Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 19, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | SMC Entertainment, Inc. | |
Entity Central Index Key | 0001497230 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
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 | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
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 | |
Amendment Description | This Amendment No. 1 to Form 10-Q/A (“Amendment No. 1”) is being filed by the registrant (“SMC”) to amend its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Original Filing”), as filed with the U.S. Securities and Exchange Commission on December 22, 2023 (“Original Filing Date”). The purpose of this Amendment No. 1 is to revise the accounting for the acquisition of Fyniti Global Equities EBT Inc. and adjust for debt conversions. No other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the other information contained in the Original Filing. Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date or the filing date of this Amendment No. 1 except as set forth in this Explanatory Note to provide the basis for this Amendment No. 1. | |
Local Phone Number | 820-5973 | |
Security 12b Title | Common | |
Trading Symbol | SMCE | |
Entity Interactive Data Current | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 17,917 | $ 2,350 |
Receivable | 300,000 | 300,000 |
Prepaids and other current assets | 0 | 6,000 |
Total Current Assets | 317,917 | 308,350 |
Goodwill | 64,194 | 0 |
Total Assets | 382,111 | 308,350 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 83,813 | 30,044 |
Accrued compensation | 1,343,835 | 926,835 |
Due to related parties | 22,394 | 15,625 |
Convertible notes and accrued interest | 1,237,590 | 1,154,805 |
Derivative liability | 608,344 | 536,399 |
Total Current Liabilities | 3,295,976 | 2,663,708 |
Total Liabilities | 3,295,976 | 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 | 1,315,961 | 962,536 |
Discount for series B Preferred stock | (24,967,500) | 0 |
Common stock to be issued | 19,700 | 23,500 |
Additional paid-in capital | 12,802,575 | 12,657,620 |
Accumulated deficit | (17,085,591) | (16,000,004) |
Total Stockholders' Deficit | (2,913,865) | (2,355,358) |
Total Liabilities and Stockholders' Deficit | 382,111 | 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 | Sep. 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 | 1,315,960,743 | 962,535,830 |
Common stock, shares outstanding | 1,315,960,743 | 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 | 990,346 | 990,346 |
Preferred stock, shares outstanding | 990,346 | 990,346 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
General and administrative | $ 53,404 | $ 41,355 | $ 188,254 | $ 201,462 |
Compensation expense - related party | 232,800 | 144,600 | 521,200 | 2,813,075 |
Total operating expenses | 286,204 | 185,955 | 709,454 | 3,014,537 |
Loss from operations | (286,204) | (185,955) | (709,454) | (3,014,537) |
Other income (expense): | ||||
Interest expense | (8,002) | (24,451) | (21,428) | (64,291) |
Gain on conversion of debt | 0 | 0 | 7,638 | 0 |
Change in fair value of derivative | 44,472 | 234,435 | (259,028) | 1,376,380 |
Loss on conversion of debt | (45,815) | 0 | (103,315) | 0 |
Other income | 0 | 20,000 | 0 | 20,000 |
Total Other (Expense) Income | (9,345) | 229,984 | (376,133) | 1,332,089 |
Net (Loss) Income | $ (295,549) | $ 44,029 | $ (1,085,587) | $ (1,682,448) |
Net (loss) income per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding, basic and diluted | 1,275,319,438 | 939,080,415 | 1,121,275,825 | 924,006,293 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Common Stock | Additional Paid-In Capital | Discount to Preferred stock [Member] | Common Stock to Be Issued [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 989,626 | 722,126,974 | ||||||
Balance, amount at Dec. 31, 2021 | $ (3,775,078) | $ 990 | $ 722,127 | $ 10,203,064 | $ 68,450 | $ (14,769,709) | ||
Common stock issued for conversion of debt, shares | 72,000,000 | |||||||
Common stock issued for conversion of debt, amount | 131,040 | 0 | $ 72,000 | 59,040 | 0 | 0 | ||
Common stock issued for services - related party, shares | 175,000,000 | |||||||
Common stock issued for services - related party, amount | 2,387,800 | 0 | $ 175,000 | 2,187,500 | 25,300 | 0 | ||
Common stock issued for services, shares | 3,193,830 | |||||||
Common stock issued for services, amount | 27,100 | 0 | $ 3,194 | 23,906 | 0 | 0 | ||
Common stock cancelled, shares | (43,000,000) | |||||||
