Sollensys (SOLS) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 21, 2022
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
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		101,251,158
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 ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 5,288	$ 592,534
Accounts receivable	286,297	1,717
Other receivables	27,102
Inventory	78,000	78,000
Prepaid expenses		60,749
Total current assets	396,687	733,000
Property, plant and equipment, net	2,884,449	2,944,830
Right of use assets	437,691
Other assets	17,994	17,994
Goodwill, net		200,199
Intangible assets, net		194,638
Total assets	3,736,821	4,090,661
Current liabilities:
Accounts payable	321,334	66,268
Accrued expenses	213,537	195,589
Deferred revenue	637,016	437,731
Lease liability current portion	83,496
Related party loans	1,396,075
Notes payable-short term	3,226,179	2,505,553
Total current liabilities	5,877,637	3,205,141
Notes payable - long term	14,426	19,137
Lease liabilities - long term	399,509
Deferred revenue - long term	184,286	205,714
Total liabilities	6,475,856	3,429,992
Commitments and contingencies
Stockholders’ Equity (Deficit):
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021
Common stock, $0.001 par value, 300,000,000 shares authorized; 101,201,158 and 100,715,736 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	101,201	100,716
Additional paid-in capital	21,528,711	8,527,616
Accumulated deficit	(24,368,948)	(7,967,663)
Total stockholders’ equity (deficit)	(2,739,035)	660,669
Total liabilities and equity	$ 3,736,821	$ 4,090,661

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock series A, par value	$ 0.001	$ 0.001
Preferred stock series A, shares authorized	10,000,000	10,000,000
Preferred stock series A, shares issued	0	0
Preferred stock series A, 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	101,201,158	100,715,736
Common stock, shares outstanding	101,201,158	100,715,736

Consolidated Statements of Oper

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 102,353	$ 35,714	$ 890,576	$ 145,357
Cost of sales	190,048	104,608	999,093	167,352
Gross margin	(87,695)	(68,894)	(108,516)	(21,995)
Operating expenses:
General and administrative expense	878,110	1,058,574	3,767,097	2,505,120
Goodwill and intangible asset impairment charge	344,787		344,787
Total operating expenses	1,222,896	1,058,574	4,111,884	2,505,120
Loss from operations	(1,310,591)	(1,127,468)	(4,220,400)	(2,527,115)
Other income (expense)
Other income	5,533	2,167	11,893	3,675
Interest expense	(56,595)	(20,871)	(148,316)	(30,767)
Total other income (expense)	(51,062)	(18,704)	(136,424)	(27,092)
Loss from continuing operations before income taxes	(1,361,654)	(1,146,172)	(4,356,824)	(2,554,207)
Provision (benefit) for income taxes
Loss from continuing operations	(1,361,654)	(1,146,172)	(4,356,824)	(2,554,207)
Loss from discontinued operations	(14,866,180)		(11,998,500)
Net loss	$ (16,227,834)	$ (1,146,172)	$ (16,355,324)	$ (2,554,207)
Basic and diluted loss per common share:
Loss from continuing operations	$ (0.02)	$ (0.01)	$ (0.05)	$ (0.03)
Loss from discontinued operations	(0.14)		(0.11)
Basic and diluted loss per share	$ (0.16)	$ (0.01)	$ (0.16)	$ (0.03)
Weighted-average number of common shares outstanding:
Basic and diluted	103,486,411	99,802,328	102,962,945	99,554,582

Statements of Changes in Stockh

Statements of Changes in Stockholders' 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 loss				(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 loss				(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
Private placement of common shares		$ 355	1,178,047		1,178,402
Private placement of common shares, shares		355,115
Net loss				(1,146,172)	(1,146,172)
Stock based compensation		$ 12	65,988		66,000
Stock based compensation, shares		12,000
Ending balance, value at Sep. 30, 2021		$ 100,003	5,730,904	(5,996,285)	(165,377)
Ending balance, shares at Sep. 30, 2021		100,002,492
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 loss				(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		$ 4,000	12,796,500		12,800,500
Issuance of common stock to purchase Celerit, shares		4,000,000
Net loss				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	(8,141,112)	13,989,609
Ending balance, shares at Jun. 30, 2022		104,947,822
Return of common stock for Celerit rescission		$ (4,000)	(808,000)		(812,000)
Return of common stock for Celerit rescission, shares		(4,000,000)
Net loss				(16,227,834)	(16,227,834)
Stock based compensation		$ 253	310,938		311,191
Stock based compensation, shares		253,336
Ending balance, value at Sep. 30, 2022		$ 101,201	$ 21,528,711	$ (24,368,948)	$ (2,739,035)
Ending balance, shares at Sep. 30, 2022		101,201,158

