Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 175 South Main Street |
Entity Address, Address Line Two | Suite 1410 |
Entity Address, City or Town | Salt Lake City |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84111 |
City Area Code | 801 |
Local Phone Number | 303-5772 |
Contact Personnel Name | BRUNSON CHANDLER & JONES, PLLC |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 33,316 | $ 31,113 | $ 68,366 |
Total current assets | 33,316 | 31,113 | 68,366 |
Other assets: | |||
Deposits | 500 | 500 | |
Intangible assets, net | 4,500 | 6,000 | 8,000 |
Total assets | 38,316 | 37,613 | 76,366 |
Current liabilities: | |||
Accrued expenses and other current liabilities | 1,848 | 3,729 | 4,275 |
Accrued interest, notes payable | 63,159 | 53,212 | 57,958 |
Derivative liabilities | 719,263 | 1,233,679 | 5,925,214 |
Convertible note payable, in default | 29,500 | 29,500 | 69,895 |
Total current liabilities | 1,052,046 | 1,517,823 | 6,335,768 |
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 | 199,343 |
Total liabilities | 1,600,786 | 1,917,056 | 6,535,111 |
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 | 276,383 |
Additional paid-in capital | 44,375,226 | 42,196,857 | 39,412,236 |
Accumulated deficit | (52,595,563) | (50,164,550) | (51,133,564) |
Total stockholders’ deficit | (7,486,570) | (7,363,543) | (11,444,945) |
Total liabilities, mezzanine and stockholders’ deficit | 38,316 | 37,613 | 76,366 |
Series B Preferred Stock [Member] | |||
Mezzanine: | |||
Temporary equity, value | 1,424,100 | 1,424,100 | 1,446,200 |
Series E Preferred Stock [Member] | |||
Mezzanine: | |||
Temporary equity, value | 4,500,000 | 4,060,000 | 3,540,000 |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Accounts payable | 140,531 | 113,187 | 127,067 |
Convertible notes payable | 39,145 | 15,916 | 62,759 |
Related Party [Member] | |||
Current liabilities: | |||
Accounts payable | 10,000 | 30,000 | |
Convertible notes payable | $ 58,600 | $ 58,600 | $ 58,600 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible notes payable, related parties, in default | $ 25,980 | $ 25,980 |
Convertiable notes payable, net of discount, current | 22,834 | 155,991 |
Convertiable notes payable, net of discount, non current | $ 600,767 | $ 800,657 |
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 | 604,150,321 | 276,383,093 |
Common stock, shares outstanding | 604,150,321 | 276,383,093 |
Series B Preferred Stock [Member] | ||
Temporary equity, shares outstanding | 14,241 | |
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||
Temporary equity, shares issued | 14,241 | 14,462 |
Temporary equity, shares outstanding | 14,241 | 14,462 |
Series E Preferred Stock [Member] | ||
Temporary equity, shares outstanding | 40,600 | |
Series E Preferred Stock [Member] | Preferred Stock [Member] | ||
Temporary equity, shares issued | 40,600 | 35,400 |
Temporary equity, shares outstanding | 40,600 | 35,400 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenues | $ 3,393 | $ 4,872 | $ 16,373 | $ 16,398 | $ 23,068 | $ 24,029 |
Operating expenses: | ||||||
General and administrative | 960,128 | 901,592 | 2,973,055 | 2,773,685 | 3,656,684 | 2,625,881 |
Depreciation and amortization | 500 | 500 | 1,500 | 1,500 | 2,000 | 2,000 |
Impairment of assets | 2,096,089 | |||||
Total operating expenses | 960,628 | 902,092 | 2,974,555 | 2,775,185 | 3,658,684 | 4,723,970 |
Loss from operations | (957,235) | (897,220) | (2,958,182) | (2,758,787) | (3,635,616) | (4,699,941) |
Other income (expense): | ||||||
Interest expense | (369,509) | (110,426) | (498,516) | (419,862) | (509,633) | (919,095) |
Gain (loss) on change in derivative liabilities | (29,929) | 366,516 | 1,025,685 | 4,556,954 | 5,108,229 | 8,979,516 |
Gain on forgiveness of debt | 6,034 | 6,034 | (16,490,508) | |||
Total other income (expense) | (399,438) | 256,090 | 527,169 | 4,143,126 | 4,604,630 | (8,420,586) |
Income (loss) before income taxes | (1,356,673) | (641,130) | (2,431,013) | 1,384,339 | 969,014 | (13,120,527) |
Provision for income taxes | ||||||
Net income (loss) | $ (1,356,673) | $ (641,130) | $ (2,431,013) | $ 1,384,339 | $ 969,014 | $ (13,120,527) |
Weighted average number of common shares outstanding: | ||||||
Basic | 733,766,705 | 489,742,350 | 700,195,180 | 388,527,788 | 433,143,911 | 195,725,543 |
Diluted | 733,766,705 | 489,742,350 | 700,195,180 | 4,099,936,067 | 4,337,208,296 | 195,725,543 |
Net income per common share: | ||||||
Basic | $ (0.0018) | $ (0.0013) | $ (0.0035) | $ 0.0036 | $ 0 | $ (0.07) |
Diluted | $ (0.0018) | $ (0.0013) | $ (0.0035) | $ 0 | $ 0 | $ (0.07) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series E Preferred Stock [Member] | Common Stock [Member] Series B 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, 2020 | $ 1,505,500 | $ 133,338 | $ 21,437,708 | $ (38,013,037) | $ (16,441,991) | ||||
Temporary equity, beginning balance, shares at Dec. 31, 2020 | 15,055 | ||||||||
Temporary equity, beginning balance, value at Dec. 31, 2020 | $ 1,505,500 | ||||||||
Beginning balance, shares at Dec. 31, 2020 | 133,337,561 | ||||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 76,063 | 326,453 | 402,516 | ||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 76,063,187 | ||||||||
Issuance of common stock for services | $ 27,449 | 388,751 | 416,200 | ||||||
Issuance of common stock for services, shares | 27,449,011 | ||||||||
Issuance of common stock for conversion of Series B preferred stock | $ (59,300) | $ 39,533 | 19,767 | 59,300 | |||||
Issuance of common stock for conversion of Series B preferred stock, shares | (593) | ||||||||
Issuance of common stock for conversion of Series B preferred stock | $ (59,300) | ||||||||
Issuance of common stock for conversion of Series B preferred stock, shares | 39,533,334 | ||||||||
Issuance of Series E preferred stock for cash | $ 50,000 | ||||||||
Issuance of Series E preferred stock for cash, shares | 500 | ||||||||
Issuance of Series E preferred stock for cash | $ 50,000 | ||||||||
Issuance of consultant stock options | (4,725,180) | (4,725,180) | |||||||
Vesting of consultant stock options | 1,699,964 | 1,699,964 | |||||||
Settlement of derivative liabilities | 3,774,269 | 3,774,269 | |||||||
Net income loss | (13,120,527) | (13,120,527) | |||||||
Issuance of Series E preferred stock for conversion of notes payable and accrued interest payable | $ 3,490,000 | 16,490,504 | $ 16,490,504 | ||||||
Issuance of Series E preferred stock for conversion of notes payable and accrued interest payable, shares | 34,900 | ||||||||
Issuance of Series E preferred stock for conversion of notes payable and accrued interest payable | $ 3,490,000 | ||||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 59,300 | $ 59,300 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 39,533,334 | 143,045,532 | 27,449,011 | ||||||
Common shares cancelled | |||||||||
Ending 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, ending balance, shares at Dec. 31, 2021 | 14,462 | 35,400 | |||||||
Temporary equity, ending balance, value at Dec. 31, 2021 | $ 1,446,200 | $ 3,540,000 | |||||||
Ending balance, shares at Dec. 31, 2021 | 276,383,093 | ||||||||
Issuance of common stock for services | $ 4,000 | 16,000 | 20,000 | ||||||
Issuance of common stock for services, shares | 4,000,000 | ||||||||
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 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 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 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 services | $ 20,000 | ||||||||
Issuance of common stock for services, shares | 4,000,000 | ||||||||
Net income loss | $ 1,384,339 | ||||||||
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 | ||||||||
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 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 | $ 312,878 | 52,546 | 365,424 | ||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 312,879,106 | ||||||||
Issuance of common stock for services | $ 4,000 | 16,000 | $ 20,000 | ||||||
Issuance of common stock for services, shares | 4,000,000 | 4,000,000 | |||||||
Common shares cancelled | $ (3,845) | 3,845 | |||||||
Common shares cancelled, shares | (3,845,211) | ||||||||
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 Series E preferred stock for cash | $ 520,000 | ||||||||
Issuance of Series E preferred stock for cash, shares | 5,200 | ||||||||
Issuance of Series E preferred stock for cash | $ 520,000 | ||||||||
Issuance of consultant stock options | (545,462) | (545,462) | |||||||
Vesting of consultant stock options | 2,986,546 | 2,986,546 | |||||||
Settlement of derivative liabilities | 263,780 | 263,780 | |||||||
Net income loss | 969,014 | $ 969,014 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable | $ 22,100 | $ 22,100 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 14,733,333 | 331,612,439 | 14,733,333 | ||||||
Common shares cancelled | $ 3,845 | ||||||||
Ending 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, ending balance, shares at Dec. 31, 2022 | 14,241 | 40,600 | 14,241 | 40,600 | |||||
Temporary equity, ending balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | |||||||
Ending balance, shares at Dec. 31, 2022 | 604,150,321 | ||||||||
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 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 | |||||||
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 | ||||||||
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 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) | |||||||
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 | ||||||||
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 | 14,241 | 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 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 | |||||||
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 | ||||||||
