Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 20, 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, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 1,352,951,483 | |
Entity File Number | 000-56558 | |
Entity Incorporation State Country Code | NV | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 1,418 | $ 7,269 |
Receivable | 0 | 300,000 |
Total Current Assets | 1,418 | 307,269 |
Goodwill | 64,194 | 64,194 |
Intangible assets | 29,600 | 0 |
Total Assets | 95,212 | 371,463 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 78,219 | 87,887 |
Accrued compensation | 39,750 | 1,486,335 |
Due to related parties | 16,810 | 22,394 |
Notes payable - related party | 1,111,460 | 0 |
Convertible notes | 8,923,771 | 846,269 |
Accrued interest | 533,127 | 465,064 |
Derivative liability | 6,524,745 | 792,575 |
Total Current Liabilities | 17,227,882 | 3,700,524 |
Total Liabilities | 17,227,882 | 3,700,524 |
Stockholders' Deficit: | ||
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,352,951,483 and 1,379,960,743 shares issued and outstanding, respectively | 1,352,952 | 1,379,961 |
Common stock to be issued | 0 | 22,000 |
Additional paid-in capital | 13,505,174 | 12,796,175 |
Accumulated deficit | (32,024,286) | (17,560,687) |
Total Stockholders' Deficit | (17,132,670) | (3,329,061) |
Total Liabilities and Stockholders' Deficit | 95,212 | 371,463 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 32,500 | 32,500 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | $ 990 | $ 990 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 1,352,951,483 | 1,379,960,743 |
Common stock, shares outstanding | 1,352,951,483 | 1,379,960,743 |
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 | 2,500,000 |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Expenses: | ||||
General and administrative | $ 42,083 | $ 92,575 | $ 129,166 | $ 134,850 |
Compensation expense - related party | 116,000 | 144,050 | 233,800 | 288,400 |
Bad debt expense | 300,000 | 0 | 300,000 | 0 |
Development expense | 30,000 | 0 | 30,000 | 0 |
Total operating expenses | 488,083 | 236,625 | 692,966 | 423,250 |
Loss from operations | (488,083) | (236,625) | (692,966) | (423,250) |
Other income (expense): | ||||
Interest expense | (52,312) | (5,470) | (68,063) | (13,426) |
Gain on conversion of debt | 0 | 7,638 | 0 | 7,638 |
Loss on conversion of debt | 0 | (57,500) | 0 | (57,500) |
Transaction expense | (7,970,400) | 0 | (7,970,400) | 0 |
Change in fair value of derivative | (6,108,617) | (67,174) | (5,732,170) | (303,500) |
Total Other Expense | (14,131,329) | (122,506) | (13,770,633) | (366,788) |
Net Loss | $ (14,619,412) | $ (359,131) | $ (14,463,599) | $ (790,038) |
Net loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted average shares outstanding, basic and diluted | 1,433,371,101 | 1,049,261,042 | 1,429,545,043 | 1,028,336,525 |
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 [Member] | Additional Paid-In Capital | Discount to Preferred stock [Member] | Common Stock to Be Issued [Member] | Retained Earnings (Accumulated Deficit) |
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 - related party | 4,350 | 0 | 0 | $ 0 | 0 | 0 | 4,350 | 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) |
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 | (790,038) | |||||||
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) |
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 - related party | 4,050 | 0 | 0 | $ 0 | 0 | 0 | 4,050 | 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) |
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) |
Balance, shares at Dec. 31, 2023 | 990,346 | 2,500,000 | 1,379,960,743 | |||||
Balance, amount at Dec. 31, 2023 | (3,329,061) | $ 990 | $ 32,500 | $ 1,379,961 | 12,796,175 | 22,000 | (17,560,687) | |