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities of continuing operations
Net loss	$ (16,355,324)	$ (2,554,207)
Net loss from discontinued operations	(11,998,500)
Net loss from continuing operations	(4,356,824)	(2,554,207)
Stock-based compensation	503,080	300,360
Impairment of goodwill and intangible assets	344,787
Depreciation and amortization	143,376	7,592
Changes in operating assets and liabilities:
Accounts receivable	(71,297)
Other receivables	(27,102)
ROU leases	(647)
Prepaid expenses	60,749	(96,969)
Inventory		(24,000)
Accounts payable	255,066	116,093
Accrued expenses	17,948	261,787
Deferred revenues	177,856	347,858
Net cash (used in) operating activities - continuing operations	(2,953,008)	(1,641,486)
Net cash provided by operating activities - discontinued operations	2,480,826
Net cash (used in) operating activities	(472,182)	(1,641,486)
Cash flows from investing activities
Purchase of land, buildings and improvements		(167,246)
Proceeds from the disposal of fixed assets	2,700
Purchase of furniture and equipment	(21,169)	(241,445)
Net cash (used in) investing activities-continuing operations	(18,469)	(408,691)
Net cash (used in) investing activities-discontinued operations	(2,347,992)
Net cash (used in) investing activities	(2,366,461)	(408,691)
Cash flows from financing activities:
Proceeds from notes payable	777,760	25,980
Payments on notes payable	(61,845)
Proceeds from related party loans	1,416,075
Payments on related party notes	(20,000)
Debt issuance costs	(18,510)
Proceeds from the sale of common stock	510,001	2,040,979
Net cash provided by financing activities-continuing operations	2,603,481	2,066,959
Net cash (used in) financing activities-discontinued operations	(352,084)
Net cash provided by financing activities	2,251,397	2,066,959
Net increase (decrease) in cash and cash equivalents	(587,246)	16,782
Cash and cash equivalents at beginning of period	592,534	129,624
Cash and cash equivalents at end of period	5,288	146,406
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 100,979	$ 30,767

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 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. 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. 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. On November 4, 2022 the Company entered into a Membership Interest Purchase Agreement with TechEdge Services, a Texas corporation, to sell 100% of its ownership interest in Abstract Media. See Note 12. “Subsequent Events” Celerit Merger and Rescission On April 7, 2022, the Company completed 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 August 22, 2022 the Company entered into Recission Agreement with the Merger Parties. As a result of the Recission Agreement Celerit and Celerit Solutions became discontinued operations. See Note 6. “Discontinued Operations” 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 September 30, 2022, the results of its operations for the three months and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 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 nine months ended September 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 all of its wholly-owned subsidiaries. The operations of the Company’s former Celerit division has been presented as discontinued operations for all periods presented. See Note 6 - “Discontinued Operations” for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 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 are available. The Company has incurred significant operating losses since its inception. As of September 30, 2022, the Company had a working capital deficit of $ 5,480,950 and an accumulated deficit of $24,368,948. 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	9 Months Ended
	Sep. 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. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. On November 4, 2022 the Company entered into a Membership Interest Purchase Agreement with TechEdge Services, a Texas corporation, to sell all of its ownership interest in Abstract Media. See Note 12. “Subsequent Events.” After assessing the impact of the terms of the Membership Interest Purchase Agreement on its financial statements, the Company determined that the carrying value of Abstract Media as of September 30, 2022 exceeded its fair value. As a result, the Company recorded an impairment charge of $ 344,787 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. 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 September 30, 2022, the current balance of deferred revenue was $ 637,016 184,286 437,731 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 three and nine months ended September 30, 2022 and 2021 is as follows: Disaggregation of revenue Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenue from Blockchain Archive Servers and SaaS $ 40,520 $ 35,714 $ 569,384 $ 145,357 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 61,833 - 321,192 - Total revenue $ 102,353 $ 35,714 $ 890,576 $ 145,357 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 September 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, the Company 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 $ 437,691 483,005 46,000 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 September 30, 2022 and December 31, 2021, the balance of accounts receivable were $ 286,297 1,717

