I-ON Digital (IONI) 10-K 6 Jun 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jun. 06, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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, par value $0.0001 per share
Trading Symbol	IONI
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 8.1
Entity Common Stock, Shares Outstanding		27,410,234
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	6651
Auditor Name	Kreit & Chiu CPA LLP
Auditor Location	New York

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 36,075
Prepaid expenses	109,764
Total current assets	145,839
Non-current assets:
Intangible assets, net	18,400,927
Total non-current assets	18,400,927
Total Assets	18,546,766
Current liabilities:
Accrued expenses	100,659
Accrued interest	79,589
Loans payable	473,026
Total current liabilities	853,808
Total liabilities	853,808
Commitments and contingencies
Stockholders’ Equity
Common stock - $0.0001 par value; authorized 100,000,000 shares; 27,410,234 shares and 19,724,220 issued and outstanding at December 31, 2023 and 2022, respectively	2,741	1,972
Additional paid-in-capital	21,010,285	2,689,391
Accumulated retained earnings	(3,496,501)	(2,691,363)
Total stockholders’ equity (deficit)	17,692,958
Total Liabilities and Stockholders’ Equity	18,546,766
Series A Preferred Stock [Member]
Stockholders’ Equity
Preferred stock value	0
Series A Issued [Member]
Stockholders’ Equity
Preferred stock value	176,342
Series C Preferred Stock [Member]
Stockholders’ Equity
Preferred stock value	91
Related Party [Member]
Current liabilities:
Deferred revenue – related party	32,625
Due to related parties	$ 167,909	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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
Series A Preferred Stock [Member]
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
Series A Issued [Member]
Preferred stock, shares issued	803	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	910,000	910,000
Preferred stock, shares issued	910,000	0
Preferred stock, shares outstanding	910,000	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net sales – related party	$ 97,875
Cost of sales	63,000
Gross profit	34,875
Operating expense:
Professional fees	388,540
General and administrative expenses	351,864
Total operating expenses	740,404
Income (loss) from continuing operations	(705,529)
Income (loss) from discontinued operations		(252,006)
Other income (expenses):
Interest expenses	(90,585)
Impairment loss	(8,199)
Income (loss) on equity investment and other income		(18,725)
Total other income (expenses), net	(98,784)	(18,725)
Income (loss) from discontinued operations before income taxes and non-controlling interest		(270,731)
Income (loss) from continuing operations before income taxes and non-controlling interest	(804,313)
Provision for income taxes	825	30,002
Income (loss) before non-controlling interest	(805,138)	(300,733)
Non-controlling interest (loss)		(273,108)
Net loss from continuing operations	(805,138)
Net loss attributable to Parent Company from discontinued operations		(27,625)
Comprehensive income statement:
Net income (loss) from continuing operations	(805,138)
Net income (loss) from discontinued operations		(300,733)
Foreign currency translation loss		(1,691,420)
Total comprehensive income (loss) from discontinued operations		(1,992,153)
Total comprehensive income (loss) from continued operations	$ (805,138)
Basic and diluted loss per share
Earnings per share to stockholders from continuing operations, basic	$ (0.03)
Net loss from continuing operations, diluted	(0.03)
Earnings per share to stockholders from continuing operations, basic	(0.03)
Earnings per share to stockholders from continuing operations, diluted	(0.03)
Net loss before non-controlling interest from discontinued operations		(0.01)
Non-controlling interest from discontinued operations		$ (0.01)
Weighted average number of common shares outstanding:
Basic	26,053,473	19,724,220
Diluted	26,053,473	19,724,220