Common stock cancelled, amount | 0 | 0 | $ (43,000) | 43,000 | 0 | 0 | ||
Net loss | (1,218,781) | $ 0 | $ 0 | 0 | 0 | (1,218,781) | ||
Balance, shares at Mar. 31, 2022 | 989,626 | 929,320,804 | ||||||
Balance, amount at Mar. 31, 2022 | (2,447,919) | $ 990 | $ 929,321 | 12,516,510 | 93,750 | (15,988,490) | ||
Balance, shares at Dec. 31, 2021 | 989,626 | 722,126,974 | ||||||
Balance, amount at Dec. 31, 2021 | (3,775,078) | $ 990 | $ 722,127 | 10,203,064 | 68,450 | (14,769,709) | ||
Net loss | (1,682,448) | |||||||
Balance, shares at Sep. 30, 2022 | 989,626 | 956,651,215 | ||||||
Balance, amount at Sep. 30, 2022 | (2,840,511) | $ 990 | $ 956,651 | 12,654,005 | (16,452,157) | |||
Balance, shares at Mar. 31, 2022 | 989,626 | 929,320,804 | ||||||
Balance, amount at Mar. 31, 2022 | (2,447,919) | $ 990 | $ 929,321 | 12,516,510 | 93,750 | (15,988,490) | ||
Common stock issued for services, shares | 5,525,454 | |||||||
Common stock issued for services, amount | 25,400 | 0 | $ 5,525 | 19,875 | 0 | 0 | ||
Net loss | (507,696) | 0 | 0 | (507,696) | ||||
Common stock issued for services - related party | 10,675 | $ 0 | $ 0 | 0 | 10,675 | 0 | ||
Balance, shares at Jun. 30, 2022 | 989,626 | 934,846,258 | ||||||
Balance, amount at Jun. 30, 2022 | (2,919,540) | $ 990 | $ 934,846 | 12,536,385 | 104,425 | (16,496,186) | ||
Common stock issued for services - related party, shares | 15,000,000 | |||||||
Common stock issued for services - related party, amount | 12,500 | $ 15,000 | 101,925 | (104,425) | ||||
Common stock issued for services, shares | 6,804,957 | |||||||
Common stock issued for services, amount | 22,500 | $ 6,805 | 15,695 | |||||
Net loss | 44,029 | 44,029 | ||||||
Balance, shares at Sep. 30, 2022 | 989,626 | 956,651,215 | ||||||
Balance, amount at Sep. 30, 2022 | (2,840,511) | $ 990 | $ 956,651 | 12,654,005 | (16,452,157) | |||
Balance, shares at Dec. 31, 2022 | 989,626 | 962,535,830 | ||||||
Balance, amount at Dec. 31, 2022 | (2,355,358) | $ 990 | $ 0 | $ 962,536 | 12,657,620 | $ 0 | 23,500 | (16,000,004) |
Common stock issued for conversion of debt, shares | 63,000,000 | |||||||
Common stock issued for conversion of debt, amount | 151,200 | 0 | 0 | $ 63,000 | 88,200 | 0 | 0 | 0 |
Common stock issued for services, shares | 17,206,731 | |||||||
Common stock issued for services, amount | 15,000 | 0 | 0 | $ 17,207 | 12,793 | 0 | (15,000) | 0 |
Net loss | (430,907) | 0 | 0 | 0 | 0 | 0 | 0 | (430,907) |
Common stock issued for services - related party | 4,350 | $ 0 | 0 | $ 0 | 0 | 0 | 4,350 | 0 |
Balance, shares at Mar. 31, 2023 | 989,626 | 1,042,742,561 | ||||||
Balance, amount at Mar. 31, 2023 | (2,615,715) | $ 990 | 0 | $ 1,042,743 | 12,758,613 | 0 | 12,850 | (16,430,911) |
Balance, shares at Dec. 31, 2022 | 989,626 | 962,535,830 | ||||||
Balance, amount at Dec. 31, 2022 | (2,355,358) | $ 990 | $ 0 | $ 962,536 | 12,657,620 | 0 | 23,500 | (16,000,004) |
Net loss | (1,085,587) | |||||||
Balance, shares at Sep. 30, 2023 | 989,626 | 2,500,000 | 1,315,960,743 | |||||
Balance, amount at Sep. 30, 2023 | (2,913,865) | $ 990 | $ 25,000,000 | $ 1,315,961 | 12,802,575 | (24,967,500) | 19,700 | (17,085,591) |
Balance, shares at Mar. 31, 2023 | 989,626 | 1,042,742,561 | ||||||
Balance, amount at Mar. 31, 2023 | (2,615,715) | $ 990 | 0 | $ 1,042,743 | 12,758,613 | 0 | 12,850 | (16,430,911) |
Common stock issued for conversion of debt, shares | 100,000,000 | |||||||
Common stock issued for conversion of debt, amount | 140,000 | 0 | 0 | $ 100,000 | 40,000 | 0 | 0 | 0 |
Common stock issued for services, shares | 19,318,182 | |||||||
Common stock issued for services, amount | 22,500 | 0 | 0 | $ 19,318 | 3,182 | 0 | 0 | 0 |
Net loss | (359,131) | 0 | 0 | 0 | 0 | 0 | 0 | (359,131) |
Common stock issued for services - related party | 4,050 | 0 | $ 0 | 0 | 0 | 0 | 4,050 | 0 |
Preferred stock issued for acquisition, shares | 2,500,000 | |||||||
Preferred stock issued for acquisition, amount | 32,500 | $ 0 | $ 25,000,000 | $ 0 | 0 | 24,967,500 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 989,626 | 2,500,000 | 1,162,060,743 | |||||
Balance, amount at Jun. 30, 2023 | (2,775,796) | $ 990 | $ 25,000,000 | $ 1,162,061 | 12,801,795 | (24,967,500) | 16,900 | (16,790,042) |
Common stock issued for conversion of debt, shares | 53,900,000 | |||||||
Common stock issued for conversion of debt, amount | 64,680 | 0 | 0 | $ 53,900 | 10,780 | 0 | 0 | 0 |
Common stock issued for services - related party, shares | 100,000,000 | |||||||