NOTES PAYABLE AND RELATED PARTY

NOTES PAYABLE AND RELATED PARTY LOANS	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE AND RELATED PARTY LOANS	NOTE 4 – NOTES PAYABLE AND RELATED PARTY LOANS As of September 30, 2022 and December 31, 2021, the Company had the following notes payable, and related party loans outstanding: Schedule of notes payable related party outstanding September 30, December 31, 2022 2021 Related party loans (a) $ 1,396,075 $ - Notes payable - short term (b) $ 3,226,179 $ 2,505,553 Notes payable - long term (c) $ 14,426 $ 19,137 (a) Related party loans are comprised of the following: (i) As of September 30, 2022, David Beavers, a related party had loaned the Company on an unsecured basis, $ 166,803 6 September 30, 2023 15,372 August 30, 2022 (ii) The Company had one interest free demand loan, and four 6 15,000 468,900 150,000 350,000 230,00 March 31, 2023 September 30, 2023 April 10, 2023 May 4, 2023 August 11, 2023 468,900 150,000 350,000 230,000 15,000 (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 2,442,681 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 5,738 (iii) On September 20, 2022 the Company entered into a twelve percent (12%) $172,760 promissory note including $18,510 of Original Issue discount with 1800 Diagonal Lending LLC (“Diagonal) with a maturity date of September 30, 2023. Accrued interest, and outstanding principal shall be repaid in ten payments each in the amount of $19,349. In the event of a default, as defined in the note payable agreement, the loan is convertible at the discretion of the lender into common stock at 75% of the lowest ten day trading price prior to the conversion date multiplied by the amount outstanding. (iv) As part of the Celerit recission the Company agreed to a promissory note payable to Celerit for $ 605,000 7 (c) The notes payable – long term balance of $ 14,426 At September 30, 2022, the aggregate maturities of notes payable for the next five years and thereafter are as follows: Schedule of maturities of notes payable Year 1 $ 4,622,254 Year 2 7,494 Year 3 6,932 Year 4 - Total $ 4,636,680

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	9 Months Ended
	Sep. 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 the 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 allocated the fair value of the total consideration paid of $ 400,398 200,199 200,199 On November 4, 2022 the Company entered into a Membership Interest Purchase Agreement with TechEdge Services, a Texas corporation, to sell all of its ownership interest in Abstract Media. See Note 12. “Subsequent Events.” After assessing the impact of the terms of the Membership Interest Purchase Agreement on its financial statements, the Company determined that the goodwill and the unamortized value of intangible assets as of September 30, 2022 had been fully impaired. As a result the Company recorded an impairment charge of $ 344,787