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 | 14,241 | 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 | ||||||||
Net income loss | (2,431,013) | ||||||||
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 | |||||||
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 | 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 | 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 - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (2,431,013) | $ 1,384,339 | $ 969,014 | $ (13,120,527) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 1,500 | 1,500 | 2,000 | 2,000 |
Amortization of debt discount to interest expense | 211,486 | 397,021 | 483,059 | 774,910 |
Financing fees | 272,027 | |||
Common stock issued for services | 20,000 | 20,000 | 416,200 | |
Stock option compensation | 2,236,257 | 2,241,136 | 2,986,546 | 1,699,964 |
Gain on change in derivative liabilities | (1,025,685) | (4,556,954) | (5,108,229) | (8,979,516) |
Loss on extinguishment of debt | (6,034) | (6,034) | 16,490,508 | |
Impairment of assets | 2,096,089 | |||
Gain on forgiveness of PPP loan | (9,501) | |||
Changes in assets and liabilities: | ||||
Accounts payable | 27,344 | 6,084 | (13,880) | (41,879) |
Accounts payable – related party | (10,000) | (10,000) | (20,000) | (50,000) |
Accrued expenses | (1,881) | 620 | (546) | 328 |
Accrued interest, notes payable | 12,168 | 17,979 | 21,712 | 144,185 |
Net cash used in operating activities | (707,797) | (504,309) | (666,358) | (577,239) |
Cash flows from investing activities: | ||||
Payment of deposit | (500) | |||
Increase in deposits | (500) | |||
Cash paid in business acquisition | (10,000) | |||
Net cash used in investing activities | (500) | (500) | (10,000) | |
Cash flows from financing activities: | ||||
Proceeds from convertible notes payable | 270,000 | 150,000 | 150,000 | 587,000 |
Proceeds from the issuance of Series E preferred stock | 440,000 | 350,000 | 520,000 | 50,000 |
Repayment of convertible notes payable | (40,395) | (40,395) | ||
Net cash provided by financing activities | 710,000 | 459,605 | 629,605 | 637,000 |
Net increase (decrease) in cash | 2,203 | (45,204) | (37,253) | 49,761 |
Cash, beginning of period | 31,113 | 68,366 | 68,366 | 18,605 |
Cash, end of period | 33,316 | 23,162 | 31,113 | 68,366 |
Supplemental Disclosure: | ||||
Cash paid for income taxes | ||||
Cash paid for interest | 4,862 | 4,862 | ||
Non-cash financing and investing activities: | ||||
Debt discount for derivative liabilities | 270,000 | 680,474 | 680,474 | 575,639 |
Common shares issued in conversion of debt | 40,971 | 319,049 | 365,424 | 402,516 |
Common shares issued in conversion of Series B preferred stock | 22,100 | 22,100 | 59,300 | |
Derivative liability for consultant stock options | 545,462 | 545,462 | 4,725,180 | |
Settlement of derivative liabilities | $ 30,758 | 230,186 | 263,780 | 3,774,269 |
Common shares cancelled | $ 3,845 | 3,845 | ||
Series E preferred shares issued in conversion of debt | 3,490,000 | |||
Convertible notes payable reclassified as in default | $ 40,395 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 and we had an accumulated deficit of $ 52,595,563 . The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. 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. | 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 September 14, 2017, the Company changed its name to Digital Locations, Inc. As further discussed in Note 3, 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. 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 December 31, 2022, our current liabilities exceeded our current and total assets by $ 1,497,443 50,164,550 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 | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 years 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 % to 85 %. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. 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. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the Company’s 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, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. 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. Consolidation The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents with large commercial banks. The Federal Deposit Insurance Corporation (“FDIC”) insures these balances, up to $ 250,000 Intangible Assets The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years Goodwill The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA has been recorded as goodwill. The goodwill is not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $ 2,096,089 Derivative Liabilities We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. 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 options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and 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. 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 December 31, 2022 and 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest 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. 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 1measurements) 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. Liabilities measured at fair value on a recurring basis are as follows as of December 31, 2022 and 2021: 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 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the years ended December 31, 2022 and 2021, the Company had the following activity in its derivative liabilities account: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 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 and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market real estate, physical assets and 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 cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “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 years ended December 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the years ended December 31, 2022 and 2021, 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 2022 2021 Years Ended 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 For the year ended December 31, 2021, 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. Income Taxes We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Research and Development Costs Research and development costs are expensed as incurred. We incurred no research and development costs for the years ended December 31, 2022 and 2021. Advertising Costs We expense the cost of advertising and promotional materials when incurred. We incurred no material advertising costs for the years ended December 31, 2022 and 2021. 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 year ended December 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-6 had no material impact on the Company’s consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition | |
BUSINESS ACQUISITION | NOTE 3 – BUSINESS ACQUISITION On January 7, 2021, the Company, SCS LLC, and SCS entered into the APA to acquire substantially all of the assets of SCS LLC’s wireless communications marketing and database services business in consideration for a total purchase price of $ 10,000 1,000,000 Pursuant to the APA, SCS LLC instructed the Company to assign $ 500,000 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. The business acquisition closed on January 7, 2021. Based on the report of an independent valuation firm, the notes payable were discounted to $ 0 2,096,089 2,106,089 10,000 SCHEDULE OF ASSETS BASED ON THE REPORT Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089 During the years ended December 31, 2022 and 2021, consolidated revenues were comprised of revenues from SCS. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 % convertible promissory note in the principal amount of $ 29,500 , which is convertible into shares of our common stock at a conversion price equal to the lesser of $ 1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $ 29,500 as of September 30, 2023 and December 31, 2022, matured on March 14, 2015 , and is currently in default. Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5 % convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $ 58,600 . The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $ 2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $ 57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $ 25,980 as of September 30, 2023 and December 31, 2022 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $ 32,620 as of September 30, 2023 and December 31, 2022 has been extended to December 31, 2023. August 24, 2022 Convertible Promissory Note - $38,750 Effective August 24, 2022, the Company entered into a 12 % convertible note with an institutional investor in the principal amount of $ 38,750 with a maturity date of August 24, 2023 . The Company received net proceeds of $ 35,000 after payment of $ 3,750 in legal fees and fees to the lender. 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 . We recorded a debt discount of $ 35,316 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2023, we issued the lender shares of our common stock in consideration for the conversion of principal of $ 38,750 and accrued interest of $ 2,221 , extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. Total accrued interest payable on these short-term convertible notes payable was $ 52,453 and $ 45,422 as of September 30, 2023 and December 31, 2022, respectively. July 31, 2023 Convertible Promissory Note - $500,000 On June 20, 2023, the Company entered into a 10 % note in the principal amount of $ 135,000 with a maturity date of June 20, 2024 to fund their operations. On July 31, 2023, the Company entered into a 10 % convertible note with a principal sum up to $ 500,000 which replaced the June 20, 2023 note and the $ 135,000 became the initial funding under the new note. Under the convertible note the lender may pay additional consideration to the Company up to the $ 500,000 principal and through September 30, 2023 an additional $ 135,000 of funding was provided, resulting in a balance of $ 270,000 worth of principal due as of September 30, 2023. 