Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54817 | |
Entity Registrant Name | DIGITAL LOCATIONS, INC. | |
Entity Central Index Key | 0001407878 | |
Entity Tax Identification Number | 20-5451302 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1117 State Street | |
Entity Address, City or Town | Santa Barbara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93101 | |
City Area Code | (805) | |
Local Phone Number | 456-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 733,766,705 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 33,316 | $ 31,113 |
Total current assets | 33,316 | 31,113 |
Other assets: | ||
Deposits | 500 | 500 |
Intangible assets, net | 4,500 | 6,000 |
Total assets | 38,316 | 37,613 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 1,848 | 3,729 |
Accrued interest, notes payable | 63,159 | 53,212 |
Derivative liabilities | 719,263 | 1,233,679 |
Convertible note payable, in default | 29,500 | 29,500 |
Total current liabilities | 1,052,046 | 1,517,823 |
Long-term liabilities – convertible notes payable, net of discount of $451,260 and $600,767, at September 30, 2023 and December 31, 2022, respectively | 548,740 | 399,233 |
Total liabilities | 1,600,786 | 1,917,056 |
Stockholders’ deficit: | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 733,766,705 and 604,150,321 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 733,767 | 604,150 |
Additional paid-in capital | 44,375,226 | 42,196,857 |
Accumulated deficit | (52,595,563) | (50,164,550) |
Total stockholders’ deficit | (7,486,570) | (7,363,543) |
Total liabilities, mezzanine and stockholders’ deficit | 38,316 | 37,613 |
Series B Preferred Stock [Member] | ||
Mezzanine: | ||
Temporary equity, value | 1,424,100 | 1,424,100 |
Series E Preferred Stock [Member] | ||
Mezzanine: | ||
Temporary equity, value | 4,500,000 | 4,060,000 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 140,531 | 113,187 |
Convertible notes payable | 39,145 | 15,916 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 10,000 | |
Convertible notes payable | $ 58,600 | $ 58,600 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Convertible notes payable, related parties, in default | $ 25,980 | $ 25,980 |
Convertiable notes payable, net of discount, current | 230,855 | 22,834 |
Convertiable notes payable, net of discount, non current | $ 451,260 | $ 600,767 |
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 100 | $ 100 |
Temporary equity, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 733,766,705 | 604,150,321 |
Common stock, shares outstanding | 733,766,705 | 604,150,321 |
Series B Preferred Stock [Member] | ||
Temporary equity, shares issued | 14,241 | 14,241 |
Temporary equity, shares outstanding | 14,241 | 14,241 |
Series E Preferred Stock [Member] | ||
Temporary equity, shares issued | 45,000 | 40,600 |
Temporary equity, shares outstanding | 45,000 | 40,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,393 | $ 4,872 | $ 16,373 | $ 16,398 |
Operating expenses: | ||||
General and administrative | 960,128 | 901,592 | 2,973,055 | 2,773,685 |
Depreciation and amortization | 500 | 500 | 1,500 | 1,500 |
Total operating expenses | 960,628 | 902,092 | 2,974,555 | 2,775,185 |
Loss from operations | (957,235) | (897,220) | (2,958,182) | (2,758,787) |
Other income (expense): | ||||
Interest expense | (369,509) | (110,426) | (498,516) | (419,862) |
Gain on forgiveness of debt | 6,034 | |||
Gain (loss) on change in derivative liabilities | (29,929) | 366,516 | 1,025,685 | 4,556,954 |
Total other income (expense) | (399,438) | 256,090 | 527,169 | 4,143,126 |
Income (loss) before income taxes | (1,356,673) | (641,130) | (2,431,013) | 1,384,339 |
Provision for income taxes | ||||
Net income (loss) | $ (1,356,673) | $ (641,130) | $ (2,431,013) | $ 1,384,339 |
Weighted average number of common shares outstanding: | ||||
Basic | 733,766,705 | 489,742,350 | 700,195,180 | 388,527,788 |
Diluted | 733,766,705 | 489,742,350 | 700,195,180 | 4,099,936,067 |
Net income per common share: | ||||
Basic | $ (0.0018) | $ (0.0013) | $ (0.0035) | $ 0.0036 |
Diluted | $ (0.0018) | $ (0.0013) | $ (0.0035) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series B Preferred Stock [Member] | Series E Preferred Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,446,200 | $ 3,540,000 | $ 276,383 | $ 39,412,236 | $ (51,133,564) | $ (11,444,945) | ||
Temporary equity, beginning balance, shares at Dec. 31, 2021 | 14,462 | 35,400 | ||||||
Temporary equity, beginning balance, value at Dec. 31, 2021 | $ 1,446,200 | $ 3,540,000 | ||||||
Beginning balance, shares at Dec. 31, 2021 | 276,383,093 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 32,941 | 59,809 | 92,750 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 32,941,380 | |||||||
Issuance of Series E preferred stock for cash, shares | 1,200 | |||||||
Issuance of Series E preferred stock for cash | $ 120,000 | |||||||
Vesting of consultant stock options | 736,915 | 736,915 | ||||||
Settlement of derivative liabilities | 66,341 | 66,341 | ||||||
Net income loss | 372,002 | 372,002 | ||||||
Issuance of common stock for conversion of Series B preferred stock | $ (22,100) | $ 14,734 | 7,366 | 22,100 | ||||
Issuance of common stock for conversion of Series B preferred stock, shares | (221) | |||||||
Issuance of common stock for conversion of Series B preferred stock | $ (22,100) | |||||||
Issuance of common stock for conversion of Series B preferred stock, shares | 14,733,333 | |||||||
Issuance of common stock for services | $ 4,000 | 16,000 | 20,000 | |||||
Issuance of common stock for services, shares | 4,000,000 | |||||||
