Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 21, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54995 | |
Entity Registrant Name | I-ON DIGITAL CORP. | |
Entity Central Index Key | 0001580490 | |
Entity Tax Identification Number | 46-3031328 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1244 N. Stone Street, Unit 3 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60610 | |
City Area Code | 866 | |
Local Phone Number | 440-2278 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | IONI | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,410,234 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 100,802 | |
Prepayments | 70,583 | |
Total current assets | 171,385 | |
Non-current assets: | ||
Intangible assets, net | 582,690 | |
Total non-current assets | 582,690 | |
Total Assets | 754,075 | |
Current liabilities: | ||
Accrued expenses | 102,473 | |
Deferred revenue – related party | 97,875 | |
Other current liabilities | 171,342 | |
Total current liabilities | 491,380 | |
Total liabilities | 491,380 | |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock Series A - $0.0001 par value; authorized 6,000 shares and 4,600 shares and zero issued and outstanding at June 30, 2023 and December 31, 2022 | 0 | |
Common stock - $0.0001 par value; authorized 100,000,000 shares;27,410,234 shares and 19,724,220 issued and outstanding at June 30, 2023 and December 31, 2022 | 2,741 | 1,972 |
Additional paid-in-capital | 3,279,122 | 2,689,391 |
Accumulated retained earnings | (3,019,168) | (2,691,363) |
Total stockholders’ equity (deficit) | 262,695 | |
Total Liabilities and Stockholders’ Equity | 754,075 | |
Related Party [Member] | ||
Current liabilities: | ||
Other current liabilities | $ 119,690 | $ 0 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares issued | 4,600 | 0 |
Preferred stock, shares outstanding | 4,600 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,410,234 | 19,724,220 |
Common stock, shares outstanding | 27,410,234 | 19,724,220 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales – related party | $ 32,625 | $ 32,625 | ||
Cost of Sale | 21,000 | 21,000 | ||
Gross profit | 11,625 | 11,625 | ||
Operating expense | ||||
Professional fees | 67,760 | 183,760 | ||
General and administrative expenses | 92,190 | 155,670 | ||
Total expenses from operations | 159,950 | 339,430 | ||
Income (loss) from continuing operations | (148,325) | (327,805) | ||
Income (loss) from discontinued operations | (447,216) | (1,149,408) | ||
Income (loss) on equity investment and other income | (68,955) | 905,196 | ||
Income (loss) from discontinued operations before income taxes and non- controlling interest | (148,325) | (516,171) | (244,212) | |
Provision for income taxes | 30,880 | 30,880 | ||
Income (loss) before non-controlling interest | (148,325) | (547,051) | (275,092) | |
Non-controlling interest (loss) | (95,652) | (236,167) | ||
Net loss from continued operations | (148,325) | (327,805) | ||
Net income attributable to Parent Company from discontinued operations | (451,399) | (38,925) | ||
Comprehensive income statement: | ||||
Net income (loss) from continuing operations | (148,325) | (327,805) | ||
Net income (loss) from discontinued operations | (547,051) | (275,092) | ||
Foreign currency translation loss | (485,578) | (713,569) | ||
Total comprehensive income (loss) from discontinued operations | (1,032,629) | (988,661) | ||
Total comprehensive income (loss) from continued operations | $ (148,325) | $ (327,805) | ||
Basic earnings per share from continuing operations | ||||
Net loss before non-controlling interest | $ 0 | $ (0.01) | ||
Earnings per share to stockholders | $ 0 | $ (0.01) | ||
Basic earnings per share from discontinued operations | ||||
Net loss before non-controlling interest | $ (0.02) | $ (0.01) | ||
Non-controlling interest | (0.02) | (0.01) | ||
Earnings per share to stockholders | $ (0.02) | $ (0.01) | ||
Weighted average number of common shares outstanding: | ||||
Basic | 26,668,975 | 35,030,339 | 24,674,224 | 35,030,339 |
Diluted | 26,668,975 | 35,030,339 | 24,674,224 | 35,030,339 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Non Controlling Interest Preferred Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 3,503 | $ 3,713,370 | $ 7,681,661 | $ (709,478) | $ (726,500) | $ 9,962,556 | $ (165,796) | $ 1,093,569 | $ 10,890,329 | ||
Balance shares at Dec. 31, 2021 | 35,030,339 | ||||||||||
Net income (loss) | 412,474 | 412,474 | 25,281 | 437,755 | |||||||
Foreign currency translation loss | (227,991) | (227,991) | (227,991) | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 3,503 | 3,713,370 | 8,094,135 | (709,478) | (954,491) | 10,147,039 | (140,515) | 1,093,569 | 11,100,093 | ||
Balance shares at Mar. 31, 2022 | 35,030,339 | ||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 3,503 | 3,713,370 | 7,681,661 | (709,478) | (726,500) | 9,962,556 | (165,796) | 1,093,569 | 10,890,329 | ||
Balance shares at Dec. 31, 2021 | 35,030,339 | ||||||||||
Foreign currency translation loss | (713,569) | ||||||||||
