Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | BOWMO, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 31,297,119,462 | ||
Entity Public Float | $ 3,125,795 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001381871 | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54624 | ||
Entity Incorporation, State or Country Code | WY | ||
Entity Tax Identification Number | 26-4144571 | ||
Entity Address, Address Line One | 99 Wall Street | ||
Entity Address, Address Line Two | Suite 891 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10005 | ||
City Area Code | 212 | ||
Local Phone Number | 398-0002 | ||
Entity Interactive Data Current | No | ||
Title of 12(b) Security | common stock | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 167,103 | $ 385 |
Accounts receivable | 15,542 | 37,638 |
Prepaid expenses and other current assets | 858 | 0 |
Total Current Assets | 183,503 | 38,023 |
Total Assets | 183,503 | 38,023 |
Current Liabilities: | ||
Accounts payable | 813,378 | 65,853 |
Accrued expenses | 200,286 | 286 |
Accrued interest | 366,622 | 18,602 |
Accrued officer compensation | 1,074,361 | 556,394 |
Loans payable, current portion | 113,006 | 0 |
Loans payable, related party | 190,500 | |
Convertible Notes, net of debt discount | 669,581 | 84,681 |
Put premium on stock settled debt | 219,687 | 0 |
Derivative liability | 2,172,250 | 110,992 |
Deferred revenue | 0 | 3,108 |
Total Current Liabilities | 5,819,671 | 839,916 |
Loans payable, net of current portion | 260,494 | 40,401 |
Total Liabilities | 6,080,165 | 880,317 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock 20,000,000,000 shares authorized, $0.0001 par value; 27,049,736,362 and 18,150,000 shares issued and outstanding, respectively at December 31, 2022, and December 31, 2021 | 270,497 | 18,150 |
Common stock to be issued, 2,550,000 and 0 shares as of December 31, 2022, and December 31, 2021, respectively | 26 | 0 |
Treasury stock, at cost – 2,917 shares and 0 shares as of December 31, 2022 and December 31, 2021, respectively | (773,500) | 0 |
Additional paid in capital | 3,599,032 | 3,802,391 |
Accumulated deficit | (9,243,925) | (4,663,488) |
Total Stockholders' Deficit | (5,896,662) | (842,294) |
Total Liabilities and Stockholders' Deficit | 183,503 | 38,023 |
Series A Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 33,815 | 0 |
Series B Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 50 | 0 |
Series C Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 50,000 | 0 |
Series D Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 12 | 0 |
Series E Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 166,331 | 0 |
Series F Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series G Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 1,000 | 0 |
Series AA Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 0 | 652 |
Series Super Preferred Stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | $ 0 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 40,000,000,000 | 40,000,000,000 |
Common stock, shares issued | 27,049,736,362 | 18,150,000 |
Common stock, shares outstanding | 27,049,736,362 | 18,150,000 |
Common stock to be issued | 2,550,000 | 0 |
Treasury stock, shares | 2,917 | 0 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 3,381,520 | 0 |
Preferred stock, shares outstanding | 3,381,520 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 0 |
Preferred stock, shares outstanding | 5,000,000 | 0 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 125,000 | 125,000 |
Preferred stock, shares issued | 125,000 | 0 |
Preferred stock, shares outstanding | 125,000 | 0 |
Series F Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 101 | 101 |
Preferred stock, shares issued | 101 | 0 |
Preferred stock, shares outstanding | 101 | 0 |
Series G Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Series AA Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 652,259 |
Preferred stock, shares outstanding | 0 | 652,259 |
Series Super Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 500 |
Preferred stock, shares outstanding | 0 | 500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 185,923 | $ 201,675 |
Cost of revenue | 75,873 | 51,643 |
Gross profit | 110,050 | 150,032 |
Operating expenses: | ||
Compensation expense | 432,452 | 403,738 |
Consulting fees | 181,667 | 0 |
Professional fees | 780,251 | 13,970 |
General and administrative | 363,522 | 20,619 |
Total operating expenses | 1,757,892 | 438,327 |
Loss from operations | (1,647,842) | (288,295) |
Other income (expenses): | ||
Interest expense | (927,072) | (56,837) |
Forgiveness of notes payable – PPP loan | 0 | 91,035 |
Grant income | 0 | 6,000 |
Gain on new methodology for accounting for debt conversion features | 27,856 | 0 |
Initial recognition of derivative liability | (2,578,230) | 0 |
Change in fair value of derivative liability | 544,850 | (17,820) |
Total other income (expenses) | (2,932,596) | 22,378 |
Loss before income taxes | (4,580,438) | (265,917) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (4,580,438) | $ (265,917) |
Net loss per common share – basic | $ 0 | $ 0.01 |
Net loss per common share – diluted | $ 0 | $ 0.01 |
Weighted average common shares – basic | 12,664,533,251 | 18,150,000 |
Weighted average common shares – diluted | 12,664,533,251 | 18,150,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock | Common Stock to be Issued | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Series AA Preferred Stock | Super Preferred Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | Series E Preferred Stock |
Balance at Dec. 31, 2020 | $ (576,427) | $ 18,150 | $ 3,802,342 | $ (4,397,571) | $ 652 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 18,150,000 | 652,259 | |||||||||||||
Non-cash issuance of preferred shares for services | 50 | 49 | $ 1 | ||||||||||||
Non-cash issuance of preferred shares for services (in Shares) | 500 | ||||||||||||||
Net loss | (265,917) | (265,917) | |||||||||||||
Balance at Dec. 31, 2021 | (842,294) | $ 18,150 | 3,802,391 | (4,663,488) | $ 652 | $ 1 | |||||||||
Balance (in Shares) at Dec. 31, 2021 | 18,150,000 | 652,259 | 500 | ||||||||||||
Recapitalization at reverse merger | (3,082,418) | $ 71,400 | $ 26 | (2,630,899) | $ (773,500) | $ (652) | $ (1) | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 0 | $ 1,000 | $ 166,331 | |
Recapitalization at reverse merger (in Shares) | 8,936,864,497 | (652,259) | (500) | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 101 | 1,000,000 | ||||||
Stock-based compensation | 4,719 | 4,719 | |||||||||||||
Distributions to shareholders | (257,500) | (257,500) | |||||||||||||
Relative fair value of warrants issued with convertible debt | 596,927 | 596,927 | |||||||||||||
Shares issued for extinguishment of convertible debt | 2,264,341 | $ 180,947 | 2,083,394 | ||||||||||||
Shares issued for extinguishment of convertible debt (in Shares) | 18,094,721,865 | ||||||||||||||
Net loss | (4,580,437) | (4,580,437) | |||||||||||||
Balance at Dec. 31, 2022 | $ (5,896,662) | $ 270,497 | $ 26 | $ 3,599,032 | $ (773,500) | $ (9,243,925) | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 0 | $ 1,000 | $ 166,331 | ||
Balance (in Shares) at Dec. 31, 2022 | 27,049,736,362 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 101 | 1,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,580,438) | $ (265,917) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Interest expense incurred on put premium on stock settled debt | 145,717 | |
Loss on acquisition – related party | 197,370 | |
Amortization of debt discount | 289,252 | 42,457 |
Stock-based compensation and shares issued for services | 216,186 | 50 |
Gain on new methodology for accounting for debt conversion features | (27,856) | |
Forgiveness of note payable - PPP Note | (91,035) | |
Grant income | 0 | (6,000) |
Expenses incurred on extinguishment of convertible debt and accrued interest | 117,565 | |
Initial derivative expense | 2,578,230 | |
Change in fair value of derivative liability | (544,850) | 17,820 |
Changes in operating assets and liabilities (net of amounts acquired): | ||
Accounts receivable | 22,098 | (37,638) |
Prepaid expenses and other current assets | 139 | |
Accounts payable | 421,125 | 13,970 |
Accrued expenses | 14,380 | |
Other Accrued Liabilities | 483,915 | |
Accrued compensation | 67,123 | 309,079 |
Deferred revenue | (3,108) | 3,108 |
Net Cash (Used In) Provided By Operating Activities | (617,532) | 274 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired in Reverse Merger | 517 | |
Cash acquired in Acquisition | 1,633 | |
Net Cash Provided by Investing Activities | 2,150 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 269,100 | |
Proceeds from convertible notes payable | 770,500 | |
Distributions to shareholders | (257,500) | |
Net Cash Provided by Financing Activities | 782,100 | |
Net Change in Cash and Cash Equivalents | 166,718 | 274 |
Cash And Cash Equivalents - Beginning of Year | 385 | 111 |
Cash And Cash Equivalents - End of Year | 167,103 | 385 |
Supplemental disclosure of non-cash activity: | ||
Cash paid for interest | ||
Common stock issued for extinguishment of debt and accrued interest | 1,905,322 | |
Tangible assets acquired in Merger | 3,082,419 | |
Equity acquired in Merger, net of cancellation of shares | 3,063,589 | |
Debt discount associated with issuance of warrants and derivative liabilities | 734,853 | |
Put premium on stock settled debt extinguishment | 241,454 | |
Issuance of Series G Preferred Stock | 1,000 | |
Accrual for shares to be issued for acquisition of Interview Mastery | $ 200,000 |
Background
Background | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |
Background | NOTE 1 – BACKGROUND Reverse Merger and Corporate Restructure On May 4, 2022, Cruzani, Inc. (“Cruzani” or the “Predecessor”) entered into a merger agreement (the “Merger Agreement”) with bowmo, Inc. (“bowmo”) and Bowmo Merger Sub, Inc. to acquire bowmo. (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on May 4, 2022 and, pursuant to the terms of the Merger Agreement, all outstanding shares of bowmo were exchanged for shares of Cruzani’s common stock and bowmo became Cruzani’s wholly owned subsidiary. The Merger was effected pursuant to the Merger Agreement. The Merger is being accounted for as a reverse merger whereby bowmo is the acquirer for accounting purposes. bowmo is considered the acquiring company for accounting purposes as upon completion of the Merger, bowmo’s former stockholders held a majority of the voting interest of the combined company. Pursuant to the Merger, the Company issued Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to bowmo’s stockholders. Upon completion of the acquisition, bowmo is treated as the surviving entity and accounting acquirer although Cruzani was the legal acquirer. Accordingly, the historical financial statements are those of bowmo. Organization and Business bowmo, Inc. (FKA Cruzani, Inc.) (the “Company”) is an AI-powered recruiting platform. The Company’s principal lines of business are direct placement of candidates with employers and Recruiting as a Service which allows the Company’s customers to outsource the management of their recruiting process to the Company. The Company offers recruiting software and services through an online AI-driven platform to connect potential candidates to employers for all businesses looking to address hiring needs. The Company was incorporated as a Delaware corporation in 2016. Accounting for Reverse Merger The fair value of Cruzani assets acquired and liabilities assumed was based upon management’s estimates. The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 shares issued and outstanding - Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to bowmo’s stockholders 1,000 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of bowmo, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2022 and 2021. The Company’s investment in convertible debt and derivative liabilities are measured at fair value based on the stock price of the Company. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards. ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount. ASC 815 “Derivatives and Hedging” generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the instrument is not a stock settled debt and the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the share transaction and the effective conversion price embedded in the preferred shares. ASC 815-40 provides that generally if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability. Convertible Notes with Fixed Rate Conversion Options The Company 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. The Company records the convertible note liability as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity” and measures the convertible note at its fixed monetary amount, which is the result of the share price discount at the time of conversion, and records the put premium, as applicable, on the note date with a charge to interest expense. Derivative Instruments The Company’s derivative financial instruments consist of derivatives with the sale of a convertible notes in 2022. The accounting treatment of derivative financial instruments requires that the Company records the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. The carrying value assigned to the host instrument will be the difference between the previous carrying value of the host instrument and the fair value of the derivatives. There is an offsetting debt discount or premium as a result of the fair value assigned to the derivatives, as well as any debt issuance costs, which are amortized under the straight-line method over the term of the loan. