Sollensys (SOLS) 10-Q 16 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 16, 2022
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56448
Entity Registrant Name	Sollensys Corp
Entity Central Index Key	0001519177
Entity Tax Identification Number	80-0651816
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1470 Treeland Blvd. SE
Entity Address, City or Town	Palm Bay
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32909
City Area Code	(866)
Local Phone Number	438-7657
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		105,197,822
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	2475 Palm Bay Road NE
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Palm Bay
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32905

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,441,556	$ 592,534
Accounts receivable	1,391,190	1,717
Other receivables	169,775
Inventory	78,000	78,000
Prepaid expenses	151,099	60,749
Total current assets	4,231,620	733,000
Property, plant and equipment, net	3,370,724	2,944,830
Right of use assets	467,484
Other assets	17,994	17,994
Goodwill	11,145,713	200,199
Intangible assets, net	2,669,618	194,638
Total assets	21,903,153	4,090,661
Current liabilities:
Accounts payable	268,441	66,268
Due to former affiliated company	52,067
Accrued expenses	631,924	195,589
Deferred revenue	383,445	437,731
Lease liabilities current portion	137,450
Related party loans	3,391,816
Notes payable - short term	2,467,797	2,505,553
Total current liabilities	7,332,940	3,205,141
Notes payable - long term	16,037	19,137
Lease liabilities - long term	375,995
Deferred revenue - long term	188,571	205,714
Total liabilities	7,913,543	3,429,992
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021
Common stock, $0.001 par value, 300,000,000 shares authorized; 104,947,822 and 100,715,736 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	104,948	100,716
Additional paid-in capital	22,025,773	8,527,616
Accumulated deficit	(8,141,111)	(7,967,663)
Total stockholders’ equity	13,989,610	660,669
Total liabilities and stockholders’ equity	$ 21,903,153	$ 4,090,661

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	104,947,822	100,715,736
Common stock, shares outstanding	104,947,822	100,715,736

Consolidated Statements of Oper

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 6,292,177	$ 38,214	$ 6,736,273	$ 109,643
Cost of sales	2,233,418	30,400	2,630,074	62,744
Gross margin	4,058,760	7,814	4,106,199	46,899
Operating expenses:
General and administrative expense	2,786,398	882,989	4,146,943	1,446,546
Total operating expenses	2,786,398	882,989	4,146,943	1,446,546
Income (loss) from operations	1,272,362	(875,175)	(40,744)	(1,399,647)
Other income (expense)
Other income	7,839	1,508	7,839	1,508
Other expense	(2,861)		(2,861)
Interest expense	(45,776)	(9,896)	(91,721)	(9,896)
Total other expense, net	(40,798)	(8,388)	(86,743)	(8,388)
Net income (loss) before income taxes	1,231,563	(883,563)	(127,487)	(1,408,035)
Provision (benefit) for income taxes
Net income (loss)	$ 1,231,563	$ (883,563)	$ (127,487)	$ (1,408,035)
Basic and diluted income (loss) per common share	$ 0.01	$ (0.01)	$ 0	$ (0.01)
Weighted-average number of common shares outstanding:
Basic and diluted	104,620,885	99,469,218	102,696,874	99,422,334

Statements of Changes in Stockh

Statements of Changes in Stockholder's Equity (unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020		$ 99,355	$ 3,390,213	$ (3,442,078)	$ 47,490
Beginning balance, shares at Dec. 31, 2020		99,354,547
Private placement of common shares		$ 37	111,464		111,501
Private placement of common shares, shares		36,572
Net income				(524,472)	(524,472)
Ending balance, value at Mar. 31, 2021		$ 99,392	3,501,677	(3,966,550)	(365,481)
Ending balance, shares at Mar. 31, 2021		99,391,119
Private placement of common shares		$ 200	750,876		751,076
Private placement of common shares, shares		199,893
Net income				(883,563)	(883,563)
Stock based compensation		$ 44	234,316		234,360
Stock based compensation, shares		44,365
Ending balance, value at Jun. 30, 2021		$ 99,636	4,486,869	(4,850,113)	(263,608)
Ending balance, shares at Jun. 30, 2021		99,635,377
Beginning balance, value at Dec. 31, 2021		$ 100,716	8,527,616	(7,967,663)	660,669
Beginning balance, shares at Dec. 31, 2021		100,715,736
Impact of the adoption of ASC 842				(45,961)	(45,961)
Private placement of common shares		$ 159	509,842		510,001
Private placement of common shares, shares		158,750
Net income				(1,359,050)	(1,359,050)
Stock based compensation			50,849		50,849
Ending balance, value at Mar. 31, 2022		$ 100,875	9,088,307	(9,372,673)	(183,492)
Ending balance, shares at Mar. 31, 2022		100,874,486
Issuance of common stock to purchase Celerit (Note 5)		$ 4,000	12,796,500		12,800,500
Issuance of common stock to purchase Celerit (Note 5), shares		4,000,000
Net income				1,231,563	1,231,563
Stock based compensation		$ 73	140,967		141,040
Stock based compensation, shares		73,336
Ending balance, value at Jun. 30, 2022		$ 104,948	$ 22,025,773	$ (8,141,111)	$ 13,989,610
Ending balance, shares at Jun. 30, 2022		104,947,822

