Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | May 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | |
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 Common Stock, Shares Outstanding | 1,603,095,243 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | ||
Prepaid expenses | 12,722 | |
Assets from discontinued operations | 11,726,332 | |
Total Current Assets | 11,739,054 | |
Investments | 100 | |
Total Assets | 11,739,154 | |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,129,692 | 741,399 |
Derivative liability | 4,429,329 | 4,429,329 |
Promissory notes | 1,067,947 | 936,112 |
Convertible notes | 2,472,417 | 1,883,295 |
Interest payable on senior secured notes | 4,661,250 | 3,300,000 |
Senior secured notes, net of discount | 15,855,675 | 14,599,240 |
Liabilities from discontinued operations | 2,582,902 | |
Total current liabilities | 29,615,310 | 28,472,277 |
Capital Stock: | ||
Preferred Stock value | ||
Common Shares - $0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively | 1,603,095 | 1,603,095 |
Additional paid in capital | 10,549,165 | 10,549,265 |
Accumulated deficit | (41,768,918) | (28,886,831) |
Total stockholders’ deficit | (29,616,658) | (16,734,471) |
Total liabilities and stockholders’ deficit | 11,739,154 | |
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] | ||
Capital Stock: | ||
Preferred Stock value | ||
Series B Preferred Stock [Member] | ||
Capital Stock: | ||
Preferred Stock value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 issued | 0 | 0 |
Temporary equity, shares outstanding | 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 issued | 155,000 | 155,000 |
Temporary equity, shares outstanding | 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 issued | 0 | 0 |
Temporary equity, shares outstanding | 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 issued | 1,152,500 | 1,152,500 |
Temporary equity, shares outstanding | 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 issued | 0 | 0 |
Temporary equity, shares outstanding | 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 issued | 0 | 0 |
Temporary equity, shares outstanding | 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 issued | 39,895 | 39,895 |
Temporary equity, shares outstanding | 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 issued | 0 | 0 |
Preferred stock, shares outstanding | 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 issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Selling, general and administrative | 130,664 | 351,022 | 327,855 | |
Professional fees | 206,623 | 107,740 | 1,484,393 | |
Total operating expenses | 337,287 | 458,762 | 1,812,248 | |
Loss before other expense | (337,287) | (458,762) | (1,812,248) | |
Other income (expenses) | ||||
Other income | 10,034 | 29,081 | ||
Loss on disposition of assets | (15,859,990) | |||
Interest expense | (1,034,496) | (1,450,495) | (3,248,679) | (4,466,875) |
Total other expense | (1,034,496) | (1,440,461) | (19,108,669) | (4,437,794) |
Loss from continuing operations | (1,034,496) | (1,777,748) | (19,567,431) | (6,250,042) |
Income (loss) from discontinued operations | (101,525) | 6,685,344 | (699,389) | |
Net loss and comprehensive loss | $ (1,034,496) | $ (1,879,273) | $ (12,882,087) | $ (6,949,431) |
Net loss per share-Basic and diluted | $ (0.001) | $ (0.002) | $ (0.008) | $ (0.003) |
Average number of shares of common stock outstanding | 1,603,095,243 | 1,599,095,027 | 1,603,095,243 | 1,599,095,027 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,599,095 | $ 10,473,261 | $ (15,747,021) | $ (3,674,665) |
Beginning balance (in shares) at Dec. 31, 2021 | 1,599,095,027 | |||
Net loss for the period | (6,949,431) | (6,949,431) | ||
Ending balance, value at Sep. 30, 2022 | $ 1,599,095 | 10,473,261 | (22,696,452) | (10,652,096) |
Ending balance (in shares) at Sep. 30, 2022 | 1,599,095,027 | |||
Beginning balance, value at Dec. 31, 2022 | $ 1,603,095 | 10,549,265 | (28,886,831) | (16,734,471) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,603,095,243 | |||
Net loss for the period | (100) | (12,882,087) | (12,882,187) | |
Ending balance, value at Sep. 30, 2023 | $ 1,603,095 | $ 10,549,165 | $ (41,768,918) | $ (29,616,658) |
Ending balance (in shares) at Sep. 30, 2023 | 1,603,095,243 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss from continuing operations for the period | $ (19,567,431) | $ (6,250,042) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortized interest | 1,647,666 | 1,834,916 |
Accrued interest on notes receivable | (23,810) | |
Fair value of Warrant issued for services | 9,000 | |
Loss on disposal of assets | 9,143,430 | |
Changes in assets and liabilities: | ||
Accounts payable and accruals | 1,749,542 | 138,591 |