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when or as a performance obligation is satisfied. The Company generates revenue from the following activities: Recruiting as a Service (“RaaS”): RaaS allows the Company’s customers to outsource the management of their recruiting process allowing the Company to use the Application to assist its customers hiring needs by strategically gearing the service to reach the customer’s objectives. Revenue from RaaS consists of monthly billing to the customer for services provided. RaaS service contracts with customers are month-to-month for a fixed price. Revenues are recognized on a gross basis when each monthly subscription service is completed. Direct Placement: The Company generates direct placement revenue by earning one-time fees for each time an employer hires one of the candidates that the Company refers. The Company sources qualified candidate referrals for the employers’ available jobs through the use of the Company’s Application. Upon the employer hiring one or more of the Company’s candidate referrals, the Company earns the direct placement fee, which consists of an amount agreed upon between the Company and its customers. The fee is a percentage of the referred candidates’ first year’s base salary. Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer, as it is more than probable that a significant revenue reversal will not occur. This fee is only charged to the employer. Any payments received prior to the hire date are recorded as deferred revenue on the consolidated balance sheets. Payments for recruitment services are typically due within 30 days of completion of services. Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of December 31, 2022 and 2021 Revenue Disaggregation For the years ended December 31, 2022 and 2021, revenues can be categorized into the following: December 31, 2022 December 31, 2021 Direct placement $ 142,242 $ 140,600 Recruiting as a Service 43,681 61,075 Total revenues $ 185,923 $ 201,675 Cost of revenues Cost of revenue consist of employee costs, third party staffing costs, hosting service fees, and other fees, outsourced recruiter fees and commissions. Concentrations of credit risk Financial instruments which potentially subject the Company to credit risks consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are held in United States financial institutions. At times such amounts may exceed federally insured limits. As of December 31, 2022, one customer accounted for 100% of accounts receivable. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%. During the year ended December 31, 2022, five Stock- b c We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Change in account principle Commencing with the second quarter of 2022, the Company prospectively changed its accounting treatment for securities that contain predominantly, fixed rate conversion features by recording the derivative feature as a put premium on stock settled debt. See Note 7 for further discussion. The company believes this change in accounting principle is preferable as it applies a more consistent method of accounting for convertible notes that contain similar conversion features. This accounting change resulted in a gain on new methodology for accounting for debt conversion features of $27,856 on the consolidated statement s |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operation s The Company has an accumulated deficit of approximately $9.2 million, and a net loss for the year ended December 31, 2022, of $4.6 million. Of the loss, approximately $1.6 million was due to operations and the remainder was due primarily to interest expense and the derivative liabilities. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | NOTE 4 – BUSINESS COMBINATIONS Interview Mastery On December 16, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) with a related party, Interview Mastery Corporation (“Interview Mastery”), a Delaware corporation, by and through Michael R. Neece (“Neece”) , the Company’s Chief Product Officer, The acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. This business combination was accounted for as a related party acquisition, as Neece is the chief product officer of the Company . Accordingly, the total purchase consideration was allocated to net assets The final allocation of the purchase price in connection with the Interview Mastery acquisition was calculated as follows: Description Fair Value Weighted Average Cash $ 1,633 Prepaid expenses 997 Loss on acquisition – related party 197,370 $ 200,000 Total acquisition costs incurred were $58,092 As a result of the business combination, the Company recognized a related party loss of $197,370 which is included in general and administrative expenses on the consolidated statements of operations during the year ended December 31, 2022. Pro Forma Information The results of operations of Interview Mastery will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro-forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the years ended December 31, 2022 and 2021: December 31, December 31, 2022 2021 Revenue $ 198,982 $ 216,367 Net Loss $ (4,595,717 ) $ (287,779 ) Earnings (Loss) per common share, basic and diluted $ - $ (0.02 ) |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 5 – LOANS PAYABLE As a result of the reverse merger that occurred on May 4, 2022, as discussed in Note 1, the Company assumed loans 1 through 4 on the table below from Cruzani. The loan payable balances are as follows: Rate December 31, 2022 December 31, 2021 Loan 1 1 % $ 27,000 $ - Loan 2 1 % 3,000 - Loan 3 8 % 64,000 - Loan 4 8 % 160,500 - Loan 5 3.75 % 309,500 40,400 Total $ 564,000 $ 40,400 Loans 1 through 4 are past due as of the issuance of these financial statements. Loan 1) On May 30, 2013 and August 12, 2013, Cruzani received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. Loan 2) On February 27, 2014, and March 19, 2015, Cruzani received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. Loan 3) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, Cruzani entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. Loan 4) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, Cruzani issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. Loan 5) Entities negatively impacted by the coronavirus (“COVID-19”) pandemic were eligible to apply for loans sponsored by the United States Small Business Administration (“SBA”) Economic Injury Disaster Loan (“EIDL Loan”) program. On July 15, 2020, the Company received cash proceeds of $40,400 under this program. In addition, in July 2020, the Company received $6,000 from the SBA as a COVID-19 Economic Injury Disaster Loan Advance (the “EIDL Advance”). The proceeds can be used to fund payroll, healthcare benefits, rent and other qualifying expenses, and the loan is not subject to a loan forgiveness provision. The standard EIDL Loan repayment terms include interest accruing at 3.75% per annum effective July 15, 2020; the payment schedule contains a one-year deferral period on initial principal and interest payments; the loan term is thirty years; and there is no prepayment penalty or fees. The Company pledged all assets of the Company as collateral for the loan. As of December 31, 2021, the amounts outstanding totaled $40,400, and was classified as part of notes payable on the consolidated balance sheet. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by all tangible and intangible assets of the Company. On January 6, 2021, the SBA announced a one-year extension of the deferral period for loans that commenced in 2020 delaying payments of principal and interest to July 2022. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was forgiven. The Company has recognized the entire EIDL Advance amount of $6,000 as grant income, which is included in other income (expense) in the consolidated statement of operations for the year ended December 31, 2021. In February 2022, the Company agreed to the first and second modifications of the EIDL Loan. The EIDL was modified to include additional borrowings of $269,200, which were received in full in February 2022. Periodic monthly payments have increased to $1,556 in the first modification, and reduced to $1,506 in the second modification. Additionally, the Company entered into an amended security agreement with the SBA in which this promissory note, and the modifications, is collateralized by all tangible and intangible assets of the Company. Annual maturities of the loans payable are as follows: For the year ending Amount December 31, 2023 $ 260,494 December 31, 2024 6,807 December 31, 2025 7,066 December 31, 2026 7,336 December 31, 2027 7,616 Thereafter 274,681 Total payments $ 564,000 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Convertible Notes | NOTE 6 – CONVERTIBLE NOTES The following table summarizes the convertible notes as of December 31, 2022 and 2021: Creditor Date Interest Maturity December 31, December 31, Travel Data Solutions, Inc. (1) 18-Nov-17 10 % 30-Nov-19 $ 100,000 $ - Travel Data Solutions, Inc. (2) 18-Jan-19 10 % 31-Jan-20 25,000 - Third Party (7) 07-Jul-20 10 % 07-Jul-21 84,681 84,681 Trillium Partners, LP (8) 15-June-22 12 % 15-Jun-23 165,000 - Trillium Partners, LP (8) 05-Aug-22 12 % 28-Jun-23 110,000 Frondeur Partners LLC (9) 01-Aug-22 10 % 28-Feb-23 50,000 - Frondeur Partners LLC (9) 01-Oct-22 10 % 31-Jul-23 50,000 - Trillium Partners, LP (10) 19-Oct-22 8 % 09-Oct-23 275,000 - King Wharf Opportunities Fund (11) 19-Oct-22 8 % 09-Oct-23 275,000 - Trillium Partners, LP (8) 21-Oct-22 12 % 21-Oct-23 11,000 - Trillium Partners, LP (8) 06-Dec-22 10 % 30-Nov-23 17,000 - Frondeur Partners LLC (9) 01-Nov-22 10 % 31-Aug-23 25,000 - Frondeur Partners LLC 01-Dec-22 10 % 30-Sep-23 10,000 - Total $ 1,197,681 $ 84,681 Less: debt discount (528,100 ) - Convertible notes payable, total 669,581 84,681 As a result of the reverse merger that occurred on May 4, 2022, as discussed in Note 1, the Company assumed convertible notes from Cruzani (1-6 below). Convertible debt outstanding during the years ended December 31, 2022 and 2021 consist of the following: 1) On November 18, 2017, Cruzani entered into a convertible promissory note for $25,000 with Travel Data Solutions, Inc., pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agree upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. During January and February 2018, the Company received an additional $75,000 under the same terms as the preciously issued convertible promissory note. As of December 31, 2022, $100,000 remains outstanding. 2) On January 18, 2019, Cruzani executed a promissory note with Travel Data Solutions LLC for $35,000, of which it has received $25,000. The note bears interest at 10%, and matures on January 31, 2020. The specific terms of conversion are still being negotiated. Commencing on January 31, 2019 and on the last day of each month thereafter, the Company shall pay to the Holder Three Thousand Two Hundred Eight dollars and Thirty-Three cents ($3,208.33) of which Two Thousand Nine Hundred Sixteen Dollars and Sixty-Six cents ($2,916.66) represents payment towards the outstanding Principal Amount and Two Hundred Nineteen Dollars and Sixty-Six cents ($219.66) represents accrued interest thereon. As of December 31, 2022, $25,000 remains outstanding. 3) Between May 20, 2020 and October 1, 2021, Cruzani entered into several convertible notes with Livingston Asset Management bearing interest at 10% per annum and totaling $331,600. These convertible notes were convertible at 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, these convertible notes were converted into shares of the Company’s common stock. 4) Between May 25, 2021 and July 6, 2021, Cruzani entered into two convertible notes with Trillium Partners, LP bearing interest at 10% per annum and totaling $44,000. These convertible notes were convertible at a fixed price of $0.0001. As of December 31, 2022, these convertible notes were converted into shares of the Company’s common stock. 5) Between November 1, 2021 and May 1, 2022, Cruzani entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $175,000. These convertible notes were convertible at 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, these convertible notes were converted into shares of the Company’s common stock. 6) On November 17, 2021, Cruzani entered into a convertible note with Oscaleta Partners, LLC bearing interest at 10% per annum and totaling $11,000. This convertible note was convertible at 50% of the lowest close bid price of the Company’s stock price for a twenty day period. This convertible note was accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in a put premium on stock settled debt being recognized See Note 7. As of December 31, 2022, the convertible note was converted into shares of the Company’s common stock. 7) On July 7, 2020, the Company issued a $84,681 convertible promissory note to a third party in exchange for $84,681. The Convertible Note bears interest at 10%, per annum. All unpaid principal and accrued interest under the Convertible Note will be due and payable in full one year from issuance. After six months from the issuance date, the Holder may elect to convert into that number of shares of common stock equal to the quotient obtained by dividing the outstanding principal balance and unpaid accrued interest under this Note by the amount equal to the anticipate public market price of the Company’s common stock multiplied by fifty percent (50%). This convertible note was accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, this convertible note is in default and the principal and accrued interest balance remain outstanding. 8) Between June 1, 2022 and December 6, 2022, the Company entered into several convertible notes with Trillium Partners, LP bearing interest between 10% and 12% per annum and totaling $332,800. These convertible notes are convertible at a fixed price between $0.0001 and $0.0002. As of December 31, 2022, $29,800 of these convertible notes were converted into shares of the Company’s common stock, and $303,000 are outstanding. 9) Between June 1, 2022 and December 1, 2022, the Company entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $160,000. These convertible notes are convertible between 50% and 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, $25,000 of these convertible notes were converted into shares of the Company’s common stock, and $135,000 of principal remains outstanding. 10) On October 19, 2022, the Company entered into a convertible note with Trillium Partners, LP bearing interest at 8% totaling $275,000. The note included an original issue discount of $25,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. As of December 31, 2022, the outstanding principal balance totaled $275,000. 11) On October 19, 2022, the Company entered into a convertible note with King Wharf Opportunities Fund bearing interest at 8% totaling $275,000. The note included an original issue discount of $25,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. As of December 31, 2022, the outstanding principal balance totaled $275,000. |