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (127,487)	$ (1,408,035)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation	191,889	234,360
Depreciation and amortization	338,490
Changes in operating assets and liabilities:
Accounts receivable	(233,329)
Other receivables	107,138
Prepaid expenses	229,545	(48,549)
Accounts payable	178,730	21,544
Accrued expenses	(112,152)	338,542
Deferred revenues	(80,661)	217,142
Net cash provided by (used in) operating activities	492,163	(644,996)
Cash flows from investing activities
Purchase of property, plant and equipment	(21,169)
Acquisition of a business, net of cash acquired	212,067
Net cash provided by in investing activities	190,898
Cash flows from financing activities:
Proceeds from related party loans	1,068,900
Payments on related party loans	(372,084)
Payments on notes payable	(40,856)
Proceeds from the sale of common stock	510,001	862,577
Net cash provided by financing activities	1,165,961	862,577
Net increase in cash and cash equivalents	1,849,022	217,581
Cash and cash equivalents at beginning of period	592,534	129,624
Cash and cash equivalents at end of period	2,441,556	347,205
Supplemental disclosure of cash flow information:
Cash paid for interest	85,655	9,896
Supplemental disclosure of non-cash activities:
Common stock issued for the acquisition of a business	12,800,500
Promissory note issued for the acquisition of a business	2,695,000
Acquisition of a property with debt		$ 2,500,000