Prepaid expenses | 12,722 | 13,318 |
Net cash used in operating activities | (7,014,071) | (2,256,779) |
Cash flows from investing activities: | ||
Purchases of equipment, intangible assets and goodwill | (30,427) | |
Funds advanced for note receivable | (58,874) | |
Net cash used in investing activities | (89,301) | |
Cash flows from financing activities: | ||
Proceeds from convertible and subordinate notes sold, net | 328,726 | 1,452,000 |
Net cash provided by financing activities | 328,726 | 1,452,000 |
Cash flows used in continuing operations | (894,081) | |
Cash flows from discontinued operations: | ||
Net cash (used in) provided by operating activities | (6,685,345) | 893,352 |
Cash flows from discontinued operations | (6,685,345) | |
Net decrease in cash | (729) | |
Cash, beginning of period | 729 | |
Cash, end of period | ||
SUPPLEMENTAL DISCLOSURE | ||
Interest paid | 529,786 | |
Taxes paid |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Madison Technologies Inc. (“Madison” or the “Company” or “we” or “us” or “our”) was incorporated on June 15, 1998 in the State of Nevada, and our shares of common stock, par value $0.001 per share (“Common Stock”), are quoted on the Experts Market tier of the over-the-counter market operated by OTC Markets, Inc. We are 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. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern The accompanying condensed 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 | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Use of estimates The preparation of the condensed 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 condensed consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc. and SovRryn Holdings Inc. (“Sovryn”). Sovryn is consolidated up until January 31, 2023 and recognized as a discontinued operation. All the intercompany balances and transactions have been eliminated in the consolidation. Interim Reporting While the information presented in the accompanying interim three-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2022 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2022 annual financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that can be expected for the year ended December 31, 2023. 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. For January 2023, we had one main revenue source, which is the leasing of television channels, and no revenue source thereafter. 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. Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” Financial instruments Our financial instruments consist principally of 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”. Derivative Liabilities We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. 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 September 30, 2023 and 2022, no options were outstanding and 286,173,016 231,173,016 23,656,587 19,874,163 1,212,624,000 1,014,123,286 318,056,580 155,000,000 1,152,500,000 39,895,000 3,164,248,596 2,592,691,302 4.99 9.99 Schedule of Potentially Dilutive Securities September 30, 2023 September 30, 2022 Warrants 286,173,016 231,173,016 Convertible Preferred Stock 1,665,451,580 1,347,395,000 Convertible debt 1,212,624,000 1,014,123,286 Total 3,164,248,596 2,592,691,302 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; ©) 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 condensed 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. We do not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 2 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are summarized below: September 30, 2023 December 31, 2022 Accounts payable $ 390,737 $ 371,987 Accrued expenses 293,209 174,078 Accrued interest 445,746 195,334 Total $ 1,129,692 $ 741,399 |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 3 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 total volume of our Common Stock traded is approximately 3,700,000 shares since January 1, 2023, representing 0.2% of our outstanding shares and (ii) since July 2022 through the date of this Quarterly Report on form 10-Q, our Common Stock is listed on the OTC Expert Market that limits visibility of our Common Stock to investors. Valuation methods such at Black-Scholes rely on daily closing prices and their volatility. As a better representation of value, management used a share price of $0.018 per share to determine the derivative liability from warrants issued through December 31, 2022, 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 nine months ended September 30, 2023, our derivative liability was as follows: Schedule of Derivative Liability September 30, 2023 Balance at January 1, 2023 $ 4,429,329 Liability for Warrants issued — Balance at September 30, 2023 $ 4,429,329 In the nine months ended September 30, 2023, we issued warrants to purchase up to 40,000,000 0.02 |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Promissory Notes | |