Common stock issued for services - related party | 1,800 | 0 | 0 | $ 19,000 | 4,800 | (22,000) | 0 | |
Common stock issued for services, shares | 75,000,000 | |||||||
Common stock issued for services, amount | 75,000 | 0 | 0 | $ 75,000 | 0 | 0 | 0 | |
Net loss | 155,813 | $ 0 | $ 0 | $ 0 | 0 | 0 | 155,813 | |
Common stock issued for services - related party, shares | 19,000,000 | |||||||
Balance, shares at Mar. 31, 2024 | 990,346 | 2,500,000 | 1,473,960,743 | |||||
Balance, amount at Mar. 31, 2024 | (3,096,448) | $ 990 | $ 32,500 | $ 1,473,961 | 12,800,975 | 0 | (17,404,874) | |
Balance, shares at Dec. 31, 2023 | 990,346 | 2,500,000 | 1,379,960,743 | |||||
Balance, amount at Dec. 31, 2023 | (3,329,061) | $ 990 | $ 32,500 | $ 1,379,961 | 12,796,175 | 22,000 | (17,560,687) | |
Net loss | (14,463,599) | |||||||
Balance, shares at Jun. 30, 2024 | 990,346 | 2,500,000 | 1,352,951,483 | |||||
Balance, amount at Jun. 30, 2024 | (17,132,670) | $ 990 | $ 32,500 | $ 1,352,952 | 13,505,174 | 0 | (32,024,286) | |
Balance, shares at Mar. 31, 2024 | 990,346 | 2,500,000 | 1,473,960,743 | |||||
Balance, amount at Mar. 31, 2024 | (3,096,448) | $ 990 | $ 32,500 | $ 1,473,961 | 12,800,975 | 0 | (17,404,874) | |
Net loss | (14,619,412) | 0 | 0 | $ 0 | 0 | 0 | (14,619,412) | |
Common stock issued for accrued compensation - related party, shares | 121,990,740 | |||||||
Common stock issued for accrued compensation - related party, amount | 204,500 | 0 | 0 | $ 121,991 | 82,509 | 0 | 0 | |
Common stock issued for accrued compensation, shares | 7,000,000 | |||||||
Common stock issued for accrued compensation, amount | 14,000 | 0 | 0 | $ 7,000 | 7,000 | 0 | 0 | |
Common stock cancelled, shares | 250,000,000 | |||||||
Common stock cancelled, amount | 0 | 0 | $ (250,000) | 250,000 | 0 | 0 | ||
Forgiveness of debt - related party | 364,690 | $ 0 | $ 0 | $ 0 | 364,690 | 0 | 0 | |
Balance, shares at Jun. 30, 2024 | 990,346 | 2,500,000 | 1,352,951,483 | |||||
Balance, amount at Jun. 30, 2024 | $ (17,132,670) | $ 990 | $ 32,500 | $ 1,352,952 | $ 13,505,174 | $ 0 | $ (32,024,286) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,463,599) | $ (790,038) |
Common stock issued for services - related party | 1,800 | 8,400 |
Common stock issued for services | 75,000 | 37,500 |
Change in fair value of derivative | 5,732,170 | 303,500 |
Gain on conversion of debt | 0 | (7,638) |
Loss on conversion of debt | 0 | 57,500 |
Bad debt expense | 300,000 | 0 |
Transaction expense | 7,970,400 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 6,000 |
Accounts payable and accrued liabilities | (9,668) | 24,254 |
Accrued interest | 68,063 | 9,338 |
Accrued compensation - related party | 244,251 | 280,000 |
Net cash used in operating activities | (81,583) | (71,184) |
Cash Flows from Investing Activities: | 0 | 0 |
Cash Flows from Financing Activities: | ||
Cash overdraft assumed with acquisition | 0 | (425) |
(Repayment) / proceeds from loan - related party | (1,771) | 5,000 |
Proceeds from loans | 77,503 | 105,350 |
Net cash provided by financing activities | 75,732 | 109,925 |
Net change in cash | (5,851) | 38,741 |
Cash at beginning of period | 7,269 | 2,350 |
Cash at end of period | 1,418 | 41,091 |
Supplemental schedule of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental non-cash disclosure: | ||
Acquisition of intangible assets | $ 29,600 | $ 0 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 | |
SUMMARY OF SIGNIFICANT POLICIES | |