Ending balance, value at Jun. 30, 2022 | $ 3,503 | 3,713,370 | (451,399) | (709,478) | (1,440,069) | 9,210,062 | (401,963) | 1,093,569 | 9,901,668 | ||
Balance shares at Jun. 30, 2022 | 35,030,339 | ||||||||||
Beginning balance, value at Mar. 31, 2022 | $ 3,503 | 3,713,370 | 8,094,135 | (709,478) | (954,491) | 10,147,039 | (140,515) | 1,093,569 | 11,100,093 | ||
Balance shares at Mar. 31, 2022 | 35,030,339 | ||||||||||
Net income (loss) | (451,399) | (451,399) | (261,448) | (712,847) | |||||||
Foreign currency translation loss | (485,578) | (485,578) | (485,578) | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 3,503 | 3,713,370 | (451,399) | (709,478) | (1,440,069) | 9,210,062 | (401,963) | 1,093,569 | 9,901,668 | ||
Balance shares at Jun. 30, 2022 | 35,030,339 | ||||||||||
Beginning balance, value at Dec. 31, 2022 | $ 1,972 | 2,689,391 | (2,691,363) | ||||||||
Balance shares at Dec. 31, 2022 | 19,724,220 | ||||||||||
Issuance of preferred stock A | $ 0 | 214,286 | 214,286 | 214,286 | |||||||
Issuance of preferred stock, shares | 3,600 | ||||||||||
Distribution | (250,000) | (250,000) | (250,000) | ||||||||
Issuance of preferred stock - series B | $ 1 | 35,713 | 35,714 | 35,714 | |||||||
Issuance of preferred stock - series B, shares | 6,000 | ||||||||||
Preferred stock series B conversion to Common Stock | $ 600 | $ (1) | (599) | ||||||||
Preferred stock series b converion to common stock, shares | 6,000,000 | (6,000) | |||||||||
Common stock cancellation | $ 0 | 0 | 0 | ||||||||
Common stock cancellation, shares | (350) | ||||||||||
Net income (loss) | (179,480) | (179,480) | (179,480) | ||||||||
Ending balance, value at Mar. 31, 2023 | $ 2,572 | $ 0 | 2,688,791 | (2,870,843) | (179,480) | (179,480) | |||||
Balance shares at Mar. 31, 2023 | 25,723,870 | 3,600 | |||||||||
Beginning balance, value at Dec. 31, 2022 | $ 1,972 | 2,689,391 | (2,691,363) | ||||||||
Balance shares at Dec. 31, 2022 | 19,724,220 | ||||||||||
Foreign currency translation loss | |||||||||||
Ending balance, value at Jun. 30, 2023 | $ 2,741 | $ 0 | 3,279,122 | (3,019,168) | 262,695 | 262,695 | |||||
Balance shares at Jun. 30, 2023 | 27,410,234 | 4,600 | |||||||||
Beginning balance, value at Mar. 31, 2023 | $ 2,572 | $ 0 | 2,688,791 | (2,870,843) | (179,480) | (179,480) | |||||
Balance shares at Mar. 31, 2023 | 25,723,870 | 3,600 | |||||||||
Issuance of preferred stock A | $ 0 | 219,500 | 219,500 | 219,500 | |||||||
Issuance of preferred stock, shares | 1,000 | ||||||||||
Net income (loss) | (148,325) | (148,325) | (148,325) | ||||||||
Common stock issued for services | $ 55 | 120,945 | 121,000 | 121,000 | |||||||
Common stock issued for services, shares | 550,000 | ||||||||||
Common stock issued for intangible asset | $ 114 | 249,886 | 250,000 | 250,000 | |||||||
Common stock issued for intangible aset, shares | 1,136,364 | ||||||||||
Foreign currency translation loss | |||||||||||
Ending balance, value at Jun. 30, 2023 | $ 2,741 | $ 0 | $ 3,279,122 | $ (3,019,168) | $ 262,695 | $ 262,695 | |||||
Balance shares at Jun. 30, 2023 | 27,410,234 | 4,600 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (327,805) | |
Adjustments | ||
Stock compensation | 121,000 | |
Amortization | 21,000 | |
Changes in assets and liabilities | ||
Prepaid expenses and other current assets | (70,583) | |
Accrued expenses | 102,473 | |
Deferred revenue – related party | 97,875 | |
Other current liabilities – related party | 171,342 | |
Net cash provided (used) in continuing operations | 115,302 | |
Net cash provided (used) in discontinued operations | (1,530,783) | |
Total net cash provided by (used in) operating activities | 115,302 | (1,530,783) |
Cash flows from investing activities: | ||
Purchase of intangible assets | (353,690) | |
Total net cash provided (used) in continuing investing activities | (353,690) | |
Total net cash provided (used) in discontinued investing activities | (374,573) | |
Total net cash provided (used) in investing activities | (353,690) | (374,573) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock Series A | 433,786 | |
Proceeds from issuance of preferred stock Series B | 35,714 | |
Distribution per stock purchase agreement | (250,000) | |
Advances from related parties | 119,690 | |
Total net cash provided (used) in continuing financing activities | 339,190 | |
Total net cash provided (used) in discontinued financing activities | 247,517 | |
Total net cash provided by (used in) financing activities | 339,190 | 247,517 |
Effect of foreign currency translation on cash and cash equivalents | (293,722) | |
Net increase (decrease) in cash and cash equivalents | 100,802 | (1,951,561) |
Cash and cash equivalents including restricted cash, beginning of period | 5,308,644 | |
Cash and cash equivalents including restricted cash, end of period | 100,802 | 3,357,083 |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Taxes paid | ||
Discontinued operations: | ||
Interest paid | 3,996 | |
Taxes paid | 14,006 | |
Continuing operations: | ||