Put Premium on Stock Settled De
Put Premium on Stock Settled Debt | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Put Premium on Stock Settled Debt | NOTE 7 – PUT PREMIUM ON STOCK SETTLED DEBT At the end of the quarter ended June 30, 2022, the Company decided to adopt ASC 480- “Distinguishing Liabilities from Equity.” When they enter into convertible notes, some of which contain, predominantly, fixed rate conversion features (See Note 7 for conversion terms), 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. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a put premium on the consolidated balance sheets, as applicable, on the note date with a charge to interest expense. The put premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal. In previous years, the Company had recorded such items as derivative liabilities (See Note 8). Thus, there was a charge to put premium on stock settled debt and a decrease to derivative liability for all convertible debt determined to have fixed rate conversion options. On a going-forward basis, all put premiums will be recorded as a liability as put premium on stock settled debt on the consolidated balance sheets with a charge to interest expense. The company believes this change in accounting principles in preferable as it applies a more consistent method of accounting for convertible notes that contain similar conversion features. This accounting change resulted in a gain on new methodology for accounting for debt conversion features of $27,856 on the statement of operations. Put premium by individual debt instrument follows below: Date Maturity December 31, 2022 Discount Put premium on Travel Data Solutions, Inc. 18-Nov-17 30-Nov-19 $ 100,000 - $ - Travel Data Solutions, Inc. 18-Jan-19 31-Jan-20 $ 25,000 - - Third party 7-Jul-20 7-Jul-21 84,681 50 % 84,687 Trillium Partners, LP 15-Jun-22 15-Jun-23 165,000 0 % - Trillium Partners, LP 05-Aug-22 28-Jun-23 110,000 0 % - Frondeur Partners LLC 01-Sept-22 31-June-23 50,000 30 % 50,000 Frondeur Partners LLC 01-Oct-22 31-Jul-23 50,000 30 % 50,000 Trillium Partners, LP* 19-Oct-22 09-Oct-23 275,000 0 % - King Wharf Opportunities Fund* 19-Oct-22 09-Oct-23 275,000 0 % - Trillium Partners, LP 21-Oct-22 21-Oct-23 11,000 0 % - Trillium Partners, LP 06-Dec-22 30-Nov-23 17,000 0 % - Frondeur Partners LLC 01-Nov-22 31-Aug-23 25,000 50 % 25,000 Frondeur Partners LLC 01-Dec-22 30-Sep-23 10,000 50 % 10,000 Put premium on stock settled debt $ 1,197,681 $ 219,687 8 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | NOTE 8 – DERIVATIVE LIABILITIES Commencing with the second quarter of 2022, the Company changed its accounting treatment for securities that contain predominantly, fixed rate conversion features by recording the derivative feature as a put premium on stock settled debt. See Note 7 above for further discussion. The embedded conversion options of certain of the Company’s convertible debentures summarized in Note 6 The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Total Balance as of December 31, 2020 $ 93,172 Change Due to Issuances - Change due to exercise / redemptions - Change in fair value 17,820 Balance as of December 31, 2021 $ 110,992 Change Due to Issuances 2,718,645 Transfer to put premium (112,537 ) Change in fair value (544,850 ) Balance as of December 31, 2022 $ 2,172,250 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values The following table shows the assumptions used in the calculations of its derivatives: December 31, 2022 December 31, 2021 Stock price $ 0.0002 $ 0.10 Exercise price $0.00005 - $0.0001 $ 0.05 Contractual term (in years) 1.00 0.66 Volatility (annual) 441% - 443% 83 % Risk-free rate 4.41% - 4.60% 0.39 % |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Dividends, Common Stock [Abstract] | |
Common Stock | NOTE 9 – COMMON STOCK The Company has been authorized to issue 40,000,000,000 shares of common stock, $0.00001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. As of December 31, 2022 and 2021, the Company had 27,049,736,362 and 18,150,000 shares of common stock outstanding, respectively. During the year ended December 31, 2022, the Company issued 18,094,721,962 shares Creditor Date Shares Principal Accrued Fees Total Livingston Asset Management LLC 6-May-22 315,275,000 9,500 2,969 3,295 15,764 Livingston Asset Management LLC 6-May-22 392,525,000 12,500 3,831 3,295 19,626 Livingston Asset Management LLC 19-May-22 50,910,200 1,100 396 1,050 2,546 Livingston Asset Management LLC 19-May-22 185,850,000 4,500 1,498 3,295 9,293 Livingston Asset Management LLC 6-Jun-22 376,768,000 18,750 4,329 3,295 26,374 Livingston Asset Management LLC 6-Jun-22 316,566,800 10,000 3,773 2,055 15,828 Livingston Asset Management LLC 10-Jun-22 163,772,200 - 6,134 2,055 8,189 Livingston Asset Management LLC 14-Jun-22 140,214,000 6,250 270 3,295 9,815 Oscalata partners LLC 15-Jun-22 300,727,400 11,000 741 3,295 15,036 Livingston Asset Management LLC 17-Jun-22 467,932,429 25,000 4,460 3,295 32,755 Livingston Asset Management LLC 17-Jun-22 463,470,571 25,000 4,148 3,295 32,443 Livingston Asset Management LLC 22-Jun-22 458,010,714 25,000 3,766 3,295 32,061 Livingston Asset Management LLC 23-Jun-22 453,588,000 25,000 3,456 3,295 31,751 Livingston Asset Management LLC 23-Jun-22 443,529,286 25,000 2,752 3,295 31,047 Livingston Asset Management LLC 27-Jun-22 434,833,714 25,000 2,023 3,415 30,438 Livingston Asset Management LLC 27-Jun-22 413,336,143 25,000 519 3,415 28,934 Livingston Asset Management LLC 28-Jun-22 434,891,429 25,000 2,027 3,415 30,442 Livingston Asset Management LLC 29-Jun-22 432,347,429 25,000 1,849 3,415 30,264 Frondeur Partners, LLC 30-Jun-22 429,412,000 25,000 1,644 3,415 30,059 Frondeur Partners, LLC 6-July-22 423,639,000 25,000 1,452 3,415 29,867 Frondeur Partners, LLC 6-July-22 426,672,143 25,000 1,644 3,415 30,059 Trillium Partners, LP 13-July-22 143,324,850 22,000 3,250 3,415 28,665 Trillium Partners, LP 13-July-22 92,680,867 22,000 2,389 3,415 27,804 Frondeur Partners, LLC 18-July-22 421,975,571 25,000 1,123 3,415 29,538 Frondeur Partners, LLC 18-July-22 419,235,857 25,000 932 3,415 29,347 Frondeur Partners, LLC 18-July-22 416,202,571 25,000 932 3,415 29,347 Oasis Capital, LLC 20-July-22 600,000,000 - 27,000 - 27,000 Trillium Partners, LP 07-Sept-22 766,606,000 - 41,133 1,030 42,163 Trillium Partners, LP 14-Sept-22 947,060,606 - 152,850 3,415 156,265 Trillium Partners, LP 27-Sept-22 1,549,444,424 - 252,243 3,415 255,658 Trillium Partners, LP 04-Oct-22 149,833,300 11,000 568 3,415 14,983 Trillium Partners, LP 04-Oct-22 149,436,100 11,000 529 3,415 14,944 Frondeur Partners, LLC 01-Nov-22 141,310,810 25,000 1,260 3,415 29,675 Frondeur Partners, LLC 01-Dec-22 593,368,400 25,000 1,253 3,415 29,668 Trillium Partners, LP 12-Dec-22 117,231,300 7,800 508 3,415 11,723 Trillium Partners, LP 07-Oct-22 1,211,356,045 - 263,083 3,415 266,498 Trillium Partners, LP 24-Oct-22 1,217,151,500 - 264,358 3,415 267,773 Trillium Partners, LP 18-Nov-22 1,634,232,303 - 265,830 3,415 269,245 Total 18,094,721,962 $ 572,400 $ 1,332,922 $ 117,565 $ 2,022,887 Acquisition of Interview Mastery As discussed in Note 4, on December 16, 2022, the Company acquired Interview Mastery at a purchase price of 1,000,000,000 shares Michael Neece employment agreement On December 16, 2022, the Company entered into an employment agreement with Michael Neece, Chief Product Officer. Under the agreement, 1,000,000,000 shares of Company common stock will be issued as compensation in consideration of Neece’s employment with the Company which shall vest over a four (4) year period during which 250,000,000 shares will vest on the first-year anniversary of Neece’s employment, followed by vesting in increments of 62,500,000 shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece’s continual employment with the Company. These shares were valued using the share price of $0.0002 at the date of acquisition, and they will be expensed as stock-based compensation based on the vesting terms contingent upon continual employment of Neece. As of December 31, 2022, none of these shares have vested, and the Company has recognized $4,719 of stock-based compensation within During the year ended December 31, 2021, the Company did not issue any shares of common stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 10 – WARRANTS In 2022, in connection with the issuance of convertible note with Frondeur Partners, LLC (“Frondeur”), King Wharf Opportunities Fund, and Trillium Partners, LP, the Company also issued 5,616,000,000 common stock purchase warrants to purchase 5,616,000,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. These warrants have an exercise price per share between $0.0025 - $0.0001 the above and expire between five A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares to Weighted Weighted Average Outstanding, December 31, 2021 - $ - $ - Issued 5,616,000,000 $ 0.0001 $ 6.60 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31 5,616,000,000 $ 0.0001 $ 6.60 Exercisable, December 31 5,616,000,000 $ 0.0001 $ 6.66 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Range of Exercise Prices Number Outstanding December 31 Weighted Average Weighted $ 0.00025-0.0025 5,616,000,000 6.60 years $ 0.0001 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Dividends, Preferred Stock [Abstract] | |
Preferred Stock | NOTE 11 – PREFERRED STOCK Series AA and Super Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the conversion rate of one share of common stock for one share of Preferred Stock. As of December 31, 2022 and Series A Convertible Preferred Stock , has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. As of December 31, 2022 and 2021 Series B Convertible Preferred Stock , has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. As of December 31, 2022 and 2021 Series C Convertible Preferred Stock , has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock. As of December 31, 2022 and 2021 , there are 5,000,000 and 0 shares of Series C preferred stock outstanding, respectively. Series D Convertible Preferred Stock , has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends. As of December 31, 2022 and 2021, there are Series E Convertible Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock. Series F Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends. As of December 31, 2022 and 2021 Series G Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock for a period ending 18 months following issuance at the conversion rate that will result, in the aggregate, in the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and outstanding shares of commons stock of the company on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock as a single class, has liquidation rights of $0.001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion. There are 1,000,000 and 0 shares of Series G preferred stock issued as of December 31, 2022 and 2021 During the year ended December 31, 2022, as consideration for the reverse merger, the Company issued 1,000,000 shares of Series G Convertible Preferred stock. On November 18, 2021, pursuant to the Founders Agreement, Michael Lakshin, President, and Edward Aizman, CEO, were issued 500 shares of Super Preferred Stock at a fair value of $50. These preferred shares, along with the 652,259 Series AA preferred stock, were cancelled on May 4, 2022, upon completion of the Reverse Merger. See Note 1. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS For the years ended December 31, 2022 and 2021, expenses of $40,875 and $50,500 were incurred for recruitment services by an entity owned by Michael Neece, Chief Product Officer. On December 16, bowmo, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with a related party, Interview Mastery Corporation (“Interview Mastery”), a Delaware corporation, by and through Michael R. Neece (“Neece”) and Caseridus, Inc. See Note 4. Michael Neece, the seller of Interview Mastery, is the chief product officer of the Company. This resulted in a related party loss of $197,370 which is included in general and administrative expenses on the consolidated statements of operations. Through December 31, 2022, the Company owed Eddie Aizman and Michael Lakshin compensation based on their employee agreements. The agreements provide for a salary of $200,000 and $180,000 per year, respectively. As of December 31, 2022 and 2021 and $510,078 On July 8, 2019, the Company executed an employment agreement with Conrad Huss. The agreement provides for a salary of $10,000 per month. As of December 31, 2022, $532,000 has been credited to accrued compensation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES Contingency arising from indebtedness owed to Oasis Capital, LLC A contingency arises when there is a situation for which the outcome is uncertain, and which should be resolved in the future, Generally Accepted Accounting Principles require recognition of only those losses that are probable and for which a loss amount can be reasonably estimated. The following details the nature of the contingency with Oasis Capital LLC (“Oasis”). In the normal course of its business, Oasis files notices to convert (“conversion notices”) a portion of its outstanding ownership of the Company’s indebtedness into shares of common stock. As a customary procedure for the annual audit for the period ended December 31, 2020 of Cruzani, Cruzani’s auditors confirmed its outstanding balance of the indebtedness and related accrued interest. During the year ended December 31, 2021, Oasis submitted conversions which stated that the outstanding indebtedness was far greater than that which was on the Company’s books. The total amount of the increased indebtedness was approximately $1.2 million. After investigation, the Company determined that the difference related to liquidated damages that the Company does not believe that it owes. Since the Company believes that the loss is not probable and no litigation has been pursued at this time, there has been no recognition of this liability on the books and records of the Company. COVID-19 pandemic contingencies The spread of the COVID-19 outbreak in the United States has resulted in economic uncertainties which may negatively impact the Company’s business operations. While the disruption is expected to be temporary, there is uncertainty surrounding the duration and extent of the impact. The impact of the coronavirus outbreak on the consolidated financial statements cannot be reasonably estimated at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business and our business strategy. While we do not anticipate any material impact to our business operations as a result of the coronavirus, in the event of a major disruption caused by the outbreak of pandemic diseases such as coronavirus, we may lose the services of our employees or experience system interruptions, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce. Legal During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. A contingency arises when there is a situation for which the outcome is uncertain, and which should be resolved in the future, Generally Accepted Accounting Principles require recognition of only those losses that are probable and for which a loss amount can be reasonably estimated. On February 13, 2017, Baum Glass & Jayne PLLC (“Plaintiff”) obtained a default judgment against the Company in the amount of $27,084. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of December 31, 2022. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 14 – INCOME TAX There was no income tax expense reflected in the results of operations for the years ended December 31, 2022 and 2021 because the Company incurred a net loss for tax purposes. As of December 31, 2022, the Company had federal and state net operating loss carry forwards of $ 8,433,533 8,433,533 1,696,000 5,920,000 The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: December 31, December 31, Deferred tax assets / (liabilities) Net operating loss carry forward $ 2,923,000 $ 1,148,000 Stock-based compensation 245,000 243,000 Accrued expenses 193,000 193,000 Net deferred tax assets 3,361,000 1,584,000 Valuation allowance (3,361,000 ) (1,584,000 ) Net deferred tax assets, net of valuation allowance $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. Reconciliation of the statutory federal income tax to the Company’s effective income tax rate for the years ended December 31, 2022 and 2021: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State tax, net of federal benefit 15.29 % 18.22 % Permanent differences 2.50 % 6.26 % Valuation allowance (38.79 )% (45.48 )% Effective rate - % - % Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. On March 27, 2020, the US government signed the CARES Act into law, a $2 trillion relief package to provide support to individuals, businesses, and government organizations during the COVID-19 pandemic. During 2020, $91,035 in PPP relief was received under the CARES Act and was forgiven free of taxation in 2021. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2022 and 2021 the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2022 and 2021. The Company did not recogniz e any in For the years ended December 31, 2022 and 2021, the net increase in valuation allowance was approximately $ 1,777,000 Tax years 2018-2021 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Through March 31, 2023, the Company issued three convertible notes. The principal amount of these notes are $10,000 each, for a total amount of $30,000. They bear interest at 10% and are due in full at October 31, 2023, November 30, 2023 and December 31, 2023, respectively. The Company granted 150,000,000 warrants to purchase 150,000,000 shares of the Company’s common stock with these convertible notes. These warrants have an exercise price of $0.0001 and a term of five years. From January 1, 2023 through March 31, 2023, the Company issued 4,247,383,100 shares of the Company’s common stock upon conversion of notes payable. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of bowmo, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2022 and 2021. The Company’s investment in convertible debt and derivative liabilities are measured at fair value based on the stock price of the Company. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards. ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount. ASC 815 “Derivatives and Hedging” generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the instrument is not a stock settled debt and the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the share transaction and the effective conversion price embedded in the preferred shares. ASC 815-40 provides that generally if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company 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. The Company records the convertible note liability as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity” and measures the convertible note at its fixed monetary amount, which is the result of the share price discount at the time of conversion, and records the put premium, as applicable, on the note date with a charge to interest expense. |
Derivative Instruments | Derivative Instruments The Company’s derivative financial instruments consist of derivatives with the sale of a convertible notes in 2022. The accounting treatment of derivative financial instruments requires that the Company records the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. The carrying value assigned to the host instrument will be the difference between the previous carrying value of the host instrument and the fair value of the derivatives. There is an offsetting debt discount or premium as a result of the fair value assigned to the derivatives, as well as any debt issuance costs, which are amortized under the straight-line method over the term of the loan. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when or as a performance obligation is satisfied. The Company generates revenue from the following activities: Recruiting as a Service (“RaaS”): RaaS allows the Company’s customers to outsource the management of their recruiting process allowing the Company to use the Application to assist its customers hiring needs by strategically gearing the service to reach the customer’s objectives. Revenue from RaaS consists of monthly billing to the customer for services provided. RaaS service contracts with customers are month-to-month for a fixed price. Revenues are recognized on a gross basis when each monthly subscription service is completed. Direct Placement: The Company generates direct placement revenue by earning one-time fees for each time an employer hires one of the candidates that the Company refers. The Company sources qualified candidate referrals for the employers’ available jobs through the use of the Company’s Application. Upon the employer hiring one or more of the Company’s candidate referrals, the Company earns the direct placement fee, which consists of an amount agreed upon between the Company and its customers. The fee is a percentage of the referred candidates’ first year’s base salary. Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer, as it is more than probable that a significant revenue reversal will not occur. This fee is only charged to the employer. Any payments received prior to the hire date are recorded as deferred revenue on the consolidated balance sheets. Payments for recruitment services are typically due within 30 days of completion of services. Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of December 31, 2022 and 2021 Revenue Disaggregation For the years ended December 31, 2022 and 2021, revenues can be categorized into the following: December 31, 2022 December 31, 2021 Direct placement $ 142,242 $ 140,600 Recruiting as a Service 43,681 61,075 Total revenues $ 185,923 $ 201,675 |
Cost of Revenues | Cost of revenues Cost of revenue consist of employee costs, third party staffing costs, hosting service fees, and other fees, outsourced recruiter fees and commissions. |
Concentrations of Credit Risk | Concentrations of credit risk Financial instruments which potentially subject the Company to credit risks consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are held in United States financial institutions. At times such amounts may exceed federally insured limits. As of December 31, 2022, one customer accounted for 100% of accounts receivable. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%. During the year ended December 31, 2022, five |
Stock-based compensation | Stock- b c We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Change in account principle | Change in account principle Commencing with the second quarter of 2022, the Company prospectively changed its accounting treatment for securities that contain predominantly, fixed rate conversion features by recording the derivative feature as a put premium on stock settled debt. See Note 7 for further discussion. The company believes this change in accounting principle is preferable as it applies a more consistent method of accounting for convertible notes that contain similar conversion features. This accounting change resulted in a gain on new methodology for accounting for debt conversion features of $27,856 on the consolidated statement s |
Background (Table)
Background (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |
Schedule of Allocation of Purchase Price of Acquisition | The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 shares issued and outstanding - Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to bowmo’s stockholders 1,000 |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Disaggregation | For the years ended December 31, 2022 and 2021, revenues can be categorized into the following: December 31, 2022 December 31, 2021 Direct placement $ 142,242 $ 140,600 Recruiting as a Service 43,681 61,075 Total revenues $ 185,923 $ 201,675 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Allocation of Purchase Price of Acquisition | The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 shares issued and outstanding - Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to bowmo’s stockholders 1,000 |
Summary Of Supplemental Proforma Financial Information | The following supplemental pro-forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the years ended December 31, 2022 and 2021: December 31, December 31, 2022 2021 Revenue $ 198,982 $ 216,367 Net Loss $ (4,595,717 ) $ (287,779 ) Earnings (Loss) per common share, basic and diluted $ - $ (0.02 ) |