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, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2023. 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, 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, calculations used for stock based compensation, fair value of net assets acquired in a business combination and the estimate of the valuation allowance on deferred taxes. 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, 2024 and December 31, 2023. 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) Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. 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 approximates 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, 2024: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 6,524,745 Total $ - $ - $ 6,524,745 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, 2023: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 792,575 Total $ - $ - $ 792,575 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, 2024 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 — GOING CONCERN The accompanying unaudited consolidated 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. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 4— CONVERTIBLE NOTES PAYABLE A summary of all the Company’s convertible loans is as follows. Date Issued Maturity Date Rate Balance 12/31/2023 Additions Conversions/ Payments Balance 6/30/2024 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 12 % $ 42,601 $ - $ - $ 42,601 $ 0.00466 Kanno Group Holdings ll Ltd 1/6/2020 1/6/2021 12 % $ 14,977 $ - $ - $ 14,977 $ 0.00615 Kanno Group Holdings ll Ltd 6/30/2020 6/30/2021 12 % $ 7,732 $ - $ - $ 7,732 $ 0.00615 Kanno Group Holdings ll Ltd 12/31/2020 12/31/2021 12 % $ 9,527 $ - $ - $ 9,527 $ 0.00185 Kanno Group Holdings ll Ltd 3/31/2021 3/31/2022 12 % $ 5,112 $ - $ - $ 5,112 $ 0.00628 Kanno Group Holdings ll Ltd 7/24/2021 7/24/2022 12 % $ 5,406 $ - $ - $ 5,406 $ 0.00603 Kanno Group Holdings ll Ltd 11/1/2021 11/1/2022 12 % $ 2,828 $ - $ - $ 2,828 $ 0.00544 Kanno Group Holdings ll Ltd 12/31/2021 12/31/2022 12 % $ 37,391 $ - $ - $ 37,391 $ 0.00509 Mammoth Corporation 1/12/2022 1/12/2023 12 % $ 231,652 $ - $ - $ 231,652 (3 ) Mammoth Corporation 1/21/2022 1/21/2023 12 % $ 157,300 $ - $ - $ 157,300 (4 ) Kanno Group Holdings ll Ltd 3/31/2022 3/31/2023 12 % $ 7,606 $ - $ - $ 7,606 $ 0.00222 Kanno Group Holdings ll Ltd 4/25/2022 4/25/2023 12 % $ 50,000 $ - $ - $ 50,000 $ 0.00206 Kanno Group Holdings ll Ltd 7/12/2022 7/12/2023 12 % $ 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 Kanno Group Holdings ll Ltd 12/31/2023 9/30/2024 n/a $ 19,726 $ - $ - $ 19,726 $ 0.00035 Kanno Group Holdings ll Ltd 3/31/2024 3/31/2025 n/a $ - $ 9,918 $ - $ 9,918 $ 0.0003 Kanno Group Holdings ll Ltd 6/30/2024 6/30/2025 n/a $ - $ 67,584 $ - $ 67,584 $ 0.00117 ChainTrade, Ltd 5/30/2024 11/30/2025 5 % $ - $ 8,000,000 $ $ 8,000,000 $ 1.00 $ 846,269 $ 8,077,502 $ - $ 8,923,771 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 339,077 $ 13,267 $ - $ 352,344 Other accrued interest n/a n/a n/a $ 125,987 $ 54,796 $ - $ 180,783 Total convertible debt and accrued interest $ 1,311,333 8,145,565 $ - $ 9,456,898 (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. All notes past their maturity date are considered to be default. A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2022 $ 536,399 Decrease to derivative due to conversion (231,367 ) Derivative loss due to mark to market adjustment 487,543 Balance at December 31, 2023 792,575 Decrease to derivative due to modification of debt (478,815 ) Derivative loss due to mark to market adjustment 6,210,985 Balance at June 30, 2024 $ 6,524,745 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, 2024, is as follows: Inputs June 30, 2024 Initial Valuation Stock price $ 0.0055 $ 0.006 – 0.0115 Conversion price $ 0.0003 – 0.0004 $ 0.0016 – 0.0098 Volatility (annual) 264.12 % 163.53%–214.94% Risk-free rate 5.48 % 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, 2024 | |
COMMON STOCK | |
