SMC Entertainment (SMCE) 10-Q 8 Mar 24 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Mar. 06, 2024
Cover [Abstract]
Entity Registrant Name	SMC Entertainment, Inc.
Entity Central Index Key	0001497230
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		1,315,960,743
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56558
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	59170 Glades
Entity Address Address Line 2	Road Suite 150
Entity Address City Or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33434
City Area Code	360
Local Phone Number	820-5973
Security 12b Title	Common
Trading Symbol	SMCE
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 41,091	$ 2,350
Receivable	300,000	300,000
Prepaids and other current assets	0	6,000
Total Current Assets	341,091	308,350
Goodwill	64,194	0
Total Assets	405,285	308,350
Current Liabilities:
Accounts payable and accrued liabilities	94,882	30,044
Accrued compensation	1,206,835	926,835
Due to related parties	20,625	15,625
Convertible notes and accrued interest	1,205,924	1,154,805
Derivative liability	652,815	536,399
Total Current Liabilities	3,181,081	2,663,708
Total Liabilities	3,181,081	2,663,708
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 and 962,535,830 shares issued and outstanding, respectively	1,162,061	962,536
Discount for series B Preferred stock	(24,967,500)	0
Common stock to be issued	16,900	23,500
Additional paid-in capital	12,801,795	12,657,620
Accumulated deficit	(16,790,042)	(16,000,004)
Total Stockholders' Deficit	(2,775,796)	(2,355,358)
Total Liabilities and Stockholders' Deficit	405,285	308,350
Series B Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	25,000,000	0
Series A Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	$ 990	$ 990

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,162,060,743	962,535,830
Common stock, shares outstanding	1,162,060,743	962,535,830
Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	989,626	989,626
Preferred stock, shares outstanding	989,626	989,626
Series B Preferred Stock [Member]
Preferred stock, shares par value	$ 10	$ 10
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	2,500,000	0
Preferred stock, shares outstanding	2,500,000	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses:
General and administrative	$ 92,575	$ 51,665	$ 134,850	$ 160,107
Compensation expense - related party	144,050	145,675	288,400	2,668,475
Total operating expenses	236,625	197,340	423,250	2,828,582
Loss from operations	(236,625)	(197,340)	(423,250)	(2,828,582)
Other income (expense):
Interest expense	(5,470)	(16,899)	(13,426)	(39,840)
Gain on conversion	7,638	0	7,638	0
Loss on conversion	(57,500)	0	(57,500)	0
Change in fair value of derivative	(67,174)	(293,457)	(303,500)	1,141,945
Total Other (Expense) Income	(122,506)	(310,356)	(366,788)	1,102,105
Net Loss	$ (359,131)	$ (507,696)	$ (790,038)	$ (1,726,477)
Net loss per share - basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding, basic and diluted	1,049,261,042	913,606,288	1,028,336,529	912,189,115

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital	Discount to Preferred stock [Member]	Common Stock to Be Issued [Member]	Retained Earnings (Accumulated Deficit)	Preferred Stock Series B [Member]	Preferred Stock Series A [Member]
Balance, shares at Dec. 31, 2021		722,126,974						989,626
Balance, amount at Dec. 31, 2021	$ (3,775,078)	$ 722,127	$ 10,203,064		$ 68,450	$ (14,769,709)		$ 990
Common stock issued for conversion of debt, shares		72,000,000
Common stock issued for conversion of debt, amount	131,040	$ 72,000	59,040		0	0		0
Common stock issued for services - related party, shares		175,000,000
Common stock issued for services - related party, amount	2,387,800	$ 175,000	2,187,500		25,300	0		0
Common stock issued for services, shares		3,193,830
Common stock issued for services, amount	27,100	$ 3,194	23,906		0	0		0
Common stock cancelled, shares		(43,000,000)
Common stock cancelled, amount	0	$ (43,000)	43,000		0	0		0
Net loss	(1,218,781)	$ 0	0		0	(1,218,781)		$ 0
Balance, shares at Mar. 31, 2022		929,320,804						989,626
Balance, amount at Mar. 31, 2022	(2,447,919)	$ 929,321	12,516,510		93,750	(15,988,490)		$ 990
Balance, shares at Dec. 31, 2021		722,126,974						989,626
Balance, amount at Dec. 31, 2021	(3,775,078)	$ 722,127	10,203,064		68,450	(14,769,709)		$ 990
Net loss	(1,726,477)
Balance, shares at Jun. 30, 2022		934,846,258						989,626
Balance, amount at Jun. 30, 2022	(2,919,540)	$ 934,846	12,536,385		104,425	(17,207,271)		$ 990
Balance, shares at Mar. 31, 2022		929,320,804						989,626
Balance, amount at Mar. 31, 2022	(2,447,919)	$ 929,321	12,516,510		93,750	(15,988,490)		$ 990
Common stock issued for services, shares		5,525,454
Common stock issued for services, amount	25,400	$ 5,525	19,875		0	0		0
Net loss	(507,696)	0	0		0	(507,696)		0
Common stock issued for services - related party	10,675	$ 0	0		10,675	0		$ 0
Balance, shares at Jun. 30, 2022		934,846,258						989,626
Balance, amount at Jun. 30, 2022	(2,919,540)	$ 934,846	12,536,385		104,425	(17,207,271)		$ 990
Balance, shares at Dec. 31, 2022		962,535,830						989,626
Balance, amount at Dec. 31, 2022	(2,355,358)	$ 962,536	12,657,620	$ 0	23,500	(16,000,004)	$ 0	$ 990
Common stock issued for conversion of debt, shares		63,000,000
Common stock issued for conversion of debt, amount	151,200	$ 63,000	88,200	0	0	0	0	0
Common stock issued for services, shares		17,206,731
Common stock issued for services, amount	15,000	$ 17,207	12,793	0	(15,000)	0	0	0
Net loss	(430,907)	0	0	0	0	(430,907)	0	0
Common stock issued for services - related party	4,350	$ 0	0	0	4,350	0	0	$ 0
Balance, shares at Mar. 31, 2023		1,042,742,561						989,626
Balance, amount at Mar. 31, 2023	(2,615,715)	$ 1,042,743	12,758,613	0	12,850	(16,430,911)	0	$ 990
Balance, shares at Dec. 31, 2022		962,535,830						989,626
Balance, amount at Dec. 31, 2022	(2,355,358)	$ 962,536	12,657,620	0	23,500	(16,000,004)	$ 0	$ 990
Net loss	(790,038)
Balance, shares at Jun. 30, 2023		1,162,060,743					2,500,000	989,626
Balance, amount at Jun. 30, 2023	(2,775,796)	$ 1,162,061	12,801,795	(24,967,500)	16,900	(16,790,042)	$ 25,000,000	$ 990
Balance, shares at Mar. 31, 2023		1,042,742,561						989,626
Balance, amount at Mar. 31, 2023	(2,615,715)	$ 1,042,743	12,758,613	0	12,850	(16,430,911)	0	$ 990
Common stock issued for conversion of debt, shares		100,000,000
Common stock issued for conversion of debt, amount	140,000	$ 100,000	40,000	0	0	0	0	0
Common stock issued for services, shares		19,318,182
Common stock issued for services, amount	22,500	$ 19,318	3,182	0	0	0	0	0
Net loss	(359,131)	0	0	0	0	(359,131)	0	0
Common stock issued for services - related party	4,050	0	0	0	4,050	0	$ 0	0
Preferred stock issued for acquisition, shares							2,500,000
Preferred stock issued for acquisition, amount	32,500	$ 0	0	24,967,500	0	0	$ 25,000,000	$ 0
Balance, shares at Jun. 30, 2023		1,162,060,743					2,500,000	989,626
Balance, amount at Jun. 30, 2023	$ (2,775,796)	$ 1,162,061	$ 12,801,795	$ (24,967,500)	$ 16,900	$ (16,790,042)	$ 25,000,000	$ 990

