1,118,174 508,779 Lease liability obligations 1,464,728 1,468,495 Total Liabilities 2,582,902 21,977,274 Revenues 1,920,612 1,243,655 Selling, general and administrative (509,868 ) (531,899 ) Television operation (344,260 ) (267,193 ) Amortization (323,484 ) (180,210 ) Professional fees (1,178,043 ) (1,652,095 ) Interest expense 175,695 (292,704 ) Loss on asset disposals (52,668 ) (1,737,847 ) Impairment loss (3,008,013 ) — Loss from discontinued operations $ (3,671,408 ) $ (3,418,293 ) On February 16, 2021, we cancelled all of the outstanding shares of Series A Preferred Stock and offered their holders option agreements to purchase up to 300,000 10 On November 15, 2021, we entered into a purchase and sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At the closing of such transaction, ZA Group Inc. delivered a convertible promissory note with a principal amount equal to the purchase price. The interest rate on the note was 5% per annum and matures on November 5, 2023. The note may be converted, from time to time, after 180 days from the issuance date of the note into common stock of ZA Group Inc, at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc. At November 15, 2021, CZJ License Inc.’s accounts were eliminated from the consolidated financial statements. All expenses incurred by CZJ License Inc. up to November 15, 2021 have been disclosed as discontinued operations. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. Schedule of Previous Year Assets Liabilities and Expenses December 31, December 31, 2021 Assets $ — $ — Liabilities $ — $ — Expenses Amortization — 74,760 Selling, general and administrative — 190,857 Professional fees — 213,500 Loss from discontinued operations $ — $ 479,117 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18 Income Taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: Schedule of Income Tax Expense December 31, December 31, 2022 2021 Net loss for the year $ (13,139,810 ) $ (14,262,579 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (2,759,360 ) $ (2,995,142 ) Effect of change in tax rates — — Permanent differences — — Valuation allowance 2,759,360 2,995,142 Income tax expense and income tax liability $ — $ — As at December 31, 2021 the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized. Schedule of Deferred Income Tax Asset December 31, December 31, 2022 2021 Tax loss carried forward $ — $ — Deferred tax assets $ 2,759,360 $ 2,995,142 Valuation allowance (2,759,360 ) (2,995,142 ) Deferred taxes recognized $ — $ — Tax losses of approximately $ 25 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 Subsequent Events On January 10, 2023, we issued two unsecured convertible subordinate notes totaling $ 220,000 12 January 10, 2024 20,000 0.02 4.99 40,000,000 0.02 On January 28, 2023, the agent (the “Agent”) for the Investors delivered a notice to us (the “Acceleration Notice”) stating that the Agent and the Investors (a) elected to cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof, to become immediately due and payable in cash, (b) intended to commence legal action to collect any or all of the amounts due under the Notes, and (c) sought the appointment of a receiver or trustee as a means of realizing proceeds on their collateral. On February 1, 2023, we entered into a Partial Strict Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our Federal Communications Commission licenses and other broadcast television assets to a third party entity controlled by the Investors. In consideration therefor, the Investors agreed to reduce the indebtedness under the Notes by $ 11,600,000 On February 3, 2023, we entered into a securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023. On September 21, 2023, the Agent for the Investors delivered a notice to us that the Agent has exercised the Investors’ rights to vote the Pledged Interests and to exercise the Pledgees’ rights, powers and privileges, to pass certain resolutions and to amend our bylaws then in effect to, among other things, (i) remove the board of directors of the Company (the “Board of Directors”) and all officers of the Company, and (ii) reduce the number of the Board of Directors from three to one director. As a result of the Agent delivering such notice and exercising its rights to vote the Pledged Interests, a change of control of the Company occurred. On the two-year anniversary of the October 11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 On November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board of directors. Mr. Amon removed all Company officers and appointed himself as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Accounting Officer. On November 10, 2023, Philip Falcone, individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that a promissory note (the “Z4 Note”) had been issued by the Company, dated December 28, 2021, by Z4 MGMT LLC (“Z4”), which was guaranteed by each of FFO1 and FFO2. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment in the amount of $581,304 against the Company, FFO1, FFO2, and Philip Falcone personally, in favor of Z4. Presently, we are default on all of promissory and convertible notes payable (See Notes 11 and 12), which have $ 3.5 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc., SovRryn Holdings Inc (“Sovryn”) and CZJ License Inc. Sovryn is consolidated up until December 31, 2022 and recognized as a discontinued operation. CZJ License Inc. was consolidated up until it was sold on November 15, 2021. All the intercompany balances and transactions have been eliminated in the consolidation. During the year ended December 31, 2021, the operations of Sovryn and CZJ License Inc. were consolidated into our operations and were designated as discontinued. |
Segment reporting | Segment reporting Our chief operating decision maker is our chief executive officer, who reviews information on an aggregated basis. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Revenue recognition | Revenue recognition We adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. At December 31, 2022, we have one main revenue source, which is leasing of television channels. Where there is a leasing contract for channels, we bill monthly for our services as rendered. Where there is no contract, the revenue is recognized as provided. We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Advances from client deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from client deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. |
Operating leases | Operating leases In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We adopted the new standard April 19, 2021. We have elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. |
Intangible assets | Intangible assets Intangible assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports. |