COMMON STOCK | NOTE 5 — COMMON STOCK During Q1 2024, the Company granted 75,000,000 shares of common stock to a service provider. The shares were valued at 0.001, the closing stock price on the date of grant for total non-cash stock compensation expense of $75,000. During Q2 2024, the Company issued 7,000,000 shares of common stock for conversion of accrued compensation of $14,000. The shares were value at $0.002, the closing stock price on the date of grant On June 7, 2024, the Company cancelled 250,000,000 shares of common stock. Refer to Note 8 for shares issued to related parties. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2024 | |
PREFERRED STOCK | |
PREFERRED STOCK | NOTE 6 — 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, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 — RELATED PARTY TRANSACTIONS On December 26, 2023, Xuqiang (Adam) Yang, was appointed as Chief Financial Officer (“CFO”) of the Company to replace Mr. Blum, who was serving as the Interim CFO. Per the terms of the consulting agreement to serve as the Company’s CFO Mr. Yang will be compensated $7,000 per month, beginning November 1, 2023. On June 15, 2024, Mr. Yang converted $55,000 of accrued compensation into 27,500,000 shares of common stock. As of June 30, 2024 and December 31, 2023, there is $0 and $14,000 due to Mr. Yang, respectively. On March 25, 2024, the Company issued 9,500,000 shares of common stock to JW Price LLC. 2,000,000 shares are for shares earned in the current period. Those shares were valued at $0.0006, the closing price on the date of grant, for total non-cash compensation expense of $1,200. All other shares issued were earned in the prior period and had been disclosed as common stock to be issued. On March 25, 2024, the Company issued 9,500,000 shares of common stock to Ronald Hughes for services. 1,000,000 shares are shares earned in the current period. Those shares were valued at $0.0006, the closing price on the date of grant, for total non-cash compensation expense of $600. All other shares issued were earned in the prior period and had been disclosed as common stock to be issued. On March 31, 2024, the Company entered into a new consulting agreement with Ronald Hughes and North Arm Capital LLC. Per the terms of the agreement, effective January 1, 2024, Mr. Hughes is to be compensated $5,000 per month. In addition, the Company issued to Mr. Hughes a convertible promissory note for all accrued compensation as of December 31, 2023. The note for $517,000 is non-interest bearing and convertible into shares of common stock at $0.0006 per share. On June 15, 2024, Mr. Hughes converted $25,000 of accrued compensation into 12,500,000 shares of common stock. As of June 30, 2024 and December 31, 2023, there is $5,000 and $0 due to Mr. Hughes, respectively, for accrued consulting services. On March 31, 2024, the Company entered into a new consulting agreement with Erik Blum and J W Price LLC. Per the terms of the agreement, effective January 1, 2024, Mr. Blum is to be compensated $26,666 per month. In addition, the Company issued to Mr. Blum a convertible promissory note for all accrued compensation as of December 31, 2023. The note for $594,460 is non-interest bearing and convertible into shares of common stock at $0.00055 per share. During the six months ended June 30, 2024, Mr. Blume converted $124,500 of accrued compensation into 81,990,740 shares of common stock. As of June 30, 2024 and December 31, 2023, there is $34,750 and $0 due to Mr. Blum, respectively, for accrued consulting services. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2024 | |
ACQUISITIONS | |