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Net loss	$ (790,038)	$ (1,726,477)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services - related party	8,400	2,398,475
Common stock issued for services	37,500	52,500
Change in fair value of derivative	303,500	(1,141,944)
Gain on conversion	(7,638)	0
Loss on conversion	57,500	0
Debt discount	0	4,600
Changes in operating assets and liabilities:
Prepaids	6,000	(6,000)
Accounts payable and accrued liabilities	24,254	0
Accrued interest	9,338	35,240
Accrued compensation - related party	280,000	221,960
Net cash used in operating activities	(71,184)	(161,646)
Cash Flows from Investing Activities:	0	0
Cash Flows from Financing Activities:
Cash overdraft assumed with acquisition	(425)	0
Proceeds from loan - related party	5,000	0
Proceeds from loans	105,350	168,006
Net cash provided by financing activities	109,925	168,006
Net change in cash	38,741	6,360
Cash at beginning of period	2,350	3,445
Cash at end of period	41,091	9,805
Supplemental schedule of cash flow information:
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

DESCRIPTION OF BUSINESS AND HIS

DESCRIPTION OF BUSINESS AND HISTORY	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND HISTORY
DESCRIPTION OF BUSINESS AND HISTORY	NOTE 1 — DESCRIPTION OF BUSINESS AND HISTORY SMC Entertainment, Inc. (the “Company” or “SMC”) was incorporated in the State of Nevada on January 23, 1998, under the name of Professional Recovery Systems, Ltd. On April 21, 2023, the Company completed its acquisition of AI-enabled wealth management technology platform provider, Fyniti Global Equities EBT Inc. (“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock. Fyniti, (www.fyniti.com, www.fynitiiq.com) is a Fintech developer and provider of technology that combines Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading (“EBT”) technology.

SUMMARY OF SIGNIFICANT POLICIES

SUMMARY OF SIGNIFICANT POLICIES	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND HISTORY
SUMMARY OF SIGNIFICANT POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT POLICIES Basis of presentation The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2022. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates include the fair value for derivatives. Actual results could differ from those estimates. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates include the fair value for derivatives. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable amates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 652,815 Total $ — $ — $ 652,815 The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 536,399 Total $ — $ — $ 536,399 Recently issued accounting pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2023
GOING CONCERN
GOING CONCERN	NOTE 3 — GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