Common stock issued for services - related party, amount | 92,800 | 0 | 0 | $ 100,000 | (10,000) | 0 | 2,800 | 0 |
Net loss | (295,549) | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (295,549) |
Balance, shares at Sep. 30, 2023 | 989,626 | 2,500,000 | 1,315,960,743 | |||||
Balance, amount at Sep. 30, 2023 | $ (2,913,865) | $ 990 | $ 25,000,000 | $ 1,315,961 | $ 12,802,575 | $ (24,967,500) | $ 19,700 | $ (17,085,591) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,085,587) | $ (1,682,448) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services - related party | 101,200 | 2,410,975 |
Common stock issued for services | 37,500 | 72,100 |
Change in fair value of derivative | 316,528 | (1,376,380) |
Gain on conversion of debt | (7,638) | 0 |
Loss on conversion of debt | 45,815 | 0 |
Debt discount | 0 | 4,600 |
Changes in operating assets and liabilities: | ||
Prepaids | 6,000 | (6,000) |
Accounts payable and accrued liabilities | 6,551 | 30,000 |
Accrued interest | 35,042 | 59,692 |
Accrued compensation - related party | 417,000 | 316,960 |
Net cash used in operating activities | (127,589) | (170,501) |
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 | 138,581 | 181,751 |
Net cash provided by financing activities | 143,156 | 181,751 |
Net change in cash | 15,567 | 11,250 |
Cash at beginning of period | 2,350 | 3,445 |
Cash at end of period | 17,917 | 14,695 |
Supplemental schedule of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash activity | ||
Debt converted to common stock | $ 48,865 | $ 0 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 consolidated 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 September 30, 2023 and 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 September 30, 2023: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 608,344 Total $ - $ - $ 608,344 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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. During the year ended December 31, 2022, Mammoth converted $131,040 of the note into 72,000,000 shares of common stock. During the nine months ended September 30, 2023, Mammoth converted $36,365 of the note into 103,900,000 shares of common stock. As of September 30, 2023, there is $231,641 due on the note. 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 9/30/2023 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 $ - $ (36,365 ) $ 232,001 (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 Kanno Group Holdings ll Ltd 9/30/2023 9/30/2024 n/a $ - $ 36,230 $ - $ 36,230 $ 0.00042 $ 682,377 $ 138,580 $ (36,365 ) $ 784,592 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 338,079 $ 33,080 $ (24,255 ) $ 346,904 (5 ) Other accrued interest n/a n/a n/a $ 134,349 (25,255 ) $ 106,094 Total convertible debt and accrued interest $ 1,154,805 171,660 (88,875 ) $ 1,237,590 (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 nine months ended September 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 (187,083 ) Derivative loss due to mark to market adjustment 259,028 Balance at September 30, 2023 $ 608,344 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 September 30, 2023 is as follows: Inputs September 30, 2023 Initial Valuation Stock price $ 0.0008 $ 0.006 – 0.0115 Conversion price $ 0.0005 – 0.0007 $ 0.0016 – 0.0098 Volatility (annual) 128.54 % 163.53%–214.94% Risk-free rate 5.55 % 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 | 9 Months Ended |
Sep. 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, Mammoth converted $131,040 of the note into 72,000,000 shares of common stock. 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 the nine months ended September 30, 2023, Kanno Group Holdings converted $24,255 into 63,000,000 shares of common stock. During the nine months ended September 30, 2023, Christopher Whitcomb converted $12,500 of accrued interest into 50,000,000 shares of common stock. During the nine months ended September 30, 2023, Mammoth converted $36,365 of the note into 103,900,000 shares of common stock. On August 14, 2023, the Company amended its Articles of Incorporation increasing its authorized common shares to 3,000,000,000 (3 Bil). Refer to Note 8 for shares issued to related parties. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023, Mr. Hughes was granted 4,500,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $5,150. 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 September 30, 2023 and December 31, 2022, there is $401,000 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 $16,810 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 nine months ended September 30, 2023, Mr. Blum was granted 4,500,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $6,050. 