Equipment | Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives. |
Website development costs | Website development costs We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” |
Concentration of credit risk | Concentration of credit risk We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. |
Financial instruments | Financial instruments Our financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that we are not exposed to any significant currency or credit risks arising from these financial instruments. |
Fair value measurements | Fair value measurements We follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Advertising and promotion costs | Advertising and promotion costs We follow ASC 720 “Advertising Costs” and expenses costs as incurred. |
Stock-based compensation | Stock-based compensation We follow the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which requires that all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employees stock-based compensation, We apply ASC 505 Equity-Based Payments to Non-employees. This standard provides that all stock-based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably be measured or determinable. |
Comprehensive income | Comprehensive income ASC Topic 220, “ Comprehensive Income |
Loss per share | Loss per share Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss). Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of December 31, 2022 and 2021, no options were outstanding and 246,173,016 192,573,017 22,154,828 17,365,033 1,148,500,170 866,192,064 318,056,580 155,000,000 1,152,500,000 39,895,000 3,060,124,766 2,724,216,661 the number of shares converted into either 4.99% or 9.99% of the then outstanding shares. Schedule of Potentially Dilutive Securities December 31, 2022 December 30, 2021 Warrants 246,173,016 192,573,017 Convertible Preferred Stock 1,665,451,580 1,665,451,580 Convertible debt 1,148,500,170 866,192,064 Total 3,060,124,766 2,724,216,661 |
Business Combinations | Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. |
Credit losses | Credit losses In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We are currently assessing the impact of the adoption of this ASU on its financial statements. |
Related Party Transactions | Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Discontinued operations | Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. |
Income taxes | Income taxes We follow the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding our future profitability, the future tax benefits of its losses have been fully reserved. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new guidance will have on its financial statements We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Schedule of Potentially Dilutive Securities December 31, 2022 December 30, 2021 Warrants 246,173,016 192,573,017 Convertible Preferred Stock 1,665,451,580 1,665,451,580 Convertible debt 1,148,500,170 866,192,064 Total 3,060,124,766 2,724,216,661 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Schedule of Notes Receivable December 31, December 31, Secured note – Top Dog Productions Inc. $ — $ 468,750 Convertible note – ZA Group Inc. — 250,000 Advances in escrow and prepaid expenses — 24,042 Accrued interest — 6,811 $ — $ 749,603 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Schedule of Accounts Payable and Accrued Liabilities 2022 2021 Accounts payable $ 371,987 $ 232,491 Accrued expenses 174,078 35,000 Accrued interest 195,334 15,033 Total $ 741,399 $ 283,024 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | For the years ended December 31, 2022 and 2021, our derivative liability was as follows: Schedule of Derivative Liability 2022 2021 Balance at January 1 $ 3,464,529 $ — Liability for Warrants issued 964,800 3,464,529 Balance at December 31 $ 4,429,329 $ 3,464,529 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Schedule of Convertible Notes Payable | Our convertible notes payable, all of which are liabilities as of the years ended December 31, 2022 and 2021, are as follows: Schedule of Convertible Notes Payable December 31, 2022 December 31, 2021 Series 1 (a) $ 1,050,000 $ 850,000 Series 2 (b) 250,000 — Series 3 (c) 208,000 — Series 4 (d) 550,000 — Series 5 (e) 192,500 — Series 6 (f) 55,000 — Principal outstanding total 2,305,500 850,000 Less discount 426,094 — Principal outstanding, net $ 1,879,406 $ 850,000 (a) Series 1: We issued a total of $ 1,050,000 6 December 31, 2022 0.021 (b) Series 2: On January 6, 2022, we issued to one of our shareholders a $ 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 On January 14, 2022, we issued to one of our shareholders a $ 25,000 12 April 6, 2022 600,000 0.021 10,800 0.018 On February 17, 2022, we issued a $ 50,000 12 April 6, 2022 1,250,000 0.02 22,500 0.018 (c) Series 3: On February 15, 2022, we issued two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 67,000 13,004 (d) Series 4: On May 5, 2022, we issued a shareholder a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 On June 24, 2022, we issued a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 (e) Series 5: On May 5, 2022, we issued an $ 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 On May 5, 2022, we issued a $ 110,000 10,000 May 5, 2023 12 5,000,000 0.02 90,000 0.018 110,000 On October 14, 2022, we issued a $ 110,000 10,0000 October 14, 2023 12 5,000,000 0.02 90,000 0.018 110,000 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Senior Secured Notes | |
Schedule of senior secured Notes | Schedule of senior secured Notes 2022 2021 Principal $ 16,500,000 $ 16,500,000 Less discount 1,900,760 3,580,608 Principal, net of discount $ 14,599,240 $ 12,919,392 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model. At December 31, 2022 and 2021, the Warrant transactions are summarized below: | Such warrants issued are loan incentives. The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model. At December 31, 2022 and 2021, the Warrant transactions are summarized below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2020 — $ — — — $ — Issued 192,573,017 0.020 4.13 872,588 3,464,529 Exercised — — — — — Outstanding and exercisable at December 31, 2021 192,573,017 $ 0.020 4.13 872,588 $ 3,464,529 For the year ended December 31, 2022, a summary of our warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at January 1, 2022 192,573,017 $ 0.020 4.13 $ 872,588 $ 3,464,529 — Issued 53,600,000 $ 0.024 4.83 102,001 $ 964,800 Exercised — — — — — Expired — — — — — Outstanding and exercisable at December 31, 2022 246,173,016 $ 0.021 3. 69 $ 399,783 $ 4,431,114 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Previous Year Assets Liabilities and Expenses | Schedule of Previous Year Assets Liabilities and Expenses December 31, 2022 December 31, 2021 Assets Current assets $ 126,331 $ 942,713 Property, equipment and right-of-use assets 1,440,937 2,887,328 Intangible assets 10,159,063 12,029,646 Total Assets 11,726,331 15,859,687 Liabilities Accounts payable and accrued liabilities 1,118,174 508,779 Lease liability obligations 1,464,728 1,468,495 Total Liabilities 2,582,902 21,977,274 Revenues 1,920,612 1,243,655 Selling, general and administrative (509,868 ) (531,899 ) Television operation (344,260 ) (267,193 ) Amortization (323,484 ) (180,210 ) Professional fees (1,178,043 ) (1,652,095 ) Interest expense 175,695 (292,704 ) Loss on asset disposals (52,668 ) (1,737,847 ) Impairment loss (3,008,013 ) — Loss from discontinued operations $ (3,671,408 ) $ (3,418,293 ) |