DISCOUNTINUED OPERATIONS

DISCOUNTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2022
Discountinued Operations
DISCOUNTINUED OPERATIONS	NOTE 6 – DISCOUNTINUED OPERATIONS On April 7, 2022, the Company closed on 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”). Aggregate consideration for the Mergers consisted of (i) $ 2,695,000 4,000,000 10,000 2,695,000 0.0001 September 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 allocated the fair value of the total consideration paid to goodwill of $ 10,945,515 2,736,378 Subsequent to entry into the Merger Agreement, the parties determined that they would unwind the transactions as set forth in the Merger Agreement and in the other agreements entered into in connection therewith. Rescission Agreement On August 22, 2022, the Company entered into the Rescission, Termination and Release Agreement (the “Rescission Agreement”) by and among (i) the Company, (ii) SCARE Holdings LLC, a wholly-owned subsidiary of Sollensys, (“SCARE”); (iii) Celerit; (iv) Celerit Solutions; (v) Ms. Rothwell; (vi) Ron Harmon; and (vii) CRE. Pursuant to the terms of the Rescission Agreement, the parties agreed to unwind the transactions as set forth in the Merger Agreement and in the other agreements entered into in connection therewith, so as to place each of the parties to the Merger Agreement in the position that they were as of immediately prior to the closing of the transactions as set forth in and as contemplated by the Merger Agreement and the related agreements. As a result, on August 26, 2022, the following agreements were terminated, except as set forth in the Rescission Agreement: (i) the Rothwell Employment Agreement, (ii) the Harmon Employment Agreement, (iii) the Blockchain Archive Server Agreement, (iv) the Rothwell Note, (v) the Banking Agreement, and (vi) the Real Estate Purchase Agreement. Pursuant to the terms of the Rescission Agreement, among other things, the parties agreed as follows: (i) Sollensys agreed to transfer to Ms. Rothwell one share of Celerit common stock; (ii) Sollensys agreed to transfer to Ms. Rothwell one share of Celerit Solutions common stock; (iii) Ms. Rothwell agreed to transfer to Sollensys 4,000,000 (iv) Ms. Rothwell agreed to resign from any and all positions with Sollensys, including as a member of Sollensys’ board of directors; (v) Donald Beavers agreed to resign as a director and officer of Celerit and Celerit Solutions; (vi) Anthony Nolte agreed to resign as a director and officer of Celerit and Celerit Solutions; and (vii) Sollensys agreed, in connection with its withdrawal from Celerit of an aggregate of $ 605,000 As of the date of this Report the promissory note for $605,000 had not been paid. In addition, pursuant to the terms of the Rescission Agreement, the parties agreed to terminate: (i) The Executive Employment Agreement, dated as of April 7, 2022, by and between Sollensys and Ms. Rothwell; (ii) The Executive Employment Agreement, dated as of April 7, 2022, by and between Sollensys and Mr. Harmon; (iii) The Rothwell Sollensys Blockchain Archive Server Distributive Data Center Agreement (2 Units); (iv) The Promissory Note issued by Sollensys to Ms. Rothwell on April 7, 2022; (v) The Banking and Credit Union Services Agreement, dated as of April 7, 2022; and (vi) The Real Estate Purchase Agreement, dated as of March 24, 2022. As a result of the recission the Company recorded the following loss from discontinued operations : Schedule of loss from discontinued operations Assets transferred: Cash $ 2,560,058 Accounts receivable 942,862 Other accounts receivable 629,086 Prepaids and other assets 107,109 Property and equipment, net 449,520 Goodwill 10,945,115 Intangibles 2,394,238 Total assets 18,027,988 Liabilities transferred: Accounts payable (56,715 ) Accrued expenses (166,579 ) Loans payable (223,294 ) Net assets transferred 17,804,694 Consideration received, 4,000,000 shares returned to treasury (812,000 ) Extinguishment of promissory note (2,342,916 ) Loss from discontinued operation $ (14,649,778 ) The loss from discontinued operations is follows: Schedule of loss from discontinued operations Three months ended Three months ended Nine months ended Revenue $ 5,945,395 $ 1,299,787 $ 7,245,182 Operating Expenses 3,077,715 1,516,189 4,593,904 Income Loss from Discontinued Operations 2,867,680 (216,402 ) 2,651,278 Loss on Rescission (a) - (14,649,778 ) (14,649,778 ) Discontinued operations $ 2,867,680 $ (14,866,180 ) $ (11,998,500 ) Schedule of pro forma information Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue $ 1,299,787 $ - $ 7,245,182 $ - Operating expenses 1,516,189 - 4,593,904 - Income (loss) from discontinued operations (216,402 ) - 2,651,278 - Loss on rescission (a) (14,649,778 ) - (14,649,778 ) - Discontinued operations, net of tax $ (14,866,180 ) $ - $ (11,998,500 ) $ - (a) Other loss from discontinued operations is attributable to the loss incurred due to the rescission of the acquisition agreement

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 7 – GOODWILL AND INTANGIBLE ASSETS As of September 30, 2022, the balance of goodwill and intangible assets was $- 0 0 50,050 0 On November 4, 2022 the Company entered into a Membership Interest Purchase Agreement with TechEdge Services, a Texas corporation, to sell all of its ownership interest in Abstract Media. See Note 12. “Subsequent Events.” After assessing the impact of the terms of the Membership Interest Purchase Agreement on its financial statements, the Company determined that the goodwill and the unamortized value of intangible assets as of September 30, 2022 had been fully impaired. As a result the Company recorded an impairment charge of $ 344,787

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2022 ended September 30, 2022, the Company received a number of related party loans, 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 blockchain service to them. For that service, the member of management paid a deposit of $ 90,000

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCK-BASED COMPENSATION	NOTE 9 – STOCK-BASED COMPENSATION During 2022 and 2021, the Company issued 383,037 848,889 503,080 104,000 383,037 283,037 10,000

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
LEASES	NOTE 10 – 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 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 Year 1 $ 190,515 Year 2 161,153 Year 3 160,599 Year 4 68,216 Total 580,483 Imputed interest (97,478 ) Lease liability $ 483,005