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. Therefore, the conversion feature has been recorded as a derivative liability (see Note 2). The note was discounted to a principal balance of $ 0 and a debt discount of $ 270,000 was recorded at inception. Amortization of the discount to interest expense was $ 39,145 during the nine months ended September 30, 2023, resulting in a debt discount of $ 230,855 as of September 30, 2023. As of September 30, 2023 accrued interest on the note was $ 5,379 . | 4. CONVERTIBLE NOTES PAYABLE Outstanding as of December 31, 2022 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 12,482 22,834 38,750 Extinguished During the Year Ended December 31, 2022 August 29, 2019 Convertible Promissory Note – $25,000 in Default Effective August 29, 2019, the Company entered into an agreement to issue a 10 25,000 August 29, 2020 22,000 1,500 1,500 The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. 25,000 395 395 2,320 2,715 July 8, 2020 Convertible Promissory Note – $40,000 in Default Effective July 8, 2020, the Company entered into an agreement to issue a 10 40,000 July 8, 2021 35,000 2,200 2,800 The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. 40,000 40,000 10,000 6,034 July 12, 2021 Convertible Promissory Note – $43,750 Effective July 12, 2021, the Company entered into a 12 43,750 July 12, 2022 40,000 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. 41,798 22,101 43,750 43,750 2,625 August 31, 2021 Convertible Promissory Note – $43,750 Effective August 31, 2021, the Company entered into a 12 43,750 August 31, 2022 40,000 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. 41,559 27,668 43,750 43,750 2,625 October 7, 2021 Convertible Promissory Note – $43,750 Effective October 7, 2021, the Company entered into a 12 43,750 October 7, 2022 40,000 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. 42,293 32,444 43,750 43,750 2,625 November 8, 2021 Convertible Promissory Note – $43,750 Effective November 8, 2021, the Company entered into a 12 43,750 November 8, 2022 40,000 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. 42,123 36,007 43,750 43,750 2,625 December 14, 2021 Convertible Promissory Note – $43,750 Effective December 14, 2021, the Company entered into a 12 43,750 40,000 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 39,616 37,771 43,750 43,750 2,625 January 6, 2022 Convertible Promissory Note – $38,750 Effective January 6, 2022, the Company entered into a 12 38,750 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 35,771 35,771 38,750 2,050 March 1, 2022 Convertible Promissory Note – $43,750 Effective March 1, 2022, the Company entered into a 12 43,750 40,000 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 39,514 39,514 43,750 2,625 May 3, 2022 Convertible Promissory Note - $43,750 Effective May 3, 2022, the Company entered into a 12 43,750 40,000 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 39,411 39,411 43,750 2,625 Total accrued interest payable on notes payable was $ 53,212 57,958 |
LONG-TERM CONVERTIBLE NOTES PAY
LONG-TERM CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 , in conjunction with the business acquisition of SCS. The notes bear interest at an annual rate of 0.39 % and mature January 7, 2026 . The notes were discounted to a principal balance of $ 0 and a debt discount of $ 1,000,000 was recorded at inception. Amortization of the discount to interest expense was $ 149,507 during the nine months ended September 30, 2023, resulting in a debt discount of $ 451,260 as of September 30, 2023. As of September 30, 2023 accrued interest on the notes was $ 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 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. | 5. LONG-TERM CONVERTIBLE NOTES PAYABLE As discussed in Note 3, 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 1,000,000 199,890 600,767 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 0.013 4.99 |
MEZZANINE
MEZZANINE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $ 0.001 per share. The total face value of this entire series is three million dollars ($ 3,000,000 ). Each share of Series B Preferred Stock has a stated face value of $ 100 , and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $ 0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion price from a defined variable price to a fixed conversion price of $ 0.0015 per share. 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 shares of Series B Preferred Stock valued at $ 22,100 into 14,733,333 shares of the Company’s common stock. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock. As of September 30, 2023 and December 31, 2022, the Company had 14,241 shares of Series B Preferred Stock outstanding, and recorded as mezzanine at face value of $ 1,424,100 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of $ 1,615,362 of convertible promissory notes and $ 264,530 of accrued interest payable. 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 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock. Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $ 0.001 per share and a stated face value of $ 100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $ 0.0015 per share. 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 shares of the Company’s Series E Preferred Stock (the “Series E Preferred Stock”) at a purchase price of $ 100 per share. In accordance with the SPA, the Investor paid for 34,900 Series E Preferred Stock by surrendering to the Company for cancellation, $ 2,617,690 of principal, $ 826,566 of accrued interest, and $ 45,740 in fees through April 2, 2021 under various 10 % convertible notes held by Investor. 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. During the nine months ended September 30, 2023, the Investor purchased a total of 4,400 shares of Series E Preferred Stock for cash of $ 440,000 the stated value of the shares. During the nine months ended September 30, 2022, the Investor purchased a total of 3,500 additional shares of Series E Preferred Stock for cash of $ 350,000 , the stated valued of the shares. As of September 30, 2023 and December 31, 2022, the Company had 45,000 and 40,600 shares of Series E Preferred Stock outstanding, respectively, recorded as mezzanine at face value $ 4,500,000 and $ 4,060,000 , respectively, due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. 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 for each such share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock. 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 per share. 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 % of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver). 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. | 6. 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 year ended December 31, 2022, the holder converted a total of 221 22,100 14,733,333 593 59,300 39,533,334 As of December 31, 2022 and 2021, the Company had 14,241 14,462 1,424,100 1,446,200 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 23,393,601 16,490,508 3,413,097 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 10,100 100 500 50,000 During the year ended December 31, 2022, the Investor purchased a total of 5,200 520,000 As of December 31, 2022 and 2021, the Company had 40,600 35,400 4,060,000 3,540,000 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 Shares and common stock, on an as-if-converted basis with respect to the Shares. 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 Shares 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 Shares be entitled to convert any 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 Shares 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 | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
CAPITAL STOCK | 6. CAPITAL STOCK As of September 30, 2023, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $ 0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $ 0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. See Note 5. Common Stock As of September 30, 2023 and December 31, 2022, the Company had 733,766,705 and 604,150,321 shares of common stock issued and outstanding, respectively. During the nine months ended September 30, 2023, the Company issued a total of 129,616,384 shares of common stock for the conversion of $ 38,750 of principal of convertible notes payable and accrued interest payable of $ 2,221 . In connection with the convertible debt conversions, the Company reduced derivative liabilities by $ 30,758 . There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. During the nine months ended September 30, 2022, the Company issued a total of 253,151,188 shares of common stock: 234,417,855 shares in consideration for the conversion of $ 301,250 of principal of convertible notes payable and accrued interest payable of $ 17,799 ; 14,733,333 shares in the conversion of 221 shares of Series B preferred shares valued at $ 22,100 and 4,000,000 shares for services valued at $ 20,000 . In connection with the convertible debt conversions, the Company reduced derivative liabilities by $ 230,186 . There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. | 7. STOCKHOLDERS’ DEFICIT CAPITAL STOCK As of December 31, 2022, the Company’s authorized stock consisted of 2,000,000,000 0.001 20,000,000 0.001 Common Stock As of December 31, 2022 and December 31, 2021, the Company had 604,150,321 276,383,093 During the year ended December 31, 2022, the Company issued a total of 331,612,439 312,879,106 345,000 20,424 14,733,333 221 22,100 4,000,000 20,000 263,780 During the year ended December 31, 2022, a lender returned 3,845,211 3,845 During the year ended December 31, 