CZJ License, Inc [Member] | |
Schedule of Previous Year Assets Liabilities and Expenses | Schedule of Previous Year Assets Liabilities and Expenses December 31, December 31, 2021 Assets $ — $ — Liabilities $ — $ — Expenses Amortization — 74,760 Selling, general and administrative — 190,857 Professional fees — 213,500 Loss from discontinued operations $ — $ 479,117 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: Schedule of Income Tax Expense December 31, December 31, 2022 2021 Net loss for the year $ (13,139,810 ) $ (14,262,579 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (2,759,360 ) $ (2,995,142 ) Effect of change in tax rates — — Permanent differences — — Valuation allowance 2,759,360 2,995,142 Income tax expense and income tax liability $ — $ — |
Schedule of Deferred Income Tax Asset | As at December 31, 2021 the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized. Schedule of Deferred Income Tax Asset December 31, December 31, 2022 2021 Tax loss carried forward $ — $ — Deferred tax assets $ 2,759,360 $ 2,995,142 Valuation allowance (2,759,360 ) (2,995,142 ) Deferred taxes recognized $ — $ — |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - shares | Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 14, 2021 | Aug. 13, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 500,000,000 | 6,000,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income loss | $ (13,139,810) | $ (14,262,579) |
Working capital deficit | 13,860,314 | |
Accumulated deficit | $ (28,886,831) | $ (15,747,021) |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,060,124,766 | 2,724,216,661 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 246,173,016 | 192,573,017 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,665,451,580 | 1,665,451,580 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,148,500,170 | 866,192,064 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 3,060,124,766 | 2,724,216,661 |
Interest on convertible debt, net of tax | $ 22,154,828 | $ 17,365,033 |
Debt conversion into stock | 1,148,500,170 | 866,192,064 |
Common stock, conversion basis | the number of shares converted into either 4.99% or 9.99% of the then outstanding shares. | |
Series A Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 318,056,580 | |
Series D Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 155,000,000 | |
Series E-1 Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 1,152,500,000 | |
Series H Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 39,895,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 246,173,016 | 192,573,017 |
Schedule of Notes Receivable (D
Schedule of Notes Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Advances in escrow and prepaid expenses | $ 24,042 | |
Accrued interest | 6,811 | |
Total Notes Receivables | 738,878 | |
Secured Note Top Dog Productions Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note – ZA Group Inc. | 468,750 | |
Convertible Note Z A Group [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note – ZA Group Inc. | $ 250,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 15, 2021 | Sep. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes receivable | $ 738,878 | |||
Accrued interest | $ 6,811 | |||
Top Dog Production Inc [Member] | Secured Promissory Note [Member] | ||||
Debt instrument, interest rate during period | 5% | |||
Advanced accrued interest | 527,624 | |||
Accrued interest | 26,510 | |||
Top Dog Production Inc [Member] | Secured Promissory Note [Member] | Maximum [Member] | ||||
Notes receivable | $ 2,000,000 | |||
ZA Group Inc [Member] | Convertible Promissory Note [Member] | ||||
Notes receivable | $ 250,000 | 64,145 | ||
Debt instrument, interest rate during period | 5% | |||
Accrued interest | $ 14,145 | |||
Debt instrument conversion price per share | $ 0.005 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of intangible assets | $ 197,427 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | Dec. 31, 2021 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 4,224,962 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 371,987 | $ 232,491 |
Accrued expenses | 174,078 | 35,000 |
Accrued interest | 195,334 | 15,033 |
Total | $ 741,399 | $ 283,024 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance at January 1 | $ 3,464,529 | |
Liability for Warrants issued | 964,800 | 3,464,529 |
Balance at December 31 | $ 4,429,329 | $ 3,464,529 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liability description | As a better representation of value, management is using a share price of $0.018 per share to determine the derivative liability from the issuance of such warrants, which was the per share price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred Stock on November 2, 2021. | ||
Warrants liability | $ 500,000 | $ 53,600,000 | $ 192,573,016 |
Securities Exchange Agreements
Securities Exchange Agreements (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Oct. 11, 2021 | Feb. 16, 2021 | Feb. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 14, 2021 | Aug. 13, 2021 | |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 500,000,000 | 6,000,000,000 | |||
Issuance of convertible shares | 230,000 | 230,000 | |||||||
Goodwill | $ 4,224,962 | $ 4,224,962 | |||||||
Common Stock [Member] | |||||||||
Issuance of convertible shares | 1,152,500,000 | ||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | |||||||||
Goodwill | $ 4,224,962 | $ 4,224,962 | |||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Preferred Stock [Member] | |||||||||
Issuance of convertible shares | 1,152,500 | ||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Common Stock [Member] | |||||||||
Issuance of convertible shares | 1,091,388,889 | ||||||||
Diluted shares conversion percentage | 59% | ||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Minimum [Member] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Maximum [Member] | |||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | |||||||
Share Exchange Agreement [Member] | Series B Preferred Stock [Member] | Jeffrey Canouse [Member] | Sovryn Holdings, Inc [Member] | |||||||||
Issuance of shares | $ 100 | ||||||||