Interview Mastery Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of Allocation of Purchase Price of Acquisition | The final allocation of the purchase price in connection with the Interview Mastery acquisition was calculated as follows: Description Fair Value Weighted Average Cash $ 1,633 Prepaid expenses 997 Loss on acquisition – related party 197,370 $ 200,000 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Schedule of summarizes the convertible notes | The following table summarizes the convertible notes as of December 31, 2022 and 2021: Creditor Date Interest Maturity December 31, December 31, Travel Data Solutions, Inc. (1) 18-Nov-17 10 % 30-Nov-19 $ 100,000 $ - Travel Data Solutions, Inc. (2) 18-Jan-19 10 % 31-Jan-20 25,000 - Third Party (7) 07-Jul-20 10 % 07-Jul-21 84,681 84,681 Trillium Partners, LP (8) 15-June-22 12 % 15-Jun-23 165,000 - Trillium Partners, LP (8) 05-Aug-22 12 % 28-Jun-23 110,000 Frondeur Partners LLC (9) 01-Aug-22 10 % 28-Feb-23 50,000 - Frondeur Partners LLC (9) 01-Oct-22 10 % 31-Jul-23 50,000 - Trillium Partners, LP (10) 19-Oct-22 8 % 09-Oct-23 275,000 - King Wharf Opportunities Fund (11) 19-Oct-22 8 % 09-Oct-23 275,000 - Trillium Partners, LP (8) 21-Oct-22 12 % 21-Oct-23 11,000 - Trillium Partners, LP (8) 06-Dec-22 10 % 30-Nov-23 17,000 - Frondeur Partners LLC (9) 01-Nov-22 10 % 31-Aug-23 25,000 - Frondeur Partners LLC 01-Dec-22 10 % 30-Sep-23 10,000 - Total $ 1,197,681 $ 84,681 Less: debt discount (528,100 ) - Convertible notes payable, total 669,581 84,681 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of loan payable | The loan payable balances are as follows: Rate December 31, 2022 December 31, 2021 Loan 1 1 % $ 27,000 $ - Loan 2 1 % 3,000 - Loan 3 8 % 64,000 - Loan 4 8 % 160,500 - Loan 5 3.75 % 309,500 40,400 Total $ 564,000 $ 40,400 |
Schedule of maturities of long-term debt | Annual maturities of the loans payable are as follows: For the year ending Amount December 31, 2023 $ 260,494 December 31, 2024 6,807 December 31, 2025 7,066 December 31, 2026 7,336 December 31, 2027 7,616 Thereafter 274,681 Total payments $ 564,000 |
Put Premium on Stock Settled _2
Put Premium on Stock Settled Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of put premium by individual debt instrument | Put premium by individual debt instrument follows below: Date Maturity December 31, 2022 Discount Put premium on Travel Data Solutions, Inc. 18-Nov-17 30-Nov-19 $ 100,000 - $ - Travel Data Solutions, Inc. 18-Jan-19 31-Jan-20 $ 25,000 - - Third party 7-Jul-20 7-Jul-21 84,681 50 % 84,687 Trillium Partners, LP 15-Jun-22 15-Jun-23 165,000 0 % - Trillium Partners, LP 05-Aug-22 28-Jun-23 110,000 0 % - Frondeur Partners LLC 01-Sept-22 31-June-23 50,000 30 % 50,000 Frondeur Partners LLC 01-Oct-22 31-Jul-23 50,000 30 % 50,000 Trillium Partners, LP* 19-Oct-22 09-Oct-23 275,000 0 % - King Wharf Opportunities Fund* 19-Oct-22 09-Oct-23 275,000 0 % - Trillium Partners, LP 21-Oct-22 21-Oct-23 11,000 0 % - Trillium Partners, LP 06-Dec-22 30-Nov-23 17,000 0 % - Frondeur Partners LLC 01-Nov-22 31-Aug-23 25,000 50 % 25,000 Frondeur Partners LLC 01-Dec-22 30-Sep-23 10,000 50 % 10,000 Put premium on stock settled debt $ 1,197,681 $ 219,687 * As these convertible notes did not contain predominantly, fixed rate conversion features, they did not fall under the scope of ASC 480, and resulted in derivative liabilities. See Note 8 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liability [Abstract] | |
Schedule of derivative liability measured at fair value | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Total Balance as of December 31, 2020 $ 93,172 Change Due to Issuances - Change due to exercise / redemptions - Change in fair value 17,820 Balance as of December 31, 2021 $ 110,992 Change Due to Issuances 2,718,645 Transfer to put premium (112,537 ) Change in fair value (544,850 ) Balance as of December 31, 2022 $ 2,172,250 |
Schedule of assumptions used in the calculations of its derivatives | The following table shows the assumptions used in the calculations of its derivatives: December 31, 2022 December 31, 2021 Stock price $ 0.0002 $ 0.10 Exercise price $0.00005 - $0.0001 $ 0.05 Contractual term (in years) 1.00 0.66 Volatility (annual) 441% - 443% 83 % Risk-free rate 4.41% - 4.60% 0.39 % |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Dividends, Common Stock [Abstract] | |
Schedule of shares of common stock for the extinguishment of convertible debt | Creditor Date Shares Principal Accrued Fees Total Livingston Asset Management LLC 6-May-22 315,275,000 9,500 2,969 3,295 15,764 Livingston Asset Management LLC 6-May-22 392,525,000 12,500 3,831 3,295 19,626 Livingston Asset Management LLC 19-May-22 50,910,200 1,100 396 1,050 2,546 Livingston Asset Management LLC 19-May-22 185,850,000 4,500 1,498 3,295 9,293 Livingston Asset Management LLC 6-Jun-22 376,768,000 18,750 4,329 3,295 26,374 Livingston Asset Management LLC 6-Jun-22 316,566,800 10,000 3,773 2,055 15,828 Livingston Asset Management LLC 10-Jun-22 163,772,200 - 6,134 2,055 8,189 Livingston Asset Management LLC 14-Jun-22 140,214,000 6,250 270 3,295 9,815 Oscalata partners LLC 15-Jun-22 300,727,400 11,000 741 3,295 15,036 Livingston Asset Management LLC 17-Jun-22 467,932,429 25,000 4,460 3,295 32,755 Livingston Asset Management LLC 17-Jun-22 463,470,571 25,000 4,148 3,295 32,443 Livingston Asset Management LLC 22-Jun-22 458,010,714 25,000 3,766 3,295 32,061 Livingston Asset Management LLC 23-Jun-22 453,588,000 25,000 3,456 3,295 31,751 Livingston Asset Management LLC 23-Jun-22 443,529,286 25,000 2,752 3,295 31,047 Livingston Asset Management LLC 27-Jun-22 434,833,714 25,000 2,023 3,415 30,438 Livingston Asset Management LLC 27-Jun-22 413,336,143 25,000 519 3,415 28,934 Livingston Asset Management LLC 28-Jun-22 434,891,429 25,000 2,027 3,415 30,442 Livingston Asset Management LLC 29-Jun-22 432,347,429 25,000 1,849 3,415 30,264 Frondeur Partners, LLC 30-Jun-22 429,412,000 25,000 1,644 3,415 30,059 Frondeur Partners, LLC 6-July-22 423,639,000 25,000 1,452 3,415 29,867 Frondeur Partners, LLC 6-July-22 426,672,143 25,000 1,644 3,415 30,059 Trillium Partners, LP 13-July-22 143,324,850 22,000 3,250 3,415 28,665 Trillium Partners, LP 13-July-22 92,680,867 22,000 2,389 3,415 27,804 Frondeur Partners, LLC 18-July-22 421,975,571 25,000 1,123 3,415 29,538 Frondeur Partners, LLC 18-July-22 419,235,857 25,000 932 3,415 29,347 Frondeur Partners, LLC 18-July-22 416,202,571 25,000 932 3,415 29,347 Oasis Capital, LLC 20-July-22 600,000,000 - 27,000 - 27,000 Trillium Partners, LP 07-Sept-22 766,606,000 - 41,133 1,030 42,163 Trillium Partners, LP 14-Sept-22 947,060,606 - 152,850 3,415 156,265 Trillium Partners, LP 27-Sept-22 1,549,444,424 - 252,243 3,415 255,658 Trillium Partners, LP 04-Oct-22 149,833,300 11,000 568 3,415 14,983 Trillium Partners, LP 04-Oct-22 149,436,100 11,000 529 3,415 14,944 Frondeur Partners, LLC 01-Nov-22 141,310,810 25,000 1,260 3,415 29,675 Frondeur Partners, LLC 01-Dec-22 593,368,400 25,000 1,253 3,415 29,668 Trillium Partners, LP 12-Dec-22 117,231,300 7,800 508 3,415 11,723 Trillium Partners, LP 07-Oct-22 1,211,356,045 - 263,083 3,415 266,498 Trillium Partners, LP 24-Oct-22 1,217,151,500 - 264,358 3,415 267,773 Trillium Partners, LP 18-Nov-22 1,634,232,303 - 265,830 3,415 269,245 Total 18,094,721,962 $ 572,400 $ 1,332,922 $ 117,565 $ 2,022,887 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of outstanding stock warrants | A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares to Weighted Weighted Average Outstanding, December 31, 2021 - $ - $ - Issued 5,616,000,000 $ 0.0001 $ 6.60 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31 5,616,000,000 $ 0.0001 $ 6.60 Exercisable, December 31 5,616,000,000 $ 0.0001 $ 6.66 |
Schedule of significant to the fair value measurement | Range of Exercise Prices Number Outstanding December 31 Weighted Average Weighted $ 0.00025-0.0025 5,616,000,000 6.60 years $ 0.0001 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: December 31, December 31, Deferred tax assets / (liabilities) Net operating loss carry forward $ 2,923,000 $ 1,148,000 Stock-based compensation 245,000 243,000 Accrued expenses 193,000 193,000 Net deferred tax assets 3,361,000 1,584,000 Valuation allowance (3,361,000 ) (1,584,000 ) Net deferred tax assets, net of valuation allowance $ - $ - |
Schedule of marginal tax rate | Reconciliation of the statutory federal income tax to the Company’s effective income tax rate for the years ended December 31, 2022 and 2021: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State tax, net of federal benefit 15.29 % 18.22 % Permanent differences 2.50 % 6.26 % Valuation allowance (38.79 )% (45.48 )% Effective rate - % - % |
Background - Additional Informa
Background - Additional Information (Details) | Dec. 31, 2022 |
Reverse Acquisition [Member] | Bowmo [Member] | |
Business Acquisition [Line Items] | |
Preferred stock voting rights as a percentage of total voting equity securities | 78% |
Background - Schedule Of Alloca
Background - Schedule Of Allocation Of Purchase Price Of Acquisition (Details) - Bowmo [Member] - Reverse Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 517 |
Accounts payable | (326,400) |
Accrued interest | (1,197,027) |
Accrued officer compensation | (453,333) |
Convertible Notes | (620,933) |
Put premium on stock settled debt | (230,743) |
Loans payable | (254,500) |
Net Tangible Assets Acquired | (3,082,419) |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (89,550) |
Treasury stock, at cost – 2,917 shares | 773,500 |
Additional paid in capital | (2,648,676) |
Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to bowmo's stockholders | 1,000 |
Series A Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (33,815) |
Series B Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (50) |
Series C Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (50,000) |
Series D Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (12) |
Series E Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | (166,331) |
Series F Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business acquisition, equity interest issued or issuable, value assigned | $ 0 |
Background - Schedule Of Allo_2
Background - Schedule Of Allocation Of Purchase Price Of Acquisition (Parenthetical) (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Treasury stock, shares | 2,917 | 0 |
Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 3,381,520 | 0 |
Preferred stock, shares outstanding | 3,381,520 | 0 |
Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000,000 | 0 |
Preferred stock, shares outstanding | 5,000,000 | 0 |
Series D Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 125,000 | 125,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 125,000 | 0 |
Preferred stock, shares outstanding | 125,000 | 0 |
Series F Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 101 | 101 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 101 | 0 |
Preferred stock, shares outstanding | 101 | 0 |
Reverse Acquisition [Member] | Bowmo [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 20,000,000,000 | |
Preferred stock par or stated value per share | $ 0.00001 | |
Preferred stock, shares issued | 8,955,014,498 | |
Preferred stock, shares outstanding | 8,955,014,498 | |
Preferred stock voting rights as a percentage of total voting equity securities | 78% | |
Treasury stock, shares | 2,917 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 3,500,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 3,381,520 | |
Preferred stock, shares outstanding | 3,381,520 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 5,000 | |
Preferred stock, shares outstanding | 5,000 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series C Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series D Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 125,000 | |
Preferred stock par or stated value per share | $ 0.0001 | |
Preferred stock, shares issued | 125,000 | |
Preferred stock, shares outstanding | 125,000 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series F Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 101 | |
Preferred stock par or stated value per share | $ 0.0001 | |
Preferred stock, shares issued | 101 | |
Preferred stock, shares outstanding | 101 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Summary of Business and Basis of Presentation [Line Items] | |||
Gain on new methodology for accounting for debt conversion features | $ 27,856 | $ 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer One [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 80% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer Two [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 19% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Major Customers [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 99% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer One [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 19% | 80% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Two [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 13% | 19% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Major Customers [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 99% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Three [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 11% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Four [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Four Major Customers [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 100% | ||
Minimum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 10% | ||
Minimum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | No Customer [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 100% | ||
Minimum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 47% | 10% | |
Minimum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | No Customer [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Concentration risk percentage | 10% | ||
Direct Placement [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Contract with customers refund liability current | $ 0 | $ 0 | |
Direct Placement [Member] | Minimum [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Guarantee period as condition precedent for earning revenue | 90 days | ||
Direct Placement [Member] | Maximum [Member] | |||