Promissory Notes | Note 4 Promissory Notes On December 28, 2021, we issued a $ 500,000 12 500,000 December 31, 2023 0.025 9,000 0.018 convertible notes having an aggregate principal amount of $16.5 million (collectively, the “ funds affiliated with Arena Investors, LP (collectively, 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 | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 5 Convertible Notes Payable Our convertible notes payable, all of which are current liabilities, are as follows as of: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Series 1 (a) 1,050,000 1,050,000 Series 2 (b) 470,000 250,000 Series 3 (c) 208,000 208,000 Series 4 (d) 220,000 550,000 Series 5 (e) 542,500 192,500 Series 6 (f) 55,000 55,000 Principal outstanding 2,545,500 2,305,500 Less discount 73,083 426,094 Principal outstanding, net $ 2,472,417 $ 1,879,406 (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 12 600,000 0.021 10,800 0.018 On February 17, 2022, we issued a $ 50,000 12 1,250,000 0.021 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 10,000 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 | 9 Months Ended |
Sep. 30, 2023 | |
Senior Secured Notes | |
Senior Secured Notes | Note 6 Senior Secured Notes On February 17, 2021, we entered into a securities purchase agreement with the Investors pursuant to which we issued the Notes. The Notes are secured by a blanket lien on all of the Company’s assets and the shares of our Common Stock and Preferred Stock (the “Pledged Assets”) held by Philip Falcone, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust and Korr Value LP (the “Pledgors”), which shares may be voted by the Investors in the event of default. 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 4,661,250 3,300,000 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 (the “Agent”) for the Investors notified us that certain events of default have occurred and were continuing under the 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 Notes, that we have an obligation for interest, including default interest, fees and expenses in connection with the 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 September 30, 2023 and December 31, 2022, the outstanding liability for the Notes is as follows: Schedule of senior secured Note September 30, 2023 December 31, 2022 Principal $ 16,500,000 $ 16,500,000 Less discount 644,325 1,900,760 Principal, net of discount $ 15,855,675 $ 14,599,240 As of September 30, 2023 and December 31, 2022, accrued interest payable was $ 4,661,250 3,300,000 |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party | Note 7 Related Party 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, plus expenses in connection with his duties, responsibilities and performance as chief executive officer. In February 2021, Sovryn entered into consulting agreement with GreenRock LLC to provide us with chief executive officer services. In the nine months ended September 30, 2023 and 2022, we paid GreenRock LLC $ 35,000 270,000 0 163,473 255,794 $488,934 During the three months ended September 30, 2022, our Chief Executive Officer advanced us funds for our operations and as of September 30, 2022, we owed $ 28,658 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2023 | |
Mezzanine Equity | |
Mezzanine Equity | Note 8 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 As of September 30, 2023, no shares of Series A Preferred Stock are outstanding. Series C Preferred Stock There are 10,000 9.99 100 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 of September 30, 2023 and 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 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 3,989,500 39,895 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 9 Shareholders’ Equity Preferred Stock As of September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, there were 100 Common Stock As of September 30, 2023 and December 31, 2022 there were 1,603,095,243 Warrants On January 10, 2023, we issued two unsecured convertible subordinate notes totaling $ 220,000 40,000,000 0.02 The Warrants issued were loan incentives. The value was allocated to the warrants based on its fair value on the date of the grant, as determined using the Black-Scholes option pricing model. For the nine months ended September 30, 2023, a summary of our warrant activity is as follows: 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 January 1, 2023 246,173,016 $ 0.021 3.69 $ 399,783 $ 4,431,114 - Issued 40,000,000 $ 0.020 6.29 — $ — Exercised — — — — — Expired — — — — — Outstanding and exercisable at September 30, 2023 286,173,016 $ 0.021 3.41 $ 343,904 $ 4,431,114 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 10 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 the Company’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 condensed consolidated financial statements. Effective February 1, 2023, we assigned 100% ownership of Sovryn to the Investors. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. The following is a summary of Sovryn for the nine months ended September 30, 2023 and 2022: Schedule of previous year assets liabilities and expenses September 30, September 30, 2023 2022 Assets Current assets $ — $ 92,970 Property, equipment and right-of-use assets — 2,664,994 Intangible assets — 12,024,012 Total Assets — 14,781,976 Liabilities Accounts payable and accrued liabilities — 1,025,720 Lease liability obligations — 1,465,584 Total Liabilities — 2,492,305 Revenues 163,620 1,431,762 Selling, general and administrative (173,359 ) (425,524 ) Television operation — (257,483 ) Amortization — (242,481 ) Professional fees — (1,072,374 ) Interest expense — (80,622 ) Gain (loss) on asset disposals 6,695,083 (52,668 ) Impairment loss — — Gain (loss) from discontinued operations $ 6,685,344 $ (699,389 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 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: September 30, 2023 September 30, 2022 Net loss for the nine-month period $ (19,567,431 ) $ (6,949,431 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (4,109,161 ) $ (1,459,380 ) Effect of change in tax rates — — Permanent differences — — Valuation allowance 4,109,161 1,459,380 Income tax expense and income tax liability $ — $ — As of September 30, 2023 and December 31, 2022, 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 September 30, 2023 December 31, 2022 Tax loss carried forward $ — $ — Deferred tax assets $ 6,868,521 $ 2,759,360 Valuation allowance (6,868,521 ) (2,759,360 ) Deferred taxes recognized $ — $ — Tax losses of approximately $ 30 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events 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 (as defined in such notice) and to exercise the Investors’ 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 (the “Change of Control”). 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 the Company 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 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust. 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 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr. Falcone personally, in favor of Z4 On February 18, 2024, Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court of the State of New York County of New York that affirmed that the Company owes Agile for funds received on January 30, 2023, less funds the Company subsequently repaid, and for accrued interest and collection fees, which Agile determined to be $ 190,444 Presently, we are default on all of our outstanding promissory and convertible notes payable (See Notes 4, 5 and 6), which have $ 4.1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the condensed 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 condensed consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc. and SovRryn Holdings Inc. (“Sovryn”). Sovryn is consolidated up until January 31, 2023 and recognized as a discontinued operation. All the intercompany balances and transactions have been eliminated in the consolidation. |
Interim Reporting | Interim Reporting While the information presented in the accompanying interim three-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2022 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2022 annual financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that can be expected for the year ended December 31, 2023. |
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. For January 2023, we had one main revenue source, which is the leasing of television channels, and no revenue source thereafter. 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. |
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 ” |
Financial instruments | Financial instruments Our financial instruments consist principally of 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”. |
Derivative Liabilities | Derivative Liabilities We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
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 September 30, 2023 and 2022, no options were outstanding and 286,173,016 231,173,016 23,656,587 19,874,163 1,212,624,000 1,014,123,286 318,056,580 155,000,000 1,152,500,000 39,895,000 3,164,248,596 2,592,691,302 4.99 9.99 Schedule of Potentially Dilutive Securities September 30, 2023 September 30, 2022 Warrants 286,173,016 231,173,016 Convertible Preferred Stock 1,665,451,580 1,347,395,000 Convertible debt 1,212,624,000 1,014,123,286 Total 3,164,248,596 2,592,691,302 |