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock On September 30, 2022, and December 31, 2021, there were 25,000,000 shares of preferred stock authorized, with - 0 Common Stock The Company has authorized 300,000,000 0.001 101,201,158 100,715,736 During the nine months ended September 30, 2022, the Company: ● Raised $ 510,001 158,750 ● Issued 4,000,000 ● Issued an aggregate of 326,672 538,842 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	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS 10% Convertible Promissory Note On October 13, 2022, the Company issued a promissory note to AJB Capital Investments, LLC (“AJB”) an unrelated thirty party lender, in the principal amount of $ 600,000 10 April 13, 2023 60,000 540,000 The AJB Note is convertible, subject to a 4.99% equity blocker, in the event of a default, as provided in the AJB Note, into common stock at a conversion price (the “Conversion Price”) equal to the Variable Weighted Average Price (“VWAP”) (i) during the previous 10 trading day period ending on the date of issuance of the AJB Note, or (ii) during the previous 10 trading day period ending on the conversion date, whichever is lower. If the common stock is not deliverable electronically by the Depository Trust Company (“DWAC”), an additional 10% discount will apply for all future conversions until DWAC delivery becomes available. If the common stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount will apply for all future conversions until such chill is lifted. Additionally, if the Company ceases to be a reporting company pursuant to the Exchange Act, or if the AJB Note cannot be converted into free trading shares after 181 days from the issue date (other than as a result of AJB’s status as an affiliate of the Company), an additional 15% discount will be attributed to the conversion price. While the AJB Note is outstanding, each time any third party has the right to convert monies owed to that third party into common stock (or receive shares pursuant to a settlement or otherwise), at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the AJB Note), then AJB, in its sole discretion, may utilize such greater discount percentage (prior to all applicable adjustments in this AJB Note) until the AJB Note is no longer outstanding. While the AJB Note is outstanding, each time any third party has a look back period greater than the look back period in effect under the AJB Note at that time, then AJB, in its sole discretion, may utilize such greater number of look back days until the AJB Note is no longer outstanding. Upon the occurrence of certain events of default specified in the AJB Note, including, but not limited to, a failure to honor a conversion request, failure to maintain the Company’s quotation, or the Company’s failure to comply with its obligations under Exchange Act, all amounts owed to AJB under the AJB Note, including default interest if any, shall then become due and payable. Further, if the Company fail to maintain its quotation, fails to comply with its obligations under the Exchange Act, or loses the “bid” price for its common stock for a period of five days after written notice thereof to the Company, after the nine-month anniversary of the AJB Note, then the principal amount of the AJB Note will increase by $ 15,000 Common Stock Purchase Warrant Pursuant to the terms of the Warrant, AJB may purchase up to 1,000,000 0.15 The Company also agreed to include the shares exercisable upon exercise of the Warrant in a registration statement filed by the Company with respect to a public offering of the Company’s securities. If no such registration statement is filed or if the Company fails to include such shares in the registration statement, then no later than the date that is 90 days after October 13, 2022, the Company will file a registration statement including all shares issuable upon exercise of the Warrant and will cause the registration statement to be declared effective within 180 days after October 13, 2022. Security Agreement In connection with entry into the SPA and issuance of the AJB Note, on October 13, 2022, the Company entered into a Security Agreement, dated as of October 13, 2022, by and between the Company and AJB (the “Security Agreement”). Pursuant to the terms of the Security Agreement, the Company agreed to grant to AJB an unconditional and continuing first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the AJB Note, the SPA and the other documents executed in connection with the SPA. The Security Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company. Membership Purchase Agreement for the Sale of Abstract Media LLC On November 4, 2022 the company sold 100% of its membership interest in Abstract Media, LLC to Tech Edge Services for $ 1,000 (a) The Parties acknowledge and agree that Abstract Media is currently the lessee pursuant to a lease for the premises located at 33136 Magnolia Circle, Suite F, Magnolia, Texas 77354 (the “Lease”). Following the Closing, the Seller shall continue to pay the rent payable pursuant to the Lease for the months of November 2022 and December 2022. Buyer shall thereafter be responsible for rent payments in the Lease commencing on January 1, 2023. (b) The Company shall pay, and shall be responsible for, all outstanding liabilities of Abstract Media related to any and all contracts of Abstract Media as of the Closing Date. (c) Following the Closing and for a period of 24 months thereafter (the “Earn-Out Period”), Buyer shall pay to the Company an amount equal to 5 Sale of Company Headquarters Building On November 3, 2022 the Company entered into a Purchase and Sale Agreement with EML Realty Partners (“EML”), a Florida LLC to sell its corporate headquarters located at 1470 Treeland Boulevard SE, Palm Bay, Florida 32909 for $ 3,850,000 5 25,667 3

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. On November 4, 2022 the Company entered into a Membership Interest Purchase Agreement with TechEdge Services, a Texas corporation, to sell all of its ownership interest in Abstract Media. See Note 12. “Subsequent Events.” After assessing the impact of the terms of the Membership Interest Purchase Agreement on its financial statements, the Company determined that the carrying value of Abstract Media as of September 30, 2022 exceeded its fair value. As a result, the Company recorded an impairment charge of $ 344,787
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.
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 September 30, 2022, the current balance of deferred revenue was $ 637,016 184,286 437,731 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 three and nine months ended September 30, 2022 and 2021 is as follows: Disaggregation of revenue Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenue from Blockchain Archive Servers and SaaS $ 40,520 $ 35,714 $ 569,384 $ 145,357 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 61,833 - 321,192 - Total revenue $ 102,353 $ 35,714 $ 890,576 $ 145,357
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 September 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, the Company 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 $ 437,691 483,005 46,000 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 September 30, 2022 and December 31, 2021, the balance of accounts receivable were $ 286,297 1,717