ACQUISITION | NOTE 8 – ACQUISITIONS 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 six months ended June 30, 2024, includes $0 and $1,191 of income and expenses, respectively, from Fyniti. 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 On June 21, 2024, the Company closed on the May 30, 2024 Acquisition Agreement (the “Acquisition Agreement”) with ChainTrade, LTD (“ChainTrade”), to purchase 100% of the assets of ChainTrade’s AI-powered Trading Platform (the “Platform”). Under the terms of the Acquisition Agreement, the Company purchased the ChainTrade Assets in exchange for an $8,000,000 promissory note, with a term of 18 months, and a 5% interest rate. The Note is convertible into shares of the Company’s Common Stock at $1 per share. The Company has also committed to provide total working capital of $500,000, in tranches, over 18 months. The first tranche of $30,000 was paid during the quarter ended June 30, 2024. The purchase price is based on an estimate of the fair value of the convertible shares. The excess of the purchase price over the net assets acquired and liabilities assumed of $7,970,400 has been recorded as a transaction expense. The balance of $29,600 has been capitalized to intangible assets and will be amortized over the estimated useful life of the assets of three years. On June 25, 2024, as required by the Acquisition Agreement, Paul (Prem) Couture, CEO of ChainTrade, and Red Matter Capital, was appointed as the Company’s Chief Technology Officer. Mr. Couture and the Company entered into an Employment Agreement under which he is to be paid a salary of $7,500 per month, for a term of one year for his service as Chief Technology Officer. Also on June 25, 2024, Bryan Feinberg was appointed to our Board of Directors. Mr. Feinberg also entered into a Technology Consulting Agreement with the Company under which he will be paid a monthly consulting fee of $7,500. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9— SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events Subsequent to June 30, 2024, the Company exchanged $516,004 of debt in the form of convertible promissory notes (the “Debt”) for Series D Preferred Shares (“Preferred Shares”). The Debt is comprised of $516,004 held in two previous convertible notes; $313,323 and $202,681 respectively. The Company shall issue 55,000 Preferred Shares in exchange for the Debt. The Preferred Shares shall convert into the Company’s common stock at a share price of the lesser of $0.005 or 65% of the average closing price in the preceding 90 trading sessions. The conversion of Preferred Shares to common stock is permitted after two years from Preferred Share issuance with a maximum of 4.99% per conversion. Subsequent to June 30, 2024, the Company exchanged $436,884 of debt in the form of consulting fees and management conversion of accrued earnings (the “Debt”). The Debt is comprised of $300,374 held by one of our non-affiliate debt holders. The balance of $136,500 is comprised of accrued consulting fees held by current insiders, and all of the Debt was converted to the Company’s common shares at $0.002 per share, for a total of 68,250,000. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2023. |
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, 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, calculations used for stock based compensation, fair value of net assets acquired in a business combination and the estimate of the valuation allowance on deferred taxes. 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, 2024 and December 31, 2023. |
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) |
Revenue Recognition | The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. |