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sollensys Corp (“Sollensys” or the “Company”) was formerly a development stage company, incorporated in Nevada on September 29, 2010, under the name Health Directory, Inc. Eagle Lake Laboratories, Inc (“Eagle Lake”) is a Florida-based science, technology, and engineering solutions corporation offering products that ensure their clients’ data integrity through the collection, storage, and transmission. The Company expects to generate revenue with Eagle’s innovative flagship product, the Blockchain Archive Server™ that can be utilized to protect client data from ransomware. Blockchain technology is a leading-edge tool for data security, providing an added layer of security against data loss due to malware. On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Abstract Media is a Texas limited liability company formed in October 2011, with the goal of improving user engagement using visualization tools. The Company has evolved into an interactive media and software development company to optimize effective corporate learning, operational workflow and communication using technology in the augmented reality or virtual reality space. Abstract Media conducts its operations from its office location in Houston, Texas. Celerit Merger On October 26, 2021, the Company entered into a Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation (“Celerit”); (v) Celerit Solutions Corporation (“Celerit Solutions”); and (vi) Terry Rothwell (collectively, (i)-(v), the “Merger Parties”). On the terms and subject to the conditions set forth in the Merger Agreement, as subsequently amended, and subject further to acceptance of Articles of Merger filed on the Closing Date with the Secretary of State of Arkansas (“SOS AR”), on April 7, 2022 (the “Closing Date”): (i) Celerit merged with and into S-CC Merger Sub (the “Celerit Merger”), and the separate corporate existence of S-CC Merger Sub ceased, with Celerit as the surviving corporation (the “Celerit Surviving Corporation”); and (ii) Celerit Solutions merged with and into S-Solutions Merger Sub (the “Celerit Solutions Merger”), and the separate corporate existence of S-Solutions Merger Sub ceased, with Celerit Solutions as the surviving corporation (the “Celerit Solutions Surviving Corporation”) (the Celerit Merger and Celerit Solutions Merger together, the “Mergers”). On the Closing Date, SS-Merger Sub and S-Solutions Merger Sub filed Articles of Merger with the SOS AR, which are currently pending. By virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the effective time of the Mergers (the “Effective Time”), the Celerit Merger was completed and the Celerit Solutions Merger was completed. Director Appointments Effective as of the Closing Date, (i) the Sollensys Board of Directors was expanded by one person, and Terry Rothwell was named as a director; (ii) Celerit Surviving Corporation’s board of directors expanded the size of Celerit Surviving Corporation’s board of directors by two persons, and named Messrs. Anthony Nolte and Donald Beavers as directors on the Celerit Surviving Corporation board of directors, while retaining Terry Rothwell as a director; and (iii) Celerit Solutions Surviving Corporation’s board of directors expanded the size of the Celerit Solutions Surviving Corporation Board by two persons, and named Messrs. Nolte and Beavers as directors. Executive Employment Agreements Also as of the Closing Date, Sollensys entered into (i) an employment agreement with Terry Rothwell pursuant to which Terry Rothwell was appointed as the Chief Executive Officer of each of Celerit Surviving Corporation and Celerit Solutions Surviving Corporation (the “Rothwell Employment Agreement”), and (ii) an employment agreement with Ron Harmon pursuant to which he was appointed as the Chief Operating Officer of each of Celerit Surviving Corporation and Celerit Solutions Surviving Corporation (the “Harmon Employment Agreement” and, together with the Rothwell Employment Agreement, the “Employment Agreements”). Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Tables included in notes may not sum due to rounding. Basis of Presentation In the opinion of Sollensys, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of June 30, 2022, the results of its operations for the three months and six months ended June 30, 2022 and 2021 and its cash flows for the six months ended June 30, 2022 and 2021. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Form 10-K for such period. The results of operations for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the results to be expected for the full fiscal year. The consolidated financial statements of Sollensys include its wholly-owned subsidiaries, Eagle Lake, Abstract Media, Celerit, and Celerit Solutions. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of June 30, 2022, the Company had a working capital deficit of $ (3,047,366) (8,141,111) The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its revenues support its operations. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to right of use assets and liabilities, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Business Combinations Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our consolidated financial statements. Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. We use the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash and cash equivalents, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. We determine the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, we reassess our current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss. Revenue Recognition Revenues are accounted for in accordance with the FASB’s Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606 or ASC 606). The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to performance obligations in the contract, and 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company derives revenue from numerous sources. One of the Company’s products is the Blockchain Archive Server—a turn-key, off-the-shelf, blockchain solution that works with virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the client’s data security that is being utilized. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding contracts or agreements with customers together with agreement to the Company’s terms and conditions are considered the contract with a customer. The Company considers collection of the contract to be probable at the onset of the arrangement. The second product offering is called the “Regional Service Center” which is a single unit system of 32 Blockchain Archive Servers capable of servicing up to 2,580 individual small accounts, and is marketed to existing IT service providers with established accounts. The service is delivered over the Internet and is considered software as a service “SaaS”. The Company recognizes revenue when the control of the Blockchain Archive Server is transferred to the Company’s customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers. For the SaaS software, which typically involves a significant customer deposit with services provided by the Company over a 60 month period, the Company recognizes revenue ratably as service is provided over the contract period. Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of the ASC 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of June 30, 2022, the current balance of deferred revenue was $ 383,445 188,571 437,731 205,714 Celerit Revenue At its newly acquired Celerit subsidiaries, revenue is primarily comprised of service agreements, where the Company enters into a contract with a banking institution to provide professional services. The contract may be fixed or variable, and the variable rate is based on the number of hours worked under the contract. The Company’s fixed rate contracts typically include a base range of hours, where the Company or the customer incurs charges if the hours worked are less than or exceed the agreed upon range, respectively. The Company believes that each service agreement entered into constitutes a single performance obligation for the purposes of revenue recognition under ASC 606. The Company recognizes revenue as services are provided based on the number of hours worked and the consideration that the Company expects to receive in a contract with a customer, which is based on the rate established in the contract agreement. The Company believes this method best depicts the pattern of the satisfaction of its performance obligation. The timing of revenue recognition from contracts with customers results in contract assets. Generally, billing occurs subsequent to revenue recognition, resulting in the recording of a contract asset. The amount recorded for contract assets is recorded as unbilled revenue which is included in other receivables on the consolidated balance sheets. Significant judgments: ● Principal versus agent considerations Practical expedients and accounting policy elections: ● Incremental costs of obtaining and fulfilling a contract ● Significant financing components ● Sales tax and other related taxes Disaggregation of revenues Under the guidelines of ASC 606, the Company disaggregates its revenues from contracts with customers by service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. Management has determined that this level of disaggregation is beneficial to the users of the Company’s consolidated financial statements. The Company’s disaggregation of revenues by type for the six months ended June 30, 2022 and 2021 is as follows: Disaggregation of revenue Three months Three months Six months Six months ended ended ended ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Revenue from bank service agreements $ 5,948,350 $ - $ 5,948,350 $ - Revenue from Blockchain Archive Servers and SaaS 250,850 38,214 528,564 109,643 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 92,977 - 259,359 - Total revenue $ 6,292,177 $ 38,214 $ 6,736,273 $ 109,643 Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of June 30, 2022 and December 31 2021, there were no Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02 using the “Comparatives Under 840 Option” approach to transition. Under this method, financial information related to periods prior to adoption will be as originally reported under the previous standard – ASC 840, Leases. The effects of adopting the new standard (ASC 842, Leases) in fiscal 2022 were recognized as a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal first quarter. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification as operating or capital leases. We also elected to combine lease and non-lease components and to exclude short-term leases from our consolidated balance sheets. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of $ 496,000 541,000 Accounts receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. The Company uses the allowance method to estimate for uncollectible receivables and maintains reserves, when necessary, for potential credit losses. An allowance for doubtful accounts, when necessary, is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Accounts receivable are ordinarily due 30 days after the issuance of an invoice. Accounts more than 120 days past due are considered delinquent and are written off after all collection attempts have been exhausted. As of June 30, 2022 and December 31, 2021, the balance of accounts receivable were $ 1,391,190 1,717