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 September 30, 2023 and December 31, 2022, there is $525,960 and $288,960 due under this agreement, respectively. On August 1, 2023, the Company issued 100,000,000 shares of common stock to JW Price LL for services. The shares were valued at $0.0009, the closing price of on the date of grant, for total non-cash compensation expense of $90,000. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023, includes $49,443 of expenses of Fyniti from the date of acquisition (April 21, 2023) through September 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 | 9 Months Ended |
Sep. 30, 2023 | |
RESTATEMENT | |
RESTATEMENT | NOTE 10 – RESTATEMENT Per ASC 250-10 Accounting Changes and Error Corrections, the financial statements as of and for the three and six months ended September 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 September 30, 2023 As Reported Adjusted As Restated ASSETS Current Assets: Cash $ 17,917 $ - 17,917 Receivables 300,000 - 300,000 Total Current Assets 317,917 - 317,917 Goodwill 10,876,694 (10,812,500 ) (1) 64,194 Intangible assets. net 12,700,000 (12,700,000 ) (1) - Total Assets 23,894,611 (23,512,500 ) 382,111 Current Liabilities: Accounts payable and accrued liabilities $ 96,313 $ (12,500 ) (2) $ 83,813 Accrued compensation 1,343,835 - 1,343,835 Due to related parties 22,394 - 22,394 Convertible notes and accrued interest 1,225,090 12,500 1,237,590 Derivative liability 608,344 - 608,344 Total Current Liabilities 3,295,976 - 3,295,976 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 25,000,000 Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 shares issued and outstanding 1,315,961 - 1,315,961 Discount for series B Preferred stock - (24,967,500 ) (24,967,500 ) Common stock to be issued 19,700 - 19,700 Additional paid-in capital 37,800,075 (24,997,500 ) 12,802,575 Accumulated deficit (18,540,591 ) 1,455,000 (17,085,591 ) Total Stockholders' Equity 20,598,635 (23,512,500 ) (2,913,865 ) Total Liabilities and Stockholders' Deficit $ 23,894,611 $ (23,512,500 ) $ 382,111 For The Three Months Ended September 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 110,904 $ (57,500 ) (2) $ 53,904 Compensation expense – related party 233,100 (300 ) 232,800 Amortization expense 727,500 (727,500 ) (1) - Total operating expenses 1,071,504 (785,300 ) 286,204 Loss from operations (1,071,504 ) 785,300 (286,204 ) Other income (expense): Interest expense (8,002 ) - (8,002 ) Gain on conversion 7,638 (7,638 ) (2) - Change in fair value of derivative 24,082 20,390 (2) 44,472 Loss on conversion (45,815 ) - (45,815 ) Total Other Expense (22,097 ) 12,752 (9,345 ) Net Loss $ (1,093,601 ) $ 798,052 $ (295,549 ) Loss per share $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding 1,275,319,438 - 1,275,319,438 For The Nine Months Ended September 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 245,754 $ (57,500 ) (2) $ 188,254 Compensation expense – related party 521,200 - 521,200 Amortization expense 1,455,000 (1,455,000 ) (1) Total operating expenses 2,221,954 (1,512,500 ) 709,454 Loss from operations (2,221,954 ) 1,512,500 (709,454 ) Other income (expense): Interest expense (21,428 ) - (21,428 ) Gain on conversion 7,638 - 7,638 Change in fair value of derivative (259,028 ) - (259,028 ) Loss on conversion (45,815 ) (57,500 ) (2) (103,315 ) Total Other Expense (318,633 ) (57,500 ) (376,133 ) Net Loss $ (2,540,587 ) $ 1,455,000 $ (1,085,587 ) Loss per share $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding 1,121,275,825 - 1,121,275,825 (1) Entries for the change of the value for the acquisition of Fyniti. (2) Reclass amounts for conversion of debt. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 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 November 10, 2023, Mammoth Corporation loaned the Company $28,000, as part of the second tranche to be loaned to the Company pursuant to the terms of the January 21, 2022, promissory note. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Sep. 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 consolidated 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 estimate | 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 September 30, 2023 and 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 September 30, 2023: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 608,344 Total $ - $ - $ 608,344 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) | 9 Months Ended |