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 approximates 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, 2024: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 6,524,745 Total $ - $ - $ 6,524,745 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, 2023: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 792,575 Total $ - $ - $ 792,575 |
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, 2024 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of fair value, assets measured on recurring basis | Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 6,524,745 Total $ - $ - $ 6,524,745 |
Schedule of fair value, liabilities measured on recurring basis | Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 792,575 Total $ - $ - $ 792,575 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of convertible loans | Date Issued Maturity Date Rate Balance 12/31/2023 Additions Conversions/ Payments Balance 6/30/2024 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 12 % $ 42,601 $ - $ - $ 42,601 $ 0.00466 Kanno Group Holdings ll Ltd 1/6/2020 1/6/2021 12 % $ 14,977 $ - $ - $ 14,977 $ 0.00615 Kanno Group Holdings ll Ltd 6/30/2020 6/30/2021 12 % $ 7,732 $ - $ - $ 7,732 $ 0.00615 Kanno Group Holdings ll Ltd 12/31/2020 12/31/2021 12 % $ 9,527 $ - $ - $ 9,527 $ 0.00185 Kanno Group Holdings ll Ltd 3/31/2021 3/31/2022 12 % $ 5,112 $ - $ - $ 5,112 $ 0.00628 Kanno Group Holdings ll Ltd 7/24/2021 7/24/2022 12 % $ 5,406 $ - $ - $ 5,406 $ 0.00603 Kanno Group Holdings ll Ltd 11/1/2021 11/1/2022 12 % $ 2,828 $ - $ - $ 2,828 $ 0.00544 Kanno Group Holdings ll Ltd 12/31/2021 12/31/2022 12 % $ 37,391 $ - $ - $ 37,391 $ 0.00509 Mammoth Corporation 1/12/2022 1/12/2023 12 % $ 231,652 $ - $ - $ 231,652 (3 ) Mammoth Corporation 1/21/2022 1/21/2023 12 % $ 157,300 $ - $ - $ 157,300 (4 ) Kanno Group Holdings ll Ltd 3/31/2022 3/31/2023 12 % $ 7,606 $ - $ - $ 7,606 $ 0.00222 Kanno Group Holdings ll Ltd 4/25/2022 4/25/2023 12 % $ 50,000 $ - $ - $ 50,000 $ 0.00206 Kanno Group Holdings ll Ltd 7/12/2022 7/12/2023 12 % $ 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 Kanno Group Holdings ll Ltd 12/31/2023 9/30/2024 n/a $ 19,726 $ - $ - $ 19,726 $ 0.00035 Kanno Group Holdings ll Ltd 3/31/2024 3/31/2025 n/a $ - $ 9,918 $ - $ 9,918 $ 0.0003 Kanno Group Holdings ll Ltd 6/30/2024 6/30/2025 n/a $ - $ 67,584 $ - $ 67,584 $ 0.00117 ChainTrade, Ltd 5/30/2024 11/30/2025 5 % $ - $ 8,000,000 $ $ 8,000,000 $ 1.00 $ 846,269 $ 8,077,502 $ - $ 8,923,771 Kanno Group Holdings ll Ltd – accrued interest n/a n/a n/a $ 339,077 $ 13,267 $ - $ 352,344 Other accrued interest n/a n/a n/a $ 125,987 $ 54,796 $ - $ 180,783 Total convertible debt and accrued interest $ 1,311,333 8,145,565 $ - $ 9,456,898 |
Schedule of derivative liabilities at fair value | Balance at December 31, 2022 $ 536,399 Decrease to derivative due to conversion (231,367 ) Derivative loss due to mark to market adjustment 487,543 Balance at December 31, 2023 792,575 Decrease to derivative due to modification of debt (478,815 ) Derivative loss due to mark to market adjustment 6,210,985 Balance at June 30, 2024 $ 6,524,745 |
Schedule of defined benefit plan, assumptions | Inputs June 30, 2024 Initial Valuation Stock price $ 0.0055 $ 0.006 – 0.0115 Conversion price $ 0.0003 – 0.0004 $ 0.0016 – 0.0098 Volatility (annual) 264.12 % 163.53%–214.94% Risk-free rate 5.48 % 0.39%–1.55% Dividend rate - - Years to maturity 0.25 1 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
ACQUISITIONS | |
Schedule of identifiable 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 |
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, 2024 | Dec. 31, 2023 | 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) - Fair Value Measurements Recurring [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Inputs Level 1 [Member] | ||
Derivative | $ 0 | $ 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative | 6,524,745 | 792,575 |