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Disaggregation of revenue	Disaggregation of revenue Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenue from Blockchain Archive Servers and SaaS $ 40,520 $ 35,714 $ 569,384 $ 145,357 Revenue from augmented reality for corporate high tech training and integration of cybersecurity 61,833 - 321,192 - Total revenue $ 102,353 $ 35,714 $ 890,576 $ 145,357

NOTES PAYABLE AND RELATED PAR_2

NOTES PAYABLE AND RELATED PARTY LOANS (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of notes payable related party outstanding	Schedule of notes payable related party outstanding September 30, December 31, 2022 2021 Related party loans (a) $ 1,396,075 $ - Notes payable - short term (b) $ 3,226,179 $ 2,505,553 Notes payable - long term (c) $ 14,426 $ 19,137
Schedule of maturities of notes payable	Schedule of maturities of notes payable Year 1 $ 4,622,254 Year 2 7,494 Year 3 6,932 Year 4 - Total $ 4,636,680

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables) - Abstract Media [Member]	9 Months Ended
	Sep. 30, 2022
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

DISCOUNTINUED OPERATIONS (Table

DISCOUNTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Schedule of loss from discontinued operations	Schedule of loss from discontinued operations Assets transferred: Cash $ 2,560,058 Accounts receivable 942,862 Other accounts receivable 629,086 Prepaids and other assets 107,109 Property and equipment, net 449,520 Goodwill 10,945,115 Intangibles 2,394,238 Total assets 18,027,988 Liabilities transferred: Accounts payable (56,715 ) Accrued expenses (166,579 ) Loans payable (223,294 ) Net assets transferred 17,804,694 Consideration received, 4,000,000 shares returned to treasury (812,000 ) Extinguishment of promissory note (2,342,916 ) Loss from discontinued operation $ (14,649,778 )
Schedule of loss from discontinued operations	Schedule of loss from discontinued operations Three months ended Three months ended Nine months ended Revenue $ 5,945,395 $ 1,299,787 $ 7,245,182 Operating Expenses 3,077,715 1,516,189 4,593,904 Income Loss from Discontinued Operations 2,867,680 (216,402 ) 2,651,278 Loss on Rescission (a) - (14,649,778 ) (14,649,778 ) Discontinued operations $ 2,867,680 $ (14,866,180 ) $ (11,998,500 )
Schedule of pro forma information	Schedule of pro forma information Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue $ 1,299,787 $ - $ 7,245,182 $ - Operating expenses 1,516,189 - 4,593,904 - Income (loss) from discontinued operations (216,402 ) - 2,651,278 - Loss on rescission (a) (14,649,778 ) - (14,649,778 ) - Discontinued operations, net of tax $ (14,866,180 ) $ - $ (11,998,500 ) $ - (a) Other loss from discontinued operations is attributable to the loss incurred due to the rescission of the acquisition agreement
Celerit [Member]
Restructuring Cost and Reserve [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)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of lease payment	Schedule of lease payment Year 1 $ 190,515 Year 2 161,153 Year 3 160,599 Year 4 68,216 Total 580,483 Imputed interest (97,478 ) Lease liability $ 483,005

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative)	9 Months Ended
	Sep. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 5,480,950

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Product Information [Line Items]
Total Revenue	$ 102,353	$ 35,714	$ 890,576	$ 145,357
Blockchain Archive Servers And Saa S [Member]
Product Information [Line Items]
Total Revenue	40,520	35,714	569,384	145,357
Augmented Reality For Corporate High Tech Training And Integration Of Cybersecurity [Member]
Product Information [Line Items]
Total Revenue	$ 61,833		$ 321,192

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Impairment charge	$ 344,787
Deferred Revenue, Current	637,016	$ 637,016	$ 437,731
Deferred Revenue, Noncurrent	184,286	$ 184,286	$ 205,714
Anti-dilutive shares		0	0
Operating lease assets	437,691	$ 437,691
Operating lease liabilities	483,005	483,005
Changes increased accumulated deficit	46,000	46,000
Accounts receivable	$ 286,297	$ 286,297	$ 1,717