NOTES PAYABLE AND RELATED PARTY

NOTES PAYABLE AND RELATED PARTY LOANS	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE AND RELATED PARTY LOANS	NOTE 4 – NOTES PAYABLE AND RELATED PARTY LOANS As of June 30, 2022 and December 31, 2021, the Company had the following notes payable, and notes payable related party outstanding: Schedule of notes payable related party outstanding June 30, December 31, 2022 2021 Related party loans (a) $ 3,391,816 $ - Notes payable - short term (b) $ 2,467,797 $ 2,505,553 Notes payable - long term (c) $ 16,037 $ 19,137 (a) Related party loans are comprised of the following: (i) A portion the Company’s acquisition consideration on April 7, 2022 was paid to Terry Rothwell via the issuance to Terry Rothwell at the closing of a promissory note of Sollensys (the “Rothwell Note”). The Rothwell Note has a principal amount of $ 2,695,000 0.0001 June 30, 2022 6 (ii) On June 30, 2022, David Beavers, a related party, loaned the Company on an unsecured basis, $ 65,000 6 June 30, 2023 (iii) The Company had one interest free demand loan, and three 6 468,900 150,000 350,000 March 31, 2023 June 30, 2023 April 10, 2023 May 4, 2023 (b) Notes payable - short term are comprised of the following: (i) The Company has a $ 2,500,000 10,000 16,250 4.75 December 8, 2024 2,270,000 500,000 2,461,859 2,500,000 (ii) The Company has a vehicle loan which requires monthly payments of principal and interest in the amount of $ 710 13.1 (c) The notes payable – long term balance of $ 16,037 At June 30, 2022, the aggregate maturities of notes payable for the next five years and thereafter are as follows: Schedule of maturities of notes payable 2022 $ 5,859,613 2023 6,821 2024 7,769 2025 1,447 Total $ 5,875,650

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITIONS	NOTE 5 – BUSINESS ACQUISITIONS ABSTRACT MEDIA On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Pursuant to the terms of the Agreement, the Company agreed to acquire from the Abstract Media Members all of the membership interests of Abstract Media held by the Abstract Media Members, representing 100% of the membership interests of Abstract Media, in exchange for the issuance by the Company to the Abstract Media Members of (i) shares of the Company’s common stock, plus (ii) $ 15,000 Pursuant to the terms of the Agreement, on December 6, 2021, the Abstract Media Members assigned their respective membership interests in Abstract Media to the Company, and Abstract Media became a wholly owned subsidiary of the Company. In exchange therefor, on December 6, 2021, the Company issued to the Abstract Media Members an aggregate of 73,244 For the acquisition of Abstract Media, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 30,000 Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976 Net liabilities assumed 77,422 Fair value of total consideration paid $ 400,398 Net assets acquired and liabilities assumed Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 21,080 Accounts receivable 39,345 Other current assets 19,758 Fixed assets, net 15,467 Total assets $ 95,650 Accounts payable 69,724 Accrued liabilities 103,348 Total liabilities 173,072 Net liabilities assumed $ 77,422 The Company has allocated the fair value of the total consideration paid of $ 400,398 200,199 200,199 CELERIT MERGER On October 26, 2021, the Company entered into a Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation (“Celerit”); (v) Celerit Solutions Corporation (“Celerit Solutions”); and (vi) Terry Rothwell (collectively, (i)-(v), the “Merger Parties”). On the terms and subject to the conditions set forth in the Merger Agreement, as subsequently amended, and subject further to acceptance of Articles of Merger filed on the Closing Date with the Secretary of State of Arkansas (“SOS AR”), on April 7, 2022 (the “Closing Date”): (i) Celerit merged with and into S-CC Merger Sub (the “Celerit Merger”), and the separate corporate existence of S-CC Merger Sub ceased, with Celerit as the surviving corporation (the “Celerit Surviving Corporation”); and (ii) Celerit Solutions merged with and into S-Solutions Merger Sub (the “Celerit Solutions Merger”), and the separate corporate existence of S-Solutions Merger Sub ceased, with Celerit Solutions as the surviving corporation (the “Celerit Solutions Surviving Corporation”) (the Celerit Merger and Celerit Solutions Merger together, the “Mergers”). On the Closing Date, SS-Merger Sub and S-Solutions Merger Sub filed Articles of Merger with the SOS AR, which are currently pending. By virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the effective time of the Mergers (the “Effective Time”), the Celerit Merger was completed and the Celerit Solutions Merger was completed. Aggregate consideration for the Mergers consisted of (i) $ 2,695,000 4,000,000 10,000 2,695,000 0.0001 June 30, 2022 6 For the acquisition of Celerit and Celerit Solutions, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 10,000 Common stock, 4,000,000 shares of the Company restricted common stock valued at $3.20 per share 12,800,500 Issuance of promissory note 2,695,000 Fair value of total consideration paid $ 15,505,500 Net assets acquired and liabilities assumed Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 222,064 Accounts receivable 1,156,146 Prepaid expenses 319,895 Other current assets 276,913 Property, plant and equipment 481,817 Intangible assets (provisional) 2,736,378 Goodwill 10,945,515 Total assets $ 16,138,728 Accounts payable 23,443 Accrued expenses 609,785 Total liabilities assumed 633,228 Net purchase price $ 15,505,500 The Company has allocated the fair value of the total consideration paid to goodwill of $ 10,945,515 2,736,378 The unaudited financial information in the table below summarizes the combined results of operations of the Company, Celerit and Celerit Solutions for the three and six month periods ended June 30, 2022 and June 30, 2021, on a pro forma basis, as though the companies had been combined as of January 1, 2021. The pro forma earnings for these period, were adjusted to include annual intangible amortization expense of $ 456,603 and 912,126 , in each three and six month period respectively. The unaudited pro forma financial information does not purport to be indicative of the Company's combined results of operations which would actually have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results of operations. Schedule of pro forma information Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Total revenues $ 6,292,177 $ 2,943,837 $ 10,269,067 $ 5,772,693 Net income (loss) from operations $ 1,421,379 $ (865,851 ) $ 311,057 $ (1,381,511 ) Net income (loss) $ 1,231,563 $ (932,577 ) $ 76,252 $ (227,289 ) Basic and fully income (loss) per share $ 0.01 $ (0.01 ) $ 0.00 $ (0.00 ) Weighted average shares outstanding 104,928,577 103,469,218 104,840,521 103,422,334 Real Estate Agreement Terry Rothwell and George Rothwell are the members of CRE Holdings, LLC (“CRE”), the owner of two office buildings, a vacant commercial lot and a condominium. The office buildings are leased by Celerit. The Merger Parties expect that, shortly after the Effective Time, Sollensys, CRE, Terry Rothwell and George Rothwell shall enter into an agreement (the “CRE Agreement”) related to the purchase by Sollensys of the two office buildings, a vacant commercial lot and a condominium, as well as other assets owned by CRE, Terry Rothwell and George Rothwell (the “CRE Transactions”). The purchase price for the CRE properties is $ 3,295,000 50,000

