Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54817 | |
Entity Registrant Name | DIGITAL LOCATIONS, INC. | |
Entity Central Index Key | 0001407878 | |
Entity Tax Identification Number | 20-5451302 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1117 State Street | |
Entity Address, City or Town | Santa Barbara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93101 | |
City Area Code | (805) | |
Local Phone Number | 456-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 733,766,705 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 49,360 | $ 44,104 |
Total current assets | 49,360 | 44,104 |
Other assets: | ||
Deposits | 500 | 500 |
Intangible assets, net | 3,500 | 4,000 |
Total assets | 53,360 | 48,604 |
Current liabilities: | ||
Accounts payable | 132,993 | 124,342 |
Accrued expenses and other current liabilities | 1,230 | 937 |
Accrued interest, notes payable | 101,457 | 78,654 |
Derivative liabilities | 8,244,819 | 2,166,112 |
Convertible note payable, in default | 29,500 | 29,500 |
Total current liabilities | 9,009,409 | 2,657,539 |
Long-term liabilities – convertible notes payable, net of discount of $551,479 and $400,876, at March 31, 2024 and December 31, 2023, respectively | 648,960 | 599,124 |
Total liabilities | 9,658,369 | 3,256,663 |
Stockholders’ deficit: | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 733,766,705 shares issued and outstanding at March 31, 2024 and December 31, 2023 | 733,767 | 733,767 |
Additional paid-in capital | 45,380,367 | 45,021,818 |
Accumulated deficit | (61,643,243) | (54,887,744) |
Total stockholders’ deficit | (15,529,109) | (9,132,159) |
Total liabilities, mezzanine and stockholders’ deficit | 53,360 | 48,604 |
Series B Preferred Stock [Member] | ||
Mezzanine: | ||
Temporary equity, value | 1,424,100 | 1,424,100 |
Series E Preferred Stock [Member] | ||
Mezzanine: | ||
Temporary equity, value | 4,500,000 | 4,500,000 |
Related Party [Member] | ||
Current liabilities: | ||
Convertible notes payable | 58,600 | 58,600 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Convertible notes payable | $ 440,810 | $ 199,394 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Convertible notes payable, related parties, in default | $ 25,980 | $ 25,980 |
Convertiable notes payable, net of discount, current | 424,606 | 661,190 |
Convertiable notes payable, net of discount, non current | $ 551,479 | $ 400,876 |
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 100 | $ 100 |
Temporary equity, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 733,766,705 | 733,766,705 |
Common stock, shares outstanding | 733,766,705 | 733,766,705 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Temporary equity, shares issued | 14,241 | 14,241 |
Temporary equity, shares outstanding | 14,241 | 14,241 |
Preferred Stock [Member] | Series E Preferred Stock [Member] | ||
Temporary equity, shares issued | 45,000 | 45,000 |
Temporary equity, shares outstanding | 45,000 | 45,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 4,972 | |
Operating expenses: | ||
General and administrative | 836,596 | 937,860 |
Depreciation and amortization | 500 | 500 |
Total operating expenses | 837,096 | 938,360 |
Loss from operations | (837,096) | (933,388) |
Other income (expense): | ||
Interest expense | (1,449,100) | (75,881) |
Gain (loss) on change in derivative liabilities | (4,469,303) | 1,202,921 |
Total other income (expense) | (5,918,403) | 1,127,040 |
Income before income taxes | (6,755,499) | 193,652 |
Provision for income taxes | ||
Net income (loss) | $ (6,755,499) | $ 193,652 |
Weighted average number of common shares outstanding: | ||
Basic | 733,766,705 | 631,933,083 |
Diluted | 733,766,705 | 4,550,396,166 |
Net income (loss) per common share: | ||
Basic | $ (0.01) | $ 0 |
Diluted | $ (0.01) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | $ 604,150 | $ 42,196,857 | $ (50,164,550) | $ (7,363,543) |
Temporary equity, balance, shares at Dec. 31, 2022 | 14,241 | 40,600 | ||||
Temporary equity, balance, value at Dec. 31, 2022 | $ 1,424,100 | $ 4,060,000 | ||||
Balance, shares at Dec. 31, 2022 | 604,150,321 | |||||
Vesting of consultant stock options | 745,448 | 745,448 | ||||
Net income | 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 | |||||
Issuance of Series E preferred stock for cash | $ 172,000 | |||||
Issuance of Series E preferred stock for cash, shares | 1,720 | |||||
Settlement of derivative liabilities | 30,758 | 30,758 | ||||
Balance at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | $ 733,767 | 42,884,417 | (49,970,898) | (6,352,714) |
Temporary equity, balance, shares at Mar. 31, 2023 | 14,241 | 42,320 | ||||
Temporary equity, balance, value at Mar. 31, 2023 | $ 1,424,100 | $ 4,232,000 | ||||
Balance, shares at Mar. 31, 2023 | 733,766,705 | |||||