NOTES PAYABLE AND NOTES PAYABLE

NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Related party loans (a)	$ 1,396,075
Notes payable - short term (b)	3,226,179	2,505,553
Notes payable - long term (c)	$ 14,426	$ 19,137

NOTES PAYABLE AND NOTES PAYAB_2

NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (Details 1)	Sep. 30, 2022 USD ($)
Debt Disclosure [Abstract]
Year 1	$ 4,622,254
Year 2	7,494
Year 3	6,932
Year 4
Total	$ 4,636,680

NOTES PAYABLE AND RELATED PAR_3

NOTES PAYABLE AND RELATED PARTY LOANS (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Jan. 08, 2022	Sep. 20, 2022	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Maturity Date	Dec. 08, 2024
Investment Building and Building Improvements			$ 2,500,000
Mortgage call monthly interest payments			10,000
Principal amount	$ 16,250
Interest rate	4.75%
Balloon payment to be paid			$ 2,270,000
Shares pledged by CEO			500,000
Mortgage note payable			$ 2,442,681	$ 2,500,000
Notes payable long term			$ 14,426	$ 19,137
Promissory note agreements		the Company entered into a twelve percent (12%) $172,760 promissory note including $18,510 of Original Issue discount with 1800 Diagonal Lending LLC (“Diagonal) with a maturity date of September 30, 2023. Accrued interest, and outstanding principal shall be repaid in ten payments each in the amount of $19,349. In the event of a default, as defined in the note payable agreement, the loan is convertible at the discretion of the lender into common stock at 75% of the lowest ten day trading price prior to the conversion date multiplied by the amount outstanding.
Accruing interest			7%
Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loans Payable			$ 15,000
Unsecured Demand Loans Four [Member]
Debt Instrument [Line Items]
Maturity Date			May 04, 2023
Debt instrument interest rate			6%
Loans Payable			$ 350,000
Unsecured Demand Loans Four [Member] | Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loans Payable			$ 230,000
Unsecured Demand Loans One [Member]
Debt Instrument [Line Items]
Maturity Date			Mar. 31, 2023
Loans Payable			$ 15,000
Unsecured Demand Loans One [Member] | Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loans Payable			$ 468,900
Unsecured Demand Loans Two [Member]
Debt Instrument [Line Items]
Maturity Date			Sep. 30, 2023
Loans Payable			$ 468,900
Unsecured Demand Loans Two [Member] | Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loans Payable			$ 150,000
Unsecured Demand Loans Three [Member]
Debt Instrument [Line Items]
Maturity Date			Apr. 10, 2023
Loans Payable			$ 150,000
Unsecured Demand Loans Three [Member] | Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loans Payable			$ 350,000
Unsecured Demand Loans Five [Member]
Debt Instrument [Line Items]
Maturity Date			Aug. 11, 2023
Loans Payable			$ 230
Vehicle Loan [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			13.10%
Monthly principal payments			$ 710
Notes payable long term			5,738
David Beavers [Member]
Debt Instrument [Line Items]
Related party loan			$ 166,803
Accrues simple interest			6%
Maturity Date			Sep. 30, 2023
Donald Beavers [Member]
Debt Instrument [Line Items]
Related party loan			$ 15,372
Maturity Date			Aug. 30, 2022
Celerit [Member]
Debt Instrument [Line Items]
Loans Payable			$ 605,000

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details)	9 Months Ended
	Sep. 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]	Sep. 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 ACQUISITIONS (Details

BUSINESS ACQUISITIONS (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 06, 2021	Oct. 15, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total consideration paid				$ 400,398
Goodwill					$ 200,199
Impairment charge			344,787
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
Membership Interest Exchange Agreement [Member]
Business Acquisition [Line Items]
Additional consideration		$ 15,000

DISCOUNTINUED OPERATIONS (Detai

DISCOUNTINUED OPERATIONS (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Restructuring Cost and Reserve [Line Items]
Fair value of total consideration paid	$ 400,398
Celerit [Member]
Restructuring Cost and Reserve [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

DISCOUNTINUED OPERATIONS (Det_2

DISCOUNTINUED OPERATIONS (Details 1) - Celerit [Member]	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [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

DISCOUNTINUED OPERATIONS (Det_3

DISCOUNTINUED OPERATIONS (Details 2) - Celerit And Celerit Solutions [Member]	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash	$ 2,560,058
Accounts receivable	942,862
Other accounts receivable	629,086
Prepaids and other assets	107,109
Property and equipment, net	449,520
Goodwill	10,945,115
Intangibles	2,394,238
Total assets	18,027,988
Accounts payable	(56,715)
Accrued expenses	(166,579)
Loans payable	(223,294)
Net assets transferred	(17,804,694)
Consideration received, 4,000,000 shares returned to treasury	(812,000)
Extinguishment of promissory note	(2,342,916)
Loss from discontinued operation	$ (14,649,778)