Summary of Business and Basis of Presentation [Line Items] | |||
Guarantee period as condition precedent for earning revenue | 180 days |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of Revenue Disaggregation (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 185,923 | $ 201,675 |
Direct placement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 142,242 | 140,600 |
Recruiting as a service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 43,681 | $ 61,075 |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern [Abstract] | ||
Accumulated deficit | $ 9,200,000 | |
Net loss | 4,580,438 | $ 265,917 |
Operating Income (Loss) | $ 1,647,842 | $ 288,295 |
Business Combinations - Summary
Business Combinations - Summary Of Final Allocation Of Purchase Price In Connection With Acquisition (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Cash | $ 1,633 |
Loss on acquisition – related party | (197,370) |
Interview Mastery Acquisition [Member] | |
Business Acquisition [Line Items] | |
Cash | 1,633 |
Prepaid expenses | 997 |
Loss on acquisition – related party | 197,370 |
Total | $ 200,000 |
Business Combinations - Summa_2
Business Combinations - Summary Of Supplemental Proforma Financial Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 198,982 | $ 216,367 |
Net Loss | $ (4,595,717) | $ (287,779) |
Earnings (Loss) per common share, basic | $ 0 | $ (0.02) |
Earnings (Loss) per common share, diluted | $ 0 | $ (0.02) |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 16, 2022 | Dec. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Loss on acquisition – related party | $ 58,092 | |||
Business combination, separately recognized transactions, revenues and gains recognized | $ 13,059 | $ 14,692 | ||
Business combination, separately recognized transactions, net gains and losses | $ 15,279 | $ 21,862 | ||
Michael R. Neece [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued, price per share | $ 0.0002 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Michael R. Neece [Member] | Share Based Compensation Award Tranche One To Four [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset acquisition additional equity interest issued and issuable | 250,000,000 | |||
Michael R. Neece [Member] | Share Based Compensation Award Tranche Per Quarter [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset acquisition additional equity interest issued and issuable | 62,500,000 | |||
Interview Mastery Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Loss on acquisition – related party | $ 197,370 | |||
Interview Mastery Acquisition [Member] | Michael R. Neece [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition equity interests issued or issuable number of shares issued | 1,000,000,000 | |||
Asset Purchase Agreement [Member] | Michael R. Neece [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued, price per share | $ 0.0002 | |||
Asset acquisition additional equity interest issued and issuable | 1,000,000,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Asset Purchase Agreement [Member] | Michael R. Neece [Member] | Share Based Compensation Award Tranche One To Four [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset acquisition additional equity interest issued and issuable | 250,000,000 | |||
Asset Purchase Agreement [Member] | Michael R. Neece [Member] | Share Based Compensation Award Tranche Per Quarter [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset acquisition additional equity interest issued and issuable | 62,500,000 | |||
Asset Purchase Agreement [Member] | Interview Mastery Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition equity interests issued or issuable number of shares issued | 1,000,000,000 | |||
Shares issued, price per share | $ 0.0002 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of summarizes the convertible notes (Detail) - USD ($) | 12 Months Ended | |||||
Jan. 18, 2019 | Nov. 18, 2017 | Dec. 31, 2022 | Oct. 19, 2022 | Dec. 31, 2021 | Jul. 07, 2020 | |
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Long-Term Debt, Gross | $ 1,197,681 | $ 84,681 | ||||
Debt Instrument, Unamortized Discount | (528,100) | 0 | ||||
Convertible Notes Payable, Current | $ 669,581 | 84,681 | ||||
Travel Data Solutions [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Nov. 18, 2017 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Sep. 13, 2018 | Nov. 30, 2019 | ||||
Long-Term Debt, Gross | $ 100,000 | 0 | ||||
Travel Data Solutions One [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Jan. 18, 2019 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Jan. 31, 2020 | Jan. 31, 2020 | ||||
Long-Term Debt, Gross | $ 25,000 | 0 | ||||
Third Party [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Jul. 07, 2020 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Jul. 07, 2021 | |||||
Long-Term Debt, Gross | $ 84,681 | 84,681 | $ 84,681 | |||
Convertible Notes Payable, Current | $ 84,681 | |||||
Trillium Partners LP One [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Jun. 15, 2022 | |||||
Interest Rate | 12% | |||||
Debt Instrument, Maturity Date | Jun. 15, 2023 | |||||
Long-Term Debt, Gross | $ 165,000 | 0 | ||||
Trillium Partners LP Two [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Aug. 05, 2022 | |||||
Interest Rate | 12% | |||||
Debt Instrument, Maturity Date | Jun. 28, 2023 | |||||
Long-Term Debt, Gross | $ 110,000 | |||||
Frondeur Partners LLC One [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Aug. 01, 2022 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Feb. 28, 2023 | |||||
Long-Term Debt, Gross | $ 50,000 | 0 | ||||
Frondeur Partners LLC Two [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Oct. 01, 2022 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Jul. 31, 2023 | |||||
Long-Term Debt, Gross | $ 50,000 | 0 | ||||
Trilleum Partners LP Three [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Oct. 19, 2022 | |||||
Interest Rate | 8% | |||||
Debt Instrument, Maturity Date | Oct. 09, 2023 | |||||
Long-Term Debt, Gross | $ 275,000 | 0 | ||||
King Wharf Opportunities Fund [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Oct. 19, 2022 | |||||
Interest Rate | 8% | |||||
Debt Instrument, Maturity Date | Oct. 09, 2023 | |||||
Long-Term Debt, Gross | $ 275,000 | $ 275,000 | 0 | |||
Trilleum Partners Lp Four [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Oct. 21, 2022 | |||||
Interest Rate | 12% | |||||
Debt Instrument, Maturity Date | Oct. 21, 2023 | |||||
Long-Term Debt, Gross | $ 11,000 | 0 | ||||
Trilleum Partners Lp Five [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Dec. 06, 2022 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Nov. 30, 2023 | |||||
Long-Term Debt, Gross | $ 17,000 | 0 | ||||
Frondeur Partners LLC Three [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Nov. 01, 2022 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Aug. 31, 2023 | |||||
Long-Term Debt, Gross | $ 25,000 | 0 | ||||
Frondeur Partners LLC Four [Member] | ||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | ||||||
Date Issued | Dec. 01, 2022 | |||||
Interest Rate | 10% | |||||
Debt Instrument, Maturity Date | Sep. 30, 2023 | |||||
Long-Term Debt, Gross | $ 10,000 | $ 0 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of summarizes the convertible notes (Parenthetical) (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 16 Months Ended | |||||||||
Dec. 01, 2022 USD ($) | Oct. 19, 2022 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) | Jan. 18, 2019 USD ($) | Nov. 18, 2017 USD ($) | Jan. 31, 2018 USD ($) | May 01, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Oct. 01, 2021 USD ($) | Dec. 06, 2022 USD ($) $ / shares | Jul. 06, 2021 USD ($) $ / shares | Jul. 07, 2020 USD ($) | |
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Long-term Debt, Gross | $ 1,197,681 | $ 84,681 | |||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||
Convertible Notes | $ 669,581 | $ 84,681 | |||||||||||
Amortization of Debt Discount (Premium) | $ 289,252 | $ 42,457 | |||||||||||
Series G Preferred Stock [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 163,461 | 1,000,000 | 0 | ||||||||||
Travel Data Solutions [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 25,000 | ||||||||||||
Proceeds from Issuance of Debt | $ 25,000 | $ 75,000 | |||||||||||
Debt Instrument, Maturity Date | Sep. 13, 2018 | Nov. 30, 2019 | |||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Long-term Debt, Gross | $ 100,000 | $ 0 | |||||||||||
Travel Data Solutions One [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 35,000 | ||||||||||||
Proceeds from Issuance of Debt | $ 25,000 | ||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2020 | Jan. 31, 2020 | |||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Long-term Debt, Gross | $ 25,000 | 0 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | last day of each month | ||||||||||||
Debt Instrument, Periodic Payment | $ 3,208.33 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 2,916.66 | ||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 219.66 | ||||||||||||
Livingston Asset Management [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 331,600 | ||||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Debt Instrument Conversion Ratio | 70 | ||||||||||||
Trillium Partners, LP [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 275,000 | $ 332,800 | $ 44,000 | ||||||||||
Short term debt fixed rate of interest percentage | 8% | 10% | |||||||||||
Long-term Debt, Gross | $ 275,000 | 303,000 | |||||||||||
Debt Instrument Conversion Ratio | 50 | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 29,800 | ||||||||||||
Amortization of Debt Discount (Premium) | $ 25,000 | ||||||||||||
Trillium Partners, LP [Member] | Series G Preferred Stock [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 326,922 | ||||||||||||
Trillium Partners, LP [Member] | Maximum [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Short term debt fixed rate of interest percentage | 12% | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0002 | ||||||||||||
Trillium Partners, LP [Member] | Minimum [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Frondeur Partners LLC [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 160,000 | $ 175,000 | |||||||||||
Short term debt fixed rate of interest percentage | 10% | 10% | |||||||||||
Long-term Debt, Gross | 135,000 | ||||||||||||
Debt Instrument Conversion Ratio | 70 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 25,000 | ||||||||||||
Frondeur Partners LLC [Member] | Maximum [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt Instrument Conversion Ratio | 70 | ||||||||||||
Frondeur Partners LLC [Member] | Minimum [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt Instrument Conversion Ratio | 50 | ||||||||||||
Oscaleta Partners LLC [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 11,000 | ||||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Debt Instrument Conversion Ratio | 50 | ||||||||||||
Third Party [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jul. 07, 2021 | ||||||||||||
Short term debt fixed rate of interest percentage | 10% | ||||||||||||
Long-term Debt, Gross | $ 84,681 | 84,681 | $ 84,681 | ||||||||||
Convertible Notes | $ 84,681 | ||||||||||||
Factor For Determining Conversion Of Number Of Shares Of Common Stock | 50% | ||||||||||||
King Wharf Opportunities Fund [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Debt instrument, Face amount | $ 275,000 | ||||||||||||
Debt Instrument, Maturity Date | Oct. 09, 2023 | ||||||||||||
Short term debt fixed rate of interest percentage | 8% | ||||||||||||
Long-term Debt, Gross | $ 275,000 | $ 275,000 | $ 0 | ||||||||||
Debt Instrument Conversion Ratio | 50 | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Amortization of Debt Discount (Premium) | $ 25,000 | ||||||||||||
King Wharf Opportunities Fund [Member] | Series G Preferred Stock [Member] | |||||||||||||
Convertible Notes Schedule of summarizes the convertible notes [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 326,922 |
Loans Payable - Schedule of loa
Loans Payable - Schedule of loan payable (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Total payments | $ 564,000 | $ 40,400 |
Loan 1 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term debt, percentage bearing fixed interest rate | 1% | |
Other loans payable current | $ 27,000 | 0 |
Loan 2 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term debt, percentage bearing fixed interest rate | 1% | |
Other loans payable current | $ 3,000 | 0 |
Loan 3 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term debt, percentage bearing fixed interest rate | 8% | |
Other loans payable current | $ 64,000 | 0 |
Loan 4 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term debt, percentage bearing fixed interest rate | 8% | |
Other loans payable current | $ 160,500 | 0 |
Loan 5 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Long-term debt, percentage bearing fixed interest rate | 3.75% | |
Other loans payable, noncurrent | $ 309,500 | $ 40,400 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jul. 31, 2020 | Jul. 15, 2020 | Jan. 04, 2016 | Dec. 23, 2015 | Dec. 02, 2015 | Nov. 13, 2015 | Sep. 15, 2015 | Sep. 01, 2015 | Aug. 21, 2015 | Aug. 12, 2015 | Jul. 03, 2015 | May 29, 2015 | Mar. 19, 2015 | Jan. 29, 2015 | Dec. 04, 2014 | Sep. 18, 2014 | Feb. 27, 2014 | Aug. 12, 2013 | May 30, 2013 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Total other income (expenses) | $ (2,932,596) | $ 22,378 | |||||||||||||||||||||