Balance at Dec. 31, 2023 | $ 1,424,100 | $ 4,500,000 | $ 733,767 | 45,021,818 | (54,887,744) | (9,132,159) |
Temporary equity, balance, shares at Dec. 31, 2023 | 14,241 | 45,000 | ||||
Temporary equity, balance, value at Dec. 31, 2023 | $ 1,424,100 | $ 4,500,000 | ||||
Balance, shares at Dec. 31, 2023 | 733,766,705 | |||||
Vesting of consultant stock options | 358,549 | 358,549 | ||||
Net income | (6,755,499) | (6,755,499) | ||||
Balance at Mar. 31, 2024 | $ 1,424,100 | $ 4,500,000 | $ 733,767 | $ 45,380,367 | $ (61,643,244) | $ (15,529,109) |
Temporary equity, balance, shares at Mar. 31, 2024 | 14,241 | 45,000 | ||||
Temporary equity, balance, value at Mar. 31, 2024 | $ 1,424,100 | $ 4,500,000 | ||||
Balance, shares at Mar. 31, 2024 | 733,766,705 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net income | $ (6,755,499) | $ 193,652 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 500 | 500 | |
Amortization of debt discount to interest expense | 291,252 | 72,122 | |
Financing fees | 1,134,404 | ||
Gain (loss) on change in derivative liabilities | 4,469,303 | (1,202,921) | |
Stock option compensation | 358,549 | 745,448 | |
Increase (decrease) in: | |||
Accounts payable | 8,651 | 8,868 | |
Accrued expenses | 293 | (506) | |
Accrued interest, notes payable | 22,803 | 2,625 | |
Net cash used in operating activities | (469,744) | (180,212) | |
Cash flows from investing activities: | |||
Cash flows from financing activities: | |||
Proceeds from convertible notes payable | 475,000 | ||
Proceeds from the issuance of Series E preferred stock | 172,000 | ||
Net cash provided by financing activities | 475,000 | 172,000 | |
Net increase (decrease) in cash | 5,256 | (8,212) | |
Cash, beginning of period | 44,104 | 31,113 | $ 31,113 |
Cash, end of period | 49,360 | 22,901 | $ 44,104 |
Supplemental Disclosure: | |||
Cash paid for income taxes | |||
Cash paid for interest | |||
Non-cash financing and investing activities: | |||
Common shares issued in conversion of debt | 40,971 | ||
Settlement of derivative liabilities | 30,758 | ||
Debt discount for derivative liabilities | $ 475,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023. 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 March 31, 2024, our current liabilities exceeded our current and total assets by $ 8,960,049 61,643,243 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 29, 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 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/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 three months ended March 31, 2024, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Derivative liabilities as of December 31, 2023 $ 2,166,112 Addition to liabilities for new debt/shares issued 1,609,404 Change in fair value 4,469,303 Derivative liabilities as of March 31, 2024 $ 8,244,819 The significant assumptions used in the valuation of the derivative liabilities as of and during the three months ending March 31, 2024 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.34 1.76 Risk free interest rates 4.59 5.42 % Expected volatility 222 265 % 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 March 31, 2024 and December 31, 2023, 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, 2023 and March 31, 2024, 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, 2023: Derivative liabilities $ 2,166,112 $ - $ - $ 2,166,112 Total liabilities measured at fair value $ 2,166,112 $ - $ - $ 2,166,112 March 31, 2024: Derivative liabilities $ 8,244,819 $ - $ - $ 8,244,819 Total liabilities measured at fair value $ 8,244,819 $ - $ - $ 8,244,819 Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70 85 Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC Topics 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 three months ended March 31, 2024 and 2023, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2024 and 2023, 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 Three Months Ended Basic weighted average number of shares 631,933,083 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,821,333,333 Preferred stock 2,821,333,333 Convertible notes payable 147,729,750 Diluted weighted average number of shares 4,550,396,166 For the three months ended March 31, 2024, 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 Ended Series B preferred stock 949,400,000 Series E preferred stock 3,000,000,000 Convertible notes payable 3,422,437,045 Total 7,371,837,045 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 three months ended March 31, 2024 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 3. CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – $29,500 in Default On March 14, 2013, we entered into an agreement to issue a 5 29,500 1.50 29,500 March 14, 2015 Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5 