Issuance of common stock for intangible assets | 250,000 | |
Issuance of common stock for services | $ 121,000 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1: Organization and Operations I-ON Digital Corp. (“the Company”) was incorporated on July 5, 1999 and is engaged in providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the Block chain On or about August 1, 2021, the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) formed a new subsidiary named eformworks Co., Ltd. (“e.Form”) into which Communications moved its electronic signature operations. Communications contributed approximately $ 253,000 77,000 59.82 On June 28, 2022, the board of directors of the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) approved to form a new subsidiary named EIPGRID, which provides the community energy service platforms. Hence Communications contributed approximately $ 773,000 On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Balance Sheets. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of Subsidiaries.” On September 28, 2022, I-ON Digital Corp. (the “Company,” “we,” “us” or “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). In January 2023, the Purchase Agreement was executed and the ownership changed to IAC. The Company adopted the operations of IAC. Accordingly, the Company is in the business of providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the Block chain. In March 2023, the Company signed a marketing consulting service agreement with a marketing consulting service company (the “Consultant”). According to the agreement, the Consultant will provide a comprehensive marketing, branding, and investor relation team focused on amplifying, growing, and refining the Company’s brand messaging and thought leadership position in the precious metals, web 3.0 and overall financial market place. The term is eighteen ( 18 6 11,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. Summary of Significant Accounting Policies The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the balance sheet as of December 31, 2022, which has been derived from audited financial statements, and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period. These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022. Going Concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Sell-off of its subsidiaries in September 2022. As of June 30, 2023, the Company has completed two digital platforms to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Those platforms are expected in implementation stage in Q3 or Q4 2023. The Company’s business prospects have changed since new management took control of operations in January 2023. During the period ended June 30, 2023, Management commenced new initiatives in technology development and acquisitions. In connection with these initiatives, Management plans to prepare the Company for capital formation and new business development through capital raising vehicles. Management’s efforts are noted, though there can be no assurances that the Company will be successful in this or any of its endeavors. Use of Estimates in the Preparation of Financial Statements The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates. Foreign Currency Transaction and Translation During 2022, the Company’s principal country of operations was Korea. The financial position and results of operations of the Company were determined using the local currency, Korean Won (“KRW”), as the functional currency. ● I-ON, Ltd (Japanese subsidiary) ● Consolidation Segment Reporting FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company operates in one segment – financial technology services. The Company’s chief executive officer has been identified as the chief decision maker. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 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 the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation. Cash and Cash Equivalents The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method, based on the estimated useful lives as follows: Schedule of Estimated Useful Lives of Property and Equipment Facility equipment 4 Automobile 4 Office equipment 4 Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations. Intangible Assets When the Company acquires an intangible asset, it is recorded at acquisition cost (the purchase price of the intangible asset and the costs directly related to the preparation of the asset for its intended purpose). The cost of an intangible asset acquired in a business combination is measured at the fair value at the acquisition date according to the accounting standards for business combinations. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. The estimated useful lives of the respective asset categories are as follows: Schedule of Estimated Useful Lives of Asset Categories Development costs 3 Intangible assets excluding development costs 10 Other Intangible assets – Core technology platforms 3 5 Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment Digital Assets Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). Digital assets can be sold at will, held for investment as such, are classified as a non-current asset. These digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Earnings Per Share FASB ASC Topic 260, Earnings Per Share Fair Value Measurements The Company follows FASB ASC Topic 820, Fair Value Measurements ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis. The three levels of inputs are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. Level 2 Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes. The Company follows FASB ASC 740, Income Taxes FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution no Contingencies Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and trade receivable arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company performs ongoing credit evaluations to its customers and establishes allowances when appropriate. Advertising Costs associated with advertising and promotions are expensed as incurred. Employee Stock Based Compensation The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation three years Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements. Non-controlling Interests Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period. Recently Issued Accounting Pronouncements Recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3. Discontinued Operations On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net income (loss) from discontinued operations in the Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Balance Sheets. In accordance with FASB ASC 805, Business Combinations, the transaction was determined to be transfers and exchanges between entities under the common control. Accordingly, the difference between the proceeds received by the Company and the book value of the Communications and Communication’s subsidiaries has been recognized as an equity transaction and no gain or loss has been recorded. The following table presents the components of discontinued operations in relation to Communications reported in the statements of operations: Schedule of Components of Discontinued Operations 2023 2022 2023 2022 Six months ended Three months ended 2023 2022 2023 2022 Net Sales - 5,320,298 - 2,854,670 Operating costs and expenses - 6,469,706 - 3,301,886 Income (loss) from operations before other income and income taxes - (1,149,408 ) - (447,216 ) Other income (loss) - 905,196 - (68,955 ) Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest - (244,212 ) - (516,171 ) Income tax - 30,880 - 30,880 Income (loss) from discontinued operations before loss on equity investment and non-controlling interest - (275,092 ) - (547,051 ) Loss on equity investment - - - - Income (loss) from discontinued operations before non-controlling interest - (275,092 ) - (547,051 ) Non-controlling interest income (loss) from discontinued operations - (236,167 ) - (95,652 ) Net income (loss) attributable to Parent Company from discontinued operations - (38,925 ) - (451,399 ) Comprehensive income statement Net income (loss) from discontinued operations - (275,092 ) - (547,051 ) Foreign currency translation loss - (713,569 ) - (485,578 ) Total comprehensive income (loss) from discontinued operations - (988,661 ) - (1,032,629 ) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4. Earnings Per Share The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share The following table sets forth the computation of basic and diluted net income per common share: Schedule of Computation of Basic and Diluted Net Income Per Common Share Periods Ended 2023 2022 2023 2022 Six Months Ended Three Months Ended Periods Ended 2023 2022 2023 2022 Net income (loss) $ (327,805 ) $ (38,925 ) $ (148,325 ) $ (451,399 ) Net income (loss) from continuing operations (327,805 ) - (148,325 ) - Net income (loss) from discontinued operations - (38,925 ) - (451,399 ) Weighted-average shares of common stock outstanding: Basic 24,674,224 35,030,339 26,668,975 35,030,339 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - - - Dilutive shares 24,674,224 35,030,339 26,668,975 35,030,339 Net income (loss) from continuing operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ (0.01 ) - $ (0.00 ) - Non-controlling interest - - $ 0.00 - Earnings per share to stockholders $ (0.01 ) - $ (0.00 ) - Earnings per share - Diluted Net income (loss) before non-controlling interest - - - - Non-controlling interest - - - - Earnings per share to stockholders - - - - Net income (loss) from discontinued operations: Earnings per share - Basic Net income (loss) before non-controlling interest - $ (0.01 ) - $ (0.02 ) Non-controlling interest - $ (0.00 ) - $ (0.00 ) Earnings per share to stockholders - $ (0.01 ) - $ (0.02 ) Earnings per share - Diluted Net income (loss) before non-controlling interest - - - - Non-controlling interest - - - - Earnings per share to stockholders - - - - |
Deconsolidation of Subsidiaries
Deconsolidation of Subsidiaries | 6 Months Ended |
Jun. 30, 2023 | |