2021, the Company issued a total of 143,045,532 76,063,187 368,011 34,505 27,449,011 416,200 39,533,334 593 59,300 361,172 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 shares of common stock to its officers, directors, and consultants. The Company issued 684,000,000 stock options during the nine months ended September 30, 2023. We recognized stock option compensation expense of $ 749,653 and $ 752,124 for the three months ended September 30, 2023 and 2022, respectively and $ 2,236,257 and $ 2,241,136 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, we had unrecognized stock option compensation expense totaling $ 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 as of September 30, 2023, which would have been received by the holders of in-the-money options and warrants had the holders exercised their options and warrants as of that date. | 8. STOCK OPTIONS As of December 31, 2022, the Board of Directors of the Company had granted non-qualified stock options exercisable for a total of 854,177,778 On October 19, 2020 and December 22, 2020, the Company issued a total of 210,000,000 0.0108 0.017 Of these non-qualified options, 5,000,000 vest 1/24th per month over twenty- four months and 205,000,000 vest 1/36th per month over thirty-six months 3,726,549 On January 28, 2021, the Company issued a total of 20,000,000 0.05 These options vest 1/36th per month over thirty-six months 998,134 On December 1, 2021, the Company issued a total of 504,000,000 0.0074 These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter 3,727,046 On February 8, 2022, the Company issued a total of 120,000,000 0.0081 These options vest 1/36th per month over thirty-six months 545,462 We recognized stock option compensation expense of $ 2,986,546 and $ 1,699,964 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had unrecognized stock option compensation expense totaling $ 4,202,166 . A summary of the Company’s stock options as of December 31, 2022, and changes during the two years then ended is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Weighted Average Aggregate Outstanding as of December 31, 2020 210,177,778 $ 0.018 Granted 524,000,000 $ 0.009 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2021 734,177,778 $ 0.0012 Granted 120,000,000 $ 0.0081 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2022 854,177,778 $ 0.011 7.35 $ 302,400 Exercisable as of December 31, 2022 379,538,904 $ 0.013 6.42 $ 109,200 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $ 0.008 The significant assumptions used in the valuation of the derivative liabilities recorded upon issuance of the February 2022 non-qualified stock options are as follows: SCHEDULE OF DERIVATIVE LIABILITY Expected life 4.31 5.77 Risk free interest rates 2.41 2.42 % Expected volatility 287.2 313.6 % |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | 9. DERIVATIVE LIABILITIES The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable and stock options using a multinomial lattice model based on projections of various potential future outcomes. Where the number of stock options or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional stock options, convertible debt and equity are included in the value of the derivatives. The significant assumptions used in the valuation of the derivative liabilities as of December 31, 2022 are as follows: SCHEDULE OF VALUATION OF DERIVATIVE LIABILITIES Conversion to stock Monthly Stock price on the valuation date $ 0.008 Risk free interest rates 3.02 6.81 % Years to maturity 0.90 5.00 Expected volatility 182.3 318.8 % The value of our derivative liabilities was estimated as follows as of: SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Convertible notes payable $ 740,157 $ 1,512,336 Stock options 493,522 4,412,878 Total $ 1,233,679 $ 5,925,214 The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 per month, paid in equal installments twice each month. Mr. Berliner is eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $ 60,000 for each of the three months ended September 30, 2023 and 2022 and $ 180,000 for each of the nine months ended September 30, 2023 and 2022. 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 shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36 -month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100 % upon a sale of the company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable. 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 per month. The Company accrued compensation expense to Mr. Beifuss of $ 30,000 for each of the three months ended September 30, 2023 and 2022 and $ 90,000 for each of the nine months ended September 30, 2023 and 2022. On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 shares of our common stock to four officers, directors, and consultants of the Company. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of five years from the date of grant at an exercise price of $ 0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, a member of the Board of Directors, received 5,000,000 . On February 8, 2022, the Company issued non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock to Mr. Beifuss and 45,000,000 shares to a consultant. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $ 0.0081 per share. | 10. 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 $ 20,000 240,000 20,000 10,000 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 The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company On December 1, 2021, William E. Beifuss, Jr. resigned from his position as Chief Executive Officer of the Company. Mr. Beifuss will continue to serve as the Company’s President, Acting Chief Financial Officer and Secretary. 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 $ 10,000 120,000 10,000 20,000 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES A reconciliation of the income tax provision (benefit) that would result from applying a combined U.S. federal and state rate of 29% to loss before income taxes with the provision (benefit) for income taxes presented in the financial statements is as follows: SCHEDULE OF INCOME TAX EXPENSES BENEFIT Years Ended December 31, 2022 2021 Income tax provision (benefit) at statutory rate $ 281,000 $ (3,739,900 ) State income taxes, net of federal benefit (200 ) (200 ) Non-deductible expenses 1,007,400 5,467,600 Non-taxable gains (1,483,900 ) (2,636,900 ) Other 600 1,100 Valuation allowance 195,100 908,300 Income tax expense benefit, total $ - $ - Deferred tax assets (liabilities) are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 4,901,900 $ 4,709,300 Research and development credit carryforward 125,300 125,300 Related party accrued expenses 11,600 8,700 Accrued compensated absences 600 1,100 Valuation allowance (5,039,400 ) (4,844,400 ) Deferred tax assets, net, total $ - $ - The ultimate realization of our deferred tax assets is dependent, in part, upon the tax laws in effect, our future earnings, and other events. As of December 31, 2022, we recorded a valuation allowance of $ 5,039,400 As of December 31, 2022, we had a net operating loss carryforward available to offset future taxable income of approximately $ 16,903,000 We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2022 and 2021, we concluded the Company had no unrecognized tax benefit that would affect its effective tax rate if recognized. We file income tax returns in the U.S. federal jurisdiction and in the state of California. With few exceptions, we are no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years before 2011. We classify any interest and penalties arising from the underpayment of income taxes in our statements of operations and comprehensive loss in other income (expense). As of December 31, 2022 and 2021, we had no accrued interest or penalties related to uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 months. The lease agreement required a $ 500 security deposit and monthly lease payments of $ 500 . For the three months ended September 30, 2023 and 2022, the Company recognized total rental expense of $ 1,860 and $ 737 , respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized operating lease cost of $ 5,580 and $ 7,594 , respectively. 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 . The agreement has an initial term of six months, subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. 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 per month. The agreement may be cancelled by either party with 30 days’ notice. Effective August 2023 the compensation for Mr. Beifuss was reduced to $ 5,000 per month. | 12. 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 December 31, 2022, 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 years ended December 31, 2022 and 2021, the Company recognized total rental expense of $ 9,413 12,000 Consulting Agreements As further discussed in Note 11, we entered into a consulting 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 under a convertible promissory note with a lender. | 13. SUBSEQUENT EVENTS Issuances of Series B Preferred Stock Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: On January 5, 2023, an investor purchased 550 55,000 On February 6, 2023, an investor purchased 620 62,000 On March 8, 2023, an investor purchased 550 55,000 Convertible Note Conversions On March 1, 2023, a lender converted $ 11,700 30,000,000 12,300 31,538,462 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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. | 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, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. |
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. | 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. |
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. | Consolidation The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents with large commercial banks. The Federal Deposit Insurance Corporation (“FDIC”) insures these balances, up to $ 250,000 | |