Sep. 30, 2023 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
Schedule of fair value, assets measured on recurring basis | Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 608,344 Total $ - $ - $ 608,344 |
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) | 9 Months Ended |
Sep. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of convertible loans | Date Issued Maturity Date Rate Balance 12/31/2022 Additions Conversions/ Payments Balance 9/30/2023 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 $ - $ (36,365 ) $ 232,001 (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 Kanno Group Holdings ll Ltd 9/30/2023 9/30/2024 n/a $ - $ 36,230 $ - $ 36,230 $ 0.00042 $ 682,377 $ 138,580 $ (36,365 ) $ 784,592 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 338,079 $ 33,080 $ (24,255 ) $ 346,904 (5 ) Other accrued interest n/a n/a n/a $ 134,349 (25,255 ) $ 106,094 Total convertible debt and accrued interest $ 1,154,805 171,660 (88,875 ) $ 1,237,590 |
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 (187,083 ) Derivative loss due to mark to market adjustment 259,028 Balance at September 30, 2023 $ 608,344 |
Schedule of defined benefit plan, assumptions | Inputs September 30, 2023 Initial Valuation Stock price $ 0.0008 $ 0.006 – 0.0115 Conversion price $ 0.0005 – 0.0007 $ 0.0016 – 0.0098 Volatility (annual) 128.54 % 163.53%–214.94% Risk-free rate 5.55 % 0.39%–1.55% Dividend rate - - Years to maturity 0.25 1 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 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) | 9 Months Ended |
Sep. 30, 2023 | |
RESTATEMENT | |
Schedule of Accounting Changes and Error Corrections | As of September 30, 2023 As Reported Adjusted As Restated ASSETS Current Assets: Cash $ 17,917 $ - 17,917 Receivables 300,000 - 300,000 Total Current Assets 317,917 - 317,917 Goodwill 10,876,694 (10,812,500 ) (1) 64,194 Intangible assets. net 12,700,000 (12,700,000 ) (1) - Total Assets 23,894,611 (23,512,500 ) 382,111 Current Liabilities: Accounts payable and accrued liabilities $ 96,313 $ (12,500 ) (2) $ 83,813 Accrued compensation 1,343,835 - 1,343,835 Due to related parties 22,394 - 22,394 Convertible notes and accrued interest 1,225,090 12,500 1,237,590 Derivative liability 608,344 - 608,344 Total Current Liabilities 3,295,976 - 3,295,976 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 25,000,000 Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 shares issued and outstanding 1,315,961 - 1,315,961 Discount for series B Preferred stock - (24,967,500 ) (24,967,500 ) Common stock to be issued 19,700 - 19,700 Additional paid-in capital 37,800,075 (24,997,500 ) 12,802,575 Accumulated deficit (18,540,591 ) 1,455,000 (17,085,591 ) Total Stockholders' Equity 20,598,635 (23,512,500 ) (2,913,865 ) Total Liabilities and Stockholders' Deficit $ 23,894,611 $ (23,512,500 ) $ 382,111 For The Three Months Ended September 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 110,904 $ (57,500 ) (2) $ 53,904 Compensation expense – related party 233,100 (300 ) 232,800 Amortization expense 727,500 (727,500 ) (1) - Total operating expenses 1,071,504 (785,300 ) 286,204 Loss from operations (1,071,504 ) 785,300 (286,204 ) Other income (expense): Interest expense (8,002 ) - (8,002 ) Gain on conversion 7,638 (7,638 ) (2) - Change in fair value of derivative 24,082 20,390 (2) 44,472 Loss on conversion (45,815 ) - (45,815 ) Total Other Expense (22,097 ) 12,752 (9,345 ) Net Loss $ (1,093,601 ) $ 798,052 $ (295,549 ) Loss per share $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding 1,275,319,438 - 1,275,319,438 For The Nine Months Ended September 30, 2023 As Reported Adjusted As Restated Operating Expenses: General and administrative $ 245,754 $ (57,500 ) (2) $ 188,254 Compensation expense – related party 521,200 - 521,200 Amortization expense 1,455,000 (1,455,000 ) (1) Total operating expenses 2,221,954 (1,512,500 ) 709,454 Loss from operations (2,221,954 ) 1,512,500 (709,454 ) Other income (expense): Interest expense (21,428 ) - (21,428 ) Gain on conversion 7,638 - 7,638 Change in fair value of derivative (259,028 ) - (259,028 ) Loss on conversion (45,815 ) (57,500 ) (2) (103,315 ) Total Other Expense (318,633 ) (57,500 ) (376,133 ) Net Loss $ (2,540,587 ) $ 1,455,000 $ (1,085,587 ) Loss per share $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding 1,121,275,825 - 1,121,275,825 |