Issuance of consultant stock options | (545,462) | (545,462) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 1,424,100 | $ 3,660,000 | $ 328,058 | 39,753,205 | (50,761,562) | 10,680,299 | ||
Temporary equity, ending balance, shares at Mar. 31, 2022 | 14,241 | 36,600 | ||||||
Temporary equity, ending balance, value at Mar. 31, 2022 | $ 1,424,100 | $ 3,660,000 | ||||||
Ending balance, shares at Mar. 31, 2022 | 328,057,806 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 1,446,200 | $ 3,540,000 | $ 276,383 | 39,412,236 | (51,133,564) | (11,444,945) | ||
Temporary equity, beginning balance, shares at Dec. 31, 2021 | 14,462 | 35,400 | ||||||
Temporary equity, beginning balance, value at Dec. 31, 2021 | $ 1,446,200 | $ 3,540,000 | ||||||
Beginning balance, shares at Dec. 31, 2021 | 276,383,093 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 22,100 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 221 | |||||||
Net income loss | 1,384,339 | |||||||
Issuance of common stock for services | $ 20,000 | |||||||
Issuance of common stock for services, shares | 4,000,000 | |||||||
Common shares cancelled | $ 3,845 | |||||||
Ending balance, value at Sep. 30, 2022 | $ 1,424,100 | $ 3,890,000 | $ 525,689 | 41,449,939 | (49,749,225) | (7,773,597) | ||
Temporary equity, ending balance, shares at Sep. 30, 2022 | 14,241 | 38,900 | ||||||
Temporary equity, ending balance, value at Sep. 30, 2022 | $ 1,424,100 | $ 3,890,000 | ||||||
Ending balance, shares at Sep. 30, 2022 | 525,689,070 | |||||||
Beginning balance, value at Mar. 31, 2022 | $ 1,424,100 | $ 3,660,000 | $ 328,058 | 39,753,205 | (50,761,562) | 10,680,299 | ||
Temporary equity, beginning balance, shares at Mar. 31, 2022 | 14,241 | 36,600 | ||||||
Temporary equity, beginning balance, value at Mar. 31, 2022 | $ 1,424,100 | $ 3,660,000 | ||||||
Beginning balance, shares at Mar. 31, 2022 | 328,057,806 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 111,186 | 27,939 | 139,125 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 111,185,856 | |||||||
Issuance of Series E preferred stock for cash, shares | 950 | |||||||
Issuance of Series E preferred stock for cash | $ 95,500 | |||||||
Vesting of consultant stock options | 752,097 | 752,097 | ||||||
Settlement of derivative liabilities | 100,500 | 100,500 | ||||||
Net income loss | 1,653,467 | 1,653,467 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 1,424,100 | $ 3,755,000 | $ 439,244 | 40,633,741 | (49,108,095) | (8,035,110) | ||
Temporary equity, ending balance, shares at Jun. 30, 2022 | 14,241 | 37,550 | ||||||
Temporary equity, ending balance, value at Jun. 30, 2022 | $ 1,424,100 | $ 3,755,000 | ||||||
Ending balance, shares at Jun. 30, 2022 | 439,243,662 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 90,290 | (3,116) | 87,174 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 90,290,619 | |||||||
Issuance of Series E preferred stock for cash, shares | 1,350 | |||||||
Issuance of Series E preferred stock for cash | $ 134,500 | |||||||
Vesting of consultant stock options | 752,124 | 752,124 | ||||||
Settlement of derivative liabilities | 63,345 | 63,345 | ||||||
Net income loss | (641,130) | (641,130) | ||||||
Common shares cancelled | $ (3,845) | 3,845 | ||||||
Common shares cancelled, shares | (3,845,211) | |||||||
Ending balance, value at Sep. 30, 2022 | $ 1,424,100 | $ 3,890,000 | $ 525,689 | 41,449,939 | (49,749,225) | (7,773,597) | ||
Temporary equity, ending balance, shares at Sep. 30, 2022 | 14,241 | 38,900 | ||||||
Temporary equity, ending balance, value at Sep. 30, 2022 | $ 1,424,100 | $ 3,890,000 | ||||||
Ending balance, shares at Sep. 30, 2022 | 525,689,070 | |||||||
Beginning balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | $ 604,150 | 42,196,857 | (50,164,550) | (7,363,543) | ||
Temporary equity, beginning balance, shares at Dec. 31, 2022 | 14,421 | 40,600 | 14,241 | 40,600 | ||||
Temporary equity, beginning balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | ||||||
Beginning balance, shares at Dec. 31, 2022 | 604,150,321 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 129,617 | (88,646) | 40,971 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 129,616,384 | |||||||
Issuance of Series E preferred stock for cash, shares | 1,720 | |||||||
Issuance of Series E preferred stock for cash | $ 172,000 | |||||||
Vesting of consultant stock options | 745,448 | 745,448 | ||||||
Settlement of derivative liabilities | 30,758 | 30,758 | ||||||
Net income loss | 193,652 | 193,652 | ||||||
Ending balance, value at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | $ 733,767 | 42,884,417 | (49,970,898) | (6,352,714) | ||
Temporary equity, ending balance, shares at Mar. 31, 2023 | 14,241 | 42,320 | ||||||
Temporary equity, ending balance, value at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | ||||||
Ending balance, shares at Mar. 31, 2023 | 733,766,705 | |||||||
Beginning balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | $ 604,150 | 42,196,857 | (50,164,550) | (7,363,543) | ||
Temporary equity, beginning balance, shares at Dec. 31, 2022 | 14,421 | 40,600 | 14,241 | 40,600 | ||||
Temporary equity, beginning balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | ||||||
Beginning balance, shares at Dec. 31, 2022 | 604,150,321 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 22,100 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 14,733,333 | 221 | ||||||
Net income loss | (2,431,013) | |||||||
Ending balance, value at Sep. 30, 2023 | $ 1,424,100 | $ 4,500,000 | $ 733,767 | 44,375,226 | (52,595,563) | (7,486,570) | ||
Temporary equity, ending balance, shares at Sep. 30, 2023 | 14,241 | 45,000 | 14,241 | 45,000 | ||||