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; ©) 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 condensed 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. We do not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Schedule of Potentially Dilutive Securities September 30, 2023 September 30, 2022 Warrants 286,173,016 231,173,016 Convertible Preferred Stock 1,665,451,580 1,347,395,000 Convertible debt 1,212,624,000 1,014,123,286 Total 3,164,248,596 2,592,691,302 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities are summarized below: | Accounts payable and accrued liabilities are summarized below: September 30, 2023 December 31, 2022 Accounts payable $ 390,737 $ 371,987 Accrued expenses 293,209 174,078 Accrued interest 445,746 195,334 Total $ 1,129,692 $ 741,399 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | For the nine months ended September 30, 2023, our derivative liability was as follows: Schedule of Derivative Liability September 30, 2023 Balance at January 1, 2023 $ 4,429,329 Liability for Warrants issued — Balance at September 30, 2023 $ 4,429,329 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Schedule of Convertible Notes Payable | Our convertible notes payable, all of which are current liabilities, are as follows as of: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Series 1 (a) 1,050,000 1,050,000 Series 2 (b) 470,000 250,000 Series 3 (c) 208,000 208,000 Series 4 (d) 220,000 550,000 Series 5 (e) 542,500 192,500 Series 6 (f) 55,000 55,000 Principal outstanding 2,545,500 2,305,500 Less discount 73,083 426,094 Principal outstanding, net $ 2,472,417 $ 1,879,406 (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 12 600,000 0.021 10,800 0.018 On February 17, 2022, we issued a $ 50,000 12 1,250,000 0.021 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 10,000 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 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Senior Secured Notes | |
Schedule of senior secured Note | As of September 30, 2023 and December 31, 2022, the outstanding liability for the Notes is as follows: Schedule of senior secured Note September 30, 2023 December 31, 2022 Principal $ 16,500,000 $ 16,500,000 Less discount 644,325 1,900,760 Principal, net of discount $ 15,855,675 $ 14,599,240 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
For the nine months ended September 30, 2023, a summary of our warrant activity is as follows: | For the nine months ended September 30, 2023, a summary of our warrant activity is as follows: 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 January 1, 2023 246,173,016 $ 0.021 3.69 $ 399,783 $ 4,431,114 - Issued 40,000,000 $ 0.020 6.29 — $ — Exercised — — — — — Expired — — — — — Outstanding and exercisable at September 30, 2023 286,173,016 $ 0.021 3.41 $ 343,904 $ 4,431,114 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of previous year assets liabilities and expenses | Schedule of previous year assets liabilities and expenses September 30, September 30, 2023 2022 Assets Current assets $ — $ 92,970 Property, equipment and right-of-use assets — 2,664,994 Intangible assets — 12,024,012 Total Assets — 14,781,976 Liabilities Accounts payable and accrued liabilities — 1,025,720 Lease liability obligations — 1,465,584 Total Liabilities — 2,492,305 Revenues 163,620 1,431,762 Selling, general and administrative (173,359 ) (425,524 ) Television operation — (257,483 ) Amortization — (242,481 ) Professional fees — (1,072,374 ) Interest expense — (80,622 ) Gain (loss) on asset disposals 6,695,083 (52,668 ) Impairment loss — — Gain (loss) from discontinued operations $ 6,685,344 $ (699,389 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: | Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: September 30, 2023 September 30, 2022 Net loss for the nine-month period $ (19,567,431 ) $ (6,949,431 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (4,109,161 ) $ (1,459,380 ) Effect of change in tax rates — — Permanent differences — — Valuation allowance 4,109,161 1,459,380 Income tax expense and income tax liability $ — $ — |
Schedule of deferred income tax asset | Schedule of deferred income tax asset September 30, 2023 December 31, 2022 Tax loss carried forward $ — $ — Deferred tax assets $ 6,868,521 $ 2,759,360 Valuation allowance (6,868,521 ) (2,759,360 ) Deferred taxes recognized $ — $ — |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income loss | $ (1,034,496) | $ (1,879,273) | $ (12,882,087) | $ (6,949,431) | $ 13,139,810 |