Loan 1 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from other short term debt | $ 25,000 | $ 2,000 | |||||||||||||||||||||
Other loans payable current | $ 27,000 | ||||||||||||||||||||||
Short term debt fixed rate of interest percentage | 1% | ||||||||||||||||||||||
Loan 2 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from other short term debt | $ 10,200 | $ 6,000 | |||||||||||||||||||||
Short term debt fixed rate of interest percentage | 1% | ||||||||||||||||||||||
Repayment of other short term debt | $ 13,200 | ||||||||||||||||||||||
Loan 3 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from other short term debt | $ 45,000 | $ 22,000 | $ 5,000 | $ 4,000 | $ 35,000 | ||||||||||||||||||
Short term debt fixed rate of interest percentage | 8% | ||||||||||||||||||||||
Loan 4 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from other short term debt | $ 10,000 | $ 30,000 | $ 25,000 | $ 40,000 | $ 25,000 | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||||||
Short term debt fixed rate of interest percentage | 8% | ||||||||||||||||||||||
Loan 5 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Short term debt fixed rate of interest percentage | 3.75% | ||||||||||||||||||||||
Proceeds from other long term debt | $ 269,200 | ||||||||||||||||||||||
Debt instrument monthly instalment of principal | $ 1,556 | ||||||||||||||||||||||
Short-Term Debt, Terms | thirty years | ||||||||||||||||||||||
Other loans payable, noncurrent | 40,400 | ||||||||||||||||||||||
Total other income (expenses) | $ 6,000 | ||||||||||||||||||||||
Loan 5 [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument monthly instalment of principal | $ 1,506 | ||||||||||||||||||||||
Loan 5 [Member] | United States Small Business Administration [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from other short term debt | $ 6,000 | $ 40,400 |
Loans Payable - Schedule of mat
Loans Payable - Schedule of maturities of long-term debt (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
December 31, 2023 | $ 260,494 | |
December 31, 2024 | 6,807 | |
December 31, 2025 | 7,066 | |
December 31, 2026 | 7,336 | |
December 31, 2027 | 7,616 | |
Thereafter | 274,681 | |
Total payments | $ 564,000 | $ 40,400 |
Put Premium on Stock Settled _3
Put Premium on Stock Settled Debt - Schedule of put premium by individual debt instrument (Detail) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Premium on stock | $ 1,197,681 | |
Put premium on stock settled debt | $ 219,687 | |
Travel Data Solutions, Inc.[Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 18-Nov-17 | |
Maturity Date | 30-Nov-19 | |
Premium on stock | $ 100,000 | |
Put premium on stock settled debt | $ 0 | |
Travel Data Solutions, Inc.[Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 18-Jan-19 | |
Maturity Date | 31-Jan-20 | |
Premium on stock | $ 25,000 | |
Put premium on stock settled debt | $ 0 | |
Third party [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 7-Jul-20 | |
Maturity Date | 7-Jul-21 | |
Premium on stock | $ 84,681 | |
Discount Percentage | 50% | |
Put premium on stock settled debt | $ 84,687 | |
Trillium Partners, LP [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 15-Jun-22 | |
Maturity Date | 15-Jun-23 | |
Premium on stock | $ 165,000 | |
Discount Percentage | 0% | |
Put premium on stock settled debt | $ 0 | |
Trillium Partners, LP [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 05-Aug-22 | |
Maturity Date | 28-Jun-23 | |
Premium on stock | $ 110,000 | |
Discount Percentage | 0% | |
Put premium on stock settled debt | $ 0 | |
Frondeur Partners LLC [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 01-Sept-22 | |
Maturity Date | 31-June-23 | |
Premium on stock | $ 50,000 | |
Discount Percentage | 30% | |
Put premium on stock settled debt | $ 50,000 | |
Frondeur Partners LLC [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 01-Oct-22 | |
Maturity Date | 31-Jul-23 | |
Premium on stock | $ 50,000 | |
Discount Percentage | 30% | |
Put premium on stock settled debt | $ 50,000 | |
Trillium Partners, LP [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 19-Oct-22 | [1] |
Maturity Date | 09-Oct-23 | [1] |
Premium on stock | $ 275,000 | [1] |
Discount Percentage | 0% | [1] |
Put premium on stock settled debt | $ 0 | [1] |
King Wharf Opportunities Fund [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 19-Oct-22 | [1] |
Maturity Date | 09-Oct-23 | [1] |
Premium on stock | $ 275,000 | [1] |
Discount Percentage | 0% | [1] |
Put premium on stock settled debt | $ 0 | [1] |
Trillium Partners, LP [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 21-Oct-22 | |
Maturity Date | 21-Oct-23 | |
Premium on stock | $ 11,000 | |
Discount Percentage | 0% | |
Put premium on stock settled debt | $ 0 | |
Trillium Partners, LP [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 06-Dec-22 | |
Maturity Date | 30-Nov-23 | |
Premium on stock | $ 17,000 | |
Discount Percentage | 0% | |
Put premium on stock settled debt | $ 0 | |
Frondeur Partners LLC [Member] | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 01-Nov-22 | |
Maturity Date | 31-Aug-23 | |
Premium on stock | $ 25,000 | |
Discount Percentage | 50% | |
Put premium on stock settled debt | $ 25,000 | |
FrondeurPartnersLLCFourMember | ||
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | ||
Date Issued | 01-Dec-22 | |
Maturity Date | 30-Sep-23 | |
Premium on stock | $ 10,000 | |
Discount Percentage | 50% | |
Put premium on stock settled debt | $ 10,000 | |
[1]As these convertible notes did not contain predominantly, fixed rate conversion features, they did not fall under the scope of ASC 480, and resulted in derivative liabilities. See Note 8 |
Put Premium on Stock Settled _4
Put Premium on Stock Settled Debt - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Gain on new methodology for accounting for debt conversion features | $ 27,856 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of derivative liability measured at fair value (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liability [Abstract] | ||
Derivative liability, beginning of the period | $ 110,992 | $ 93,172 |
Change Due to Issuances | 2,718,645 | 0 |
Change due to exercise / redemptions | (112,537) | 0 |
Change in fair value | (544,850) | 17,820 |
Derivative liability, ending of the period | $ 2,172,250 | $ 110,992 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of assumptions used in the calculations of its derivatives (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock price | $ 0.1 | |
Exercise price | $ 0.05 | |
Contractual term (in years) | 7 months 28 days | |
Volatility (annual) | 83% | |
Risk-free rate | 0.39% | |
Maximum [Member] | ||
Stock price | $ 0.0005 | |
Exercise price | $ 0.0001 | |
Contractual term (in years) | 9 months 18 days | |
Volatility (annual) | 443% | |
Risk-free rate | 4.60% | |
Minimum [Member] | ||
Stock price | $ 0.0002 | |
Exercise price | $ 0.00005 | |
Contractual term (in years) | 1 year | |
Volatility (annual) | 441% | |
Risk-free rate | 4.41% |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Extinguishment of convertible debt | $ 18,094,721,962 | ||
Common stock, shares authorized | 40,000,000,000 | 40,000,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, voting rights | one | ||
Number of shares of common stock outstanding | 27,049,736,362 | 18,150,000 | |
Michael R. Neece [Member] | |||
Business Acquisition [Line Items] | |||
Share Based Compensation Expense | $ 4,719 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||
Shares issued, price per share | $ 0.0002 | ||
Michael R. Neece [Member] | Share Based Compensation Award Tranche One To Four [Member] | |||
Business Acquisition [Line Items] | |||
Asset acquisition additional equity interest issued and issuable | 250,000,000 | ||
Michael R. Neece [Member] | Share Based Compensation Award Tranche Per Quarter [Member] | |||
Business Acquisition [Line Items] | |||
Asset acquisition additional equity interest issued and issuable | 62,500,000 | ||
Interview Mastery Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred, equity interests issued and issuable | $ 200,000 | ||
Share Based Compensation Expense | $ 1,000,000,000 | ||
Interview Mastery Acquisition [Member] | Michael R. Neece [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition equity interests issued or issuable number of shares issued | 1,000,000,000 |
Common Stock - Schedule of shar
Common Stock - Schedule of shares of common stock for the extinguishment of convertible debt (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Extinguishment of Debt [Line Items] | |
Shares (in Shares) | shares | 18,094,721,962 |
Principal Retired | $ 572,400 |
Accrued interest | 1,332,922 |
Fees | 117,565 |
Total | $ 2,022,887 |
Livingston Asset Management LLC Three [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-May-22 |
Shares (in Shares) | shares | 315,275,000 |
Principal Retired | $ 9,500 |
Accrued interest | 2,969 |
Fees | 3,295 |
Total | $ 15,764 |
Livingston Asset Management LLC Four [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-May-22 |
Shares (in Shares) | shares | 392,525,000 |
Principal Retired | $ 12,500 |
Accrued interest | 3,831 |
Fees | 3,295 |
Total | $ 19,626 |
Livingston Asset Management LLC Five [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 19-May-22 |
Shares (in Shares) | shares | 50,910,200 |
Principal Retired | $ 1,100 |
Accrued interest | 396 |
Fees | 1,050 |
Total | $ 2,546 |
Livingston Asset Management LLC Six [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 19-May-22 |
Shares (in Shares) | shares | 185,850,000 |
Principal Retired | $ 4,500 |
Accrued interest | 1,498 |
Fees | 3,295 |
Total | $ 9,293 |
Livingston Asset Management LLC Seven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Jun-22 |
Shares (in Shares) | shares | 376,768,000 |
Principal Retired | $ 18,750 |
Accrued interest | 4,329 |
Fees | 3,295 |
Total | $ 26,374 |
Livingston Asset Management LLC Eight [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Jun-22 |
Shares (in Shares) | shares | 316,566,800 |
Principal Retired | $ 10,000 |
Accrued interest | 3,773 |
Fees | 2,055 |
Total | $ 15,828 |
Livingston Asset Management LLC Nine [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 10-Jun-22 |
Shares (in Shares) | shares | 163,772,200 |
Principal Retired | $ 0 |
Accrued interest | 6,134 |
Fees | 2,055 |
Total | $ 8,189 |
Livingston Asset Management LLC Ten [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 14-Jun-22 |
Shares (in Shares) | shares | 140,214,000 |
Principal Retired | $ 6,250 |
Accrued interest | 270 |
Fees | 3,295 |
Total | $ 9,815 |
Oscalata Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 15-Jun-22 |
Shares (in Shares) | shares | 300,727,400 |
Principal Retired | $ 11,000 |
Accrued interest | 741 |
Fees | 3,295 |
Total | $ 15,036 |
Livingston Asset Management LLC Eleven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Jun-22 |
Shares (in Shares) | shares | 467,932,429 |
Principal Retired | $ 25,000 |
Accrued interest | 4,460 |
Fees | 3,295 |
Total | $ 32,755 |
Livingston Asset Management LLC Twelve [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Jun-22 |
Shares (in Shares) | shares | 463,470,571 |
Principal Retired | $ 25,000 |
Accrued interest | 4,148 |
Fees | 3,295 |
Total | $ 32,443 |
Livingston Asset Management LLC Thirteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 22-Jun-22 |
Shares (in Shares) | shares | 458,010,714 |
Principal Retired | $ 25,000 |
Accrued interest | 3,766 |
Fees | 3,295 |
Total | $ 32,061 |
Livingston Asset Management LLC Fourteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 23-Jun-22 |
Shares (in Shares) | shares | 453,588,000 |
Principal Retired | $ 25,000 |
Accrued interest | 3,456 |
Fees | 3,295 |
Total | $ 31,751 |
Livingston Asset Management LLC Fifteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 23-Jun-22 |
Shares (in Shares) | shares | 443,529,286 |
Principal Retired | $ 25,000 |
Accrued interest | 2,752 |
Fees | 3,295 |
Total | $ 31,047 |
Livingston Asset Management LLC Sixteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Jun-22 |
Shares (in Shares) | shares | 434,833,714 |
Principal Retired | $ 25,000 |
Accrued interest | 2,023 |
Fees | 3,415 |
Total | $ 30,438 |
Livingston Asset Management LLC Seventeen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Jun-22 |
Shares (in Shares) | shares | 413,336,143 |
Principal Retired | $ 25,000 |
Accrued interest | 519 |
Fees | 3,415 |
Total | $ 28,934 |
Livingston Asset Management LLC Eighteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 28-Jun-22 |
Shares (in Shares) | shares | 434,891,429 |
Principal Retired | $ 25,000 |
Accrued interest | 2,027 |
Fees | 3,415 |
Total | $ 30,442 |
Livingston Asset Management LLC Nineteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 29-Jun-22 |
Shares (in Shares) | shares | 432,347,429 |
Principal Retired | $ 25,000 |
Accrued interest | 1,849 |
Fees | 3,415 |
Total | $ 30,264 |
Frondeur Partners, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 30-Jun-22 |
Shares (in Shares) | shares | 429,412,000 |
Principal Retired | $ 25,000 |
Accrued interest | 1,644 |
Fees | 3,415 |
Total | $ 30,059 |
Frondeur Partners LLC One [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-July-22 |
Shares (in Shares) | shares | 423,639,000 |
Principal Retired | $ 25,000 |
Accrued interest | 1,452 |
Fees | 3,415 |
Total | $ 29,867 |
Frondeur Partners LLC Two [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-July-22 |