Temporary equity, ending balance, value at Sep. 30, 2023 | $ 1,424,100 | $ 4,500,000 | ||||||
Ending balance, shares at Sep. 30, 2023 | 733,766,705 | |||||||
Beginning balance, value at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | $ 733,767 | 42,884,417 | (49,970,898) | (6,352,714) | ||
Temporary equity, beginning balance, shares at Mar. 31, 2023 | 14,241 | 42,320 | ||||||
Temporary equity, beginning balance, value at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | ||||||
Beginning balance, shares at Mar. 31, 2023 | 733,766,705 | |||||||
Issuance of Series E preferred stock for cash, shares | 1,900 | |||||||
Issuance of Series E preferred stock for cash | $ 190,000 | |||||||
Vesting of consultant stock options | 741,156 | 741,156 | ||||||
Net income loss | (1,267,992) | (1,267,992) | ||||||
Ending balance, value at Jun. 30, 2023 | $ 1,424,100 | $ 4,422,000 | $ 733,767 | 43,625,573 | (51,238,890) | (6,879,550) | ||
Temporary equity, ending balance, shares at Jun. 30, 2023 | 14,241 | 44,220 | ||||||
Temporary equity, ending balance, value at Jun. 30, 2023 | $ 1,424,100 | $ 4,422,000 | ||||||
Ending balance, shares at Jun. 30, 2023 | 733,766,705 | |||||||
Issuance of Series E preferred stock for cash, shares | 780 | |||||||
Issuance of Series E preferred stock for cash | $ 78,000 | |||||||
Vesting of consultant stock options | 749,653 | 749,653 | ||||||
Net income loss | (1,356,673) | (1,356,673) | ||||||
Ending balance, value at Sep. 30, 2023 | $ 1,424,100 | $ 4,500,000 | $ 733,767 | $ 44,375,226 | $ (52,595,563) | $ (7,486,570) | ||
Temporary equity, ending balance, shares at Sep. 30, 2023 | 14,241 | 45,000 | 14,241 | 45,000 | ||||
Temporary equity, ending balance, value at Sep. 30, 2023 | $ 1,424,100 | $ 4,500,000 | ||||||
Ending balance, shares at Sep. 30, 2023 | 733,766,705 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,431,013) | $ 1,384,339 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,500 | 1,500 |
Amortization of debt discount to interest expense | 211,486 | 397,021 |
Financing fees | 272,027 | |
Gain on change in derivative liabilities | (1,025,685) | (4,556,954) |
Common stock issued for services | 20,000 | |
Stock option compensation | 2,236,257 | 2,241,136 |
Loss on extinguishment of debt | (6,034) | |
Increase (decrease) in: | ||
Accounts payable | 27,344 | 6,084 |
Accounts payable – related party | (10,000) | (10,000) |
Accrued expenses | (1,881) | 620 |
Accrued interest, notes payable | 12,168 | 17,979 |
Net cash used in operating activities | (707,797) | (504,309) |
Cash flows from investing activities: | ||
Increase in deposits | (500) | |
Net cash used in investing activities | (500) | |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 270,000 | 150,000 |
Proceeds from the issuance of Series E preferred stock | 440,000 | 350,000 |
Repayment of convertible notes payable | (40,395) | |
Net cash provided by financing activities | 710,000 | 459,605 |
Net increase (decrease) in cash | 2,203 | (45,204) |
Cash, beginning of period | 31,113 | 68,366 |
Cash, end of period | 33,316 | 23,162 |
Supplemental Disclosure: | ||
Cash paid for income taxes | ||
Cash paid for interest | 4,862 | |
Non-cash financing and investing activities: | ||
Common shares issued in conversion of debt | 40,971 | 319,049 |
Settlement of derivative liabilities | 30,758 | 230,186 |
Debt discount for derivative liabilities | 270,000 | 680,474 |
Common shares issued in conversion of Series B preferred stock | 22,100 | |
Derivative liability for consultant stock options | 545,462 | |
Common shares cancelled | $ 3,845 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | 1. ORGANIZATION AND BASIS OF PRESENTATION Organization Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on November 14, 2017, the Company changed its name to Digital Locations, Inc. On January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information refer to the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022. Going Concern The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2023, our current liabilities exceeded our current assets by $ 1,018,730 52,595,563 The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies of the Company are disclosed in Note 2 to the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Intangible Assets The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years Derivative Liabilities We have identified the conversion features of some of our convertible notes payable as derivatives due to their variable conversion price. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional convertible debt is included in the value of the derivatives. We estimate the fair value of the derivatives using a Black-Scholes pricing model and/or a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. During the nine months ended September 30, 2023, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Derivative liabilities $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued 542,027 - 542,027 Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (532,163 ) (493,522 ) (1,025,685 ) Derivative liabilities as of September 30, 2023 $ 719,263 $ - $ 719,263 Derivative liabilities $ 719,263 $ - $ 719,263 The significant assumptions used in the valuation of the derivative liabilities as of and during the nine months ending September 30, 2023 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.25 2.26 Risk free interest rates 5.03 5.55 % Expected volatility 214 248 % Fair Value of Financial Instruments Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2023 and December 31, 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2022 and September 30, 2023, we had the following liabilities measured at fair value: SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 September 30, 2023: Derivative liabilities $ 719,263 $ - $ - $ 719,263 Total liabilities measured at fair value $ 719,263 $ - $ - $ 719,263 Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70 85 Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 842, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. Concentrations of Credit Risk, Major Customers, and Major Vendors During the three and nine months ended September 30, 2023 and 2022, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three and nine months ended September 30, 2023 and 2022, the Company had one landlord receiving all Company payments for lease of billboard site locations. Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Nine Months Ended Basic weighted average number of shares 388,527,788 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,593,333,333 Preferred stock 2,593,333,333 Convertible notes payable 168,674,946 Diluted weighted average number of shares 4,099,936,067 For the three months ended September 30, 2022 and for the three and nine months ended September 30, 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Potential dilutive securities were as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES Three Months Three and Nine Months Ended Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,593,333,333 3,000,000,000 Convertible notes payable 168,674,946 812,585,658 Total 3,711,408,279 4,761,985,658 Stock-Based Compensation Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the nine months ended September 30, 2023 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 3. CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – $29,500 in Default On March 14, 2013, we entered into an agreement to issue a 5 29,500 1.50 29,500 March 14, 2015 Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5 58,600 2.00 57,050 25,980 December 31, 2014 32,620 August 24, 2022 Convertible Promissory Note - $38,750 Effective August 24, 2022, the Company entered into a 12 38,750 August 24, 2023 35,000 3,750 The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment 35,316 38,750 2,221 Total accrued interest payable on these short-term convertible notes payable was $ 52,453 and $ 45,422 July 31, 2023 Convertible Promissory Note - $500,000 On June 20, 2023, the Company entered into a 10 135,000 June 20, 2024 10 500,000 135,000 500,000 135,000 270,000 The maturity date of the convertible note is July 31, 2024 and the note is convertible at the lesser of (a) $0.002 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock. 0 270,000 39,145 230,855 5,379 |
LONG-TERM CONVERTIBLE NOTES PAY
LONG-TERM CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM CONVERTIBLE NOTES PAYABLE | 4. LONG-TERM CONVERTIBLE NOTES PAYABLE On January 7, 2021, the Company issued two long-term convertible notes payable, each in the principal amount of $ 500,000 0.39 January 7, 2026 0 1,000,000 149,507 451,260 10,706 At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $ 0.013 4.99 |
MEZZANINE
MEZZANINE | 9 Months Ended |
Sep. 30, 2023 | |
Mezzanine | |
MEZZANINE | 5. MEZZANINE Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 0.001 The total face value of this entire series is three million dollars ($ 3,000,000 100 0.0015 0.0015 During the nine months ended September 30, 2023, the holder did not convert any shares of Series B Preferred Stock into shares of the Company’s common stock. During the nine months ended September 30, 2022, the holder converted a total of 221 22,100 14,733,333 As of September 30, 2023 and December 31, 2022, the Company had 14,241 1,424,100 1,615,362 264,530 The holders of outstanding shares of the Series B Preferred Stock (the “Series B Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $ 100 Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 0.001 100 0.0015 On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 100 34,900 2,617,690 826,566 45,740 10 As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031. 4,400 440,000 3,500 350,000 45,000 40,600 4,500,000 4,060,000 The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Series E Preferred Stock and common stock, on an as-if-converted basis with respect to the Series E Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $ 100 If the assets to be distributed to holders of the Series E Preferred Stock are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder. Each share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $ 0.0015 In no event will holders of Series E Preferred Stock be entitled to convert any such shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99 Except as required by law, holder of Series E Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | 6. CAPITAL STOCK As of September 30, 2023, the Company’s authorized stock consisted of 2,000,000,000 0.001 20,000,000 0.001 Common Stock As of September 30, 2023 and December 31, 2022, the Company had 733,766,705 604,150,321 During the nine months ended September 30, 2023, the Company issued a total of 129,616,384 38,750 2,221 30,758 During the nine months ended September 30, 2022, the Company issued a total of 253,151,188 234,417,855 301,250 17,799 14,733,333 221 22,100 4,000,000 20,000 230,186 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 7. STOCK OPTIONS As of September 30, 2023, the Board of Directors of the Company granted non-qualified stock options exercisable for a total of 904,177,778 The Company issued 684,000,000 We recognized stock option compensation expense of $ 749,653 752,124 2,236,257 2,241,136 2,006,577 A summary of the Company’s stock options and warrants as of September 30, 2023, and