MATERIAL TRANSACTION

MATERIAL TRANSACTION	6 Months Ended
	Jun. 30, 2023
MATERIAL TRANSACTION
MATERIAL TRANSACTION	NOTE 4 — MATERIAL TRANSACTION On December 12, 2022, the Company entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”), that effectively terminated its Stock Purchase Agreement, that was executed on November 18, 2021. Per the terms of the Agreement GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to be paid within 21 days and the balance within 60 days. As certain requirements to complete the acquisition were never completed, there was never a formal closing and the financial statements of the Company were never consolidated, the transaction has been unwound and is not reflected in the financial statements of the Company.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	6 Months Ended
	Jun. 30, 2023
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE	NOTE 5 — CONVERTIBLE NOTES PAYABLE On January 12, 2022, Kanno entered into a Debt Purchases and Assignment Agreement with Mammoth Corporation, whereby Kanno assigned the remaining principal balance of $399,046, from its note originally issued on February 3, 2018, to Mammoth. No accrued interest was assigned. On January 21, 2022, the Company issued a Convertible Promissory Note to Mammoth Corporation in the amount of $550,000. The Note will be funded in tranches, with the initial tranche of $110,400, net of $4,600 OID and fees, paid on February 1, 2022. Interest will not accrue on the note, unless an uncured default occurs. A summary of all the Company’s convertible loans is as follows. Date Issued Maturity Date Rate Balance 12/31/2022 Additions Conversions/ Payments Balance 6/30/2023 Conv Terms FV Investments 5/27/2016 5/27/2017 12% $ 16,596 $ — $ — $ 16,596 $ 0.001 FV Investments 3/14/2017 3/14/2018 12% $ 15,000 $ — $ — $ 15,000 $ 0.001 Christopher Whitcomb 7/7/2016 7/7/2017 18% $ 2,393 $ — $ — $ 2,393 (1) Christopher Whitcomb 1/25/2017 1/25/2018 18% $ 29,050 $ — $ — $ 29,050 (1) Christopher Whitcomb 5/30/2017 5/30/2018 18% $ 32,640 $ — $ — $ 32,640 (1) Kanno Group Holdings ll Ltd 10/1/2019 10/1/2020 n/a $ 42,601 $ — $ — $ 42,601 $ 0.00466 Kanno Group Holdings ll Ltd 1/6/2020 1/6/2021 n/a $ 14,977 $ — $ — $ 14,977 $ 0.00615 Kanno Group Holdings ll Ltd 6/30/2020 6/30/2021 n/a $ 7,732 $ — $ — $ 7,732 $ 0.00615 Kanno Group Holdings ll Ltd 12/31/2020 12/31/2021 n/a $ 9,527 $ — $ — $ 9,527 $ 0.00185 Kanno Group Holdings ll Ltd 3/31/2021 3/31/2022 n/a $ 5,112 $ — $ — $ 5,112 $ 0.00628 Kanno Group Holdings ll Ltd 7/24/2021 7/24/2022 n/a $ 5,406 $ — $ — $ 5,406 $ 0.00603 Kanno Group Holdings ll Ltd 11/1/2021 11/1/2022 n/a $ 2,828 $ — $ — $ 2,828 $ 0.00544 Kanno Group Holdings ll Ltd 12/31/2021 12/31/2022 n/a $ 37,391 $ — $ — $ 37,391 $ 0.00509 Mammoth Corporation 1/12/2022 1/12/2023 n/a $ 268,366 $ — $ — $ 268,366 (3) Mammoth Corporation 1/21/2022 1/21/2023 $ 115,000 $ — $ — $ 115,000 (4) Kanno Group Holdings ll Ltd 3/31/2022 3/31/2023 n/a $ 7,606 $ — $ — $ 7,606 $ 0.00222 Kanno Group Holdings ll Ltd 4/25/2022 4/25/2023 n/a $ 50,000 $ — $ — $ 50,000 $ 0.00206 Kanno Group Holdings ll Ltd 7/12/2022 7/12/2023 n/a $ 2,388 $ — $ — $ 2,388 $ 0.00163 Kanno Group Holdings ll Ltd - 11/3/2022 11/3/2023 n/a $ 11,357 $ — $ — $ 11,357 $ 0.00167 Kanno Group Holdings ll Ltd - 12/31/2022 12/31/2023 n/a $ 6,407 $ — $ — $ 6,407 $ 0.00096 Kanno Group Holdings ll Ltd - 3/31/2023 3/31/2024 n/a $ — $ 13,312 $ — $ 13,312 $ 0.00054 Kanno Group Holdings ll Ltd - 6/30/2023 6/30/2024 n/a $ — $ 89,038 $ — $ 89,038 $ 0.00084 $ 682,377 $ 102,350 $ — $ 784,727 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 338,079 $ $ (24,255) $ 313,824 (5) (1) 75% discount to the lowest closing price within the 60 previous trading sessions. (2) Note was assigned to Mammoth Corporation (3) Conversion rate depends on what part of the loan and when the conversion occurs. (4) 50% of market price. (5) During the six months ended June 30, 2023, Kanno Group Holdings converted $24,255 of accrued interest into 63,000,000 shares of common stock. A summary of the activity of the derivative liability for the notes above and for amounts due under the consulting agreements with Mr. Hughes and Mr. Blum (Note 8) is as follows: Balance at December 31, 2021 $ 2,215,981 Derivative (gain) due to mark to market adjustment (1,679,582 ) Balance at December 31, 2022 $ 536,399 Decrease to derivative due to conversion (187,085 ) Derivative loss due to mark to market adjustment 303,500 Balance at June 30, 2023 $ 652,814 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023 is as follows: Inputs June 30, 2023 Initial Valuation Stock price $ 0.0013 $ 0.006 – 0.0115 Conversion price $ 0.0007 - 0.0012 $ 0.0016 – 0.0098 Volatility (annual) 152.41 % 163.53% - 214.94% Risk-free rate 5.439 % 0.39% - 1.55% Dividend rate — — Years to maturity 0.25 1 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

COMMON STOCK

COMMON STOCK	6 Months Ended
	Jun. 30, 2023
COMMON STOCK
COMMON STOCK	NOTE 6 — COMMON STOCK On January 20, 2022, 3,000,000 shares of common stock previously issued were cancelled and returned to the Company. On January 20, 2022, the 40,000,000 shares of common stock originally issued to Spectrum were cancelled and returned to the Company. During the year ended December 31, 2022, the Company granted 28,158,856 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $105,000. As of December 31, 2022, 6,750,000 shares have not yet been issued by the transfer agent and are presented as $15,000 of common stock to be issued. During Q1 2023, the Company granted 10,456,371 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000. In addition, 6,750,000 shares of common stock that were due to be issued as of December 31, 2022, were issued to by the transfer agent. During Q2 2023, the Company granted 19,318,182 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000. During Q2 2023, Kanno Group Holdings converted $24,255 into 63,000,000 shares of common stock. During Q2 2023, Christopher Whitcomb converted $12,500 of accrued interest into 50,000,000 shares of common stock. During Q2 2023, Mammoth Corporation converted $17,500 into 50,000,000 shares of common stock. Refer to Note 8 for shares issued to related parties.