Total | $ 6,524,745 | $ 792,575 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Balance | $ 8,923,771 | $ 846,269 |
Additions | 8,077,502 | |
Conversions/ Payments | 0 | |
Other accrued interest | ||
Balance | 180,783 | 125,987 |
Additions | 54,796 | |
Conversions/ Payments | 0 | |
Total convertible debt and accrued interest | ||
Balance | 9,456,898 | 1,311,333 |
Additions | 8,145,565 | |
Conversions/ Payments | $ 0 | |
Mammoth Corporation [Member] | ||
Date Issued | Jan. 12, 2022 | |
Maturity Date | Jan. 12, 2023 | |
Rate | 12% | |
Balance | $ 231,652 | 231,652 |
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 [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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
Balance | $ 157,300 | 157,300 |
Additions | 0 | |
Conversions/ Payments | $ 0 | |
Kanno Group Holdingsll Ltd Eight [Member] | ||
Date Issued | Mar. 31, 2022 | |
Maturity Date | Mar. 31, 2023 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | |
Rate | 12% | |
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 | 13,312 |
Additions | 0 | |
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 | 89,038 |
Additions | 0 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.00084 | |
Kanno Group Holdingsll Ltd Fifteen [Member] | ||
Date Issued | Sep. 30, 2023 | |
Maturity Date | Sep. 30, 2024 | |
Balance | $ 36,230 | 36,230 |
Additions | 0 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.00042 | |
Kanno Group Holdingsll Ltd Sixteen [Member] | ||
Date Issued | Dec. 31, 2023 | |
Maturity Date | Sep. 30, 2024 | |
Balance | $ 19,726 | 19,726 |
Additions | 0 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.00035 | |
Kanno Group Holdingsll Ltd seventeen [Member] | ||
Date Issued | Mar. 31, 2024 | |
Maturity Date | Mar. 31, 2025 | |
Balance | $ 9,918 | 0 |
Additions | 9,918 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.0003 | |
Kanno Group Holdingsll Ltdaccruedinterest [Member] | ||
Balance | $ 352,344 | 339,077 |
Additions | 13,267 | |
Conversions/ Payments | $ 0 | |
Kanno Group Holdingsll Ltd Eighteen [Member] | ||
Date Issued | Jun. 30, 2024 | |
Maturity Date | Jun. 30, 2025 | |
Balance | $ 67,584 | 0 |
Additions | 67,584 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 0.00117 | |
ChainTrade, Ltd [Member] | ||
Date Issued | May 30, 2024 | |
Maturity Date | Nov. 30, 2025 | |
Rate | 5% | |
Balance | $ 8,000,000 | $ 0 |
Additions | 8,000,000 | |
Conversions/ Payments | $ 0 | |
Conv Term | $ 1 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CONVERTIBLE NOTES PAYABLE | ||
Balance at beginning | $ 792,575 | $ 536,399 |
Decrease to derivative due to modification of debt | 6,210,985 | 487,543 |
Decrease to derivative due to conversion | (478,815) | (231,367) |
Balance at ending | $ 6,524,745 | $ 792,575 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Stock price | $ 0.0055 | |
Volatility (annual) | 264.12% | |
Risk-free rate | 5.48% | |
Years to maturity | 3 months | 1 year |
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Stock price | $ 0.006 | |
Conversion price | $ 0.0003 | $ 0.0016 |
Volatility (annual) | 163.53% | |
Risk-free rate | 0.39% | |
Maximum [Member] | ||
Stock price | $ 0.0115 | |
Conversion price | $ 0.0004 | $ 0.0098 |
Volatility (annual) | 214.94% | |
Risk-free rate | 1.55% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 07, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Cancelled shares | 250,000,000 | |||
Common stock issued for conversion | 7,000,000 | |||
Accrued compensation | $ 14,000 | |||
Common stock share value | $ 0.001 | $ 0.001 | ||
Common Stock For Service Provider [Member] | ||||
Common stock share granted | 75,000,000 | |||
Common stock share value | $ 0.001 | |||
Non-cash stock compensation expense | $ 75,000 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | ||