Deconsolidation Of Subsidiaries | |
Deconsolidation of Subsidiaries | NOTE 5. Deconsolidation of Subsidiaries As of the Sell-Off date, which was September 29, 2022, the Company had approximately $ 12.6 3.6 As part of deconsolidation, we removed the balance of Accumulated Other Comprehensive Income (loss) which contains $ 2.4 Mr. Oh and Mr. Kim returned their shares of the Company, total 15,306,119 43 0.067 1,025,510 In accordance with FASB ASC 805, Business Combinations |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses | |
Prepaid Expenses | NOTE 6. Prepaid Expenses In April 2023, the Company signed a consulting agreement with Dutchess Group LLC. (“Consultant”) for Consultant to provide the Company with advisory and consulting services. The Company issued 550,000 0.22 50,417 As of June 30, 2023, the balance of prepaid expenses was $ 70,583 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7. Intangible Assets In March 2023, the Company paid, through Orebits Acquisition Group (a related party), $ 84,000 21,000 63,000 In January 2023, the Company signed a service agreement with Nodalium, Inc. through which Nodalium, Inc. will provide services for the Architectural Plan Project, Core IT Architecture & Digital Asset Ecosystem 80,000 thirty-six In February 2023, the Company, through ION Acquisition Corp., signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $ 335,700 85,700 1,136,364 335,700 In March 2023, the Company signed an agreement with Instruxi Limited, through which Instruxi Limited will build a technology stack for the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits the Company will provide specialist consultation, called ION’s Digital Architecture & Hybrid Blockchain Platform 103,990 As of June 30, 2023, the net value of the intangible assets was $ 582,690 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8. Related Party Transactions The Company’s major shareholder pays the expenses for the company’s operations and certain capital expenditures. For the six months ended June 30, 2023 and 2022, the major shareholder paid expenses of $ 119,690 0 119,690 0 . On March 30, 2023, the Company sub-leased its Enterprise workflow/intelligent automation platform, that is master software license to I-ON Acquisition Corp. for the annual fees of $ 130,500 32,625 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | NOTE 9. Stockholders’ Equity As indicated in NOTE 3, on September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 19,724,220 In September 2022, the Company established a series of preferred stock as “Series A Convertible Preferred Stock”. The authorized number of Series A Preferred Shares is six thousand ( 6,000 0.0001 3,600 214,286 214,286 Each Series A Preferred Share is convertible into Ten Thousand ( 10,000 0.0001 vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred In May 2023, the Company issued 1,000 219,500 4,600 In September 2022, the Company established a series of preferred stock as “Series B Convertible Preferred Stock”. The authorized number of Series B Preferred Shares is six thousand ( 6,000 0.0001 In January 2023, the Company issued 6,000 6,000 0.0001 35,714 1,000 0.0001 Also in January 2023, the 6,000 6,000,000 Again in January 2023, the Company cancelled 350 In May 1,136,364 Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC. The share price was $ 0.22 250,000 Also in May 2023, the Company issued 550,000 0.22 121,000 As of June 30, 2023, the Company had 27,410,234 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. Subsequent Events The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent event. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the balance sheet as of December 31, 2022, which has been derived from audited financial statements, and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period. These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022. |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Sell-off of its subsidiaries in September 2022. As of June 30, 2023, the Company has completed two digital platforms to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Those platforms are expected in implementation stage in Q3 or Q4 2023. The Company’s business prospects have changed since new management took control of operations in January 2023. During the period ended June 30, 2023, Management commenced new initiatives in technology development and acquisitions. In connection with these initiatives, Management plans to prepare the Company for capital formation and new business development through capital raising vehicles. Management’s efforts are noted, though there can be no assurances that the Company will be successful in this or any of its endeavors. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates. |
Foreign Currency Transaction and Translation | Foreign Currency Transaction and Translation During 2022, the Company’s principal country of operations was Korea. The financial position and results of operations of the Company were determined using the local currency, Korean Won (“KRW”), as the functional currency. ● I-ON, Ltd (Japanese subsidiary) ● Consolidation |