PREFERRED STOCK

PREFERRED STOCK	6 Months Ended
	Jun. 30, 2023
PREFERRED STOCK
PREFERRED STOCK	NOTE 7 — PREFERRED STOCK Series A Preferred Stock The Company has 1,000,000 shares of preferred stock designated as Series A. The Series A preferred stock, par value $0.001, are entitled to dividends, if declared, and are convertible into common stock by dividing the issue price of $1.00 by a 20% discount to the current market price. Series B Preferred Stock On December 16, 2021, the Company amended its Articles of Incorporation, creating a series of Preferred Stock designating 4,500,000 shares of Series B Convertible Preferred Stock, par value $10.00 per share. The Series B preferred stock are entitled to dividends, if declared, and are convertible into common stock at a rate of 10% to the preceding ten day weighted average price. On April 21, 2023, the Company completed its acquisition of AI-enabled wealth management technology platform provider, Fyniti Global Equities EBT Inc. (“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 8 — RELATED PARTY TRANSACTIONS On January 18, 2022, the Company issued 100,000,000 shares of common stock to JW Price LL for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,350,000. On January 18, 2022, the Company issued 75,000,000 shares of common stock to Rony Hughes for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,012,500. On October 1, 2021, the Company entered into a consulting agreement with Ronald Hughes and North Arm Capital LLC, in which Mr. Hughes was appointed CEO and Chairman of the Company. Per the terms of the agreement Mr. Hughes is to be compensated $17,500 per month through October 1, 2022, increasing to $20,000 per month thereafter. In addition to his consulting fee Mr. Hughes will be granted 500,000 shares of common stock per month. During the year ended December 31, 2022, the Company granted Mr. Hughes 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $23,600. During the six months ended June 30, 2023, Mr. Hughes was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $3,850. Per the terms of the agreement Mr. Hughes has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $341,000 and $221,000 due under this agreement, respectively. There is an additional $56,000 of accrued compensation due to Mr. Hughes under his prior agreement and $11,810 due for cash advances to the Company. On November 15, 2021, the Company entered into a consulting agreement with Erik Blum and J W Price LLC, in which Mr. Blum was appointed President of the Company. Per the terms of the agreement Mr. Blum is to be compensated $20,000 per month through November 15, 2022, increasing to $25,000 per month through November 15, 2023. During the year ended December 31, 2022, the Company granted Mr. Blum 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $27,875. During the six months ended June 30, 2023, Mr. Blum was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $4,550. Per the terms of the agreement Mr. Blum has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $448,960 and $288,960 due under this agreement, respectively.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	6 Months Ended
	Jun. 30, 2023
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS	NOTE 9 — BUSINESS COMBINATIONS On April 21, 2023, the Company completed its acquisition of AI-enabled wealth management technology platform provider, Fyniti Global Equities EBT Inc. (“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock. The shares of preferred were valued using the number of common shares the preferred stock can be converted into and the trading price of the common stock of $0.0013, on April 21, 2023. The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The consolidated income statement for the three and six months ended June 30, 2023, includes $23,144 of expenses of Fyniti from the date of acquisition (April 21, 2023) through June 30, 2023. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill. Consideration Consideration issued $ 32,500 Identified assets, liabilities, and noncontrolling interest Cash overdraft (425 ) Accounts payable (29,500 ) Accrued Expenses (1,769 ) Total identified assets, liabilities, and noncontrolling interest (31,694 ) Excess purchase price allocated to goodwill $ 64,194

RESTATEMENT

RESTATEMENT	6 Months Ended
	Jun. 30, 2023
RESTATEMENT
RESTATEMENT	NOTE 10 – RESTATEMENT Per ASC 250-10 Accounting Changes and Error Corrections, the financial statements as of and for the six months ended June 30, 2023, are being restated to revise the accounting for the acquisition of Fyniti Global Equities EBT Inc. and adjust for debt conversions. As of June 30, 2023 As Reported Adjusted As Restated ASSETS Current Assets: Cash $ 41,091 $ — $ 41,091 Receivables 300,000 — 300,000 Goodwill 25,031,694 (24,967,500 ) (1) 64,194 Total Assets 25,372,785 (24,967,500 ) 405,285 Current Liabilities: Accounts payable and accrued liabilities $ 107,381 $ (12,499 ) (2) $ 94,882 Accrued compensation 1,206,835 — 1,206,835 Due to related parties 20,625 — 20,625 Convertible notes and accrued interest 1,223,424 (17,500 ) (2) 1,205,924 Derivative liability 685,125 (32,310 ) (2) 652,815 Total Current Liabilities 3,243,390 (62,309 ) 3,181,081 Stockholders' Equity (Deficit): Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding 990 — 990 Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 shares issued and outstanding 2,500 24,997,500 (1) 25,000,000 Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 shares issued and outstanding 1,062,061 100,000 (2) 1,162,061 Discount for series B Preferred stock — (24,967,500 ) (1) (24,967,500 ) Common stock to be issued 16,900 — 16,900 Additional paid-in capital 37,766,734 (24,964,939 ) (1) 12,801,795 Accumulated deficit (16,719,790 ) (70,252 ) (16,790,042 ) Total Stockholders' Equity 22,129,395 (25,905,191 ) (2,775,796 ) Total Liabilities and Stockholders' Deficit $ 25,372,785 $ (24,967,500 ) $ 405,285 For The Six Months Ended June 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 134,850 $ — $ 134,850 Compensation expense – related party 288,400 — 288,400 Total operating expenses 423,250 — 423,250 Loss from operations (423,250 ) — (423,250 ) Other income (expense): Interest expense (13,426 ) — (13,426 ) Gain on conversion — 7,638 (2) 7,638 Loss on conversion — (57,500 ) (2) (57,500 ) Change in fair value of derivative (283,110 ) (20,390 ) (2) (303,500 ) Total Other Expense (296,536 ) (70,252 ) (366,788 ) Net Loss $ (719,786 ) $ (70,252 ) $ (790,038 ) Loss per share $ (0.00 ) $ — $ (0.00 ) Weighted average common shares outstanding 1,028,336,529 — 1,028,336,529 (1) Entries for the change of the value for the acquisition of Fyniti. (2) Shares issued for conversion of debt not previously accounted for.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events On July 10, 2023. Mammoth Corporation converted $18,865 of their note payable into 53,900,000 shares of common stock. On August 1, 2023, the Company granted JW Price LLC 100,000,000 share of common stock for advisory services related to the acquisition of Fyniti Global Equities LLC. The shares were valued at $0.008 for total non-cash compensation expense of $80,000. On August 14, 2023, the Company amended its Articles of Incorporation increasing its authorized common shares to 3,000,000,000 (3 Bil).