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 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 16, 2021 | |
Preferred stock, par value | $ 10 | $ 10 | $ 10 | |
Fyniti [Member] | ||||
Preferred stock, par value | $ 10 | |||
Preferred stock issued for acquisition, shares | 2,500,000 |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details) | Sep. 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 | 608,344 |
Total | 608,344 |
Series B Preferred Stock [Member] | |
Derivative | $ 0 |
SUMMARY OF SIGNIFICANT POLICI_5
SUMMARY OF SIGNIFICANT POLICIES (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative | $ 608,344 | $ 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 | 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, $50,000 of which was to be paid within 21 days and the balance within 60 days |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Balance | $ 784,592 | $ 682,377 |
Additions | 138,580 | |
Conversions/ Payments | (36,365) | |
Other accrued interest | ||
Balance | 106,094 | 134,349 |
Conversions/ Payments | (25,255) | |
Total convertible debt and accrued interest | ||
Balance | 1,237,590 | 1,154,805 |
Additions | 171,660 | |
Conversions/ Payments | $ (88,875) | |
Mammoth Corporation [Member] | ||
Date Issued | Jan. 12, 2022 | |
Maturity Date | Jan. 12, 2023 | |
Balance | $ 268,366 | 268,366 |
Additions | 0 | |
Conversions/ Payments | $ 0 | |
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 | |
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 | |
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 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 | $ 346,904 | 338,079 |
Additions | 33,080 | |
Conversions/ Payments | $ (24,255) | |
Kanno Group Holdingsll Ltd Fifteen [Member] | ||
Date Issued | Sep. 30, 2023 | |
Maturity Date | Sep. 30, 2024 | |
Balance | $ 36,230 | $ 0 |
Additions | 36,230 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.00042 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | ||
Balance at beginning | $ 536,399 | $ 2,215,981 |
Derivative (gain) due to mark to market adjustment | 259,028 | (1,679,582) |
Decrease to derivative due to conversion | (187,083) | |
Balance at ending | $ 608,344 | $ 536,399 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Stock price | $ 0.0008 | |
Volatility (annual) | 128.54% | |
Risk-free rate | 5.55% | |
Years to maturity | 1 year | 3 months |
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Stock price | $ 0.006 | |
Conversion price | $ 0.0016 | $ 0.0005 |
Volatility (annual) | 163.53% | |
Risk-free rate | 0.39% | |
Maximum [Member] | ||
Stock price | $ 0.0115 | |
Conversion price | $ 0.0098 | $ 0.0007 |
Volatility (annual) | 214.94% | |
Risk-free rate | 1.55% |
CONVERTIBLE NOTES PAYABLE (De_4
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 21, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 12, 2022 | |
Conversion of stock, amount converted | $ 131,040 | |||
Conversion of stock, shares converted | 72,000,000 | |||
Due on the note | $ 231,641 | |||
Mammoth Corporation [Member] | ||||
Principal balance | $ 550,000 | |||
Initial tranche | 110,400 | |||
Net of OID and fee | $ 4,600 | |||
Conversion of stock, amount converted | $ 36,365 | $ 131,040 | ||
Conversion of stock, shares converted | 103,900,000 | 103,900,000 | ||
Kanno Group Holdings [Member] | ||||
Conversion of stock, amount converted | $ 24,255 | |||
Conversion of stock, shares converted | 63,000,000 | |||
Kanno [Member] | ||||
Principal balance | $ 399,046 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 20, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Conversion of stock, amount converted | $ 131,040 | ||||
Number of shares converted | 72,000,000 | ||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | |||
Common stock to be issued | $ 19,700 | $ 23,500 | |||
August 14, 2023 [Member] | |||||
Common stock, shares authorized | 3,000,000,000 | ||||
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 | $ 36,365 | $ 131,040 | |||
Number of shares converted | 103,900,000 | 103,900,000 | |||
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 | 9 Months Ended | ||
Apr. 21, 2023 | Dec. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Series A Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock designated | 1,000,000 | 1,000,000 | ||
Share issue price | $ 1 | |||
Discount rate | 20% | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | |
Preferred stock designated | 4,500,000 | 4,500,000 | 4,500,000 | |
Discount rate | 10% | |||
Series B Preferred Stock [Member] | Fyniti [Member] | ||||