DISCOUNTINUED OPERATIONS (Det_4

DISCOUNTINUED OPERATIONS (Details 3) - USD ($)		3 Months Ended			9 Months Ended
		Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue		$ 102,353		$ 35,714	$ 890,576	$ 145,357
Operating Expenses		1,222,896		1,058,574	4,111,884	2,505,120
Loss on Rescission	[1]	(14,649,778)			(14,649,778)
Discontinued Operations [Member]
Revenue		1,299,787	$ 5,945,395		7,245,182
Operating Expenses		1,516,189	3,077,715		4,593,904
Income Loss from Discontinued Operations		(216,402)	2,867,680		2,651,278
Loss on Rescission	[1]	(14,649,778)			(14,649,778)
Discontinued operations		$ (14,866,180)	$ 2,867,680		$ (11,998,500)
[1]Other loss from discontinued operations is attributable to the loss incurred due to the rescission of the acquisition agreement

DISCOUNTINUED OPERATIONS (Det_5

DISCOUNTINUED OPERATIONS (Details 4) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Discountinued Operations
Revenue		$ 1,299,787		$ 7,245,182
Operating expenses		1,516,189		4,593,904
Income (loss) from discontinued operations		(216,402)		2,651,278
Loss on rescission	[1]	(14,649,778)		(14,649,778)
Discontinued operations, net of tax		$ (14,866,180)		$ (11,998,500)
[1]Other loss from discontinued operations is attributable to the loss incurred due to the rescission of the acquisition agreement

DISCOUNTINUED OPERATIONS (Det_6

DISCOUNTINUED OPERATIONS (Details Narrative) - USD ($)				9 Months Ended
	Apr. 07, 2022	Jan. 08, 2022	Oct. 15, 2021	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid				$ 400,398
Principal amount		$ 16,250
Interest rate		4.75%
Maturity date		Dec. 08, 2024
Goodwill					$ 200,199
Ms Rothwell [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares transfer				4,000,000
Terry Rothwell [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount	$ 2,695,000
Interest rate	0.0001%
Maturity date	Sep. 30, 2022
Accrues simple interest	6%
Celerit [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loans Payable				$ 605,000
Celerit [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid				$ 15,505,500
Stock issued, shares				4,000,000
Additional consideration			$ 10,000
Goodwill				$ 10,945,515
Fair value of intangible assets				2,736,378
Celerit [Member] | Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid				$ 2,695,000

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill		$ 0
Intangible assets	$ 0	0
Amortization of Intangible Assets		$ 50,050	$ 0
Impairment charge	$ 344,787

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	Sep. 30, 2022 USD ($)
Related Party Transactions [Abstract]
Deposit	$ 90,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares based compensation	$ 503,080
Unamortized stock based compensation	$ 104,000
Shares issued	383,037
Vested shares	283,037
Unvested, shares	10,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during the period for shares based compensation	$ 848,889
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during the period for shares based compensation, shares	383,037	383,037

LEASES (Details)

LEASES (Details)	Sep. 30, 2022 USD ($)
Leases [Abstract]
Year 1	$ 190,515
Year 2	161,153
Year 3	160,599
Year 4	68,216
Total	580,483
Imputed interest	(97,478)
Lease liability	$ 483,005

LEASES (Details Narrative)

LEASES (Details Narrative)	Sep. 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 ($)		9 Months Ended	12 Months Ended
	Dec. 06, 2021	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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		101,201,158	100,715,736
Common stock, shares outstanding		101,201,158	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		326,672
Issuance of common stock, value		$ 538,842

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 04, 2022	Nov. 03, 2022	Oct. 13, 2022	Jan. 08, 2022
Subsequent Event [Line Items]
Principal amount				$ 16,250
Maturity date				Dec. 08, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase of stock			1,000,000
Exercise price			$ 0.15
Sale of value	$ 1,000	$ 3,850,000
Percentage of gross proceeds received	5%
Lease term		5 years
Base rent		$ 25,667
Annual interest rate		3%
Subsequent Event [Member] | 10% Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Principal amount			$ 600,000
Interest rate			10%
Maturity date			Apr. 13, 2023
Issue discount			$ 60,000
Purchase price			540,000
Increased principal amount			$ 15,000