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 . | Intangible Assets The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years |
Goodwill | Goodwill The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA has been recorded as goodwill. The goodwill is not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $ 2,096,089 | |
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 years Risk free interest rates 5.03 % - 5.55 % Expected volatility 214 % - 248 % | Derivative Liabilities We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. 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 options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and 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. |
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 | 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 December 31, 2022 and 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest 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. 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 1measurements) 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. Liabilities measured at fair value on a recurring basis are as follows as of December 31, 2022 and 2021: 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 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the years ended December 31, 2022 and 2021, the Company had the following activity in its derivative liabilities account: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 |
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 and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market real estate, physical assets and 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. | Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “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. | Concentrations of Credit Risk, Major Customers, and Major Vendors During the years ended December 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the years ended December 31, 2022 and 2021, 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 | 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 2022 2021 Years Ended 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 For the year ended December 31, 2021, 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. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. We incurred no research and development costs for the years ended December 31, 2022 and 2021. | |
Advertising Costs | Advertising Costs We expense the cost of advertising and promotional materials when incurred. We incurred no material advertising costs for the years ended December 31, 2022 and 2021. | |
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. | Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the year ended December 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-6 had no material impact on the Company’s consolidated financial statements. |
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 % to 85 %. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. | |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
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 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 | |
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 DERIVATIVE LIABILITIES AT FAIR VALUE Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 |
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 | 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 2022 2021 Years Ended 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 |
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 years 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 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 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition | |
SCHEDULE OF ASSETS BASED ON THE REPORT | SCHEDULE OF ASSETS BASED ON THE REPORT Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the Company’s stock options as of December 31, 2022, and changes during the two years then ended is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Weighted Average Aggregate Outstanding as of December 31, 2020 210,177,778 $ 0.018 Granted 524,000,000 $ 0.009 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2021 734,177,778 $ 0.0012 Granted 120,000,000 $ 0.0081 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2022 854,177,778 $ 0.011 7.35 $ 302,400 Exercisable as of December 31, 2022 379,538,904 $ 0.013 6.42 $ 109,200 | |
SCHEDULE OF DERIVATIVE LIABILITY | The significant assumptions used in the valuation of the derivative liabilities recorded upon issuance of the February 2022 non-qualified stock options are as follows: SCHEDULE OF DERIVATIVE LIABILITY Expected life 4.31 5.77 Risk free interest rates 2.41 2.42 % Expected volatility 287.2 313.6 % | |
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 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
SCHEDULE OF VALUATION OF DERIVATIVE LIABILITIES | The significant assumptions used in the valuation of the derivative liabilities as of December 31, 2022 are as follows: SCHEDULE OF VALUATION OF DERIVATIVE LIABILITIES Conversion to stock Monthly Stock price on the valuation date $ 0.008 Risk free interest rates 3.02 6.81 % Years to maturity 0.90 5.00 Expected volatility 182.3 318.8 % |
SCHEDULE OF DERIVATIVE LIABILITIES | The value of our derivative liabilities was estimated as follows as of: SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Convertible notes payable $ 740,157 $ 1,512,336 Stock options 493,522 4,412,878 Total $ 1,233,679 $ 5,925,214 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES BENEFIT | SCHEDULE OF INCOME TAX EXPENSES BENEFIT Years Ended December 31, 2022 2021 Income tax provision (benefit) at statutory rate $ 281,000 $ (3,739,900 ) State income taxes, net of federal benefit (200 ) (200 ) Non-deductible expenses 1,007,400 5,467,600 Non-taxable gains (1,483,900 ) (2,636,900 ) Other 600 1,100 Valuation allowance 195,100 908,300 Income tax expense benefit, total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | Deferred tax assets (liabilities) are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 4,901,900 $ 4,709,300 Research and development credit carryforward 125,300 125,300 Related party accrued expenses 11,600 8,700 Accrued compensated absences 600 1,100 Valuation allowance (5,039,400 ) (4,844,400 ) Deferred tax assets, net, total $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Working capital deficit | $ 1,018,730 | $ 1,497,443 | |
Accumulated deficit | $ 52,595,563 | $ 50,164,550 | $ 51,133,564 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | |||
Derivative liabilities | $ 719,263 | $ 1,233,679 | $ 5,925,214 |
Derivative liabilities | 719,263 | 1,233,679 | 5,925,214 |
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 | |||
Derivative liabilities | |||
Total liabilities measured at fair value | |||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Derivative liabilities | |||
Derivative liabilities | |||
Total liabilities measured at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Derivative liabilities | 1,233,679 | 5,925,214 | |
Derivative liabilities | 719,263 | 1,233,679 | $ 5,925,214 |
Total liabilities measured at fair value | $ 719,263 | $ 1,233,679 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Derivative liability beginning | $ 5,925,214 | $ 11,282,091 |
Addition to liability for new issuances | 680,474 | 7,396,908 |
Elimination of liability on conversion to common shares | (263,780) | (3,774,269) |
Change in fair value | (5,108,229) | (8,979,516) |
Derivative liability ending | 1,233,679 | 5,925,214 |
Stock Options [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability beginning | 4,412,878 | 3,776,059 |
Addition to liability for new issuances | 545,462 | 4,725,180 |
Change in fair value | (4,464,818) | (4,088,361) |
Derivative liability ending | 493,522 | 4,412,878 |
Series B Preferred Stock [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability beginning | 4,137,413 | |
Change in fair value | (4,137,413) | |
Derivative liability ending | ||
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability beginning | 1,512,336 | 3,368,619 |
Addition to liability for new issuances | 135,012 | 2,671,728 |
Elimination of liability on conversion to common shares | (263,780) | (3,774,269) |
Change in fair value | (643,411) | (753,742) |
Derivative liability ending | $ 740,157 | $ 1,512,336 |
SCHEDULE OF BASIC WEIGHTED AVER
SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic weighted average number of shares | 433,143,911 | 195,725,543 | ||||
Diluted weighted average number of shares | 733,766,705 | 489,742,350 | 700,195,180 | 4,099,936,067 | 4,337,208,296 | 195,725,543 |
Basic weighted average number of shares | 733,766,705 | 489,742,350 | 700,195,180 | 388,527,788 | 433,143,911 | 195,725,543 |
Convertible notes payable | 168,674,946 | |||||
Convertible Notes Payable [Member] | ||||||
Diluted weighted average number of shares | 247,997,718 | |||||
Series B Preferred Stock [Member] | ||||||
Diluted weighted average number of shares | 949,400,000 | |||||
Preferred stock | 949,400,000 | |||||
Series E Preferred Stock [Member] | ||||||
Diluted weighted average number of shares | 2,706,666,667 | |||||
Preferred stock | 2,593,333,333 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Jan. 07, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
FDIC insured limit | $ 250,000 | |||
Finite-lived intangible asset, useful life | 5 years | 5 years | ||
Goodwill | $ 2,096,089 | $ 2,096,089 | ||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of revenue | 70% | 70% | ||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of revenue | 85% | 85% |
SCHEDULE OF ASSETS BASED ON THE
SCHEDULE OF ASSETS BASED ON THE REPORT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition | ||
IP technology | $ 4,000 | |