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS As of June 30, 2022, the balance of intangible assets was $ 2,699,618 261,398 0 489,430 978,859 973,298 228,031

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS During the six months ended June 30, 2022 ended June 30, 2022, the Company received a number of related party loan, See NOTE 4 – “Notes Payable And Related Party Loans” for a detail of these transactions. During 2021, the Company entered into a contract with a member of management to provide service to them. For that service the member of management paid a deposit of $ 90,000

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
STOCK-BASED COMPENSATION	NOTE 8 – STOCK-BASED COMPENSATION During 2022 and 2021, the Company issued 129,701 562,824 191,889 129,126 129,701 91,701 38,000

LEASES

LEASES	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
LEASES	NOTE 9 – LEASES The majority of our lease obligations are real estate operating leases from which we conduct our business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, or that are on a month to month basis such as our leases at our Celerit subsidiaries, are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. The weighted average remaining lease term is 3.52 12 Schedule of lease payment 2022 $ 189,405 2023 167,858 2024 159,421 2025 108,660 Total $ 625,344 Imputed interest (111,899 ) Lease liability $ 513,445

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY Preferred Stock On June 30, 2022, and December 31, 2021, there were 25,000,000 0 Common Stock The Company has authorized 300,000,000 0.001 104,947,822 100,715,736 During the six months ended June 30, 2022, the Company: ● Raised $ 510,001 158,750 ● Issued 4,000,000 ● Issued an aggregate of 73,336 shares of common stock, valued at $ 252,776 During the year ended December 31, 2021, the Company: ● Raised $ 4,603,979 1,231,580 ● Issued 73,244 292,976 ● Issued an aggregate of 56,365 310,048