Preferred stock, par value | $ 10 | |||
Preferred stock issued for acquisition, shares | 2,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 02, 2023 | Jan. 18, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 01, 2023 | |
Accrued compensation | $ 1,343,835 | $ 926,835 | |||
J W Price L L [Member] | |||||
Share Price | $ 0.0135 | $ 0.0009 | |||
Stock issued for services | 100,000,000 | 100,000,000 | |||
Non-cash compensation expense | $ 90,000 | $ 1,350,000 | |||
Rony Hughes [Member] | |||||
Share Price | $ 0.0135 | ||||
Stock issued for services | 75,000,000 | ||||
Non-cash compensation expense | $ 1,012,500 | ||||
Ronald Hughes [Member] | |||||
Non-cash compensation expense | 5,150 | $ 23,600 | |||
Compensation payable | 17,500 | ||||
Increase in compensation amount | $ 20,000 | ||||
Discount rate | 10% | ||||
Stock issued for consulting fee | 6,000,000 | ||||
Accrued compensation | $ 401,000 | $ 221,000 | |||
Additional Accrued compensation | 56,000 | ||||
Due for cash advances | 16,810 | ||||
Erik Blum [Member] | |||||
Non-cash compensation expense | 6,050 | $ 27,875 | |||
Compensation payable | 20,000 | ||||
Increase in compensation amount | $ 25,000 | ||||
Discount rate | 10% | ||||
Stock issued for consulting fee | 4,500,000 | 6,000,000 | |||
Accrued compensation | $ 525,960 | $ 288,960 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) | Sep. 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 | 5 Months Ended | ||
Apr. 21, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 16, 2021 | |
Series B Preferred Stock [Member] | ||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | |
Fyniti [Member] | ||||
Acquisition cost | $ 49,443 | |||
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 ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||||||||
Cash | $ 17,917 | $ 2,350 | ||||||
Receivable | 300,000 | 300,000 | ||||||
Total Current Assets | 317,917 | 308,350 | ||||||
Goodwill | 64,194 | 0 | ||||||
Intangible assets. net | 0 | |||||||
Total Assets | 382,111 | 308,350 | ||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 83,813 | 30,044 | ||||||
Accrued compensation | 1,343,835 | 926,835 | ||||||
Due to related parties | 22,394 | 15,625 | ||||||
Convertible notes and accrued interest | 1,237,590 | 1,154,805 | ||||||
Derivative liability | 608,344 | 536,399 | ||||||
Total Current Liabilities | 3,295,976 | 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 | 1,315,961 | 962,536 | ||||||
Common stock to be issued | 19,700 | 23,500 | ||||||
Discount for series B Preferred stock | (24,967,500) | |||||||
Additional paid-in capital | 12,802,575 | 12,657,620 | ||||||
Accumulated deficit | (17,085,591) | (16,000,004) | ||||||
Total Liabilities and Stockholders' Deficit | 382,111 | 308,350 | ||||||
Total Stockholders' Deficit | (2,913,865) | $ (2,775,796) | $ (2,615,715) | (2,355,358) | $ (2,840,511) | $ (2,919,540) | $ (2,447,919) | $ (3,775,078) |
Total Assets | (382,111) | (308,350) | ||||||
Accounts payable and accrued liabilities | (83,813) | (30,044) | ||||||
Total Current Liabilities | (3,295,976) | (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 | (1,315,961) | (962,536) | ||||||
Total Liabilities and Stockholders' Deficit | (382,111) | (308,350) | ||||||
As Reported [Member] | ||||||||
Current Assets: | ||||||||
Cash | 17,917 | |||||||
Receivable | 300,000 | |||||||
Total Current Assets | 317,917 | |||||||
Goodwill | 10,876,694 | |||||||
Intangible assets. net | 12,700,000 | |||||||
Total Assets | 23,894,611 | |||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 96,313 | |||||||
Accrued compensation | 1,343,835 | |||||||
Due to related parties | 22,394 | |||||||
Convertible notes and accrued interest | 1,225,090 | |||||||
Derivative liability | 608,344 | |||||||
Total Current Liabilities | 3,295,976 | |||||||
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 | 1,315,961 | |||||||
Common stock to be issued | 19,700 | |||||||
Discount for series B Preferred stock | 0 | |||||||
Additional paid-in capital | 37,800,075 | |||||||
Accumulated deficit | (18,540,591) | |||||||
Total Liabilities and Stockholders' Deficit | 23,894,611 | |||||||
Total Stockholders' Deficit | 20,598,635 | |||||||
Total Assets | (23,894,611) | |||||||
Accounts payable and accrued liabilities | (96,313) | |||||||
Total Current Liabilities | (3,295,976) | |||||||
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 | (1,315,961) | |||||||
Total Liabilities and Stockholders' Deficit | (23,894,611) | |||||||