Apr. 21, 2023 | Dec. 16, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
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 | 6 Months Ended | |
Jun. 15, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Common stock issued for conversion | 7,000,000 | ||
Accrued compensation | $ 14,000 | ||
Common stock issued | 1,352,951,483 | 1,379,960,743 | |
Erik Blum [Member] | |||
Common stock issued for conversion | 81,990,740 | ||
Accrued compensation | $ 124,500 | ||
Share Price | $ 0.00055 | ||
Accrued consulting services due | $ 34,750 | $ 0 | |
Compensation payable consulting agreement per month | 26,666 | ||
Non-interest bearing Note | 594,460 | ||
On March 25, 2024 [Member] | J W Price L L [Member] | |||
Non-cash stock compensation expense | $ 1,200 | ||
Share Price | $ 0.0006 | ||
Common stock issued | 9,500,000 | ||
Number of share earn during period | 2,000,000 | ||
On March 25, 2024 [Member] | Ronald Hughes [Member] | |||
Non-cash stock compensation expense | $ 600 | ||
Share Price | $ 0.0006 | ||
Common stock issued | 9,500,000 | ||
Number of share earn during period | 1,000,000 | ||
On March 31, 2024 [Member] | Ronald Hughes [Member] | |||
Common stock issued for conversion | 12,500,000 | ||
Accrued compensation | $ 25,000 | ||
Share Price | $ 0.0006 | ||
Accrued consulting services due | $ 5,000 | 0 | |
Compensation payable consulting agreement per month | 5,000 | ||
Non-interest bearing Note | 517,000 | ||
On December 26, 2023 [Member] | Xuqiang Adam Yang [Member] | |||
Common stock issued for conversion | 27,500,000 | ||
Accrued compensation | $ 55,000 | ||
Compensation payable consulting agreement per month | 7,000 | ||
Compensation payable | $ 0 | $ 14,000 |
ACQUISITION (Details)
ACQUISITION (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
ACQUISITIONS | |
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 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Jun. 25, 2024 | Jun. 21, 2024 | Apr. 21, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 16, 2021 | |
Acquisition of intangible assets | $ 29,600 | $ 0 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | ||||
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 | ||||||
Income | $ 0 | ||||||
Expenses | 1,191 | ||||||
Acquisition Agreement [Member] | Chain Trade [Member] | |||||||
Assets purchase percentage | 100% | ||||||
Promissory note issued for assets purchase | $ 8,000,000 | ||||||
Interest rate | 5% | ||||||
Price per share | $ 1 | ||||||
Total working capital | $ 500,000 | ||||||
First tranche payment | 30,000 | ||||||
Business Combination, Assets Acquired and Liabilities Assumed, Net | $ 7,970,400 | ||||||
Acquisition of intangible assets | $ 29,600 | ||||||
Employment Agreement [Member] | Mr. Couture [Member] | |||||||
Salary per month | $ 7,500 | ||||||
Monthly consulting fee | $ 7,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Convertible promissory note debt conversion | $ 8,923,771 | $ 846,269 |
Preferred Shares issued exchange for Debt | 55,000 | |
Share price description | The Preferred Shares shall convert into the Company’s common stock at a share price of the lesser of $0.005 or 65% of the average closing price in the preceding 90 trading sessions | |
Debt conversion of accrued earnings | $ 436,884 | |
Accrued consulting fee | $ 136,500 | |
Common shares conversion price | $ 0.002 | |
Debt converted amount | $ 68,250,000 | |
Non Affiliate Debt Holders [Member] | ||
Debt | $ 300,374 | |
Maximum [Member] | ||
Conversion price | $ 4.99 | |
Convertible Note 1 [Member] | ||
Convertible note | $ 313,323 | |
Convertible Note 2 [Member] | ||
Convertible note | 202,681 | |
Series D Preferred Stock [Member] | ||
Convertible promissory note debt conversion | $ 516,004 |