58,600 2.00 57,050 25,980 December 31, 2014 32,620 Convertible Notes Payable of $440,810 On June 20, 2023, the Company entered into a 10 135,000 June 20, 2024 10 500,000 135,000 500,000 365,000 500,000 The maturity date of the convertible note is July 31, 2024 and the note is convertible at the lesser of (a) $0.002 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock 0 174,456 325,544 500,000 17,566 139,082 186,462 500,000 30,032 On November 6, 2023, the Company entered into a 10 500,000 42,000 500,000 85,000 373,000 The maturity date of the convertible note is November 6, 2024 and the note is convertible at the lesser of (a) $0.001 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock 0 10,460 102,062 127,000 1,215 97,025 378,037 500,000 9,481 On March 12, 2024, the Company entered into a 10 500,000 102,000 500,000 The maturity date of the convertible note is March 12, 2025 and the note is convertible at the lesser of (a) $0.001 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock 0 5,310 96,690 102,000 0 |
LONG-TERM CONVERTIBLE NOTES PAY
LONG-TERM CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM CONVERTIBLE NOTES PAYABLE | 4. LONG-TERM CONVERTIBLE NOTES PAYABLE On January 7, 2021, the Company issued two long-term convertible notes payable, each in the principal amount of $ 500,000 0.39 January 7, 2026 0 1,000,000 199,890 400,876 1,000,000 599,124 11,689 49,836 351,041 1,000,000 648,960 12,662 At any time after December 31, 2021, each month, each holder of the notes may convert the principal amount of the note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $ 0.013 4.99 |
MEZZANINE
MEZZANINE | 3 Months Ended |
Mar. 31, 2024 | |
Mezzanine | |
MEZZANINE | 5. MEZZANINE Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 0.001 The total face value of this entire series is three million dollars ($ 3,000,000 100 0.0015 0.0015 During the three months ended March 31, 2024 and 2023, the holder did not convert any shares of Series B Preferred Stock into shares of the Company’s common stock. As of March 31, 2024 and December 31, 2023, the Company had 14,241 1,424,100 1,615,362 264,530 The holders of outstanding shares of the Series B Preferred Stock (the “Series B Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $ 100 Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 0.001 100 0.0015 On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 100 34,900 2,617,690 826,566 45,740 10 As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031 no 1,720 172,000 45,000 4,500,000 The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Series E Preferred Stock and common stock, on an as-if-converted basis with respect to the Series E Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $ 100 If the assets to be distributed to holders of the Series E Preferred Stock are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder. Each share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $ 0.0015 In no event will holders of Series E Preferred Stock be entitled to convert any such shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99 Except as required by law, holder of Series E Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 6. STOCKHOLDERS’ DEFICIT As of March 31, 2024, the Company’s authorized stock consisted of 2,000,000,000 0.001 20,000,000 0.001 Common Stock As of March 31, 2024 and December 31, 2023, the Company had 733,766,705 During the three months ended March 31, 2024 no During the three months ended March 31, 2023, the Company issued a total of 129,616,384 38,750 2,221 30,750 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 7. STOCK OPTIONS As of March 31, 2024, the Board of Directors of the Company granted non-qualified stock options exercisable for a total of 904,177,778 The Company did no We recognized stock option compensation expense of $ 358,549 745,448 1,001,436 A summary of the Company’s stock options and warrants as of March 31, 2024, and changes during the three 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, 2023 904,177,778 $ 0.004 6.51 Granted - $ - Exercised - $ - Forfeited or expired - $ - Outstanding as of March 31, 2024 904,177,778 $ 0.004 6.27 $ 1,504,800 Exercisable as of March 31, 2024 722,733,325 $ 0.005 5.83 $ 1,133,122 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $ 0.0028 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $ 20,000 60,000 Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 36 84,000,000 14,000,000 0.0074 100 0.0006 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 5,000 15,000 30,000 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 0.0006 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 0.0006 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, 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 we further extended