Adjusted [Member] | ||||||||
Current Assets: | ||||||||
Cash | 0 | |||||||
Receivable | 0 | |||||||
Total Current Assets | 0 | |||||||
Goodwill | (10,812,500) | |||||||
Intangible assets. net | 12,700,000 | |||||||
Total Assets | 23,512,500 | |||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 12,500 | |||||||
Accrued compensation | 0 | |||||||
Due to related parties | 0 | |||||||
Convertible notes and accrued interest | 12,500 | |||||||
Derivative liability | 0 | |||||||
Total Current Liabilities | 0 | |||||||
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 | 0 | |||||||
Common stock to be issued | 0 | |||||||
Discount for series B Preferred stock | (24,967,500) | |||||||
Additional paid-in capital | (24,997,500) | |||||||
Accumulated deficit | 1,455,000 | |||||||
Total Liabilities and Stockholders' Deficit | 23,512,500 | |||||||
Total Stockholders' Deficit | (23,512,500) | |||||||
Total Assets | (23,512,500) | |||||||
Accounts payable and accrued liabilities | (12,500) | |||||||
Total Current Liabilities | 0 | |||||||
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 | 0 | |||||||
Total Liabilities and Stockholders' Deficit | (23,512,500) | |||||||
Series A Preferred Stock [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | 990 | 990 | ||||||
Series A Preferred Stock [Member] | As Reported [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | 990 | |||||||
Series A Preferred Stock [Member] | Adjusted [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | 0 | |||||||
Series B Preferred Stock [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | 25,000,000 | $ 0 | ||||||
Series B Preferred Stock [Member] | As Reported [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | 2,500 | |||||||
Series B Preferred Stock [Member] | Adjusted [Member] | ||||||||
Current Liabilities: | ||||||||
Preferred stock, value | $ 24,997,500 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||||||
General and administrative | $ 53,904 | $ 188,254 | ||||||
Compensation expense - related party | 232,800 | $ 144,600 | 521,200 | $ 2,813,075 | ||||
Amortization expense | 0 | |||||||
Total operating expenses | 286,204 | 185,955 | 709,454 | 3,014,537 | ||||
Loss from operations | (286,204) | (185,955) | (709,454) | (3,014,537) | ||||
Other income (expense): | ||||||||
Interest expense | (8,002) | (24,451) | (21,428) | (64,291) | ||||
Gain on conversion | 0 | 0 | 7,638 | 0 | ||||
Loss on conversion | (45,815) | (103,315) | ||||||
Change in fair value of derivative | 44,472 | 234,435 | (259,028) | 1,376,380 | ||||
Total Other Expense | (9,345) | 229,984 | (376,133) | 1,332,089 | ||||
Net loss | $ (295,549) | $ (359,131) | $ (430,907) | $ 44,029 | $ (507,696) | $ (1,218,781) | $ (1,085,587) | $ (1,682,448) |
Earnings Per Share, Basic | $ 0 | $ 0 | ||||||
Weighted average common shares outstanding | 1,275,319,438 | 1,121,275,825 | ||||||
As Reported [Member] | ||||||||
Operating Expenses: | ||||||||
General and administrative | $ 110,904 | $ 245,754 | ||||||
Compensation expense - related party | 233,100 | 521,200 | ||||||
Amortization expense | 727,500 | 1,455,000 | ||||||
Total operating expenses | 1,071,504 | 2,221,954 | ||||||
Loss from operations | (1,071,504) | (2,221,954) | ||||||
Other income (expense): | ||||||||
Interest expense | (8,002) | (21,428) | ||||||
Gain on conversion | 7,638 | 7,638 | ||||||
Loss on conversion | (45,815) | (45,815) | ||||||
Change in fair value of derivative | 24,082 | (259,028) | ||||||
Total Other Expense | (22,097) | (318,633) | ||||||
Net loss | $ (1,093,601) | $ (2,540,587) | ||||||
Earnings Per Share, Basic | $ 0 | $ 0 | ||||||
Weighted average common shares outstanding | 1,275,319,438 | 1,121,275,825 | ||||||
Adjusted [Member] | ||||||||
Operating Expenses: | ||||||||
General and administrative | $ 57,500 | $ 57,500 | ||||||
Compensation expense - related party | (300) | 0 | ||||||
Amortization expense | 727,500 | 1,455,000 | ||||||
Total operating expenses | (785,300) | (1,512,500) | ||||||
Loss from operations | 785,300 | 1,512,500 | ||||||
Other income (expense): | ||||||||
Interest expense | 0 | 0 | ||||||
Gain on conversion | (7,638) | 0 | ||||||
Loss on conversion | 0 | (57,500) | ||||||
Change in fair value of derivative | 20,390 | 0 | ||||||
Total Other Expense | 12,752 | (57,500) | ||||||
Net loss | $ 798,052 | $ 1,455,000 | ||||||
Earnings Per Share, Basic | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Nov. 10, 2023 USD ($) |
Mammoth Corporation [Member] | Subsequent Event [Member] | |
Loan amount | $ 28,000 |