SUMMARY OF SIGNIFICANT POLICI_2

SUMMARY OF SIGNIFICANT POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND HISTORY
Basis of presentation	The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2022.
Use of estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates include the fair value for derivatives. Actual results could differ from those estimates.
Concentrations of Credit Risk	We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).
Cash equivalents	The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022.
Basic and Diluted Earnings Per Share	Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Stock-based Compensation	We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718)
Derivative Financial Instruments	The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Fair value of financial instruments	The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable amates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 652,815 Total $ — $ — $ 652,815 The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 536,399 Total $ — $ — $ 536,399
Recently issued accounting pronouncements	The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

SUMMARY OF SIGNIFICANT POLICI_3

SUMMARY OF SIGNIFICANT POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND HISTORY
Schedule of fair value, assets measured on recurring basis	Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 652,815 Total $ — $ — $ 652,815
Schedule of fair value, liabilities measured on recurring basis	Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 536,399 Total $ — $ — $ 536,399

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2023
CONVERTIBLE NOTES PAYABLE
Schedule of convertible loans	Date Issued Maturity Date Rate Balance 12/31/2022 Additions Conversions/ Payments Balance 6/30/2023 Conv Terms FV Investments 5/27/2016 5/27/2017 12% $ 16,596 $ — $ — $ 16,596 $ 0.001 FV Investments 3/14/2017 3/14/2018 12% $ 15,000 $ — $ — $ 15,000 $ 0.001 Christopher Whitcomb 7/7/2016 7/7/2017 18% $ 2,393 $ — $ — $ 2,393 (1) Christopher Whitcomb 1/25/2017 1/25/2018 18% $ 29,050 $ — $ — $ 29,050 (1) Christopher Whitcomb 5/30/2017 5/30/2018 18% $ 32,640 $ — $ — $ 32,640 (1) Kanno Group Holdings ll Ltd 10/1/2019 10/1/2020 n/a $ 42,601 $ — $ — $ 42,601 $ 0.00466 Kanno Group Holdings ll Ltd 1/6/2020 1/6/2021 n/a $ 14,977 $ — $ — $ 14,977 $ 0.00615 Kanno Group Holdings ll Ltd 6/30/2020 6/30/2021 n/a $ 7,732 $ — $ — $ 7,732 $ 0.00615 Kanno Group Holdings ll Ltd 12/31/2020 12/31/2021 n/a $ 9,527 $ — $ — $ 9,527 $ 0.00185 Kanno Group Holdings ll Ltd 3/31/2021 3/31/2022 n/a $ 5,112 $ — $ — $ 5,112 $ 0.00628 Kanno Group Holdings ll Ltd 7/24/2021 7/24/2022 n/a $ 5,406 $ — $ — $ 5,406 $ 0.00603 Kanno Group Holdings ll Ltd 11/1/2021 11/1/2022 n/a $ 2,828 $ — $ — $ 2,828 $ 0.00544 Kanno Group Holdings ll Ltd 12/31/2021 12/31/2022 n/a $ 37,391 $ — $ — $ 37,391 $ 0.00509 Mammoth Corporation 1/12/2022 1/12/2023 n/a $ 268,366 $ — $ — $ 268,366 (3) Mammoth Corporation 1/21/2022 1/21/2023 $ 115,000 $ — $ — $ 115,000 (4) Kanno Group Holdings ll Ltd 3/31/2022 3/31/2023 n/a $ 7,606 $ — $ — $ 7,606 $ 0.00222 Kanno Group Holdings ll Ltd 4/25/2022 4/25/2023 n/a $ 50,000 $ — $ — $ 50,000 $ 0.00206 Kanno Group Holdings ll Ltd 7/12/2022 7/12/2023 n/a $ 2,388 $ — $ — $ 2,388 $ 0.00163 Kanno Group Holdings ll Ltd - 11/3/2022 11/3/2023 n/a $ 11,357 $ — $ — $ 11,357 $ 0.00167 Kanno Group Holdings ll Ltd - 12/31/2022 12/31/2023 n/a $ 6,407 $ — $ — $ 6,407 $ 0.00096 Kanno Group Holdings ll Ltd - 3/31/2023 3/31/2024 n/a $ — $ 13,312 $ — $ 13,312 $ 0.00054 Kanno Group Holdings ll Ltd - 6/30/2023 6/30/2024 n/a $ — $ 89,038 $ — $ 89,038 $ 0.00084 $ 682,377 $ 102,350 $ — $ 784,727 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 338,079 $ $ (24,255) $ 313,824 (5)
Schedule of derivative liabilities at fair value	Balance at December 31, 2021 $ 2,215,981 Derivative (gain) due to mark to market adjustment (1,679,582 ) Balance at December 31, 2022 $ 536,399 Decrease to derivative due to conversion (187,085 ) Derivative loss due to mark to market adjustment 303,500 Balance at June 30, 2023 $ 652,814
Schedule of defined benefit plan, assumptions	Inputs June 30, 2023 Initial Valuation Stock price $ 0.0013 $ 0.006 – 0.0115 Conversion price $ 0.0007 - 0.0012 $ 0.0016 – 0.0098 Volatility (annual) 152.41 % 163.53% - 214.94% Risk-free rate 5.439 % 0.39% - 1.55% Dividend rate — — Years to maturity 0.25 1

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	6 Months Ended
	Jun. 30, 2023
BUSINESS COMBINATIONS
Schedule of recognized identified assets acquired and liabilities assumed	Consideration Consideration issued $ 32,500 Identified assets, liabilities, and noncontrolling interest Cash overdraft (425 ) Accounts payable (29,500 ) Accrued Expenses (1,769 ) Total identified assets, liabilities, and noncontrolling interest (31,694 ) Excess purchase price allocated to goodwill $ 64,194

RESTATEMENT (Tables)

RESTATEMENT (Tables)	6 Months Ended
	Jun. 30, 2023
RESTATEMENT
Schedule of Accounting Changes and Error Corrections	As of June 30, 2023 As Reported Adjusted As Restated ASSETS Current Assets: Cash $ 41,091 $ — $ 41,091 Receivables 300,000 — 300,000 Goodwill 25,031,694 (24,967,500 ) (1) 64,194 Total Assets 25,372,785 (24,967,500 ) 405,285 Current Liabilities: Accounts payable and accrued liabilities $ 107,381 $ (12,499 ) (2) $ 94,882 Accrued compensation 1,206,835 — 1,206,835 Due to related parties 20,625 — 20,625 Convertible notes and accrued interest 1,223,424 (17,500 ) (2) 1,205,924 Derivative liability 685,125 (32,310 ) (2) 652,815 Total Current Liabilities 3,243,390 (62,309 ) 3,181,081 Stockholders' Equity (Deficit): Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding 990 — 990 Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 shares issued and outstanding 2,500 24,997,500 (1) 25,000,000 Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 shares issued and outstanding 1,062,061 100,000 (2) 1,162,061 Discount for series B Preferred stock — (24,967,500 ) (1) (24,967,500 ) Common stock to be issued 16,900 — 16,900 Additional paid-in capital 37,766,734 (24,964,939 ) (1) 12,801,795 Accumulated deficit (16,719,790 ) (70,252 ) (16,790,042 ) Total Stockholders' Equity 22,129,395 (25,905,191 ) (2,775,796 ) Total Liabilities and Stockholders' Deficit $ 25,372,785 $ (24,967,500 ) $ 405,285 For The Six Months Ended June 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 134,850 $ — $ 134,850 Compensation expense – related party 288,400 — 288,400 Total operating expenses 423,250 — 423,250 Loss from operations (423,250 ) — (423,250 ) Other income (expense): Interest expense (13,426 ) — (13,426 ) Gain on conversion — 7,638 (2) 7,638 Loss on conversion — (57,500 ) (2) (57,500 ) Change in fair value of derivative (283,110 ) (20,390 ) (2) (303,500 ) Total Other Expense (296,536 ) (70,252 ) (366,788 ) Net Loss $ (719,786 ) $ (70,252 ) $ (790,038 ) Loss per share $ (0.00 ) $ — $ (0.00 ) Weighted average common shares outstanding 1,028,336,529 — 1,028,336,529