Working capital deficit | 13,860,314 | ||||
Accumulated deficit | $ 41,768,918 | $ 41,768,918 | $ 28,886,831 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,164,248,596 | 2,592,691,302 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 286,173,016 | 231,173,016 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,665,451,580 | 1,347,395,000 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,212,624,000 | 1,014,123,286 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 3,164,248,596 | 2,592,691,302 |
Interest on convertible debt, net of tax | $ 23,656,587 | $ 19,874,163 |
Debt conversion into stock | 1,212,624,000 | 1,014,123,286 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Common stock, conversion basis | 4.99 | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Common stock, conversion basis | 9.99 | |
Series A Preferred Stock [Member] | Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 318,056,580 | |
Series D Preferred Stock [Member] | Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 155,000,000 | |
Series E-1 Preferred Stock [Member] | Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 1,152,500,000 | |
Series H Preferred Stock [Member] | Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 39,895,000 | |
Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion of shares, stock converted | 286,173,016 | 231,173,016 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities are summarized below: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 390,737 | $ 371,987 |
Accrued expenses | 293,209 | 174,078 |
Accrued interest | $ 445,746 | $ 195,334 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance at January 1, 2023 | $ 4,429,329 |
Liability for Warrants issued | |
Balance at September 30, 2023 | $ 4,429,329 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability description | As a better representation of value, management used a share price of $0.018 per share to determine the derivative liability from warrants issued through December 31, 2022, 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 | $ | $ 40,000,000 |
Common stock per share | $ / shares | $ 0.02 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - USD ($) | Apr. 27, 2022 | Jan. 14, 2022 | Dec. 28, 2021 | Jan. 10, 2024 | Sep. 30, 2023 | Jun. 26, 2022 |
Share issued price per share | $ 0.02 | |||||
Common Stock [Member] | ||||||
Share issued price per share | $ 0.018 | $ 0.02 | ||||
Warrants and rights outstanding | $ 45,000 | |||||
Unsecured Debt [Member] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt fees payable | $ 15,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Unsecured Debt One [Member] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt fees payable | $ 15,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
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% | |||||
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 | Sep. 30, 2023 | Oct. 25, 2022 | ||
Principal outstanding | $ 2,305,500 | $ 2,545,500 | |||
Less discount | 426,094 | 73,083 | |||
Principal outstanding, net | 1,879,406 | $ 2,472,417 | |||
Fixed price per share | $ 0.02 | ||||
Convertible notes | $ 67,000 | ||||
Principal and interest | $ 13,004 | ||||
Unsecured Notes Payable One [Member] | |||||
Maturity date | Dec. 31, 2022 | ||||
Series 1 [Member] | |||||
Principal outstanding | [1] | 1,050,000 | $ 1,050,000 | ||
Series 1 [Member] | Unsecured Notes Payable One [Member] | |||||
Principal outstanding | $ 1,050,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||
Maturity date | Dec. 31, 2022 | ||||
Fixed price per share | $ 0.021 | ||||
Series 2 [Member] | |||||
Principal outstanding | [2] | $ 250,000 | 470,000 | ||
Series 3 [Member] | |||||
Principal outstanding | [3] | 208,000 | 208,000 | ||
Series 4 [Member] | |||||
Principal outstanding | [4] | 550,000 | 220,000 | ||
Series 5 [Member] | |||||
Principal outstanding | [5] | 192,500 | 542,500 | ||
Series Six [Member] | |||||
Principal outstanding | [6] | $ 55,000 | $ 55,000 | ||
[1]Series 1:[2]Series 2:[3]Series 3:[4]Series 4:[5]Series 5:[6]Series 6: |
Schedule of Convertible Notes_2
Schedule of Convertible Notes payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 9 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 | Sep. 30, 2022 | Jan. 10, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 27, 2022 | Oct. 11, 2021 | Sep. 24, 2021 | |
Common stock per share | $ 0.02 | |||||||||||||||||||
Share issued price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||
Common stock per share | $ 0.02 | $ 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 | |||||||||||||||||||
Common stock per share | $ 0.0045 | $ 0.02 | ||||||||||||||||||
Series 4 [Member] | Common Stock [Member] | ||||||||||||||||||||