Share Exchange Agreement [Member] | Series E Preferred Stock [Member] | Sovryn Holdings, Inc [Member] | |||||||||
Issuance of shares | 1,000 | ||||||||
Issuance of value acquisitions | $ 4,225,062 | ||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | |||||||||
Equity method investment ownership percentage | 100% | 100% |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - USD ($) | Apr. 27, 2022 | Jan. 14, 2022 | Dec. 28, 2021 | Dec. 31, 2022 | Jun. 26, 2022 | Feb. 17, 2021 |
Warrants and rights outstanding | $ 9,000 | $ 864,000 | ||||
Warrant exercise price | $ 0.025 | |||||
Common Stock [Member] | ||||||
Share issued price per share | $ 0.018 | |||||
Warrants and rights outstanding | $ 45,000 | |||||
Unsecured Debt [Member] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Debt fees payable | $ 15,000 | |||||
Unsecured Debt One [Member] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Debt fees payable | $ 15,000 | |||||
January 14, 2022 [Member] | Unsecured Debt [Member] | ||||||
Notes payable, outstanding | $ 120,000 | |||||
Promissory Note [Member] | December 28, 2022 [Member] | ||||||
Notes payable, outstanding | 500,000 | |||||
Unsecured Notes Payable One [Member] | ||||||
Sale of notes payable | $ 125,000 | |||||
Debt instrument, maturity date | Dec. 31, 2022 | |||||
Debt original discount | $ 12,500 | |||||
Unsecured Notes Payable One [Member] | January 14, 2022 [Member] | ||||||
Notes payable, outstanding | 135,000 | |||||
Unsecured Notes Payable One [Member] | April 27, 2022 [Member] | ||||||
Notes payable, outstanding | $ 125,000 | |||||
Unsecured Notes PayableTwo [Member] | Common Stock [Member] | ||||||
Purchase of warrants | 2,500,000 | |||||
Warrant exercise price | $ 0.025 | |||||
Z4 Management LLC [Member] | ||||||
Sale of notes payable | $ 500,000 | |||||
Debt instrument interest rate stated percentage | 12% | |||||
Debt instrument, maturity date | Mar. 31, 2023 | |||||
Warrants shares issued | 500,000 | |||||
Warrant maturity date | Dec. 31, 2023 | |||||
Share issued price per share | $ 0.018 | $ 0.025 | ||||
Warrants and rights outstanding | $ 9,000 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||||
Apr. 27, 2022 | Dec. 31, 2022 | Oct. 25, 2022 | Dec. 31, 2021 | ||
Principal outstanding total | $ 2,305,500 | $ 850,000 | |||
Less discount | 426,094 | ||||
Principal outstanding, net | 1,879,406 | 850,000 | |||
Convertible notes | $ 67,000 | ||||
Principal and interest | $ 13,004 | ||||
Unsecured Notes Payable One [Member] | |||||
Maturity date | Dec. 31, 2022 | ||||
Series 1 [Member] | |||||
Principal outstanding total | [1] | 1,050,000 | 850,000 | ||
Series 1 [Member] | Unsecured Notes Payable One [Member] | |||||
Principal outstanding total | $ 1,050,000 | ||||
Interest rate, percentage | 6% | ||||
Maturity date | Dec. 31, 2022 | ||||
Fixed price per share | $ 0.021 | ||||
Series 2 [Member] | |||||
Principal outstanding total | [2] | $ 250,000 | |||
Series 3 [Member] | |||||
Principal outstanding total | [3] | 208,000 | |||
Series 4 [Member] | |||||
Principal outstanding total | [4] | 550,000 | |||
Series 5 [Member] | |||||
Principal outstanding total | [5] | 192,500 | |||
Series Six [Member] | |||||
Principal outstanding total | $ 55,000 | ||||
[1]Series 1:[2]Series 2:[3]On February 15, 2022, we issued two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 67,000 13,004 110,000 12 May 5, 2023 0.02 5,000,000 0.02 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 02, 2022 | Oct. 14, 2022 | Oct. 14, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Jun. 24, 2022 | May 05, 2022 | May 05, 2022 | Feb. 17, 2022 | Jan. 14, 2022 | Jan. 06, 2022 | Feb. 17, 2021 | Feb. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2022 | Dec. 28, 2021 | Oct. 11, 2021 | Sep. 24, 2021 | ||
Warrant exercise price | $ 0.025 | |||||||||||||||||||
Warrants and rights outstanding | $ 864,000 | $ 9,000 | ||||||||||||||||||
Share issued price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||
Convertible notes payable | $ 2,305,500 | $ 850,000 | ||||||||||||||||||
Adjustment of warrants | 9,000 | |||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.0045 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||
Interest rate, percentage | 11% | |||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 192,073,017 | |||||||||||||||||||
Debt instrument face amount | $ 16,500,000 | |||||||||||||||||||
Convertible notes payable | $ 15,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 1,000 | 192,073,017 | 192,073,017 | |||||||||||||||||
Adjustment of warrants | $ 864,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Warrants and rights outstanding | $ 45,000 | |||||||||||||||||||
Price per share | $ 0.018 | |||||||||||||||||||
Share issued price per share | $ 0.02 | |||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 192,073,017 | |||||||||||||||||||
Price per share | $ 0.0045 | $ 0.02 | ||||||||||||||||||
Series 2 [Member] | ||||||||||||||||||||
Convertible notes payable | [1] | 250,000 | ||||||||||||||||||
Series 3 [Member] | ||||||||||||||||||||
Convertible notes payable | [2] | 208,000 | ||||||||||||||||||
Series 4 [Member] | ||||||||||||||||||||
Convertible notes payable | [3] | 550,000 | ||||||||||||||||||
Series 4 [Member] | Common Stock [Member] | ||||||||||||||||||||
Price per share | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||
Series 5 [Member] | ||||||||||||||||||||
Convertible notes payable | [4] | 192,500 | ||||||||||||||||||
Series Six [Member] | ||||||||||||||||||||
Convertible notes payable | 55,000 | |||||||||||||||||||
Unsecured Notes PayableTwo [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 2,500,000 | |||||||||||||||||||
Warrant exercise price | $ 0.025 | |||||||||||||||||||
Unsecured Notes PayableTwo [Member] | Series 2 [Member] | ||||||||||||||||||||
Notes payable | $ 50,000 | $ 25,000 | $ 250,000 | |||||||||||||||||
Interest rate, percentage | 12% | 12% | 12% | |||||||||||||||||
Maturity date | Apr. 06, 2022 | Apr. 06, 2022 | Apr. 06, 2022 | |||||||||||||||||
Warrant exercise price | $ 0.02 | $ 0.021 | ||||||||||||||||||
Unsecured Notes PayableTwo [Member] | Series 2 [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 1,250,000 | 600,000 | 6,250,000 | |||||||||||||||||
Warrant exercise price | $ 0.021 | |||||||||||||||||||
Warrants and rights outstanding | $ 22,500 | $ 10,800 | $ 112,500 | |||||||||||||||||
Price per share | $ 0.018 | $ 0.018 | $ 0.018 | |||||||||||||||||
Unsecured Notes Payable Three [Member] | ||||||||||||||||||||
Warrants and rights outstanding | $ 90,000 | |||||||||||||||||||
Unsecured Notes Payable Three [Member] | Common Stock [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.018 | |||||||||||||||||||
Unsecured Notes Payable Three [Member] | Series 3 [Member] | ||||||||||||||||||||
Notes payable | $ 137,500 | |||||||||||||||||||