DESCRIPTION OF BUSINESS AND H_2

DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - Series B Preferred Stock [Member] - $ / shares	1 Months Ended
	Apr. 21, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 16, 2021
Preferred stock, par value		$ 10	$ 10	$ 10
Fyniti [Member]
Preferred stock issued for acquisition, shares	2,500,000
Preferred stock, par value	$ 10

SUMMARY OF SIGNIFICANT POLICI_4

SUMMARY OF SIGNIFICANT POLICIES (Details)	Jun. 30, 2023 USD ($)
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative	$ 0
Total	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Derivative	652,815
Total	652,815
Series B Preferred Stock [Member]
Derivative	$ 0

SUMMARY OF SIGNIFICANT POLICI_5

SUMMARY OF SIGNIFICANT POLICIES (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative	$ 652,814	$ 536,399	$ 2,215,981
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative		0
Total		0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Derivative		536,399
Total		536,399
Series B Preferred Stock [Member]
Derivative		0
Total		$ 0

MATERIAL TRANSACTION (Details N

MATERIAL TRANSACTION (Details Narrative)	Dec. 12, 2022
G F L [Member]
Rescission and release agreement	Company entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”), that effectively terminated its Stock Purchase Agreement, that was executed on November 18, 2021. Per the terms of the Agreement GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to be paid within 21 days and the balance within 60 days

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Balance	$ 784,727	$ 682,377
Additions	102,350
Conversions/ Payments	$ 0
Mammoth Corporation [Member]
Date Issued	Jan. 12, 2022
Maturity Date	Jan. 12, 2023
Balance	$ 268,366	268,366
Additions	0
Conversions/ Payments	$ 0
FV Investments One [Member]
Date Issued	Mar. 14, 2017
Maturity Date	Mar. 14, 2018
Rate	12%
Balance	$ 15,000	15,000
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.001
Christopher Whitcomb [Member]
Date Issued	Jul. 07, 2016
Maturity Date	Jul. 07, 2017
Rate	18%
Balance	$ 2,393	2,393
Additions	0
Conversions/ Payments	$ 0
Christopher Whitcomb One [Member]
Date Issued	Jan. 25, 2017
Maturity Date	Jan. 25, 2018
Rate	18%
Balance	$ 29,050	29,050
Additions	0
Conversions/ Payments	$ 0
Christopher Whitcomb Two [Member]
Date Issued	May 30, 2017
Maturity Date	May 30, 2018
Rate	18%
Balance	$ 32,640	32,640
Additions	0
Conversions/ Payments	$ 0
Kanno Group Holdingsll Ltd [Member]
Date Issued	Oct. 01, 2019
Maturity Date	Oct. 01, 2020
Balance	$ 42,601	42,601
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00466
Kanno Group Holdingsll Ltd One [Member]
Date Issued	Jan. 06, 2020
Maturity Date	Jan. 06, 2021
Balance	$ 14,977	14,977
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00615
Kanno Group Holdingsll Ltd Two [Member]
Date Issued	Jun. 30, 2020
Maturity Date	Jun. 30, 2021
Balance	$ 7,732	7,732
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00615
Kanno Group Holdingsll Ltd Three [Member]
Date Issued	Dec. 31, 2020
Maturity Date	Dec. 31, 2021
Balance	$ 9,527	9,527
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00185
Kanno Group Holdingsll Ltd Four [Member]
Date Issued	Mar. 31, 2021
Maturity Date	Mar. 31, 2022
Balance	$ 5,112	5,112
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00628
Kanno Group Holdingsll Ltd Five [Member]
Date Issued	Jul. 24, 2021
Maturity Date	Jul. 24, 2022
Balance	$ 5,406	5,406
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00603
Kanno Group Holdingsll Ltd Six [Member]
Date Issued	Nov. 01, 2021
Maturity Date	Nov. 01, 2022
Balance	$ 2,828	2,828
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00544
Kanno Group Holdingsll Ltd Seven [Member]
Date Issued	Dec. 31, 2021
Maturity Date	Dec. 31, 2022
Balance	$ 37,391	37,391
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00509
Mammoth Corporation One [Member]
Date Issued	Jan. 21, 2022
Maturity Date	Jan. 21, 2023
Balance	$ 115,000	115,000
Additions	0
Conversions/ Payments	$ 0
Kanno Group Holdingsll Ltd Eight [Member]
Date Issued	Mar. 31, 2022
Maturity Date	Mar. 31, 2023
Balance	$ 7,606	7,606
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00222
Kanno Group Holdingsll Ltd Nine [Member]
Date Issued	Apr. 25, 2022
Maturity Date	Apr. 25, 2023
Balance	$ 50,000	50,000
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00206
Kanno Group Holdingsll Ltd Ten [Member]
Date Issued	Jul. 12, 2022
Maturity Date	Jul. 12, 2023
Balance	$ 2,388	2,388
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00163
Kanno Group Holdingsll Ltd Eleven [Member]
Date Issued	Nov. 03, 2022
Maturity Date	Nov. 03, 2023
Balance	$ 11,357	11,357
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00167
Kanno Group Holdingsll Ltd Twelve [Member]
Date Issued	Dec. 31, 2022
Maturity Date	Dec. 31, 2023
Balance	$ 6,407	6,407
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00096
Kanno Group Holdingsll Ltd Thirteen [Member]
Date Issued	Mar. 31, 2023
Maturity Date	Mar. 31, 2024
Balance	$ 13,312	0
Additions	13,312
Conversions/ Payments	$ 0
Conv Term	$ 0.00054
Kanno Group Holdingsll Ltd Fourteen [Member]
Date Issued	Jun. 30, 2023
Maturity Date	Jun. 30, 2024
Balance	$ 89,038	0
Additions	89,038
Conversions/ Payments	$ 0
Conv Term	$ 0.00084
Kanno Group Holdingsll Ltdaccruedinterest [Member]
Balance	$ 313,824	338,079
Additions	0
Conversions/ Payments	$ 0
FV Investments [Member]
Date Issued	May 27, 2016
Maturity Date	May 27, 2017
Rate	12%
Balance	$ 16,596	$ 16,596
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.001