changes during the nine months then ended is as follows: SCHEDULE OF STOCK OPTION AND WARRANTS Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 854,177,778 $ 0.011 7.35 Granted 684,000,000 $ 0.001 Exercised - $ - Forfeited or expired (634,000,000 ) $ 0.009 Outstanding as of September 30, 2023 904,177,778 $ 0.004 6.76 $ 342,000 Exercisable as of September 30, 2023 591,788,887 $ 0.006 6.00 $ 200,667 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $ 0.0011 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $ 20,000 60,000 180,000 Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 36 84,000,000 14,000,000 100 Pursuant to a written consulting agreement dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President, Chief Executive Officer and Acting Chief Financial Officer is to receive fees of $ 10,000 30,000 90,000 On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 1/36th per month 0.017 25,000,000 5,000,000 On February 8, 2022, the Company issued non-qualified stock options to purchase up to a total of 75,000,000 45,000,000 1/36th per month 0.0081 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. Operating Lease As of September 30, 2023, we had no material operating leases requiring us to recognize an operating lease liability and corresponding right-of-use asset. Effective February 1, 2022, the Company entered into an operating lease agreement with a term of 12 500 500 For the three months ended September 30, 2023 and 2022, the Company recognized total rental expense of $ 1,860 737 5,580 7,594 Consulting Agreements As further discussed in Note 9, we entered into an Independent Contractor Agreement with Rich Berliner, our Chief Executive Officer, for payment of monthly compensation of $ 20,000 We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our President and Acting Chief Financial Officer, for the payment of monthly compensation of $ 10,000 5,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: On October 4, 2023 the Company received additional consideration in the amount of $ 210,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Intangible Assets | Intangible Assets The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years |
Derivative Liabilities | Derivative Liabilities We have identified the conversion features of some of our convertible notes payable as derivatives due to their variable conversion price. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional convertible debt is included in the value of the derivatives. We estimate the fair value of the derivatives using a Black-Scholes pricing model and/or a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. During the nine months ended September 30, 2023, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Derivative liabilities $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued 542,027 - 542,027 Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (532,163 ) (493,522 ) (1,025,685 ) Derivative liabilities as of September 30, 2023 $ 719,263 $ - $ 719,263 Derivative liabilities $ 719,263 $ - $ 719,263 The significant assumptions used in the valuation of the derivative liabilities as of and during the nine months ending September 30, 2023 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.25 2.26 Risk free interest rates 5.03 5.55 % Expected volatility 214 248 % |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2023 and December 31, 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2022 and September 30, 2023, we had the following liabilities measured at fair value: SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 September 30, 2023: Derivative liabilities $ 719,263 $ - $ - $ 719,263 Total liabilities measured at fair value $ 719,263 $ - $ - $ 719,263 |
Revenue Recognition | Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70 85 |
Lease Accounting | Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 842, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. |
Concentrations of Credit Risk, Major Customers, and Major Vendors | Concentrations of Credit Risk, Major Customers, and Major Vendors During the three and nine months ended September 30, 2023 and 2022, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three and nine months ended September 30, 2023 and 2022, the Company had one landlord receiving all Company payments for lease of billboard site locations. |
Income (Loss) per Share | Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Nine Months Ended Basic weighted average number of shares 388,527,788 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,593,333,333 Preferred stock 2,593,333,333 Convertible notes payable 168,674,946 Diluted weighted average number of shares 4,099,936,067 For the three months ended September 30, 2022 and for the three and nine months ended September 30, 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Potential dilutive securities were as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES Three Months Three and Nine Months Ended Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,593,333,333 3,000,000,000 Convertible notes payable 168,674,946 812,585,658 Total 3,711,408,279 4,761,985,658 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the nine months ended September 30, 2023 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. |
Reclassifications | Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT | During the nine months ended September 30, 2023, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Derivative liabilities $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued 542,027 - 542,027 Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (532,163 ) (493,522 ) (1,025,685 ) Derivative liabilities as of September 30, 2023 $ 719,263 $ - $ 719,263 Derivative liabilities $ 719,263 $ - $ 719,263 |
SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY | The significant assumptions used in the valuation of the derivative liabilities as of and during the nine months ending September 30, 2023 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.25 2.26 Risk free interest rates 5.03 5.55 % Expected volatility 214 248 % |
SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS | SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 September 30, 2023: Derivative liabilities $ 719,263 $ - $ - $ 719,263 Total liabilities measured at fair value $ 719,263 $ - $ - $ 719,263 |
SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Nine Months Ended Basic weighted average number of shares 388,527,788 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,593,333,333 Preferred stock 2,593,333,333 Convertible notes payable 168,674,946 Diluted weighted average number of shares 4,099,936,067 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES | For the three months ended September 30, 2022 and for the three and nine months ended September 30, 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Potential dilutive securities were as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES Three Months Three and Nine Months Ended Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,593,333,333 3,000,000,000 Convertible notes payable 168,674,946 812,585,658 Total 3,711,408,279 4,761,985,658 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION AND WARRANTS | A summary of the Company’s stock options and warrants as of September 30, 2023, and changes during the nine months then ended is as follows: SCHEDULE OF STOCK OPTION AND WARRANTS Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 854,177,778 $ 0.011 7.35 Granted 684,000,000 $ 0.001 Exercised - $ - Forfeited or expired (634,000,000 ) $ 0.009 Outstanding as of September 30, 2023 904,177,778 $ 0.004 6.76 $ 342,000 Exercisable as of September 30, 2023 591,788,887 $ 0.006 6.00 $ 200,667 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Working capital deficit | $ 1,018,730 | |
Accumulated deficit | $ 52,595,563 | $ 50,164,550 |
SCHEDULE OF ACTIVITY IN DERIVAT
SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Offsetting Assets [Line Items] | ||
Derivative liabilities | $ 1,233,679 | |
Addition to liabilities for new debt/shares issued | 542,027 | |
Elimination of liabilities in debt conversions | (30,758) | |
Change in fair value | (1,025,685) | $ (4,556,954) |
Derivative liabilities | 719,263 | |
Convertible Notes Payable [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative liabilities | 740,157 | |
Addition to liabilities for new debt/shares issued | 542,027 | |
Elimination of liabilities in debt conversions | (30,758) | |
Change in fair value | (532,163) | |
Derivative liabilities | 719,263 | |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative liabilities | 493,522 | |
Addition to liabilities for new debt/shares issued | ||
Elimination of liabilities in debt conversions | ||
Change in fair value | (493,522) | |
Derivative liabilities |
SCHEDULE OF SIGNIFICANT ASSUMPT
SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input, Expected life | 3 months |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 5.03 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 214 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input, Expected life | 2 years 3 months 3 days |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 5.55 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 248 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | $ 719,263 | $ 1,233,679 |
Total liabilities measured at fair value | 719,263 | 1,233,679 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | 719,263 | 1,233,679 |
Total liabilities measured at fair value | $ 719,263 | $ 1,233,679 |
SCHEDULE OF BASIC WEIGHTED AVER
SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic weighted average number of shares | 733,766,705 | 489,742,350 | 700,195,180 | 388,527,788 |
Convertible notes payable | 168,674,946 | |||
Diluted weighted average number of shares | 733,766,705 | 489,742,350 | 700,195,180 | 4,099,936,067 |
Series B Preferred Stock [Member] | ||||
Preferred stock | 949,400,000 | |||
Series E Preferred Stock [Member] | ||||
Preferred stock | 2,593,333,333 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,711,408,279 | 4,761,985,658 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 949,400,000 | 949,400,000 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,593,333,333 | 3,000,000,000 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 168,674,946 | 812,585,658 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of revenue | 70% |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of revenue | 85% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Jul. 31, 2023 | Jun. 20, 2023 | Aug. 24, 2022 | Mar. 14, 2013 | Dec. 31, 2012 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Net proceeds | $ 270,000 | $ 150,000 | ||||||
Amortization debt discount | 211,486 | $ 397,021 | ||||||
Debt discount | 230,855 | $ 22,834 | ||||||
July 31, 2023 Convertible Promissory Note - $500,000 [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible note payable | $ 135,000 | |||||||
Convertible Promissory Note - $29,500 in Default [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 5% | |||||||
Principal amount | $ 29,500 | |||||||
Conversion price | $ 1.50 | |||||||
Convertible note payable | 29,500 | 29,500 | ||||||
Maturity date | Mar. 14, 2015 | |||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | 2 Employees [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 5% | |||||||