Interest rate, percentage | 11.25% | |||||||||||||||||||
Maturity date | Feb. 23, 2023 | |||||||||||||||||||
Issue discount | $ 15,000 | |||||||||||||||||||
Unsecured Notes Payable Three [Member] | Series 3 [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 2,500,000 | |||||||||||||||||||
Warrant exercise price | $ 0.10 | |||||||||||||||||||
Unsecured Notes Payable Four [Member] | Series 4 [Member] | ||||||||||||||||||||
Notes payable | $ 110,000 | $ 110,000 | ||||||||||||||||||
Interest rate, percentage | 12% | 12% | 12% | |||||||||||||||||
Maturity date | May 05, 2023 | May 05, 2023 | ||||||||||||||||||
Unsecured Notes Payable Four [Member] | Series 4 [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Debt instrument convertible | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||
Unsecured Notes Payable Five [Member] | Series 5 [Member] | ||||||||||||||||||||
Notes payable | $ 82,500 | |||||||||||||||||||
Interest rate, percentage | 12% | 12% | ||||||||||||||||||
Maturity date | May 05, 2023 | |||||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 3,750,000 | 3,750,000 | ||||||||||||||||||
Warrant exercise price | $ 0.02 | $ 0.02 | ||||||||||||||||||
Issue discount | $ 7,500 | $ 7,500 | ||||||||||||||||||
Notes payable | 82,500 | 82,500 | ||||||||||||||||||
Unsecured Notes Payable Five [Member] | Series 5 [Member] | Common Stock [Member] | ||||||||||||||||||||
Warrants and rights outstanding | $ 67,500 | $ 67,500 | ||||||||||||||||||
Share issued price per share | $ 0.018 | $ 0.018 | ||||||||||||||||||
Unsecured Notes Payable Six [Member] | ||||||||||||||||||||
Notes payable | $ 55,000 | |||||||||||||||||||
Unsecured Notes Payable Six [Member] | Series 5 [Member] | ||||||||||||||||||||
Notes payable | $ 220,000 | $ 110,000 | $ 110,000 | |||||||||||||||||
Interest rate, percentage | 12% | 12% | 12% | 12% | 12% | |||||||||||||||
Maturity date | Oct. 14, 2023 | Oct. 14, 2023 | May 05, 2023 | |||||||||||||||||
Class of warrant or right number of securities called by warrants or right | 10,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Warrant exercise price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||
Warrants and rights outstanding | $ 180,000 | $ 90,000 | $ 90,000 | |||||||||||||||||
Issue discount | $ 20,000 | $ 10 | $ 10 | $ 10,000 | $ 10,000 | |||||||||||||||
Share issued price per share | $ 0.018 | $ 0.018 | $ 0.018 | |||||||||||||||||
Notes payable | $ 220,000 | $ 110,000 | $ 110,000 | |||||||||||||||||
Unsecured Notes Payable Six [Member] | Series 5 [Member] | Common Stock [Member] | ||||||||||||||||||||
Warrants and rights outstanding | $ 90,000 | $ 90,000 | ||||||||||||||||||
Share issued price per share | $ 0.018 | $ 0.018 | ||||||||||||||||||
Unsecured Notes Payable Six [Member] | Series Six [Member] | ||||||||||||||||||||
Notes payable | $ 55,000 | |||||||||||||||||||
Interest rate, percentage | 12% | 12% | ||||||||||||||||||
Maturity date | Sep. 16, 2023 | |||||||||||||||||||
Issue discount | $ 5,000 | $ 5,000 | ||||||||||||||||||
Unsecured Notes Payable Six [Member] | Series Six [Member] | Common Stock [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||
[1]Series 2:[2]On February 15, 2022, we issued two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 67,000 13,004 110,000 12 May 5, 2023 0.02 5,000,000 0.02 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 17, 2022 | Oct. 11, 2021 | Feb. 17, 2021 | Sep. 30, 2022 | Apr. 27, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Sep. 24, 2021 |
Warrant exercise price | $ 0.025 | |||||||
Warrants and rights outstanding | $ 864,000 | $ 9,000 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||
Debt instrument interest rate stated percentage | 11% | |||||||
Class of warrant or right number of securities called by warrants or right | 192,073,017 | |||||||
Debt conversion description | The Notes have a term of thirty-six months and mature on February 17, 2024, unless earlier converted. The Notes accrue interest at a rate of 11% per annum, subject to increase to 20% per annum upon default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding the above, at our election, any interest payable on an applicable payment date may be paid in registered shares of our Common Stock in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average volume-weighted average price of our Common Stock for the five (5) days immediately preceding the date of conversion. | |||||||
Interest payable current and noncurrent | $ 3,300,000 | $ 453,750 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Maximum [Member] | ||||||||
Price per share | $ 0.025 | |||||||
Securities Purchase Agreement [Member] | Investors [Member] | Minimum [Member] | ||||||||
Price per share | $ 0.020 | |||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | ||||||||
Class of warrant or right number of securities called by warrants or right | 192,073,017 | 1,000 | 192,073,017 | |||||
Voting rights description | The Series F Preferred Stock has no voting rights and converts into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon the date on which stockholder approval for such issuance is obtained. | |||||||
Common Stock [Member] | ||||||||
Warrants and rights outstanding | $ 45,000 | |||||||
Price per share | $ 0.018 | |||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||
Class of warrant or right number of securities called by warrants or right | 192,073,017 | |||||||
Price per share | $ 0.0045 | $ 0.02 | ||||||
Unsecured Notes Payable [Member] | ||||||||
Proceeds from unsecured note payable | $ 50,000 | |||||||
Debt instrument interest rate stated percentage | 12% | |||||||
Maturity date | Apr. 06, 2022 | |||||||
Warrants and rights outstanding | $ 22,500 | |||||||
Unsecured Notes Payable [Member] | Common Stock [Member] | ||||||||
Class of warrant or right number of securities called by warrants or right | 1,250,000 | |||||||
Warrant exercise price | $ 0.021 | |||||||
Price per share | $ 0.018 |
Schedule of senior secured Note
Schedule of senior secured Notes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Senior Secured Notes | ||
Principal | $ 16,500,000 | $ 16,500,000 |
Less discount | 1,900,760 | 3,580,608 |
Principal, net of discount | $ 14,599,240 | $ 12,919,392 |
Senior Secured Notes (Details N
Senior Secured Notes (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Senior Secured Notes | ||
Accrued interest payable | $ 3,300,000 | $ 453,750 |
Accruing interest rate | 20% | 11% |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 02, 2022 | Nov. 24, 2021 | Nov. 02, 2021 | Oct. 11, 2021 | Apr. 07, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2022 | Jan. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||
Fair value adjustment of warrants | $ 9,000 | |||||||||||
Issuance of conversion shares, shares | 668,214 | |||||||||||