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
CONVERTIBLE NOTES PAYABLE
Balance at beginning	$ 536,399	$ 2,215,981
Derivative (gain) due to mark to market adjustment	303,500	(1,679,582)
Decrease to derivative due to conversion	(187,085)
Balance at ending	$ 652,814	$ 536,399

CONVERTIBLE NOTES PAYABLE (De_3

CONVERTIBLE NOTES PAYABLE (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Stock price		$ 0.0013
Volatility (annual)		152.41%
Risk-free rate		5.439%
Years to maturity	1 year	3 months
Dividend rate	0%	0%
Minimum [Member]
Stock price		$ 0.006
Conversion price	$ 0.0016	$ 0.0007
Volatility (annual)		163.53%
Risk-free rate		0.39%
Maximum [Member]
Stock price		$ 0.0115
Conversion price	$ 0.0098	$ 0.0012
Volatility (annual)		214.94%
Risk-free rate		1.55%

CONVERTIBLE NOTES PAYABLE (De_4

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jan. 21, 2022	Jun. 30, 2023	Jan. 12, 2022
Mammoth Corporation [Member]
Initial tranche	$ 110,400
Net of OID and fee	4,600
Principal balance	$ 550,000
Conversion of stock, amount converted		$ 17,500
Conversion of stock, shares converted		50,000,000
Kanno [Member]
Principal balance			$ 399,046
Kanno Group Holdings [Member]
Conversion of stock, amount converted		$ 24,255
Conversion of stock, shares converted		63,000,000

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended
	Jan. 20, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Common stock to be issued		$ 16,900		$ 16,900	$ 23,500
Transfer Agent [Member]
Shares to be issued					6,750,000
Common stock to be issued					$ 15,000
Common Stock Description [Member]
Shares issued			6,750,000
Stock issued for services		19,318,182	10,456,371		28,158,856
Number of shares Cancelled	3,000,000
Non-cash stock compensation expense		$ 15,000	$ 15,000		$ 105,000
Mammoth Corporation [Member]
Conversion of stock, amount converted				$ 17,500
Number of shares converted				50,000,000
Kanno Group Holdings [Member]
Conversion of stock, amount converted				$ 24,255
Number of shares converted				63,000,000
Spectrum [Member]
Number of shares Cancelled	40,000,000
Christopher Whitcomb [Member]
Conversion of stock, amount converted				$ 12,500
Number of shares converted				50,000,000

PREFERRED STOCK (Details Narrat

PREFERRED STOCK (Details Narrative) - $ / shares	1 Months Ended		6 Months Ended
	Apr. 21, 2023	Dec. 16, 2021	Jun. 30, 2023	Dec. 31, 2022
Series A Preferred Stock [Member]
Preferred stock designated			1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Discount rate			20%
Share issue price			$ 1
Series B Preferred Stock [Member]
Preferred stock designated		4,500,000	4,500,000	4,500,000
Preferred stock, par value		$ 10	$ 10	$ 10
Discount rate		10%
Fyniti [Member] | Series B Preferred Stock [Member]
Preferred stock issued for acquisition, shares	2,500,000
Preferred stock, par value	$ 10

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 18, 2022	Jun. 30, 2023	Dec. 31, 2022
Accrued compensation		$ 1,206,835	$ 926,835
J W Price L L [Member]
Stock issued for services	100,000,000
Share Price	$ 0.0135
Non-cash compensation expense	$ 1,350,000
Rony Hughes [Member]
Stock issued for services	75,000,000
Share Price	$ 0.0135
Non-cash compensation expense	$ 1,012,500
Ronald Hughes [Member]
Non-cash compensation expense		3,850	$ 23,600
Compensation payable		17,500
Increase in compensation amount		$ 20,000
Discount rate		10%
Stock issued for consulting fee		3,000,000	6,000,000
Accrued compensation		$ 341,000	$ 221,000
Additional Accrued compensation		56,000
Due for cash advances		11,810
Erik Blum [Member]
Non-cash compensation expense		4,550	$ 27,875
Compensation payable		20,000
Increase in compensation amount		$ 25,000
Discount rate		10%
Stock issued for consulting fee		3,000,000	6,000,000
Accrued compensation		$ 448,960	$ 288,960

BUSINESS COMBINATIONS (Details)

BUSINESS COMBINATIONS (Details) - USD ($)	Jun. 30, 2023	Apr. 21, 2023	Dec. 31, 2022
Excess purchase price allocated to goodwill	$ 64,194		$ 0
Fyniti [Member]
Consideration issued		$ 32,500
Cash overdraft		(425)
Accounts payable		(29,500)
Accrued Expenses		(1,769)
Total identified assets, liabilities, and noncontrolling interest		(31,694)
Excess purchase price allocated to goodwill		$ 64,194

BUSINESS COMBINATIONS (Details

BUSINESS COMBINATIONS (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended
	Apr. 21, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 16, 2021
Series B Preferred Stock [Member]
Preferred stock, par value		$ 10	$ 10	$ 10
Fyniti [Member]
Acquisition cost		$ 23,144
Fyniti [Member] | Series B Preferred Stock [Member]
Preferred stock, par value	$ 10
Preferred stock issued for acquisition, shares	2,500,000
Trading price of common stock	$ 0.0013

RESTATEMENT (Details)