the lease arrangement for another twelve-month term 500 500 For the three months ended March 31, 2024 and 2023, the Company recognized total rental expense of $ 1,860 1,860 Research and Development Agreement On June 6, 2023, the Company engaged Florida International University (FIU) to perform the research necessary to develop technology that will enable high-speed Internet service to be delivered from satellites directly to smartphones. Under the agreement, the Company is to pay $ 500,000 125,000 500,000 250,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC Topic 855 and noted that subsequent to March 31, 2024 the Company received proceeds of $ 65,000 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Intangible Assets | Intangible Assets The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 |
Derivative Liabilities | 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/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 three months ended March 31, 2024, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Derivative liabilities as of December 31, 2023 $ 2,166,112 Addition to liabilities for new debt/shares issued 1,609,404 Change in fair value 4,469,303 Derivative liabilities as of March 31, 2024 $ 8,244,819 The significant assumptions used in the valuation of the derivative liabilities as of and during the three months ending March 31, 2024 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.34 1.76 Risk free interest rates 4.59 5.42 % Expected volatility 222 265 % |
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 March 31, 2024 and December 31, 2023, 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, 2023 and March 31, 2024, 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, 2023: Derivative liabilities $ 2,166,112 $ - $ - $ 2,166,112 Total liabilities measured at fair value $ 2,166,112 $ - $ - $ 2,166,112 March 31, 2024: Derivative liabilities $ 8,244,819 $ - $ - $ 8,244,819 Total liabilities measured at fair value $ 8,244,819 $ - $ - $ 8,244,819 |
Revenue Recognition | Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70 85 |
Lease Accounting | Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC Topics 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 months ended March 31, 2024 and 2023, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2024 and 2023, 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 Three Months Ended Basic weighted average number of shares 631,933,083 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,821,333,333 Preferred stock 2,821,333,333 Convertible notes payable 147,729,750 Diluted weighted average number of shares 4,550,396,166 For the three months ended March 31, 2024, 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 Ended Series B preferred stock 949,400,000 Series E preferred stock 3,000,000,000 Convertible notes payable 3,422,437,045 Total 7,371,837,045 |
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 three months ended March 31, 2024 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. |
Reclassifications | Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT | During the three months ended March 31, 2024, the Company had the following activity in its derivative liabilities account: SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT Derivative liabilities as of December 31, 2023 $ 2,166,112 Addition to liabilities for new debt/shares issued 1,609,404 Change in fair value 4,469,303 Derivative liabilities as of March 31, 2024 $ 8,244,819 |
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 three months ending March 31, 2024 are as follows: SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY Expected life 0.34 1.76 Risk free interest rates 4.59 5.42 % Expected volatility 222 265 % |
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, 2023: Derivative liabilities $ 2,166,112 $ - $ - $ 2,166,112 Total liabilities measured at fair value $ 2,166,112 $ - $ - $ 2,166,112 March 31, 2024: Derivative liabilities $ 8,244,819 $ - $ - $ 8,244,819 Total liabilities measured at fair value $ 8,244,819 $ - $ - $ 8,244,819 |
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 Three Months Ended Basic weighted average number of shares 631,933,083 Dilutive effect of: Series B preferred stock 949,400,000 Series E preferred stock 2,821,333,333 Preferred stock 2,821,333,333 Convertible notes payable 147,729,750 Diluted weighted average number of shares 4,550,396,166 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES | For the three months ended March 31, 2024, 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 Ended Series B preferred stock 949,400,000 Series E preferred stock 3,000,000,000 Convertible notes payable 3,422,437,045 Total 7,371,837,045 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION AND WARRANTS | A summary of the Company’s stock options and warrants as of March 31, 2024, and changes during the three 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, 2023 904,177,778 $ 0.004 6.51 Granted - $ - Exercised - $ - Forfeited or expired - $ - Outstanding as of March 31, 2024 904,177,778 $ 0.004 6.27 $ 1,504,800 Exercisable as of March 31, 2024 722,733,325 $ 0.005 5.83 $ 1,133,122 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Working capital deficit | $ 8,960,049 | |