Mr. Canouse [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion value | 1,500,000 | |||||||||||
Phil Falcone [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion shares, shares | 100 | |||||||||||
Jeff Canouse [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion shares, shares | $ 1,500 | |||||||||||
FFO1 Irrevocable Tust [Member] | Series E-1 Preferred Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion value | 461,000 | |||||||||||
FFO2 Irrevocable Tust [Member] | Series E-1 Preferred Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion value | 461,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of conversion value | 75,000,000 | 255,555,556 | 192,073,017 | 192,073,017 | 75,000,000 | |||||||
Issuance of conversion shares, shares | ||||||||||||
Mr. Zenna [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Price per shares | $ 0.018 | $ 0.025 | ||||||||||
Fair value adjustment of warrants | $ 9,000 | |||||||||||
Board of Directors Chairman [Member] | Mr. Zenna [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consulting fees | 0 | 57,000 | ||||||||||
Mr. Zenna [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares acquired, shares | 500,000 | |||||||||||
Chief Executive Officer [Member] | Philip Falcone [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consulting fees | 420,000 | $ 315,000 | ||||||||||
Monthly renmuneration | $ 35,000 | |||||||||||
Payment for bonus | $ 505,972 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||
Nov. 24, 2021 | Nov. 11, 2021 | Nov. 05, 2021 | Nov. 02, 2021 | Oct. 11, 2021 | Sep. 16, 2021 | Aug. 20, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Jul. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2022 | Feb. 15, 2022 | |
Debt instrument converted shares | 1,148,500,170 | 866,192,064 | ||||||||||||
Shares issued for license | ||||||||||||||
Convertible note spayable | $ 2,305,500 | 850,000 | ||||||||||||
Conversion of convertible securities | $ 668,214 | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Number of shares issued | 1,500,000 | |||||||||||||
Shares issued for license | $ 1,500 | |||||||||||||
Share issued price per share | $ 0.018 | |||||||||||||
Conversion of convertible shares | 75,000,000 | 255,555,556 | 192,073,017 | 192,073,017 | 75,000,000 | |||||||||
Conversion of convertible securities | ||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||
Stock cancelled | $ 39,895,000 | |||||||||||||
Common Stock [Member] | Exchange Agreement [Member] | ||||||||||||||
Conversion of shares | 39,895,000 | |||||||||||||
Number of shares issued | 1,091,388,889 | 1,091,388,889 | ||||||||||||
Stock cancelled | $ 39,895,000 | |||||||||||||
CZJ License, Inc [Member] | ||||||||||||||
Share issued price per share | $ 10 | |||||||||||||
Number of shares issued on acquisition, shares | 300,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Temporary equity, shares authorized | 100,000 | |||||||||||||
Debt instrument conversion percentage | 9.99% | |||||||||||||
Debt instrument converted shares | 3,420 | |||||||||||||
Diluted shares | 360,000,000 | |||||||||||||
Number of shares issued | 92,999 | |||||||||||||
Shares issued for license | $ 343,094 | |||||||||||||
Preferred shares, description | the acquisition cost derived using the $0.04 market price on that date of $0.04 multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied by 50% of that value. | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Debt instrument conversion percentage | 9.99% | |||||||||||||
Temporary equity, shares authorized | 10,000 | 10,000 | ||||||||||||
Voting rights, description | Holders of Series C Preferred Stock are entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, without the consent of the holders of 80% of the shares of Series C Preferred Stock then outstanding, we may not redeem, repurchase or otherwise acquire directly or indirectly any securities deemed junior to such Series C Preferred Stock (“Junior Securities”) nor may we directly or indirectly pay or declare or make any distribution upon, nor may any distribution be made in respect of, any Junior Securities | |||||||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 100 | $ 100 | ||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Debt instrument converted shares | 100 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Temporary equity, shares authorized | 230,000 | 230,000 | ||||||||||||
Temporary equity stated value per share | $ 3.32 | |||||||||||||
Notes payable | $ 1,028,000 | |||||||||||||
Convertible note spayable | $ 230,000 | |||||||||||||
Conversion of convertible shares | 75,000 | 75,000 | ||||||||||||
Preferred stock, shares outstanding | 155,000 | |||||||||||||
Temporary equity, shares outstanding | 155,000 | 155,000 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 3.32 | $ 3.32 | ||||||||||||
Series D Preferred Stock [Member] | Minimum [Member] | ||||||||||||||
Debt instrument conversion percentage | 4.99% | |||||||||||||
Series D Preferred Stock [Member] | Maximum [Member] | ||||||||||||||
Debt instrument conversion percentage | 9.99% | |||||||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Debt instrument converted shares | 1,000 | |||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||
Number of shares issued | 1,000 | 1,000 | ||||||||||||
Shares issued for license | $ 4,225,062 | $ 4,225,062 | ||||||||||||
Temporary equity, shares authorized | 1,000 | 1,000 | ||||||||||||
Temporary equity stated value per share | $ 1,000 | |||||||||||||
Temporary equity description | the conversion rate for each share of Series E Preferred Stock was amended to equal (i)(a) 56.60% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series E Certificate), divided by (ii) the total number of shares of Series E Preferred Stock, (iii) rounded to the nearest thousandth. The total number of Fully-Diluted Shares is set as of, and cannot change after the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 2,243,888,889 shares of Common Stock. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.4340. | |||||||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 1,000 | $ 1,000 | ||||||||||||
Series E Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||||||
Conversion of convertible shares | 1,000 | |||||||||||||
Conversion of shares | 1,000 | |||||||||||||
Conversion of convertible securities | $ 4,225,062 | |||||||||||||
Series E Preferred Stock [Member] | Sovryn Holdings, Inc [Member] | ||||||||||||||
Number of shares issued on acquisition, shares | 1,000 | |||||||||||||
Number of shares issued on acquisition | $ 4,225,062 | |||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||
Temporary equity, shares authorized | 1,152,500 | 1,152,500 | ||||||||||||
Temporary equity, shares outstanding | 1,152,500 | 0 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 0.87 | $ 0.87 | ||||||||||||