Segment Reporting | Segment Reporting FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company operates in one segment – financial technology services. The Company’s chief executive officer has been identified as the chief decision maker. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 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 the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method, based on the estimated useful lives as follows: Schedule of Estimated Useful Lives of Property and Equipment Facility equipment 4 Automobile 4 Office equipment 4 Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations. |
Intangible Assets | Intangible Assets When the Company acquires an intangible asset, it is recorded at acquisition cost (the purchase price of the intangible asset and the costs directly related to the preparation of the asset for its intended purpose). The cost of an intangible asset acquired in a business combination is measured at the fair value at the acquisition date according to the accounting standards for business combinations. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. The estimated useful lives of the respective asset categories are as follows: Schedule of Estimated Useful Lives of Asset Categories Development costs 3 Intangible assets excluding development costs 10 Other Intangible assets – Core technology platforms 3 5 |
Impairment analysis for long-lived assets and intangible assets | Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment |
Digital Assets | Digital Assets Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). Digital assets can be sold at will, held for investment as such, are classified as a non-current asset. These digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. |
Earnings Per Share | Earnings Per Share FASB ASC Topic 260, Earnings Per Share |
Fair Value Measurements | Fair Value Measurements The Company follows FASB ASC Topic 820, Fair Value Measurements ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis. The three levels of inputs are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. Level 2 Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes. The Company follows FASB ASC 740, Income Taxes FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution no |
Contingencies | Contingencies Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and trade receivable arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company performs ongoing credit evaluations to its customers and establishes allowances when appropriate. |
Advertising | Advertising Costs associated with advertising and promotions are expensed as incurred. |
Employee Stock Based Compensation | Employee Stock Based Compensation The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation three years Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method, based on the estimated useful lives as follows: Schedule of Estimated Useful Lives of Property and Equipment Facility equipment 4 Automobile 4 Office equipment 4 |
Schedule of Estimated Useful Lives of Asset Categories | The estimated useful lives of the respective asset categories are as follows: Schedule of Estimated Useful Lives of Asset Categories Development costs 3 Intangible assets excluding development costs 10 Other Intangible assets – Core technology platforms 3 5 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Components of Discontinued Operations | The following table presents the components of discontinued operations in relation to Communications reported in the statements of operations: Schedule of Components of Discontinued Operations 2023 2022 2023 2022 Six months ended Three months ended 2023 2022 2023 2022 Net Sales - 5,320,298 - 2,854,670 Operating costs and expenses - 6,469,706 - 3,301,886 Income (loss) from operations before other income and income taxes - (1,149,408 ) - (447,216 ) Other income (loss) - 905,196 - (68,955 ) Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest - (244,212 ) - (516,171 ) Income tax - 30,880 - 30,880 Income (loss) from discontinued operations before loss on equity investment and non-controlling interest - (275,092 ) - (547,051 ) Loss on equity investment - - - - Income (loss) from discontinued operations before non-controlling interest - (275,092 ) - (547,051 ) Non-controlling interest income (loss) from discontinued operations - (236,167 ) - (95,652 ) Net income (loss) attributable to Parent Company from discontinued operations - (38,925 ) - (451,399 ) Comprehensive income statement Net income (loss) from discontinued operations - (275,092 ) - (547,051 ) Foreign currency translation loss - (713,569 ) - (485,578 ) Total comprehensive income (loss) from discontinued operations - (988,661 ) - (1,032,629 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income Per Common Share | The following table sets forth the computation of basic and diluted net income per common share: Schedule of Computation of Basic and Diluted Net Income Per Common Share Periods Ended 2023 2022 2023 2022 Six Months Ended Three Months Ended Periods Ended 2023 2022 2023 2022 Net income (loss) $ (327,805 ) $ (38,925 ) $ (148,325 ) $ (451,399 ) Net income (loss) from continuing operations (327,805 ) - (148,325 ) - Net income (loss) from discontinued operations - (38,925 ) - (451,399 ) Weighted-average shares of common stock outstanding: Basic 24,674,224 35,030,339 26,668,975 35,030,339 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - - - Dilutive shares 24,674,224 35,030,339 26,668,975 35,030,339 Net income (loss) from continuing operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ (0.01 ) - $ (0.00 ) - Non-controlling interest - - $ 0.00 - Earnings per share to stockholders $ (0.01 ) - $ (0.00 ) - Earnings per share - Diluted Net income (loss) before non-controlling interest - - - - Non-controlling interest - - - - Earnings per share to stockholders - - - - Net income (loss) from discontinued operations: Earnings per share - Basic Net income (loss) before non-controlling interest - $ (0.01 ) - $ (0.02 ) Non-controlling interest - $ (0.00 ) - $ (0.00 ) Earnings per share to stockholders - $ (0.01 ) - $ (0.02 ) Earnings per share - Diluted Net income (loss) before non-controlling interest - - - - Non-controlling interest - - - - Earnings per share to stockholders - - - - |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | 9 Months Ended | ||||
Mar. 31, 2023 | Sep. 29, 2022 | Jun. 28, 2022 | Aug. 01, 2021 | Sep. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Term of marketing consulting service | 18 months | ||||
Term to renew marketing consulting service automatically | 6 months | ||||
Payment for fees | $ 11,000 | ||||
Sell Off Agreement [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Numbers of shares of common stock issued upon sell-off agreement | 15,306,119 | ||||
Subsidiaries [Member] | EFORMWORKS [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Contribution to subsidiary | $ 253,000 | $ 77,000 | |||
Ownership percentage | 59.82% | ||||
Subsidiaries [Member] | EIPGRID [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Contribution to subsidiary | $ 773,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Jun. 30, 2023 |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Schedule of Estimated Useful _2
Schedule of Estimated Useful Lives of Asset Categories (Details) | Jun. 30, 2023 |
In Process Research and Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 3 years |
Intangible Assets Excluding Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 10 years |
Other Intangible Assets [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 3 years |
Other Intangible Assets [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Income tax likelihood of settlement | The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution | |
Uncertain tax position | $ 0 | $ 0 |
Vesting period | 3 years |
Schedule of Components of Disco
Schedule of Components of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Net Sales | $ 2,854,670 | $ 5,320,298 | |||
Operating costs and expenses | 3,301,886 | 6,469,706 | |||
Income (loss) from operations before other income and income taxes | (447,216) | (1,149,408) | |||
Other income (loss) | (68,955) | 905,196 | |||
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest | (516,171) | (244,212) | |||
Income tax | 30,880 | 30,880 | |||
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest | (547,051) | (275,092) | |||
Loss on equity investment | |||||
Net income (loss) from discontinued operations | (547,051) | (275,092) | |||
Non-controlling interest income (loss) from discontinued operations | (95,652) | (236,167) | |||
Net income (loss) attributable to Parent Company from discontinued operations | (451,399) | (38,925) | |||
Comprehensive income statement | |||||
Foreign currency translation loss | (485,578) | $ (227,991) | (713,569) | ||
Total comprehensive income (loss) from discontinued operations | $ (1,032,629) | $ (988,661) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Sep. 29, 2022 shares |
Sell Off Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Numbers of shares of common stock issued upon sell-off agreement | 15,306,119 |
Schedule of Computation of Basi
Schedule of Computation of Basic and Diluted Net Income Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (148,325) | $ (451,399) | $ (327,805) | $ (38,925) |
Net income (loss) from continuing operations | (148,325) | (327,805) | ||
Net income (loss) from discontinued operations | $ (451,399) | $ (38,925) | ||
Weighted-average shares of common stock outstanding: | ||||
Basic | 26,668,975 | 35,030,339 | 24,674,224 | 35,030,339 |
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss | ||||
Dilutive shares | 26,668,975 | 35,030,339 | 24,674,224 | 35,030,339 |
Earnings per share - Basic | ||||
Net income (loss) before non-controlling interest | $ 0 | $ (0.01) | ||
Non-controlling interest | 0 | |||