RESTATEMENT (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 41,091		$ 2,350
Receivable	300,000		300,000
Goodwill	64,194		0
Total Assets	405,285		308,350
Current Liabilities:
Accounts payable and accrued liabilities	94,882		30,044
Accrued compensation	1,206,835		926,835
Due to related parties	20,625		15,625
Convertible notes and accrued interest	1,205,924		1,154,805
Derivative liability	652,815		536,399
Total Current Liabilities	3,181,081		2,663,708
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	1,162,061		962,536
Common stock to be issued	16,900		23,500
Discount for series B Preferred stock	(24,967,500)
Additional paid-in capital	12,801,795		12,657,620
Accumulated deficit	(16,790,042)		(16,000,004)
Total Liabilities and Stockholders' Deficit	405,285		308,350
Total Stockholders' Deficit	(2,775,796)	$ (2,615,715)	(2,355,358)	$ (2,919,540)	$ (2,447,919)	$ (3,775,078)
Total Assets	(405,285)		(308,350)
Accounts payable and accrued liabilities	(94,882)		(30,044)
Convertible notes and accrued interest	(1,205,924)		(1,154,805)
Total Current Liabilities	(3,181,081)		(2,663,708)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(1,162,061)		(962,536)
Total Liabilities and Stockholders' Deficit	(405,285)		(308,350)
As Reported [Member]
Current Assets:
Cash	41,091
Receivable	300,000
Goodwill	25,031,694
Total Assets	25,372,785
Current Liabilities:
Accounts payable and accrued liabilities	107,381
Accrued compensation	1,206,835
Due to related parties	20,625
Convertible notes and accrued interest	1,223,424
Derivative liability	685,125
Total Current Liabilities	3,243,390
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	1,062,061
Common stock to be issued	16,900
Discount for series B Preferred stock	0
Additional paid-in capital	37,766,734
Accumulated deficit	(16,719,790)
Total Liabilities and Stockholders' Deficit	25,372,785
Total Stockholders' Deficit	22,129,395
Total Assets	(25,372,785)
Accounts payable and accrued liabilities	(107,381)
Convertible notes and accrued interest	(1,223,424)
Total Current Liabilities	(3,243,390)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(1,062,061)
Total Liabilities and Stockholders' Deficit	(25,372,785)
Adjusted [Member]
Current Assets:
Cash	0
Receivable	0
Goodwill	(24,967,500)
Total Assets	24,967,500
Current Liabilities:
Accounts payable and accrued liabilities	12,499
Accrued compensation	0
Due to related parties	0
Convertible notes and accrued interest	17,500
Derivative liability	(32,310)
Total Current Liabilities	62,309
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	100,000
Common stock to be issued	0
Discount for series B Preferred stock	(24,967,500)
Additional paid-in capital	24,964,939
Accumulated deficit	(70,252)
Total Liabilities and Stockholders' Deficit	24,967,500
Total Stockholders' Deficit	(25,905,191)
Total Assets	(24,967,500)
Accounts payable and accrued liabilities	(12,499)
Convertible notes and accrued interest	(17,500)
Total Current Liabilities	(62,309)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(100,000)
Total Liabilities and Stockholders' Deficit	(24,967,500)
Series A Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	990		990
Series A Preferred Stock [Member] | As Reported [Member]
Shareholders' Deficit:
Preferred stock, value	990
Series A Preferred Stock [Member] | Adjusted [Member]
Shareholders' Deficit:
Preferred stock, value	0
Series B Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	25,000,000		$ 0
Series B Preferred Stock [Member] | As Reported [Member]
Shareholders' Deficit:
Preferred stock, value	2,500
Series B Preferred Stock [Member] | Adjusted [Member]
Shareholders' Deficit:
Preferred stock, value	$ 24,997,500

RESTATEMENT (Details 1)

RESTATEMENT (Details 1) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses:
General and administrative	$ 92,575		$ 51,665		$ 134,850	$ 160,107
Compensation expense - related party	144,050		145,675		288,400	2,668,475
Total operating expenses	236,625		197,340		423,250	2,828,582
Loss from operations	(236,625)		(197,340)		(423,250)	(2,828,582)
Other income (expense):
Interest expense	(5,470)		(16,899)		(13,426)	(39,840)
Gain on conversion	7,638		0		7,638	0
Loss on conversion	(57,500)		0		(57,500)	0
Change in fair value of derivative	(67,174)		(293,457)		(303,500)	1,141,945
Total Other Expense	(122,506)		(310,356)		(366,788)	1,102,105
Net loss	$ (359,131)	$ (430,907)	$ (507,696)	$ (1,218,781)	$ (790,038)	$ (1,726,477)
Earnings Per Share, Basic					$ 0
Weighted average common shares outstanding					1,028,336,529
As Reported [Member]
Operating Expenses:
General and administrative					$ 134,850
Compensation expense - related party					288,400
Total operating expenses					423,250
Loss from operations					(423,250)
Other income (expense):
Interest expense					(13,426)
Gain on conversion					0
Loss on conversion					0
Change in fair value of derivative					(283,110)
Total Other Expense					(296,536)
Net loss					$ (719,786)
Earnings Per Share, Basic					$ 0
Weighted average common shares outstanding					1,028,336,529
Adjusted [Member]
Operating Expenses:
General and administrative					$ 0
Compensation expense - related party					0
Total operating expenses					0
Loss from operations					0
Other income (expense):
Interest expense					0
Gain on conversion					7,638
Loss on conversion					(57,500)
Change in fair value of derivative					(20,390)
Total Other Expense					(70,252)
Net loss					$ (70,252)
Earnings Per Share, Basic					$ 0
Weighted average common shares outstanding					0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			6 Months Ended
	Aug. 01, 2023	Jul. 10, 2023	Jun. 30, 2023	Aug. 14, 2023	Dec. 31, 2022
Common stock share authorized			3,000,000,000		3,000,000,000
Mammoth Corporation [Member]
Converted amount of note payable			$ 17,500
Converted amount of note payable to number of common stock			50,000,000
Mammoth Corporation [Member] | Subsequent Event [Member]
Converted amount of note payable		$ 18,865
Converted amount of note payable to number of common stock		53,900,000
Common stock share granted	100,000,000
Value of per share	$ 0.008
Non-cash compensation expense	$ 80,000
Common stock share authorized				3,000,000,000