Series E-1 Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||||||
Number of shares issued | 1,152,500 | |||||||||||||
Series E One Convertible Preferred Stock [Member] | ||||||||||||||
Temporary equity, shares authorized | 1,152,500 | |||||||||||||
Temporary equity, shares outstanding | 1,152,500 | |||||||||||||
Temporary equity, stated value | $ 0.87 | |||||||||||||
Shares converted into common stock | 1,000 | |||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||
Shares issued for license | $ 864,000 | |||||||||||||
Temporary equity, shares authorized | 1,000 | 1,000 | ||||||||||||
Conversion of convertible shares | 1,000 | 1,000 | ||||||||||||
Temporary equity description | the conversion rate for each share of Series F Preferred Stock was amended to equal (i)(a) 4.84% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series F Certificate), divided by (ii) the total number of shares of Series F Preferred Stock, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares is set as of, and can not change after the Approval Date. Based on the full-diluted shares outstanding, this equated to 192,073,017 shares of Common Stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9516. | |||||||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 1 | $ 1 | ||||||||||||
Common stock, par value | $ 0.0045 | |||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||
Number of shares issued | 4,600 | |||||||||||||
Shares issued for license | $ 1,000 | |||||||||||||
Temporary equity, shares authorized | 4,600 | 4,600 | 4,600 | |||||||||||
Temporary equity stated value per share | $ 1,000 | |||||||||||||
Conversion of convertible shares | 4,600 | |||||||||||||
Temporary equity description | the conversion rate for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series G Certificate, divided by (ii) the total number of shares of Series G Preferred Stock, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares is set as of, and does not change after the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 255,555,556 shares of common stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9355. | |||||||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||||||
Temporary equity, stated value | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity, stated value | $ 1,000 | $ 1,000 | ||||||||||||
Temporary equity, value, subscriptions | $ 4,600,000 | |||||||||||||
Series G Preferred Stock [Member] | Minimum [Member] | ||||||||||||||
Debt instrument conversion percentage | 4.99% | |||||||||||||
Series G Preferred Stock [Member] | Maximum [Member] | ||||||||||||||
Debt instrument conversion percentage | 9.90% | |||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||
Temporary equity, shares authorized | 39,895 | 39,895 | 39,895 | |||||||||||
Voting rights, description | Shares of Series H Preferred Stock have no voting rights and are senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents. Each share of Series H Preferred Stock may be converted into 1,000 shares of Common Stock, subject to a maximum ownership limit of 9.99%. | |||||||||||||
Temporary equity, shares outstanding | 39,895 | 39,895 | ||||||||||||
Temporary equity, stated value | $ 1 | $ 0.001 | $ 0.001 | |||||||||||
Temporary equity, stated value | $ 1 | $ 1 | ||||||||||||
Stock cancelled | $ 39,895 | |||||||||||||
Series H Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||||||
Conversion of shares | 39,895 | |||||||||||||
Number of shares issued | 39,895 | |||||||||||||
Conversion of shares | $ 3,989,500 |
The value was allocated to the
The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model. At December 31, 2022 and 2021, the Warrant transactions are summarized below: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Aggregate intrinsic value, issued | $ 964,800 | $ 3,464,529 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants, balance, beginning of year | 192,573,017 | |
Weighted average exercise price, beginning of year | $ 0.020 | |
Weighted average life excercised (in years) | 4 years 1 month 16 days | 4 years 1 month 16 days |
Weighted average grant date fair value, beginning of period | $ 872,588 | |
Aggregate intrinsic value , beginning balance | $ 3,464,529 | |
Weighted average exercise price, issued | $ 0.024 | $ 0.020 |
Weighted average life (years), issued | 4 years 9 months 29 days | 4 years 1 month 16 days |
Weighted average grant date fair value, issued | $ 102,001 | $ 872,588 |
Aggregate intrinsic value, issued | $ 964,800 | $ 3,464,529 |
Number of warrants, balance, end of period | 246,173,016 | 192,573,017 |
Weighted average exercise price, ending of year | $ 0.021 | $ 0.020 |
Weighted average life excercised (in years) | 3 years 8 months 9 days | 4 years 1 month 16 days |
Weighted average grant date fair value, end of period | $ 399,783 | $ 872,588 |
Aggregate intrinsic value, ending balance | $ 4,431,114 | $ 3,464,529 |
Warrant [Member] | February Seventeen Twenty Twenty One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants, issued | 53,600,000 | 192,573,017 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||
Oct. 25, 2022 | Dec. 28, 2021 | Nov. 24, 2021 | Nov. 11, 2021 | Nov. 05, 2021 | Nov. 02, 2021 | Oct. 11, 2021 | Sep. 16, 2021 | Apr. 07, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Jul. 17, 2020 | Dec. 31, 2022 | Feb. 17, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Apr. 27, 2022 | Feb. 15, 2022 | Aug. 31, 2021 | Aug. 14, 2021 | Aug. 13, 2021 | |
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||
Preferred stock, shares designated | 48,617,400 | 48,617,400 | |||||||||||||||||||
Conversion of convertible note into common stock | $ 80,004 | $ 80,004 | $ 80,004 | ||||||||||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 500,000,000 | 6,000,000,000 | |||||||||||||||
Common stock, shares outstanding | 1,603,095,243 | 1,603,095,243 | |||||||||||||||||||
Conversion of debt to Series D Preferred | $ 668,214 | ||||||||||||||||||||
Warrants issued | $ 500,000 | $ 53,600,000 | $ 192,573,016 | ||||||||||||||||||
Warrant outstanding | $ 9,000 | $ 864,000 | |||||||||||||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | |||||||||||||||||||
Warrant exercisable | $ 0.025 | ||||||||||||||||||||
Arena Partners L L P [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | $ 192,073,017 | ||||||||||||||||||||
Issuance of warrants, description | Common Stock to Arena that are exercisable for a five-year period from the date of issuance and, based on an amendment made on September 24, 2021, such warrants may be converted into Common Stock at $0.02 per share, subject to a maximum ownership limit of 9.99%. | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of convertible note into common stock (in shares) | 4,000,216 | 4,000,216 | 4,000,216 | ||||||||||||||||||