Accumulated deficit | $ 61,643,243 | $ 54,887,744 |
SCHEDULE OF ACTIVITY IN DERIVAT
SCHEDULE OF ACTIVITY IN DERIVATIVE LIABILITIES ACCOUNT (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities as of December 31, 2023 | $ 2,166,112 |
Addition to liabilities for new debt/shares issued | 1,609,404 |
Change in fair value | 4,469,303 |
Derivative liabilities as of March 31, 2024 | $ 8,244,819 |
SCHEDULE OF SIGNIFICANT ASSUMPT
SCHEDULE OF SIGNIFICANT ASSUMPTIONS USED IN VALUATION OF DERIVATIVE LIABILITY (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input, Expected life | 4 months 2 days |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 4.59 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 222 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input, Expected life | 1 year 9 months 3 days |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 5.42 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input | 265 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liabilities | $ 8,244,819 | $ 2,166,112 |
Total liabilities measured at fair value | 8,244,819 | 2,166,112 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liabilities | 8,244,819 | 2,166,112 |
Total liabilities measured at fair value | $ 8,244,819 | $ 2,166,112 |
SCHEDULE OF BASIC WEIGHTED AVER
SCHEDULE OF BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic weighted average number of shares | 733,766,705 | 631,933,083 |
Convertible notes payable | 147,729,750 | |
Diluted weighted average number of shares | 733,766,705 | 4,550,396,166 |
Series B Preferred Stock [Member] | ||
Preferred stock | 949,400,000 | |
Series E Preferred Stock [Member] | ||
Preferred stock | 2,821,333,333 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ON POTENTIAL DILUTIVE SECURITIES (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 7,371,837,045 |
Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 949,400,000 |
Series E Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 3,000,000,000 |
Convertible Notes Payable [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 3,422,437,045 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of revenue | 70% |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of revenue | 85% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 12, 2024 | Nov. 06, 2023 | Jul. 31, 2023 | Jun. 20, 2023 | Mar. 14, 2013 | Dec. 31, 2012 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||||
Convertible long term notes payable | $ 648,960 | $ 599,124 | |||||||
Amortization debt discount | 291,252 | $ 72,122 | |||||||
Debt discount | 424,606 | 661,190 | |||||||
Convertible Promissory Note - $29,500 in Default [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 5% | ||||||||
Principal amount | $ 29,500 | ||||||||
Conversion price | $ 1.50 | ||||||||
Convertible notes payable | 29,500 | 29,500 | |||||||
Maturity date | Mar. 14, 2015 | ||||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | Note One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 25,980 | 25,980 | |||||||
Maturity date | Dec. 31, 2014 | ||||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | Second Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 32,620 | 32,620 | |||||||
Convertible Promissory Notes - Related Parties of $58,600 [Member] | 2 Employees [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 5% | ||||||||
Conversion price | $ 2 | ||||||||
Convertible notes payable | $ 58,600 | ||||||||
Debt discount | $ 57,050 | ||||||||
Convertible Notes Payable of $440,810 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 10% | 10% | |||||||
Principal amount | $ 500,000 | $ 135,000 | 500,000 | 500,000 | |||||
Maturity date | Jun. 20, 2024 | ||||||||
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 | ||||||||
Convertible long term notes payable | $ 0 | ||||||||
Amortization debt discount | 139,082 | 174,456 | |||||||
Debt discount | 186,462 | 325,544 | |||||||
Accrued interest | 30,032 | 17,566 | |||||||
Convertible Notes Payable of $440,810 [Member] | New Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable | 135,000 | ||||||||
Convertible Notes Payable of $440,810 [Member] | Lender [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 500,000 | 365,000 | |||||||
Principal payment | 500,000 | ||||||||
Convertible Notes Payables of $440,810 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 10% | ||||||||