Common stock per share | $ 0.02 | |||||||||||||||||||
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 | |||||||||||||||||||
Warrant exercise price | $ 0.021 | $ 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 | |||||||||||||||||
Common stock per share | $ 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% | |||||||||||||||||||
Maturity date | 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 | |||||||||||||||||||
Debt instrument convertible | $ 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% | ||||||||||||||||
Maturity date | 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 | ||||||||||||||||
Warrants and rights outstanding | $ 180,000 | $ 90,000 | $ 90,000 | |||||||||||||||||
Issue discount | $ 20,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||||||||
Share issued price per share | $ 0.018 | $ 0.018 | $ 0.018 | |||||||||||||||||
Notes payable | $ 110,000 | $ 110,000 | $ 220,000 | |||||||||||||||||
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 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 17, 2022 | Oct. 11, 2021 | Feb. 17, 2021 | Jan. 10, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 27, 2022 | Sep. 24, 2021 |
Common stock per share | $ 0.02 | |||||||
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 | $ 4,661,250 | $ 3,300,000 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Maximum [Member] | ||||||||
Common stock per share | $ 0.025 | |||||||
Securities Purchase Agreement [Member] | Investors [Member] | Minimum [Member] | ||||||||
Common stock 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 | |||||||
Common stock per share | $ 0.02 | $ 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 | |||||||
Common stock 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 | |||||||
Common stock per share | $ 0.018 |
Schedule of senior secured Note
Schedule of senior secured Note (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Senior Secured Notes | ||
Principal | $ 16,500,000 | $ 16,500,000 |
Less discount | 644,325 | 1,900,760 |
Principal, net of discount | $ 15,855,675 | $ 14,599,240 |
Senior Secured Notes (Details N
Senior Secured Notes (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Senior Secured Notes | ||
Accrued interest payable | $ 4,661,250 | $ 3,300,000 |
Related Party (Details Narrativ
Related Party (Details Narrative) - Chief Executive Officer [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Advance funds | $ 28,658 | |||
Green Rock L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 35,000 | $ 270,000 | ||
Payment for bonus | $ 0 | $ 255,794 | $ 163,473 | $ 488,934 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||
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 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 15, 2022 | |
Debt instrument converted shares | 1,212,624,000 | 1,014,123,286 | |||||||||||
Convertible note spayable | $ 2,545,500 | $ 2,305,500 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common Stock [Member] | |||||||||||||
Conversion of convertible shares | 255,555,556 | 192,073,017 | 75,000,000 | ||||||||||
Common stock, par value | $ 0.02 | ||||||||||||
Common Stock [Member] | Exchange Agreement [Member] | |||||||||||||
Conversion of shares | 39,895,000 | ||||||||||||
Number of shares issued | 1,091,388,889 | ||||||||||||
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 stock, shares outstanding | 0 | 0 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Debt instrument conversion percentage | 9.99% | ||||||||||||
Temporary equity, shares authorized | 10,000 | 10,000 | |||||||||||
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 | ||||||||||||
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] | |||||||||||||
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 | 1,152,500 | |||||||||||
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 | ||||||||||||
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 F Preferred Stock [Member] | Sovryn Holdings, Inc [Member] | |||||||||||||
Number of shares issued on acquisition, shares | 1,000 | ||||||||||||
Number of shares issued on acquisition | $ 192,073,017 | ||||||||||||
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 | ||||||||||
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 | ||||||||||
Temporary equity, shares outstanding | 39,895 | 39,895 | |||||||||||
Temporary equity, stated value | $ 1 | $ 0.001 | $ 0.001 | ||||||||||
Temporary equity, stated value | $ 1 | $ 1 | |||||||||||
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% | ||||||||||||
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 |
For the nine months ended Septe