Conversion of convertible note into common stock | $ 4,000 | ||||||||||||||||||||
Conversion of convertible shares | 75,000,000 | 255,555,556 | 192,073,017 | 192,073,017 | 75,000,000 | ||||||||||||||||
Conversion of debt to Series D Preferred | |||||||||||||||||||||
Stock cancelled and exchange | $ 39,895,000 | ||||||||||||||||||||
Warrant outstanding | $ 45,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.02 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant exercise price | $ 0.018 | $ 0.0045 | |||||||||||||||||||
Mr. Canouse [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of debt to Series D Preferred | $ 1,500 | ||||||||||||||||||||
Mr. Canouse [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of convertible shares | 1,500,000 | ||||||||||||||||||||
Exchange Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of shares | 39,895,000 | ||||||||||||||||||||
Number of shares issued on conversion | 1,091,388,889 | 1,091,388,889 | |||||||||||||||||||
Stock cancelled and exchange | $ 39,895,000 | ||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 100 | 100 | |||||||||||||||||||
Preferred stock, voting rights | Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor conversion feature. | Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total voting power of each class of stock outstanding. Holders of shares of Series B Preferred are entitled to such 51% voting rights regardless of the number of voting shares issued by the company at any time. | |||||||||||||||||||
Preferred stock, shares outstanding | 100 | 100 | |||||||||||||||||||
Series B Preferred Stock [Member] | Mr. Canouse [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of shares | 100 | ||||||||||||||||||||
Conversion of convertible shares | 100 | ||||||||||||||||||||
Series B Preferred Stock [Member] | License Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 100 | ||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of convertible shares | 1,000 | 1,000 | |||||||||||||||||||
Warrant exercise price | $ 0.0045 | ||||||||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of convertible shares | 4,600 | ||||||||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, voting rights | Shares of Series H Preferred Stock have no voting rights and are senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents. Each share of Series H Preferred Stock may be converted into 1,000 shares of Common Stock, subject to a maximum ownership limit of 9.99%. | ||||||||||||||||||||
Stock cancelled and exchange | $ 39,895 | ||||||||||||||||||||
Series H Preferred Stock [Member] | Exchange Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of shares | 39,895 | ||||||||||||||||||||
Number of shares issued on conversion | 39,895 | ||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 155,000 | ||||||||||||||||||||
Conversion of convertible shares | 75,000 | 75,000 |
Schedule of Previous Year Asset
Schedule of Previous Year Assets Liabilities and Expenses (Details) - CZJ License, Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | ||
Liabilities | ||
Selling, general and administrative | (190,857) | |
Amortization | 74,760 | |
Professional fees | 213,500 | |
Loss from discontinued operations | 479,117 | |
Selling, general and administrative | 190,857 | |
Loss from discontinued operations | $ 479,117 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - $ / shares | Nov. 15, 2021 | Feb. 16, 2021 |
Purchase and Sale Agreement [Member] | ||
Agreement description | we entered into a purchase and sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At the closing of such transaction, ZA Group Inc. delivered a convertible promissory note with a principal amount equal to the purchase price. The interest rate on the note was 5% per annum and matures on November 5, 2023. The note may be converted, from time to time, after 180 days from the issuance date of the note into common stock of ZA Group Inc, at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc. | |
CZJ License, Inc [Member] | ||
Number of shares issued on acquisition, shares | 300,000 | |
Price per share | $ 10 |
Schedule of Income Tax Expense
Schedule of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss for the year | $ (13,139,810) | $ (14,262,579) |
Statutory and effective tax rates | 21% | 21% |
Income taxes expenses (recovery) at the effective rate | $ (2,759,360) | $ (2,995,142) |
Effect of change in tax rates | ||
Permanent differences | ||
Valuation allowance | 2,759,360 | 2,995,142 |
Income tax expense and income tax liability |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Asset (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax loss carried forward | ||
Deferred tax assets | 2,759,360 | 2,995,142 |
Valuation allowance | (2,759,360) | (2,995,142) |
Deferred taxes recognized |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | Dec. 31, 2022 USD ($) |
Expire In Twenty Thirty Nine [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax losses | $ 25 |
Expire in Twenty Forty [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax losses | $ 25 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jan. 10, 2024 | Nov. 10, 2023 | Feb. 03, 2023 | Feb. 01, 2023 | Oct. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2022 | |
Subsequent Event [Line Items] | ||||||||
Shares converted | 230,000 | 230,000 | ||||||
Accrued interest, penalties and fees | $ 3,500,000 | |||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share issued price per share | $ 0.018 | |||||||
Shares converted | 1,152,500,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Other subsequent description | On November 10, 2023, Philip Falcone, individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that a promissory note (the “Z4 Note”) had been issued by the Company, dated December 28, 2021, by Z4 MGMT LLC (“Z4”), which was guaranteed by each of FFO1 and FFO2. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment in the amount of $581,304 against the Company, FFO1, FFO2, and Philip Falcone personally, in favor of Z4. | On February 3, 2023, we entered into a securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023. | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Received in credit | $ 11,600,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share issued price per share | $ 0.02 | |||||||
Subsequent Event [Member] | Unsecured Convertible Notes Payable [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from unsecured notes payable | $ 220,000 | |||||||
Interest rate, percentage | 12% | |||||||
Maturity date | Jan. 10, 2024 | |||||||
Discount value | $ 20,000 | |||||||
Subsequent Event [Member] | Unsecured Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion price | $ 0.02 | |||||||
Common stock, percentage | 4.99% | |||||||
Warrants purchase | 40,000,000 |