Customer base | 6,000 | |
Total identifiable intangible assets | 10,000 | |
Goodwill | 2,096,089 | $ 2,096,089 |
Total | $ 2,106,089 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 07, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Purchase price | $ 10,000 | |||
Promissory note, amount | $ 1,000,000 | |||
Derivative liability | $ 1,233,679 | $ 719,263 | $ 5,925,214 | |
Business Acquisition [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Convertible promissory note, principal amount | 0 | |||
Derivative liability | 2,096,089 | |||
Consideration amount paid | 2,106,089 | |||
SCSLLC [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Convertible promissory note, principal amount | $ 500,000 | |||
Promissory note, description | 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 $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jul. 31, 2023 | Jun. 20, 2023 | Aug. 24, 2022 | Aug. 24, 2022 | May 03, 2022 | Mar. 01, 2022 | Jan. 06, 2022 | Dec. 14, 2021 | Nov. 08, 2021 | Oct. 07, 2021 | Aug. 31, 2021 | Jul. 12, 2021 | Jul. 12, 2021 | Jul. 08, 2020 | Jul. 08, 2020 | Aug. 29, 2019 | Mar. 14, 2013 | Dec. 31, 2012 | Apr. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 345,000 | $ 368,011 | |||||||||||||||||||||
Net proceeds | $ 270,000 | $ 150,000 | 150,000 | 587,000 | |||||||||||||||||||
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 | 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 | 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 | 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 | |||||||||||||||||||
Accrued interest payable | 34,505 | ||||||||||||||||||||||
Debt instrument accrued interest | 53,212 | 57,958 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | 211,486 | $ 397,021 | 483,059 | 774,910 | |||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 230,855 | 22,834 | 155,991 | ||||||||||||||||||||
Convertible Notes Payable Four [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal balance | $ 135,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | August 24, 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||||||
Principal amount | $ 38,750 | $ 38,750 | |||||||||||||||||||||
Maturity date | Aug. 24, 2023 | ||||||||||||||||||||||
Debt discount | 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. | ||||||||||||||||||||||
Fees and expenses | 12,482 | ||||||||||||||||||||||
Debt instrument remaining discount | 22,834 | ||||||||||||||||||||||
Converted instrument, amount | 38,750 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | August 29 2019 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 10% | ||||||||||||||||||||||
Principal amount | $ 25,000 | 395 | |||||||||||||||||||||
Maturity date | Aug. 29, 2020 | ||||||||||||||||||||||
Debt discount | $ 25,000 | ||||||||||||||||||||||
Net proceeds | 22,000 | ||||||||||||||||||||||
Legal fees | $ 1,500 | ||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. | ||||||||||||||||||||||
Original issue discount | $ 1,500 | ||||||||||||||||||||||
Extinguishment of principal amount | $ 395 | ||||||||||||||||||||||
Accrued interest payable | 2,320 | ||||||||||||||||||||||
Cash payment | $ 2,715 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | July 8, 2020 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 10% | 10% | |||||||||||||||||||||
Principal amount | $ 40,000 | $ 40,000 | 40,000 | ||||||||||||||||||||
Maturity date | Jul. 08, 2021 | ||||||||||||||||||||||
Debt discount | 40,000 | ||||||||||||||||||||||
Net proceeds | $ 35,000 | ||||||||||||||||||||||
Legal fees | $ 2,800 | ||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. | ||||||||||||||||||||||
Original issue discount | $ 2,200 | $ 2,200 | |||||||||||||||||||||
Extinguishment of principal amount | 10,000 | ||||||||||||||||||||||
Extinguishment of principal amount | 6,034 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | July 12 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||||||
Principal amount | $ 43,750 | $ 43,750 | 43,750 | ||||||||||||||||||||
Maturity date | Jul. 12, 2022 | ||||||||||||||||||||||
Debt discount | 22,101 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
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 discount | 41,798 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | August 31, 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Principal amount | $ 43,750 | 43,750 | |||||||||||||||||||||
Maturity date | Aug. 31, 2022 | ||||||||||||||||||||||
Debt discount | 27,668 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
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 discount | $ 41,559 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | October 7 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Principal amount | $ 43,750 | 43,750 | |||||||||||||||||||||
Maturity date | Oct. 07, 2022 | ||||||||||||||||||||||
Debt discount | 32,444 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
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 discount | $ 42,293 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | November 8 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Principal amount | $ 43,750 | 43,750 | |||||||||||||||||||||
Maturity date | Nov. 08, 2022 | ||||||||||||||||||||||
Debt discount | 36,007 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
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 discount | $ 42,123 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | December 14 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | 43,750 | ||||||||||||||||||||||
Debt discount | 37,771 | ||||||||||||||||||||||
Debt discount | 39,616 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | January 6 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt discount | 35,771 | ||||||||||||||||||||||
Net proceeds | $ 35,000 | ||||||||||||||||||||||
Legal fees | $ 3,750 | ||||||||||||||||||||||
Debt discount | 35,771 | ||||||||||||||||||||||
Principal balance | 38,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,050 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | March 1 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt discount | 39,514 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
Legal fees | $ 3,750 | ||||||||||||||||||||||
Debt discount | 39,514 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | May 3 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt discount | 39,411 | ||||||||||||||||||||||
Net proceeds | $ 40,000 | ||||||||||||||||||||||
Legal fees | $ 3,750 | ||||||||||||||||||||||
Debt discount | 39,411 | ||||||||||||||||||||||
Principal balance | 43,750 | ||||||||||||||||||||||
Debt instrument accrued interest | 2,625 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Related Party [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 5% | ||||||||||||||||||||||
Principal amount | $ 58,600 | ||||||||||||||||||||||
Conversion price | $ 2 | ||||||||||||||||||||||
Principal balance | 25,980 | 25,980 | |||||||||||||||||||||
Debt discount | $ 57,050 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Related Party [Member] | Note One [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal balance | $ 32,620 | 32,620 | |||||||||||||||||||||
Maturity date | Dec. 31, 2014 | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | December 14 2021 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | January 6 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | March 1 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | May 3 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||
Convertible Notes Payable 2 [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 | $ 57,050 | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | Employee One [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal balance | $ 25,980 | ||||||||||||||||||||||
Convertible Notes Payable 2 [Member] | Employee Two [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal balance | 32,620 | ||||||||||||||||||||||
December 14 2021 [Member] | August 24, 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 43,750 | ||||||||||||||||||||||
January 6 2022 [Member] | August 24, 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 38,750 | ||||||||||||||||||||||
March 1 2022 [Member] | August 24, 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 43,750 | ||||||||||||||||||||||
May 3 2022 [Member] | August 24, 2022 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 43,750 | ||||||||||||||||||||||
Convertible Notes Payable 1 [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 5% | ||||||||||||||||||||||
Principal amount | $ 29,500 | ||||||||||||||||||||||
Conversion price | $ 1.50 | ||||||||||||||||||||||
Principal balance | 29,500 | ||||||||||||||||||||||
Maturity date | Mar. 14, 2015 | ||||||||||||||||||||||
Convertible Notes Payable Three [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||||||
Principal amount | $ 38,750 | $ 38,750 | |||||||||||||||||||||
Maturity date | Aug. 24, 2023 | ||||||||||||||||||||||
Debt discount | $ 35,316 | $ 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 | ||||||||||||||||||||||
Converted instrument, amount | $ 38,750 | ||||||||||||||||||||||
Accrued interest payable | 52,453 | 45,422 | |||||||||||||||||||||
Extinguishment of principal amount | $ 2,221 | ||||||||||||||||||||||
Convertible Notes Payable Four [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 10% | 10% | |||||||||||||||||||||
Principal amount | $ 500,000 | $ 135,000 | |||||||||||||||||||||
Principal balance | 0 | ||||||||||||||||||||||
Maturity date | Jun. 20, 2024 | ||||||||||||||||||||||
Debt discount | $ 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 payable | 5,379 | ||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 39,145 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 230,855 | ||||||||||||||||||||||
Convertible Notes Payable Four [Member] | Lender [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Principal amount | $ 500,000 | 135,000 | |||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 270,000 | ||||||||||||||||||||||