For the nine months ended September 30, 2023, a summary of our warrant activity is as follows: (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Aggregate intrinsic value, issued | |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, balance, beginning of year | shares | 246,173,016 |
Weighted average exercise price, beginning of year | $ / shares | $ 0.021 |
Weighted average life excercised (in years) | 4 years 1 month 16 days |
Weighted average grant date fair value, beginning of period | $ 399,783 |
Aggregate intrinsic value , beginning balance | $ 4,431,114 |
Weighted average exercise price, issued | $ / shares | $ 0.020 |
Weighted average life (years), issued | 4 years 1 month 16 days |
Weighted average grant date fair value, issued | |
Aggregate intrinsic value, issued | |
Number of warrants, balance, end of period | shares | 286,173,016 |
Weighted average exercise price, ending of year | $ / shares | $ 0.021 |
Weighted average life excercised (in years) | 4 years 1 month 16 days |
Weighted average grant date fair value, end of period | $ 343,904 |
Aggregate intrinsic value, ending balance | $ 4,431,114 |
Warrant [Member] | February Seventeen Twenty Twenty One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, issued | shares | 40,000,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jan. 10, 2024 | Jul. 17, 2020 | Sep. 30, 2023 | Feb. 17, 2022 | Dec. 31, 2022 | Apr. 27, 2022 | |
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 | ||||
Common stock, shares outstanding | 1,603,095,243 | 1,603,095,243 | ||||
Common stock per share | $ 0.02 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock per share | $ 0.02 | $ 0.018 | ||||
Unsecured Convertible Notes Payable [Member] | Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from unsecured notes payable | $ 220,000 | |||||
Unsecured Convertible Notes Payable [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants purchase | 40,000,000 | |||||
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 | |||||
Series B Preferred Stock [Member] | License Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 100 |
Schedule of previous year asset
Schedule of previous year assets liabilities and expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2023 | |
Assets | ||
Current assets | $ 92,970 | |
Property, equipment and right-of-use assets | 2,664,994 | |
Intangible assets | 12,024,012 | |
Total Assets | 14,781,976 | |
Liabilities | ||
Accounts payable and accrued liabilities | 1,025,720 | |
Lease liability obligations | 1,465,584 | |
Total Liabilities | 2,492,305 | |
Revenues | 1,431,762 | 163,620 |
Selling, general and administrative | (425,524) | (173,359) |
Television operation | (257,483) | |
Amortization | (242,481) | |
Professional fees | (1,072,374) | |
Interest expense | (80,622) | |
Gain (loss) on asset disposals | (52,668) | 6,695,083 |
Impairment loss | ||
Gain (loss) from discontinued operations | $ (699,389) | $ 6,685,344 |
Income tax recovery differs fro
Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 1,034,496 | $ 1,879,273 | $ 12,882,087 | $ 6,949,431 | $ (13,139,810) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (1,034,496) | $ (1,879,273) | $ (12,882,087) | $ (6,949,431) | $ 13,139,810 |
Statutory and effective tax rates | 21% | 21% | |||
Income taxes expenses (recovery) at the effective rate | $ (4,109,161) | $ (1,459,380) | |||
Effect of change in tax rates | |||||
Permanent differences | |||||
Valuation allowance | 4,109,161 | 1,459,380 | |||
Income tax expense and income tax liability |
Schedule of deferred income tax
Schedule of deferred income tax asset (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Tax loss carried forward | ||
Deferred tax assets | 6,868,521 | 2,759,360 |
Valuation allowance | (6,868,521) | (2,759,360) |
Deferred taxes recognized |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | Sep. 30, 2023 USD ($) |
ExpireIn Twenty Thirty Nine [ Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax losses | $ 30 |
Expire in Twenty Forty [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax losses | $ 30 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 10, 2023 | Sep. 21, 2023 | Feb. 18, 2024 |
Subsequent Event [Line Items] | |||
Other subsequent description | On November 10, 2023, Philip Falcone, individually and on behalf of the Company 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 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust. 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 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr. Falcone personally, in favor of Z4 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Accrued interest and collection fees | $ 190,444 | ||
Accrued interest, penalties and fees | $ 4,100,000 | ||
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Shares converted | 1,152,500,000 |