Principal amount | $ 500,000 | 500,000 | 127,000 | ||||||
Convertible notes payable | $ 42,000 | ||||||||
Debt instrument, convertible, terms of conversion feature | The maturity date of the convertible note is November 6, 2024 and the note is convertible at the lesser of (a) $0.001 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 | ||||||||
Convertible long term notes payable | $ 0 | ||||||||
Amortization debt discount | 97,025 | 10,460 | |||||||
Debt discount | 378,037 | 102,062 | |||||||
Accrued interest | 9,481 | 1,215 | |||||||
Convertible Notes Payables of $440,810 [Member] | Lender [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 373,000 | $ 85,000 | |||||||
Convertible Note Payable of $440,810 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 10% | ||||||||
Principal amount | $ 500,000 | 102,000 | |||||||
Convertible notes payable | $ 102,000 | ||||||||
Debt instrument, convertible, terms of conversion feature | The maturity date of the convertible note is March 12, 2025 and the note is convertible at the lesser of (a) $0.001 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 | ||||||||
Convertible long term notes payable | $ 0 | ||||||||
Amortization debt discount | 5,310 | ||||||||
Debt discount | 96,690 | ||||||||
Accrued interest | $ 0 |
LONG-TERM CONVERTIBLE NOTES P_2
LONG-TERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 07, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||
Long term liabilities | $ 648,960 | $ 599,124 | ||
Long-term debt discount | 551,479 | 400,876 | ||
Amortization of the discount | 291,252 | $ 72,122 | ||
Two Long-term Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 500,000 | |||
Interest rate | 0.39% | |||
Debt instrument, maturity date | Jan. 07, 2026 | |||
Long term liabilities | $ 0 | 648,960 | 599,124 | |
Long-term debt discount | $ 1,000,000 | 351,041 | 400,876 | |
Amortization of the discount | 49,836 | 199,890 | ||
Principal balance | 1,000,000 | 1,000,000 | ||
Accrued interest | $ 11,689 | |||
Accrued interest | $ 12,662 | |||
Debt instrument, convertible, terms of conversion feature | At any time after December 31, 2021, each month, each holder of the notes may convert the principal amount of the 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 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 note is outstanding. The conversion feature of the notes have been recorded as derivative liabilities (see Note 2) | |||
Conversion price | $ 0.013 | |||
Percentage of shares issued and outstanding | 4.99% |
MEZZANINE (Details Narrative)
MEZZANINE (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Apr. 02, 2021 | Mar. 02, 2016 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | |
Temporary equity stated value | $ 100 | $ 100 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 100 | ||||||
Number of shares issued, value | $ 3,000,000 | ||||||
Fixed conversion price | $ 0.0015 | $ 0.0015 | |||||
Temporary equity, value | $ 1,424,100 | $ 1,424,100 | |||||
Redemption of shares | 1,615,362 | ||||||
Accrued interest | $ 264,530 | ||||||
Surplus of each preferred stock | $ 100 | ||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Temporary equity, shares outstanding | 14,241 | 14,241 | 14,241 | 14,241 | |||
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 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Fixed conversion price | 0.0015 | ||||||
Temporary equity, value | $ 4,500,000 | $ 4,500,000 | |||||
Surplus of each preferred stock | $ 100 | ||||||
Temporary equity stated value | $ 100 | ||||||
Beneficial ownership maximum percentage | 4.99% | ||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Number of shares issued, value | $ 172,000 | ||||||
Series E Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Temporary equity, shares outstanding | 45,000 | 42,320 | 45,000 | 40,600 | |||
Series E Preferred Stock [Member] | Accredited Investor [Member] | |||||||
Number of shares issued | 0 | 1,720 | |||||
Series E Preferred Stock [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | |||||||
Redemption of shares | 34,900 | ||||||
Accrued interest | $ 826,566 | ||||||
Number of shares issued | 45,000 | ||||||
Share issued price per share | $ 100 | ||||||
Principal amount | $ 2,617,690 | ||||||
Legal fees | $ 45,740 | ||||||
Debt instrument, interest rate | 10% | ||||||
Description of security purchase agreement | As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Temporary equity, shares authorized | 20,000,000 | 20,000,000 | |
Temporary equity, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 733,766,705 | 733,766,705 | |
Common stock, shares outstanding | 733,766,705 | 733,766,705 | |
Number of shares issued, value | $ 40,971 | ||