Shares (in Shares) | shares | 426,672,143 |
Principal Retired | $ 25,000 |
Accrued interest | 1,644 |
Fees | 3,415 |
Total | $ 30,059 |
Trillium Partners, LP One [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 13-July-22 |
Shares (in Shares) | shares | 143,324,850 |
Principal Retired | $ 22,000 |
Accrued interest | 3,250 |
Fees | 3,415 |
Total | $ 28,665 |
Trillium Partners, LP Two [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 13-July-22 |
Shares (in Shares) | shares | 92,680,867 |
Principal Retired | $ 22,000 |
Accrued interest | 2,389 |
Fees | 3,415 |
Total | $ 27,804 |
Frondeur Partners LLC Three [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 18-July-22 |
Shares (in Shares) | shares | 421,975,571 |
Principal Retired | $ 25,000 |
Accrued interest | 1,123 |
Fees | 3,415 |
Total | $ 29,538 |
Frondeur Partners LLC Four [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 18-July-22 |
Shares (in Shares) | shares | 419,235,857 |
Principal Retired | $ 25,000 |
Accrued interest | 932 |
Fees | 3,415 |
Total | $ 29,347 |
Frondeur Partners LLC Five [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 18-July-22 |
Shares (in Shares) | shares | 416,202,571 |
Principal Retired | $ 25,000 |
Accrued interest | 932 |
Fees | 3,415 |
Total | $ 29,347 |
Oasis Capital, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 20-July-22 |
Shares (in Shares) | shares | 600,000,000 |
Principal Retired | $ 0 |
Accrued interest | 27,000 |
Fees | 0 |
Total | $ 27,000 |
Trillium Partners, LP Three [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 07-Sept-22 |
Shares (in Shares) | shares | 766,606,000 |
Principal Retired | $ 0 |
Accrued interest | 41,133 |
Fees | 1,030 |
Total | $ 42,163 |
Trillium Partners, LP Four [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 14-Sept-22 |
Shares (in Shares) | shares | 947,060,606 |
Principal Retired | $ 0 |
Accrued interest | 152,850 |
Fees | 3,415 |
Total | $ 156,265 |
Trillium Partners, LP Five [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Sept-22 |
Shares (in Shares) | shares | 1,549,444,424 |
Principal Retired | $ 0 |
Accrued interest | 252,243 |
Fees | 3,415 |
Total | $ 255,658 |
Trillium Partners LP Six [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 04-Oct-22 |
Shares (in Shares) | shares | 149,833,300 |
Principal Retired | $ 11,000 |
Accrued interest | 568 |
Fees | 3,415 |
Total | $ 14,983 |
Trillium Partners LP Seven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 04-Oct-22 |
Shares (in Shares) | shares | 149,436,100 |
Principal Retired | $ 11,000 |
Accrued interest | 529 |
Fees | 3,415 |
Total | $ 14,944 |
Frondeur Partners LLC Six [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 01-Nov-22 |
Shares (in Shares) | shares | 141,310,810 |
Principal Retired | $ 25,000 |
Accrued interest | 1,260 |
Fees | 3,415 |
Total | $ 29,675 |
Frondeur Partners LLC Seven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 01-Dec-22 |
Shares (in Shares) | shares | 593,368,400 |
Principal Retired | $ 25,000 |
Accrued interest | 1,253 |
Fees | 3,415 |
Total | $ 29,668 |
Trillium Partners LP Eight [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 12-Dec-22 |
Shares (in Shares) | shares | 117,231,300 |
Principal Retired | $ 7,800 |
Accrued interest | 508 |
Fees | 3,415 |
Total | $ 11,723 |
Trillium Partners LP Nine [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 07-Oct-22 |
Shares (in Shares) | shares | 1,211,356,045 |
Principal Retired | $ 0 |
Accrued interest | 263,083 |
Fees | 3,415 |
Total | $ 266,498 |
Trillium Partners LP Ten [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 24-Oct-22 |
Shares (in Shares) | shares | 1,217,151,500 |
Principal Retired | $ 0 |
Accrued interest | 264,358 |
Fees | 3,415 |
Total | $ 267,773 |
Trillium Partners LP Eleven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 18-Nov-22 |
Shares (in Shares) | shares | 1,634,232,303 |
Principal Retired | $ 0 |
Accrued interest | 265,830 |
Fees | 3,415 |
Total | $ 269,245 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - Frondeur Partners LLC and Trillium Partners LP [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Warrants Details [Line Items] | |
Class of warrants or rights, Warrants issued during period | shares | 5,616,000,000 |
Warrant to purchase common shares (in Shares) | shares | 5,616,000,000 |
Fair value of the warrants (in Dollars) | $ | $ 596,927 |
Maximum [Member] | |
Warrants Details [Line Items] | |
Class of warrant or right, Exercise price of warrants or rights | $ 0.0025 |
Warrant expiry term | 7 years |
Fair value of warrants exercise price (in Dollars per share) | $ 0.00025 |
Fair value of warrants risk free rate | 4.28% |
Fair value of warrants volatility | 699.48% |
Fair value of warrants term | 7 years |
Minimum [Member] | |
Warrants Details [Line Items] | |
Class of warrant or right, Exercise price of warrants or rights | $ 0.0001 |
Warrant expiry term | 5 years |
Fair value of warrants exercise price (in Dollars per share) | $ 0.0025 |
Fair value of warrants risk free rate | 2.50% |
Fair value of warrants volatility | 266.74% |
Fair value of warrants term | 5 years |
Warrants - Schedule of outstand
Warrants - Schedule of outstanding stock warrants (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule Of Outstanding Stock Warrants [Abstract] | |
Balance at December 31, 2021 | shares | 0 |
Shares available to purchase with warrants, Issued (in Shares) | shares | 5,616,000,000 |
Shares available to purchase with warrants, Exercised (in Shares) | shares | 0 |
Shares available to purchase with warrants, Forfeited (in Shares) | shares | 0 |
Shares available to purchase with warrants, Expired (in Shares) | shares | 0 |
Balance at December 31, 2022 | shares | 5,616,000,000 |
Shares available to purchase with warrants, Exercisable (in Shares) | shares | 5,616,000,000 |
Weighted Average Price, beginning balance | $ 0 |
Weighted Average Price, Issued | 0.0001 |
Weighted Average Price, Exercised | 0 |
Weighted Average Price, Forfeited | 0 |
Weighted Average Price, Expired | 0 |
Weighted Average Price, ending balance | 0.0001 |
Weighted Average Price, Exercisable | 0.0001 |
Weighted Average Fair Value, beginning balance | 0 |
Weighted Average Fair Value, Issued | 6.6 |
Weighted Average Fair Value, Forfeited | 0 |
Weighted Average Fair Value, Expired | 0 |
Weighted Average Fair Value, ending balance | 6.6 |
Weighted Average Fair Value, Exercisable | $ 6.66 |
Warrants - Schedule of signific
Warrants - Schedule of significant to the fair value measurement (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of Significant to the Fair Value Measurement [Line Items] | |
Number Outstanding (in Shares) | shares | 5,616,000,000 |
Weighted Average Remaining Contractual Life | 6 years 7 months 6 days |
Weighted Average Exercise Price | $ 0.0001 |
Maximum [Member] | |
Schedule of Significant to the Fair Value Measurement [Line Items] | |
Range of Exercise Prices | 0.0025 |
Minimum [Member] | |
Schedule of Significant to the Fair Value Measurement [Line Items] | |
Range of Exercise Prices | $ 0.00025 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
May 04, 2022 | Nov. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Series AA and Super preferred stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series AA and Super Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the conversion rate of one share of common stock for one share of Preferred Stock. | |||
Preferred stock, shares outstanding | 0 | 652,759 | ||
Series A Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series A Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. | |||
Preferred stock, shares outstanding | 3,381,520 | 0 | ||
Series B Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series B Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. | |||
Preferred stock, shares outstanding | 5,000 | 0 | ||
Series C Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series C Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock. | |||
Preferred stock, shares outstanding | 5,000,000 | 0 | ||
Series D Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series D Convertible Preferred Stock, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends. | |||
Preferred stock, shares outstanding | 125,000 | 0 | ||
Series E Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series E Convertible Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock. | |||
Series F Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series F Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends. | |||
Preferred stock, shares outstanding | 101 | 0 | ||
Series G Convertible Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Convertible preferred stock, description | Series G Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock for a period ending 18 months following issuance at the conversion rate that will result, in the aggregate, in the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and outstanding shares of commons stock of the company on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock as a single class, has liquidation rights of $0.001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion. | |||
Preferred stock, shares outstanding | 1,000,000 | 0 | ||
Convertible preferred stock | 1,000,000 | |||
Series Super Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Number of new stock issued during the period. | 500 | |||
Value of new stock issued during the period | $ 50 | |||
Series AA Preferred Stock [Member] | ||||
Preferred Stock (Details) [Line Items] | ||||
Stock cancelled during the period on reverse merger | 652,259 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jul. 08, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Salary per month | $ 10,000 | ||
Accrued compensation | $ 532,000 | ||
Related party transaction amounts of transaction | 40,875 | $ 50,500 | |
Eddie Aizman [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued compensation | 474,884 | 510,078 | |
Salary per year | 200,000 | ||
Michael Lakshin [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued compensation | 474,884 | $ 510,078 | |
Salary per year | $ 180,000 |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Feb. 17, 2017 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Obtained a default judgment amount | $ 27,084 | |
Amount of indebtedness | $ 1,200,000 |
Income Tax - Schedule Of Deferr
Income Tax - Schedule Of Deferred Tax Assets And Liabilities (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forward | $ 2,923,000 | $ 1,148,000 |
Stock-based compensation | 245,000 | 243,000 |
Accrued expenses | 193,000 | 193,000 |
Net deferred tax assets | 3,361,000 | 1,584,000 |
Valuation allowance | (3,361,000) | (1,584,000) |
Net deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Tax - Schedule of reconc
Income Tax - Schedule of reconciliation of the statutory federal income tax to the entity effective income tax rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State tax, net of federal benefit | 15.29% | 18.22% |
Permanent differences | 2.50% | 6.26% |
Valuation allowance | (38.79%) | (45.48%) |
Effective rate | 0% | 0% |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2020 | |
Income Tax [Line Items] | ||||
Provision for income taxes | $ 0 | $ 0 | ||
Coronavirus aid, Relief, and Economic Security Act relief package amount | $ 2 | |||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, period increase (decrease) | 0 | 0 | ||
Unrecognized tax benefits, interest or penalties | 0 | 0 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 1,777,000 | $ 120,000 | ||
Internal Revenue Code Act [Member] | ||||
Income Tax [Line Items] | ||||
Percentage of minimum change in ownership | 50% | |||
Testing period for percentage of minimum change in ownership | 3 years | |||
Maximum [Member] | ||||
Income Tax [Line Items] | ||||
Open tax year | 2021 | |||
Minimum [Member] | ||||
Income Tax [Line Items] | ||||
Open tax year | 2018 | |||
PPP Loan [Member] | ||||
Income Tax [Line Items] | ||||
Proceeds from issuance of debt | $ 91,035 | |||
Tax Year Expirable 2036 [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward | $ 1,696,000 | |||
Non Expirable [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward | $ 5,920,000 | |||
Operating loss carryforwards, limitations on use | limited in annual utilization of 80% of current year income. | |||
Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward | $ 8,433,533 | |||
State and Local Jurisdiction [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward | $ 8,433,533 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Loss on acquisition – related party | $ 58,092 | ||
Interview Mastery Acquisition [Member] | |||
Subsequent Event [Line Items] | |||
Loss on acquisition – related party | $ 197,370 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Class of warrants or rights, Warrants issued during period | 150,000,000 | ||
Warrant to purchase common shares | 150,000,000 | ||
Exercise price of warrants | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | Convertible Notes [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, Face amount | $ 10,000 | $ 10,000 | |
Debt instrument interest rate | 10% | 10% | |
Subsequent Event [Member] | Three Convertible Notes [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, Face amount | $ 30,000 | $ 30,000 | |
Subsequent Event [Member] | Conversion of Notes Payable into Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Debt conversion, converted instrument, shares issued | 4,247,383,100 |