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS 50,000 1.52 200,000 1.04 Real Estate Agreement Terry Rothwell and George Rothwell are the members of CRE Holdings, LLC (“CRE”), the owner of two office buildings, a vacant commercial lot and a condominium. The office buildings are leased by Celerit. The Merger Parties expect that, shortly after the Effective Time, Sollensys, CRE, Terry Rothwell and George Rothwell shall enter into an agreement (the “CRE Agreement”) related to the purchase by Sollensys of the two office buildings, a vacant commercial lot and a condominium, as well as other assets owned by CRE, Terry Rothwell and George Rothwell (the “CRE Transactions”). The purchase price for the CRE properties is $ 3,295,000 50,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to right of use assets and liabilities, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Business Combinations	Business Combinations Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our consolidated financial statements.
Fair Value Measurements	Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. We use the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash and cash equivalents, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. We determine the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, we reassess our current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss.
Revenue Recognition	Revenue Recognition Revenues are accounted for in accordance with the FASB’s Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606 or ASC 606). The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to performance obligations in the contract, and 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company derives revenue from numerous sources. One of the Company’s products is the Blockchain Archive Server—a turn-key, off-the-shelf, blockchain solution that works with virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the client’s data security that is being utilized. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding contracts or agreements with customers together with agreement to the Company’s terms and conditions are considered the contract with a customer. The Company considers collection of the contract to be probable at the onset of the arrangement. The second product offering is called the “Regional Service Center” which is a single unit system of 32 Blockchain Archive Servers capable of servicing up to 2,580 individual small accounts, and is marketed to existing IT service providers with established accounts. The service is delivered over the Internet and is considered software as a service “SaaS”. The Company recognizes revenue when the control of the Blockchain Archive Server is transferred to the Company’s customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers. For the SaaS software, which typically involves a significant customer deposit with services provided by the Company over a 60 month period, the Company recognizes revenue ratably as service is provided over the contract period. Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of the ASC 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of June 30, 2022, the current balance of deferred revenue was $ 383,445 188,571 437,731 205,714 Celerit Revenue At its newly acquired Celerit subsidiaries, revenue is primarily comprised of service agreements, where the Company enters into a contract with a banking institution to provide professional services. The contract may be fixed or variable, and the variable rate is based on the number of hours worked under the contract. The Company’s fixed rate contracts typically include a base range of hours, where the Company or the customer incurs charges if the hours worked are less than or exceed the agreed upon range, respectively. The Company believes that each service agreement entered into constitutes a single performance obligation for the purposes of revenue recognition under ASC 606. The Company recognizes revenue as services are provided based on the number of hours worked and the consideration that the Company expects to receive in a contract with a customer, which is based on the rate established in the contract agreement. The Company believes this method best depicts the pattern of the satisfaction of its performance obligation. The timing of revenue recognition from contracts with customers results in contract assets. Generally, billing occurs subsequent to revenue recognition, resulting in the recording of a contract asset. The amount recorded for contract assets is recorded as unbilled revenue which is included in other receivables on the consolidated balance sheets. Significant judgments: ● Principal versus agent considerations Practical expedients and accounting policy elections: ● Incremental costs of obtaining and fulfilling a contract ● Significant financing components ● Sales tax and other related taxes Disaggregation of revenues Under the guidelines of ASC 606, the Company disaggregates its revenues from contracts with customers by service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. Management has determined that this level of disaggregation is beneficial to the users of the Company’s consolidated financial statements. The Company’s disaggregation of revenues by type for the six months ended June 30, 2022 and 2021 is as follows: Disaggregation of revenue Three months Three months Six months Six months ended ended ended ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Revenue from bank service agreements $ 5,948,350 $ - $ 5,948,350 $ - Revenue from Blockchain Archive Servers and SaaS 250,850 38,214 528,564 109,643 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 92,977 - 259,359 - Total revenue $ 6,292,177 $ 38,214 $ 6,736,273 $ 109,643
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of June 30, 2022 and December 31 2021, there were no
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02 using the “Comparatives Under 840 Option” approach to transition. Under this method, financial information related to periods prior to adoption will be as originally reported under the previous standard – ASC 840, Leases. The effects of adopting the new standard (ASC 842, Leases) in fiscal 2022 were recognized as a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal first quarter. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification as operating or capital leases. We also elected to combine lease and non-lease components and to exclude short-term leases from our consolidated balance sheets. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of $ 496,000 541,000 Accounts receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. The Company uses the allowance method to estimate for uncollectible receivables and maintains reserves, when necessary, for potential credit losses. An allowance for doubtful accounts, when necessary, is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Accounts receivable are ordinarily due 30 days after the issuance of an invoice. Accounts more than 120 days past due are considered delinquent and are written off after all collection attempts have been exhausted. As of June 30, 2022 and December 31, 2021, the balance of accounts receivable were $ 1,391,190 1,717

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Disaggregation of revenue	Disaggregation of revenue Three months Three months Six months Six months ended ended ended ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Revenue from bank service agreements $ 5,948,350 $ - $ 5,948,350 $ - Revenue from Blockchain Archive Servers and SaaS 250,850 38,214 528,564 109,643 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 92,977 - 259,359 - Total revenue $ 6,292,177 $ 38,214 $ 6,736,273 $ 109,643

NOTES PAYABLE AND RELATED PAR_2

NOTES PAYABLE AND RELATED PARTY LOANS (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of notes payable related party outstanding	Schedule of notes payable related party outstanding June 30, December 31, 2022 2021 Related party loans (a) $ 3,391,816 $ - Notes payable - short term (b) $ 2,467,797 $ 2,505,553 Notes payable - long term (c) $ 16,037 $ 19,137
Schedule of maturities of notes payable	Schedule of maturities of notes payable 2022 $ 5,859,613 2023 6,821 2024 7,769 2025 1,447 Total $ 5,875,650

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	6 Months Ended
	Jun. 30, 2022
Business Acquisition [Line Items]
Schedule of pro forma information	Schedule of pro forma information Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Total revenues $ 6,292,177 $ 2,943,837 $ 10,269,067 $ 5,772,693 Net income (loss) from operations $ 1,421,379 $ (865,851 ) $ 311,057 $ (1,381,511 ) Net income (loss) $ 1,231,563 $ (932,577 ) $ 76,252 $ (227,289 ) Basic and fully income (loss) per share $ 0.01 $ (0.01 ) $ 0.00 $ (0.00 ) Weighted average shares outstanding 104,928,577 103,469,218 104,840,521 103,422,334
Abstract Media [Member]
Business Acquisition [Line Items]
Schedule of Business Acquisitions by Acquisition Contingent Consideration	Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 30,000 Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976 Net liabilities assumed 77,422 Fair value of total consideration paid $ 400,398
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 21,080 Accounts receivable 39,345 Other current assets 19,758 Fixed assets, net 15,467 Total assets $ 95,650 Accounts payable 69,724 Accrued liabilities 103,348 Total liabilities 173,072 Net liabilities assumed $ 77,422
Celerit [Member]
Business Acquisition [Line Items]
Schedule of Business Acquisitions by Acquisition Contingent Consideration	Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 10,000 Common stock, 4,000,000 shares of the Company restricted common stock valued at $3.20 per share 12,800,500 Issuance of promissory note 2,695,000 Fair value of total consideration paid $ 15,505,500
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 222,064 Accounts receivable 1,156,146 Prepaid expenses 319,895 Other current assets 276,913 Property, plant and equipment 481,817 Intangible assets (provisional) 2,736,378 Goodwill 10,945,515 Total assets $ 16,138,728 Accounts payable 23,443 Accrued expenses 609,785 Total liabilities assumed 633,228 Net purchase price $ 15,505,500