Principal amount | $ 58,600 | |||||||
Conversion price | $ 2 | |||||||
Maturity date | Dec. 31, 2014 | |||||||
Debt discount for notes | $ 57,050 | |||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | Employee One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible note payable | 25,980 | 25,980 | ||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | Employee Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible note payable | 32,620 | 32,620 | ||||||
August 24, 2022 Convertible Promissory Note - $38,750 [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 12% | |||||||
Principal amount | $ 38,750 | |||||||
Maturity date | Aug. 24, 2023 | |||||||
Debt discount for notes | $ 35,316 | |||||||
Net proceeds | 35,000 | |||||||
Legal fees | $ 3,750 | |||||||
Debt instrument, convertible, terms of conversion feature | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment | |||||||
Debt instrument converted instrument, amount | $ 38,750 | |||||||
Debt accrued interest | $ 2,221 | |||||||
Accrued interest | 52,453 | $ 45,422 | ||||||
July 31, 2023 Convertible Promissory Note - $500,000 [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 10% | 10% | ||||||
Principal amount | $ 500,000 | $ 135,000 | ||||||
Convertible note payable | 0 | |||||||
Maturity date | Jun. 20, 2024 | |||||||
Debt discount for notes | $ 270,000 | |||||||
Debt instrument, convertible, terms of conversion feature | The maturity date of the convertible note is July 31, 2024 and the note is convertible at the lesser of (a) $0.002 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock. | |||||||
Accrued interest | 5,379 | |||||||
Amortization debt discount | 39,145 | |||||||
Debt discount | 230,855 | |||||||
July 31, 2023 Convertible Promissory Note - $500,000 [Member] | Lender [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 500,000 | 135,000 | ||||||
Principal payment | $ 270,000 |
LONG-TERM CONVERTIBLE NOTES P_2
LONG-TERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||
Jan. 07, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Principal balance | $ 548,740 | $ 399,233 | ||
Long-term debt discount | 451,260 | $ 600,767 | ||
Amortization of the discount | 211,486 | $ 397,021 | ||
Two Long-term Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 500,000 | |||
Interest rate | 0.39% | |||
Maturity date | Jan. 07, 2026 | |||
Principal balance | $ 0 | |||
Long-term debt discount | $ 1,000,000 | 451,260 | ||
Amortization of the discount | 149,507 | |||
Accrued interest | $ 10,706 | |||
Debt instrument, convertible, terms of conversion feature | At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. | |||
Conversion price | $ 0.013 | |||
Percentage of shares issued and outstanding | 4.99% |
MEZZANINE (Details Narrative)
MEZZANINE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 02, 2021 | Apr. 02, 2021 | Mar. 02, 2016 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Preferred stock, par value | $ 0.001 | |||||||||
Stated face value | $ 40,971 | $ 319,049 | ||||||||
Conversion of shares, value | $ 40,971 | $ 87,174 | $ 139,125 | $ 92,750 | ||||||
Common Stock [Member] | ||||||||||
Conversion of shares | 129,616,384 | 90,290,619 | 111,185,856 | 32,941,380 | 14,733,333 | |||||
Conversion of shares, value | $ 129,617 | $ 90,290 | $ 111,186 | $ 32,941 | ||||||
Series B Preferred Stock [Member] | ||||||||||
Number of shares issued, value | $ 3,000,000 | |||||||||
Stated face value | $ 100 | |||||||||
Share issued price per share | $ 0.0015 | |||||||||
Fixed conversion price | $ 0.0015 | |||||||||
Conversion of shares | 221 | 221 | ||||||||
Conversion of shares, value | $ 22,100 | $ 22,100 | ||||||||
Temporary equity, shares outstanding | 14,241 | 14,241 | ||||||||
Temporary equity, value | $ 1,424,100 | $ 1,424,100 | ||||||||
Redemption of shares | 1,615,362 | |||||||||
Accrued interest | $ 264,530 | |||||||||
Surplus of each preferred stock | $ 100 | |||||||||
Series B Preferred Stock [Member] | Secretary [Member] | ||||||||||
Preferred stock, shares authorized | 30,000 | |||||||||
Preferred stock, par value | $ 0.001 | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 45,000 | 45,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Share issued price per share | 0.0015 | 0.0015 | ||||||||
Fixed conversion price | 0.0015 | 0.0015 | ||||||||
Temporary equity, shares outstanding | 45,000 | 40,600 | ||||||||
Temporary equity, value | $ 4,500,000 | $ 4,060,000 | ||||||||
Surplus of each preferred stock | $ 100 | |||||||||
Stated face value | 100 | 100 | ||||||||
Beneficial ownership maximum percentage | 4.99% | |||||||||
Series E Preferred Stock [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of shares issued, value | $ 440,000 | $ 350,000 | ||||||||
Share issued price per share | $ 100 | $ 100 | ||||||||
Redemption of shares | 34,900 | 34,900 | ||||||||
Accrued interest | $ 826,566 | $ 826,566 | ||||||||
Number of shares issued | 45,000 | 4,400 | 3,500 | |||||||
Principal amount | $ 2,617,690 | 2,617,690 | ||||||||
Legal fees | $ 45,740 | |||||||||
Debt instrument, interest rate | 10% | 10% | ||||||||
Description of security purchase agreement | As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031. |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 20,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Common stock, shares outstanding | 733,766,705 | 604,150,321 | |||||
Conversion of shares | $ 40,971 | $ 87,174 | $ 139,125 | $ 92,750 | |||
Settlement of derivative liabilities | $ 30,758 | $ 230,186 | |||||
Number of shares issued | 4,000,000 | ||||||
Number of shares issued, value | $ 20,000 | $ 20,000 | |||||
Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Conversion of shares | 221 | 221 | |||||
Conversion of shares | $ 22,100 | $ 22,100 | |||||
Accrued interest payable | $ 264,530 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Conversion of shares | 129,616,384 | 90,290,619 | 111,185,856 | 32,941,380 | 14,733,333 | ||
Conversion of shares | $ 129,617 | $ 90,290 | $ 111,186 | $ 32,941 | |||
Number of shares issued | 4,000,000 | ||||||
Number of shares issued, value | $ 4,000 | ||||||
Convertible Notes Payable [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Conversion of shares | 129,616,384 | 14,733,333 | |||||
Conversion of shares | $ 38,750 | ||||||
Accrued interest payable | $ 17,799 | 2,221 | $ 17,799 | ||||
Settlement of derivative liabilities | $ 30,758 | $ 230,186 | |||||
Number of shares issued | 253,151,188 | ||||||
Debt instrument conversion shares | 234,417,855 | ||||||
Debt instrument conversion value | $ 301,250 |
SCHEDULE OF STOCK OPTION AND WA
SCHEDULE OF STOCK OPTION AND WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock options outstanding beginning balance, shares | 854,177,778 | |
Stock options weighted average exercise price outstanding beginning balance | $ 0.011 | |
Stock options outstanding, weighted average remaining contractual term, ending balance | 6 years 9 months 3 days | 7 years 4 months 6 days |
Stock options outstanding granted, shares | 684,000,000 | |
Stock options weighted average exercise price outstanding granted balance | $ 0.001 | |
Stock options outstanding exercised, shares | ||
Stock options weighted average exercise price outstanding exercised balance | ||
Stock options outstanding forfeited or expired, shares | (634,000,000) | |
Stock options weighted average exercise price outstanding forfeited or expired balance | $ 0.009 | |
Stock options outstanding ending balance, shares | 904,177,778 | 854,177,778 |
Stock options weighted average exercise price outstanding ending balance | $ 0.004 | $ 0.011 |
Stock options aggregate intrinsic value outstanding ending balance | $ 342,000 | |
Stock options exercisable outstanding ending balance, shares | 591,788,887 | |
Stock options weighted average exercise price exercisable ending balance | $ 0.006 | |
Stock options exercisable, weighted average remaining contractual term, ending balance | 6 years | |
Stock options aggregate intrinsic value exercisable ending balance | $ 200,667 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Shares granted | 591,788,887 | 591,788,887 | ||
Stock options issued during the period | 684,000,000 | |||
Compensation expense | $ 749,653 | $ 752,124 | $ 2,236,257 | $ 2,241,136 |
Unrecognized compensation expense | $ 2,006,577 | $ 2,006,577 | ||
Aggregate intrinsic value for price shares | $ 0.0011 | $ 0.0011 | ||
Officer, Directors and Consultants [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Shares granted | 904,177,778 | 904,177,778 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Feb. 08, 2022 | Dec. 01, 2021 | Dec. 22, 2020 | Nov. 01, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Chief Executive Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares vesting rights, description | 1/36th per month | |||||||
Shares vesting exercise price | $ 0.0081 | |||||||
Shares granted to consultant | 75,000,000 | |||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation expense | $ 20,000 | |||||||
Accrued compensation expense | $ 60,000 | $ 60,000 | $ 180,000 | $ 180,000 | ||||
Shares granted | 504,000,000 | |||||||
Shares granted vesting period | 36 months | |||||||
Shares vested percentage | 100% | |||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ShareBased Compensation Award At The End of 6 Month [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares vested | 84,000,000 | |||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ShareBased Compensation Award At The End of 8 Month [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares vested | 14,000,000 | |||||||
Chief Executive Officer [Member] | Written Consulting Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares granted | 205,000,000 | |||||||
Shares vesting rights, description | 1/36th per month | |||||||
Shares vesting exercise price | $ 0.017 | |||||||
Compensation paid | $ 25,000,000 | |||||||
Chief Executive Officer and Chief Financial Officer [Member] | Written Consulting Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation expense | $ 10,000 | |||||||
Accrued compensation expense | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | ||||
Board of Directors Chairman [Member] | Written Consulting Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation paid | $ 5,000,000 | |||||||
Consultant [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares granted to consultant | 45,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 01, 2022 | Dec. 01, 2021 | Nov. 01, 2016 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Lease term | 12 months | |||||||
Security deposit | $ 500 | |||||||
Lease payment | $ 500 | |||||||
Lease expense | $ 1,860 | $ 737 | ||||||
Lease cost | $ 5,580 | $ 7,594 | ||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation expense | $ 20,000 | |||||||
Chief Executive Officer and Chief Financial Officer [Member] | Written Consulting Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation expense | $ 10,000 | $ 5,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||
Proceeds from convertible notes payable | $ 270,000 | $ 150,000 | |
Subsequent Event [Member] | Convertible Promissory Note [Member] | Lender [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from convertible notes payable | $ 210,000 |