Earnings per share to stockholders | $ 0 | $ (0.01) | ||
Earnings per share - Basic | ||||
Net income (loss) before non-controlling interest | $ (0.02) | $ (0.01) | ||
Non-controlling interest | 0 | 0 | ||
Earnings per share to stockholders | $ (0.02) | $ (0.01) |
Deconsolidation of Subsidiari_2
Deconsolidation of Subsidiaries (Details Narrative) - USD ($) | Sep. 29, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Total assets | $ 754,075 | ||
Total liabilities | $ 491,380 | ||
Subsidiaries [Member] | |||
Total assets | $ 12,600,000 | ||
Total liabilities | 3,600,000 | ||
Foreign currency translation gain | $ 2,400,000 | ||
Numbers of shares of common stock returned | 15,306,119 | ||
Percentage of outstanding shares returned | 43% | ||
Stock price | $ 0.067 | ||
Fair market value of stock | $ 1,025,510 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amortized expenses | $ 21,000 | |||
Prepayments | $ 70,583 | |||
Consulting Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares issued for services | 550,000 | |||
Stock issued price per share | $ 0.22 | |||
Amortized expenses | $ 50,417 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
May 31, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Consideration amount as per agreement | $ 353,690 | ||||||
Amortized | 21,000 | ||||||
Net vale of Intangible Assets | 582,690 | ||||||
Service Agreement [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Consideration amount as per agreement | $ 80,000 | ||||||
Estimated useful life of intangible asset | 36 months | ||||||
Purchase Agreement [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Consideration amount as per agreement | $ 335,700 | ||||||
Net value of asset | 335,700 | ||||||
Cash paid as per agreement | $ 85,700 | ||||||
Number of shares issued | 1,136,364 | ||||||
Agreement With Instruxi Limited [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Consideration amount as per agreement | $ 103,990 | ||||||
License [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Net value of asset | $ 63,000 | ||||||
Orebits Acquisition Group [Member] | License [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Consideration amount as per agreement | $ 84,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 171,342 | $ 171,342 | ||||
Annual fees | 97,875 | 97,875 | $ 130,500 | |||
Revenue recognized | 32,625 | 32,625 | ||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shareholder paid expense | 119,690 | $ 0 | ||||
Due to related parties | $ 119,690 | $ 119,690 | $ 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Sep. 29, 2022 | May 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | |
Class of Stock [Line Items] | ||||||||||
Common stock shares outstanding | 19,724,220 | 27,410,234 | 27,410,234 | 19,724,220 | ||||||
Preferred stock shares authorized | 6,000 | 6,000 | 6,000 | |||||||
Preferred stock issued par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Cash consideration for preferred stock shares issued | $ 433,786 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock issued value | $ 219,500 | $ 214,286 | ||||||||
Preferred stock, shares outstanding | 4,600 | 4,600 | 0 | |||||||
Preferred stock, shares issued | 4,600 | 4,600 | 0 | |||||||
Common stock shares issued | 27,410,234 | 27,410,234 | 19,724,220 | |||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 550,000 | |||||||||
Stock issued value | $ 121,000 | |||||||||
Stock cancelled during period, shares | 350 | (350) | ||||||||
Share price | $ 0.22 | |||||||||
Nahla Jacobs [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 1,136,364 | |||||||||
Stock issued value | $ 250,000 | |||||||||
Share price | $ 0.22 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 1,000 | |||||||||
Preferred stock shares authorized | 6,000 | |||||||||
Preferred stock issued par value | $ 0.0001 | |||||||||
Number of shares convertible | 10,000 | 10,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock voting rights | vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred | |||||||||
Stock issued value | $ 219,500 | |||||||||
Preferred stock, shares outstanding | 4,600 | 4,600 | ||||||||
Series A Preferred Stock [Member] | Former Major Shareholder [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash consideration for preferred stock shares issued | $ 214,286 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 3,600 | |||||||||
Cash consideration | $ 214,286 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 6,000 | |||||||||
Preferred stock shares authorized | 6,000 | |||||||||
Preferred stock issued par value | $ 0.0001 | |||||||||
Number of shares convertible | 1,000 | 1,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | 6,000 | |||||||||
Preferred stock shares, converted to common stock | 6,000,000 | |||||||||
Sell Off Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 15,306,119 | |||||||||
Contribution Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 6,000 | |||||||||
Preferred stock issued par value | $ 0.0001 | |||||||||
Stock issued value | $ 35,714 |