Settlement of derivative liabilities | $ 30,758 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued | 0 | ||
Issuance of common stock conversion | 129,616,384 | ||
Number of shares issued, value | $ 129,617 | ||
Common Stock [Member] | Convertible Notes Payable [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Issuance of common stock conversion | 129,616,384 | ||
Number of shares issued, value | $ 38,750 | ||
Accrued interest payable | 2,221 | ||
Settlement of derivative liabilities | $ 30,750 |
SCHEDULE OF STOCK OPTION AND WA
SCHEDULE OF STOCK OPTION AND WARRANTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock options outstanding beginning balance, shares | 904,177,778 | |
Stock options weighted average exercise price outstanding beginning balance | $ 0.004 | |
Stock options outstanding, weighted average remaining contractual term | 6 years 3 months 7 days | 6 years 6 months 3 days |
Stock options outstanding granted, shares | ||
Stock options weighted average exercise price outstanding granted | ||
Stock options outstanding exercised, shares | ||
Stock options weighted average exercise price outstanding exercised | ||
Stock options outstanding forfeited or expired, shares | ||
Stock options weighted average exercise price outstanding forfeited or expired | ||
Stock options outstanding ending balance, shares | 904,177,778 | 904,177,778 |
Stock options weighted average exercise price outstanding ending balance | $ 0.004 | $ 0.004 |
Stock options aggregate intrinsic value outstanding ending balance | $ 1,504,800 | |
Stock options exercisable ending balance, shares | 722,733,325 | |
Stock options weighted average exercise price exercisable ending balance | $ 0.005 | |
Stock options exercisable, weighted average remaining contractual term | 5 years 9 months 29 days | |
Stock options aggregate intrinsic value exercisable ending balance | $ 1,133,122 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares granted | 722,733,325 | |
Stock options issued during the period | 0 | 0 |
Compensation expense | $ 358,549 | $ 745,448 |
Unrecognized compensation expense | $ 1,001,436 | |
Aggregate intrinsic value for price shares | $ 0.0028 | |
Officer, Directors and Consultants [Member] | ||
Shares granted | 904,177,778 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Aug. 01, 2023 | Feb. 08, 2022 | Dec. 01, 2021 | Dec. 22, 2020 | Nov. 01, 2016 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Options exercisable, exercise price | $ 0.005 | |||||||
Reduced exercise price, options | $ 0.0006 | |||||||
Stock options to purchase common stock | 205,000,000 | |||||||
Shares vesting rights, description | 1/36th per month | 1/36th per month | ||||||
Shares vesting exercise price | $ 0.0081 | $ 0.017 | ||||||
William E. Beifuss, Jr. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares granted | 25,000,000 | |||||||
Reduced exercise price, options | 0.0006 | |||||||
Stock options to purchase common stock | 75,000,000 | |||||||
Byron Elton [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares granted | 5,000,000 | |||||||
Reduced exercise price, options | $ 0.0006 | |||||||
Consultant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options to purchase common stock | 45,000,000 | |||||||
Written Consulting Agreement [Member] | William E. Beifuss, Jr. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Compensation expense | $ 5,000 | $ 10,000 | ||||||
Accrued compensation expense | $ 15,000 | $ 30,000 | ||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Compensation expense | $ 20,000 | |||||||
Accrued compensation expense | $ 60,000 | $ 60,000 | ||||||
Shares granted | 504,000,000 | |||||||
Shares granted vesting period | 36 months | |||||||
Options exercisable, exercise price | $ 0.0074 | |||||||
Shares vested 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] | ||||||||
Shares vested | 84,000,000 | |||||||
Chief Executive Officer [Member] | Independent Contractor Agreement [Member] | ShareBased Compensation Award in Month 7 Through the End of Month 36 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares vested | 14,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Jan. 01, 2024 | Jun. 06, 2023 | Mar. 31, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Lease term | 12 months | ||||||||
Lease term | we further extended the lease arrangement for another twelve-month term | ||||||||
Security deposit | $ 500 | ||||||||
Lease payment | $ 500 | ||||||||
Lease expense | $ 1,860 | $ 1,860 | |||||||
Research And Development Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Research and development expense | $ 500,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Proceeds from convertible promissory note | $ 475,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from convertible promissory note | $ 65,000 | ||
Consideration in amount | $ 500,000 |