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Schedule of lease payment	Schedule of lease payment 2022 $ 189,405 2023 167,858 2024 159,421 2025 108,660 Total $ 625,344 Imputed interest (111,899 ) Lease liability $ 513,445

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ (3,047,366)
Accumulated deficit	$ (8,141,111)	$ (7,967,663)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Product Information [Line Items]
Total Revenue	$ 6,292,177	$ 38,214	$ 6,736,273	$ 109,643
Bank Serive [Member]
Product Information [Line Items]
Total Revenue	5,948,350		5,948,350
Blockchain Archive Servers And Saa S [Member]
Product Information [Line Items]
Total Revenue	250,850	38,214	528,564	109,643
Augmented Reality For Corporate High Tech Training And Integration Of Cybersecurity [Member]
Product Information [Line Items]
Total Revenue	$ 92,977		$ 259,359

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Jan. 02, 2022
Accounting Policies [Abstract]
Deferred Revenue, Current	$ 383,445	$ 437,731
Deferred Revenue, Noncurrent	$ 188,571	$ 205,714
Anti-dilutive shares	0	0
Operating lease assets	$ 467,484		$ 496,000
Operating lease liabilities	513,445		$ 541,000
Accounts receivable	$ 1,391,190	$ 1,717

NOTES PAYABLE AND NOTES PAYABLE

NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Related party loans (a)	$ 3,391,816
Notes payable - short term (b)	2,467,797	2,505,553
Notes payable - long term (c)	$ 16,037	$ 19,137

NOTES PAYABLE AND NOTES PAYAB_2

NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (Details 1)	Jun. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2022	$ 5,859,613
2023	6,821
2024	7,769
2025	1,447
Total	$ 5,875,650

NOTES PAYABLE AND RELATED PAR_3

NOTES PAYABLE AND RELATED PARTY LOANS (Details Narrative) - USD ($)			6 Months Ended
	Apr. 07, 2022	Jan. 08, 2022	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal amount		$ 16,250
Interest rate		4.75%
Maturity Date		Dec. 08, 2024
Investment Building and Building Improvements			$ 2,500,000
Mortgage call monthly interest payments			10,000
Balloon payment to be paid			$ 2,270,000
Shares pledged by CEO			500,000
Mortgage note payable			$ 2,461,859	$ 2,500,000
Notes payable long term			$ 16,037	$ 19,137
Unsecured Demand Loans Three [Member]
Debt Instrument [Line Items]
Maturity Date			May 04, 2023
Debt instrument interest rate			6%
Loans Payable			$ 350,000
Unsecured Demand Loans One [Member]
Debt Instrument [Line Items]
Maturity Date			Jun. 30, 2023
Loans Payable			$ 468,900
Unsecured Demand Loans Two [Member]
Debt Instrument [Line Items]
Maturity Date			Apr. 10, 2023
Loans Payable			$ 150,000
Unsecured Demand Loans [Member]
Debt Instrument [Line Items]
Maturity Date			Mar. 31, 2023
Vehicle Loan [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			13.10%
Monthly principal payments			$ 710
Notes payable long term			$ 16,037
Terry Rothwell [Member]
Debt Instrument [Line Items]
Principal amount	$ 2,695,000
Interest rate	0.0001%
Maturity Date	Jun. 30, 2022
Accrues simple interest	6%
David Beavers [Member]
Debt Instrument [Line Items]
Maturity Date			Jun. 30, 2023
Accrues simple interest			6%
Related party loan			$ 65,000

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Business Acquisition [Line Items]
Fair value of total consideration paid	$ 400,398
Abstract Media [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 30,000
Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share | shares	292,976
Net liabilities assumed	$ 77,422
Fair value of total consideration paid	$ 400,398

BUSINESS ACQUISITION (Details 1

BUSINESS ACQUISITION (Details 1) - Abstract Media [Member]	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 21,080
Accounts receivable	39,345
Other current assets	19,758
Fixed assets, net	15,467
Total assets	95,650
Accounts payable	69,724
Accrued liabilities	103,348
Total liabilities	173,072
Net liabilities assumed	$ 77,422

BUSINESS ACQUISITION (Details 2

BUSINESS ACQUISITION (Details 2)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Business Acquisition [Line Items]
Fair value of total consideration paid	$ 400,398
Celerit [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 10,000
Common stock, 4,000,000 shares of the Company restricted common stock valued at $3.20 per share | shares	12,800,500
Issuance of promissory note	$ 2,695,000
Fair value of total consideration paid	$ 15,505,500