Accounts Payable [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, interest rate | 5% | ||||||||||||||||||||||
Principal amount | $ 29,500 | ||||||||||||||||||||||
Conversion price | $ 1.50 | ||||||||||||||||||||||
Principal balance | $ 29,500 | $ 29,500 | |||||||||||||||||||||
Maturity date | Mar. 14, 2015 |
LONG-TERM CONVERTIBLE NOTES P_2
LONG-TERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
May 03, 2022 | Mar. 01, 2022 | Jan. 06, 2022 | Dec. 14, 2021 | Jan. 07, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 345,000 | $ 368,011 | |||||||
Principal balance | $ 548,740 | 399,233 | 199,343 | ||||||
Long-term debt discount | 451,260 | 600,767 | 800,657 | ||||||
Amortization of the discount | 211,486 | $ 397,021 | 483,059 | 774,910 | |||||
Interest Payable, Current | $ 34,505 | ||||||||
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 | 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 | 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 | 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 | |||||
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 | 600,767 | ||||||
Amortization of the discount | $ 149,507 | $ 199,890 | |||||||
Common stock not exceeding, percentage | 5% | ||||||||
Conversion price | $ 0.013 | $ 0.013 | |||||||
Percentage of shares issued and outstanding | 4.99% | 4.99% | |||||||
Interest Payable, Current | $ 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 $ |
MEZZANINE (Details Narrative)
MEZZANINE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 02, 2021 | Apr. 02, 2021 | Mar. 02, 2016 | Sep. 30, 2021 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 20,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Face value of shares | |||||||||||||||
Stated face value | $ 40,971 | $ 319,049 | $ 365,424 | $ 402,516 | |||||||||||
Conversion of shares, value | $ 40,971 | $ 87,174 | $ 139,125 | $ 92,750 | |||||||||||
Conversion of shares | 14,733,333 | 27,449,011 | |||||||||||||
Accrued interest | $ 34,505 | ||||||||||||||
Share price | $ 0.008 | ||||||||||||||
Principal amount | $ 345,000 | 368,011 | |||||||||||||
Gain losses on extinguishment of debt | 6,034 | 6,034 | (16,490,508) | ||||||||||||
Derivative liabilities | 719,263 | $ 719,263 | $ 1,233,679 | 5,925,214 | |||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||
Beneficial ownership maximum percentage | 4.99% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Face value of shares | |||||||||||||||
Conversion of shares, value | $ 129,617 | $ 90,290 | $ 111,186 | $ 32,941 | |||||||||||
Conversion of shares | 129,616,384 | 90,290,619 | 111,185,856 | 32,941,380 | 14,733,333 | 331,612,439 | 143,045,532 | ||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Face value of shares | $ 3,000,000 | ||||||||||||||
Stated face value | $ 100 | ||||||||||||||
Share issued price per share | $ 0.0015 | ||||||||||||||
Fixed conversion price | $ 0.0015 | ||||||||||||||
Shares converted | 221 | 593 | |||||||||||||
Conversion of shares, value | $ 22,100 | $ 22,100 | $ 22,100 | $ 59,300 | |||||||||||
Conversion of shares | 221 | 221 | |||||||||||||
Temporary equity, shares outstanding | 14,241 | ||||||||||||||
Face value temporary equity | $ 1,424,100 | $ 1,424,100 | $ 1,424,100 | 1,446,200 | |||||||||||
Redemption of shares | 1,615,362 | 1,615,362 | 1,615,362 | ||||||||||||
Accrued interest | $ 264,530 | $ 264,530 | $ 264,530 | ||||||||||||
Surplus of each preferred stock | $ 100 | $ 100 | 100 | ||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||
Conversion of shares, value | $ 22,100 | $ 59,300 | |||||||||||||
Conversion of shares | 14,733,333 | 39,533,334 | |||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||
Face value of shares | |||||||||||||||
Conversion of shares, value | |||||||||||||||
Temporary equity, shares outstanding | 14,241 | 14,241 | 14,241 | 14,241 | 14,241 | 14,241 | 14,241 | 14,241 | 14,462 | 14,241 | 15,055 | ||||
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 | 45,000 | 40,600 | ||||||||||||
Face value temporary equity | $ 4,500,000 | $ 4,500,000 | $ 4,060,000 | $ 3,540,000 | |||||||||||
Surplus of each preferred stock | $ 100 | $ 100 | 100 | ||||||||||||
Share price | 100 | 100 | |||||||||||||
Independent valuation firm amount | 23,393,601 | ||||||||||||||
Gain losses on extinguishment of debt | 16,490,508 | ||||||||||||||
Derivative liabilities | 3,413,097 | ||||||||||||||
Beneficial ownership maximum percentage | 4.99% | 4.99% | |||||||||||||
Series E Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||
Face value of shares | $ 520,000 | $ 50,000 | |||||||||||||
Conversion of shares, value | |||||||||||||||
Temporary equity, shares outstanding | 45,000 | 42,320 | 38,900 | 37,550 | 36,600 | 45,000 | 38,900 | 40,600 | 35,400 | 44,220 | |||||
Temporary equity aggregate amount of redemption requirement | $ 4,060,000 | $ 3,540,000 | |||||||||||||
Series E Preferred Stock [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Face value of shares | $ 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 | 500 | 4,400 | 3,500 | 5,200 | ||||||||||
Principal amount | 2,617,690 | $ 2,617,690 | |||||||||||||
Legal fees | $ 45,740 | $ 45,740 | |||||||||||||
Debt instrument, interest rate | 10% | 10% | |||||||||||||
Cash | $ 50,000 | $ 520,000 | |||||||||||||
[custom:DescriptionOfSecurityPurchaseAgreement] | 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. | ||||||||||||||
Preferred Stock Series E [Member] | Securities Purchase Agreements [Member] | |||||||||||||||
Remaining purchase authorized shares | 10,100 | ||||||||||||||
Purchase price | $ 100 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock shares authorized | 20,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 604,150,321 | 276,383,093 | ||||||
Common stock, shares outstanding | 733,766,705 | 604,150,321 | 276,383,093 | |||||
Number of shares issued | 14,733,333 | 27,449,011 | ||||||
Principal amount | $ 345,000 | $ 368,011 | ||||||
Accrued interest payable | $ 20,424 | |||||||
Conversion of shares, value | $ 40,971 | $ 87,174 | $ 139,125 | $ 92,750 | ||||
Shares issued for services, shares | 4,000,000 | 4,000,000 | ||||||
Shares issued for services, value | $ 20,000 | $ 20,000 | $ 20,000 | 416,200 | ||||
Decrease in derivative liabilities | 263,780 | 361,172 | ||||||
Accrued interest payable | 34,505 | |||||||
Preferred Stock, Shares Issued | 20,000,000 | |||||||
[custom:SettlementOfDerivativeLiabilities] | $ 30,758 | $ 230,186 | $ 263,780 | $ 3,774,269 | ||||
Series B Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 221 | 221 | ||||||
Shares converted | 221 | 593 | ||||||
Conversion of shares, value | $ 22,100 | $ 22,100 | $ 22,100 | $ 59,300 | ||||
Accrued interest payable | $ 264,530 | $ 264,530 | ||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 129,616,384 | 90,290,619 | 111,185,856 | 32,941,380 | 14,733,333 | 331,612,439 | 143,045,532 | |
Conversion of shares | 312,879,106 | 76,063,187 | ||||||
Conversion of shares, value | $ 129,617 | $ 90,290 | $ 111,186 | $ 32,941 | ||||
Shares issued for services, shares | 4,000,000 | 4,000,000 | 27,449,011 | |||||
Shares issued for services, value | $ 4,000 | $ 4,000 | $ 27,449 | |||||
Number of shares returned and cancelled | 3,845,211 | |||||||
Amount of shares returned and cancelled | $ 3,845 | |||||||
Common Stock [Member] | Convertible Notes Payable [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 129,616,384 | 14,733,333 | ||||||
Conversion of shares | 234,417,855 | |||||||
Conversion of shares, value | $ 38,750 | |||||||
Shares issued for services, shares | 39,533,334 | |||||||
Shares issued for services, value | $ 416,200 | |||||||
Accrued interest payable | $ 17,799 | 2,221 | $ 17,799 | |||||
[custom:SettlementOfDerivativeLiabilities] | $ 30,758 | $ 230,186 | ||||||
Stock Issued During Period, Shares, New Issues | 253,151,188 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 301,250 | |||||||
Common Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 14,733,333 | 39,533,334 | ||||||
Conversion of shares, value | $ 22,100 | $ 59,300 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Outstanding shares, beginning | 854,177,778 | 734,177,778 | 210,177,778 |
Weighted average exercise price, beginning | $ 0.011 | $ 0.0012 | $ 0.018 |
Granted | 684,000,000 | 120,000,000 | 524,000,000 |
Weighted average exercise price, granted | $ 0.001 | $ 0.0081 | $ 0.009 |
Exercised | |||
Weighted average exercise price, exercised | |||
Granted | 634,000,000 | ||
Weighted average exercise price, forfeited or expired | $ 0.009 | ||
Outstanding shares, ending | 904,177,778 | 854,177,778 | 734,177,778 |
Weighted average exercise price, ending | $ 0.004 | $ 0.011 | $ 0.0012 |
Outstanding weighted average remaining contract term, ending | 6 years 9 months 3 days | 7 years 4 months 6 days | |
Aggregate intrinsic value, Outstanding as of December 31, 2021 | $ 342,000 | $ 302,400 | |
Outstanding shares, Exercisable | 591,788,887 | 379,538,904 | |
Weighted average exercise price, exercisable | $ 0.006 | $ 0.013 | |
Outstanding weighted average remaining contract term, Exercisable | 6 years | 6 years 5 months 1 day | |
Aggregate intrinsic value, exercisable | $ 200,667 | $ 109,200 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected life | 4 years 3 months 21 days |
Risk free interest rates | 2.41% |
Expected volatility | 287.20% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected life | 5 years 9 months 7 days |
Risk free interest rates | 2.42% |
Expected volatility | 313.60% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 08, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 22, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Oct. 19, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Outstanding shares, ending | 854,177,778 | |||||||||||
Non qualified stock options, total | 120,000,000 | 20,000,000 | ||||||||||
Stock option, exercise prices | $ 0.05 | |||||||||||
Vesting period, descriptions | These options vest 1/36th per month over thirty-six months | These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter | These options vest 1/36th per month over thirty-six months | The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company | ||||||||
Stock option, amount | $ 545,462 | $ 998,134 | $ 3,726,549 | $ 3,727,046 | $ 3,726,549 | |||||||
Exercise price | $ 0.0081 | |||||||||||
Shares Granted, Value, Share-Based Payment Arrangement, before Forfeiture | $ 2,986,546 | $ 1,699,964 | ||||||||||
Unrecognized stock-based compensation | $ 4,202,166 | |||||||||||
Common stock closing price | $ 0.008 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 591,788,887 | 591,788,887 | 379,538,904 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 684,000,000 | |||||||||||
Share-Based Payment Arrangement, Expense | $ 749,653 | $ 752,124 | $ 2,236,257 | $ 2,241,136 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,006,577 | $ 2,006,577 | ||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsIntrinsicValuePriceShare-0] | $ 0.0011 | $ 0.0011 | ||||||||||
Preferred Series B Shares [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Non qualified stock options, total | 504,000,000 | |||||||||||
Stock option, exercise prices | $ 0.0074 | |||||||||||
Five Officers and Directors and Consultants [Member] | Minimum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock option, exercise prices | $ 0.0108 | |||||||||||
Five Officers and Directors and Consultants [Member] | Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock option, exercise prices | $ 0.017 | |||||||||||
Five Officers and Directors and Consultants [Member] | On October19, 2020 and December 22, 2020 [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Non qualified stock options, total | 210,000,000 | |||||||||||
Vesting period, descriptions | Of these non-qualified options, 5,000,000 vest 1/24th per month over twenty- four months and 205,000,000 vest 1/36th per month over thirty-six months | |||||||||||
Officer Directors And Consultants [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 904,177,778 | 904,177,778 |
SCHEDULE OF VALUATION OF DERIVA
SCHEDULE OF VALUATION OF DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Stock price on the valuation date | $ 0.008 |
Minimum [Member] | Derivative Liabilities [Member] | |
Risk free interest rates | 3.02 |
Years to maturity | 10 months 24 days |
Expected volatility | 182.30% |
Maximum [Member] | Derivative Liabilities [Member] | |
Risk free interest rates | 6.81 |
Years to maturity | 5 years |
Expected volatility | 318.80% |
SCHEDULE OF DERIVATIVE LIABIL_3
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 1,233,679 | $ 5,925,214 |
Equity Option [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 493,522 | 4,412,878 |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 740,157 | $ 1,512,336 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 08, 2022 | Dec. 01, 2021 | Dec. 22, 2020 | Nov. 01, 2016 | Feb. 08, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Non qualified stock options, total | 504,000,000 | ||||||||||||
Vesting period, descriptions | These options vest 1/36th per month over thirty-six months | These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter | These options vest 1/36th per month over thirty-six months | The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company | |||||||||
Chief Executive Officer and Chief Financial Officer [Member] | Written Consulting Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation expense | $ 10,000 | ||||||||||||
Accrued compensation expense | $ 30,000 | $ 90,000 | |||||||||||
Mr. Beifuss [Member] | Written Consulting Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation expense | $ 120,000 | $ 120,000 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares vesting rights, description | 1/36th per month | ||||||||||||
Shares vesting exercise price | $ 0.0081 | $ 0.0081 | |||||||||||
Shares granted to consultant | 75,000,000 | 75,000,000 | |||||||||||
Chief Executive Officer [Member] | Written Consulting Agreement [Member] | |||||||||||||
Related Party Transaction [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 [Member] | Independent Contractor Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation expense | $ 20,000 | $ 20,000 | |||||||||||
Accrued compensation expense | $ 60,000 | $ 180,000 | |||||||||||
Shares granted | 504,000,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 100% | ||||||||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ShareBased Compensation Award At The End of 6 Month [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 84,000,000 | ||||||||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ShareBased Compensation Award At The End of 8 Month [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 14,000,000 | ||||||||||||
Board of Directors Chairman [Member] | Written Consulting Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation paid | $ 5,000,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares granted to consultant | 45,000,000 | 45,000,000 | |||||||||||
Mr. Beifuss [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accounts payable - related party | $ 20,000 | 10,000 | $ 20,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued expense | $ 240,000 | 20,000 | |||||||||||
Fees payable | $ 10,000 | $ 10,000 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES BENEFIT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax provision (benefit) at statutory rate | $ 281,000 | $ (3,739,900) | ||||
State income taxes, net of federal benefit | (200) | (200) | ||||
Non-deductible expenses | 1,007,400 | 5,467,600 | ||||
Non-taxable gains | (1,483,900) | (2,636,900) | ||||
Other | 600 | 1,100 | ||||
Valuation allowance | 195,100 | 908,300 | ||||
Income tax expense benefit, total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 4,901,900 | $ 4,709,300 |
Research and development credit carryforward | 125,300 | 125,300 |
Related party accrued expenses | 11,600 | 8,700 |
Accrued compensated absences | 600 | 1,100 |
Valuation allowance | (5,039,400) | (4,844,400) |
Deferred tax assets, net, total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 5,039,400 | $ 4,844,400 |
Operating loss carryforwards | $ 16,903,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Lease term | 12 months | |||||||||
Security deposit | $ 500 | |||||||||
Lease payment | $ 500 | |||||||||
Operating lease cost | $ 9,413 | $ 12,000 | ||||||||
Operating 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 | $ 20,000 | ||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 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 | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 10,000 | $ 5,000 |
SCHEDULE OF ACTIVITY IN DERIVAT
SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||||
Derivative liabilities | $ 1,233,679 | $ 5,925,214 | $ 5,925,214 | |
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) | (5,108,229) | $ (8,979,516) |
Derivative liabilities | 719,263 | 1,233,679 | $ 5,925,214 | |
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 | 740,157 | ||
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 | $ 493,522 |
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] | |
[custom:DerivativeLiabilityMeasurementInputTerm] | 3 months |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative Liability, Measurement Input | 5.03 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative Liability, Measurement Input | 214 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
[custom:DerivativeLiabilityMeasurementInputTerm] | 2 years 3 months 3 days |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative Liability, Measurement Input | 5.55 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative Liability, Measurement Input | 248 |
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 |
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 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | |||
Outstanding shares, beginning | 854,177,778 | 734,177,778 | 210,177,778 |
Weighted average exercise price, beginning | $ 0.011 | $ 0.0012 | $ 0.018 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 9 months 3 days | 7 years 4 months 6 days | |
Stock options outstanding granted, shares | 684,000,000 | 120,000,000 | 524,000,000 |
Stock options weighted average exercise price outstanding granted balance | $ 0.001 | $ 0.0081 | $ 0.009 |
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 | ||
Outstanding shares, ending | 904,177,778 | 854,177,778 | 734,177,778 |
Weighted average exercise price, ending | $ 0.004 | $ 0.011 | $ 0.0012 |
Aggregate intrinsic value, Outstanding as of December 31, 2021 | $ 342,000 | $ 302,400 | |
Outstanding shares, Exercisable | 591,788,887 | 379,538,904 | |
Weighted average exercise price, exercisable | $ 0.006 | $ 0.013 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years | 6 years 5 months 1 day | |
Aggregate intrinsic value, exercisable | $ 200,667 | $ 109,200 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 04, 2023 | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 01, 2023 | Feb. 06, 2023 | Jan. 05, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 270,000 | $ 150,000 | $ 150,000 | $ 587,000 | ||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Lender [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 210,000 | |||||||||
Preferred Stock Series E [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Additional preferred shared purchased, shares | 550 | 620 | 550 | |||||||
Additional preferred shares purchased, amount | $ 55,000 | $ 62,000 | $ 55,000 | |||||||
Principal converted, amount | $ 12,300 | $ 11,700 | ||||||||
Principal converted, shares | 31,538,462 | 30,000,000 |