BUSINESS ACQUISITION (Details 3

BUSINESS ACQUISITION (Details 3) - Celerit [Member]	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 222,064
Accounts receivable	1,156,146
Prepaid expenses	319,895
Other current assets	276,913
Property, plant and equipment	481,817
Intangible assets (provisional)	2,736,378
Goodwill	10,945,515
Total assets	16,138,728
Accounts payable	23,443
Accrued expenses	609,785
Total liabilities assumed	633,228
Net purchase price	$ 15,505,500

BUSINESS ACQUISITION (Details 4

BUSINESS ACQUISITION (Details 4) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Total revenues	$ 6,292,177	$ 2,943,837	$ 10,269,067	$ 5,772,693
Net income (loss) from operations	1,421,379	(865,851)	311,057	(1,381,511)
Net income (loss)	$ 1,231,563	$ (932,577)	$ 76,252	$ (227,289)
Basic and fully income (loss) per share	$ 0.01	$ (0.01)	$ 0	$ 0
Weighted average shares outstanding	104,928,577	103,469,218	104,840,521	103,422,334

BUSINESS ACQUISITIONS (Details

BUSINESS ACQUISITIONS (Details Narrative) - USD ($)					3 Months Ended	6 Months Ended	12 Months Ended
	Apr. 07, 2022	Jan. 08, 2022	Dec. 06, 2021	Oct. 15, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total consideration paid						$ 400,398
Goodwill					$ 11,145,713	11,145,713	$ 200,199
Principal amount		$ 16,250
Interest rate		4.75%
Maturity date		Dec. 08, 2024
Amortization expense					456,603	912,126
Purchase price of properties					3,295,000	3,295,000
Rent payment						50,000
Terry Rothwell [Member]
Business Acquisition [Line Items]
Principal amount	$ 2,695,000
Interest rate	0.0001%
Maturity date	Jun. 30, 2022
Accrues simple interest	6%
Abstract Media [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions			73,244				73,244
Total consideration paid						400,398
Goodwill					200,199	200,199
Fair value of intangible assets					200,199	200,199
Celerit [Member]
Business Acquisition [Line Items]
Additional consideration				$ 10,000
Stock Issued During Period, Shares, Acquisitions							4,000,000
Total consideration paid						15,505,500
Goodwill					10,945,515	10,945,515
Fair value of intangible assets					2,736,378	$ 2,736,378
Stock issued, shares						4,000,000
Fair value of intangible assets					$ 2,736,378	$ 2,736,378
Celerit [Member] | Merger Agreement [Member]
Business Acquisition [Line Items]
Total consideration paid						$ 2,695,000
Membership Interest Exchange Agreement [Member]
Business Acquisition [Line Items]
Additional consideration				$ 15,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 2,699,618
Amortization of Intangible Assets	261,398	$ 0
Amortization estimated year 2022	489,430
Amortization estimated year 2023	978,859
Amortization estimated year 2024	973,298
Amortization estimated year 2025	$ 228,031

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Deposit	$ 90,000	$ 90,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares based compensation	$ 191,889
Unamortized stock based compensation	$ 129,126
Shares issued	129,701
Vested shares	91,701
Unvested, shares	38,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during the period for shares based compensation		$ 562,824
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during the period for shares based compensation, shares		129,701

LEASES (Details)

LEASES (Details) - USD ($)	Jun. 30, 2022	Jan. 02, 2022
Leases [Abstract]
2022	$ 189,405
2023	167,858
2024	159,421
2025	108,660
Total	625,344
Imputed interest	(111,899)
Lease liability	$ 513,445	$ 541,000

LEASES (Details Narrative)

LEASES (Details Narrative)	Jun. 30, 2022
Leases [Abstract]
Weighted average remaining lease term	3 years 6 months 7 days
Weighted average discount rate	12%

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		6 Months Ended	12 Months Ended
	Dec. 06, 2021	Jun. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares authorized		25,000,000	25,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, authorized		300,000,000	300,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares issued		104,947,822	100,715,736
Common stock, shares outstanding		104,947,822	100,715,736
Celerit [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share issued for acquisition			4,000,000
Abstract Media [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share issued for acquisition	73,244		73,244
Share issued for acquisition, value			$ 292,976
Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, value		$ 510,001	$ 4,603,979
Sale of stock		158,750	1,231,580
Consultants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued			56,365
Number of shares issued, value			$ 310,048
Consultants [Member] | N 2021 Equity Incentive Plan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued			73,336
Issuance of common stock, value			$ 252,776

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			6 Months Ended
	Jul. 08, 2022	Jul. 01, 2022	Jun. 30, 2022
Subsequent Event [Line Items]
Purchase price of properties			$ 3,295,000
Rent payment			$ 50,000
Subsequent Event [Member] | Service Provider [Member]
Subsequent Event [Line Items]
Number of restricted shares issued	200,000	50,000
Share Price	$ 1.04	$ 1.52