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity - USD ($)	Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A Issued [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C 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
Balance 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
Cancellation of common stock in connection with equity purchase agreement	$ (1,531)					(1,023,979)				(1,025,510)			(1,025,510)
Cancellation of common stock in connection with equity purchase agreement, shares	(15,306,119)
Adjustments from deconsolidation							(10,345,399)	709,478	2,417,920	(7,218,001)	165,796	(1,093,569)	(8,145,774)
Foreign currency translation									(1,691,420)	(1,691,420)			(1,691,420)
Net income (loss)							(27,625)			(27,625)			(27,625)
Balance at Dec. 31, 2022	$ 1,972					2,689,391	(2,691,363)
Balance shares at Dec. 31, 2022	19,724,220
Foreign currency translation
Net income (loss)							(805,138)			(805,138)			(805,138)
Issuance of preferred stock – series A		$ 0				433,786				433,786			433,786
Issuance of preferred stock - series A, shares		4,600
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)
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 assets	$ 114					249,886				250,000			250,000
Common stock issued for intangible assets, shares	1,136,364
Preferred stock to be issued			$ 176,342							176,342			176,342
Preferred stock to be issued, shares			803
Issuance of warrants						87,970				87,970			87,970
Issuance of preferred stock – series C					$ 91	17,643,193				17,643,284			17,643,284
Issuance of preferred stock - series C, shares					910,000
Balance at Dec. 31, 2023	$ 2,741	$ 0	$ 176,342		$ 91	$ 21,010,285	$ (3,496,501)			$ 17,692,958			$ 17,692,958
Balance shares at Dec. 31, 2023	27,410,234	4,600	803		910,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (805,138)	$ (300,733)
Less: net income (loss) from discontinued operations		(27,625)
Adjustments to reconcile net income (loss) to net cash from operating activities
Impairment loss	8,199
Stock compensation	121,000
Amortization	63,000
Accretion of debt discount	10,996
Changes in operating assets and liabilities
Prepaid expenses and other current assets	(109,764)
Accrued expenses	100,659
Accrued interest	79,589
Deferred revenue – related party	32,625
Net cash provided by (used in) operating activities from discontinued operations		(519,828)
Net cash provided by (used in) continuing operations	(498,834)
Net cash provided by (used in) discontinued operations		(792,936)
Total net cash provided by (used in) operating activities	(498,834)	(792,936)
Cash flows from investing activities:
Purchase of intangible assets	(578,842)
Total net cash provided by (used in) continuing investing activities	(578,842)
Total net cash provided by (used in) discontinued investing activities		(705,692)
Total net cash provided by (used in) investing activities	(578,842)	(705,692)
Cash flows from financing activities:
Proceeds from Bridge loan	550,000
Proceeds from issuance of preferred stock Series A	433,786
Proceeds for preferred stock A to be issued	176,342
Proceeds from issuance of preferred stock Series B	35,714
Distribution per stock purchase agreement	(250,000)
Advances from related parties	167,909
Total net cash provided by (used in) continuing financing activities	1,113,751
Total net cash provided by (used in) discontinued financing activities		(3,078,447)
Total net cash provided by (used in) financing activities	1,113,751	(3,078,447)
Effect of foreign currency translation on cash and cash equivalents		(731,569)
Net increase (decrease) in cash and cash equivalents	36,075	(5,308,644)
Cash and cash equivalents including restricted cash, beginning of year		5,308,644
Cash and cash equivalents including restricted cash, end of year	36,075
Supplemental disclosure of cash flow information:
Interest paid
Taxes paid
Discontinued operations:
Interest paid		6,218
Taxes paid		13,667
Continuing operations:
Cancellation of common stocks		1,025,510
Stock issuance (preferred C) for company acquisition	17,643,284
Issuance of common stock for intangible assets	$ 250,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (805,138)	$ (27,625)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Operations

Organization and Operations	12 Months Ended
	Dec. 31, 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 blockchain. On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (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 were 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 year ended December 31, 2022 presented. 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. 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 On December 15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 100 910,000 9,700 17.6 910,000 To determine if the acquisition is a business combination or an acquisition of assets, Management considered the specific criteria outlined in the generally accepted accounting principles (GAAP), particularly those related to business combinations as defined by Accounting Standards Codification (ASC) 805. According to GAAP (ASC 805-10-20), a business consists of inputs, processes applied to those inputs, and the ability to create outputs. Orebits Corp. has been inactive for years and possesses only one asset without generating revenues or conducting significant activities, so it does not meet the definition of a business under GAAP. Orebits Corp. does not meet the definition of a business and only holds a single asset, so the transaction was treated as an acquisition of assets rather than a business combination. The acquisition of Orebits Corp. has had a significant impact on the Company’s consolidated balance sheets. The acquiree Orebits Corp. carried only one asset – 9,700 Orebits AU with the value of $ 17.6 17,643,284 Orebits Corp. did not have any operations so there is no impact to the consolidated statements of operations for the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 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. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying consolidated financial statements and the notes hereto are reported in US Dollars. The consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810. Non-controlling interests represent the portion of earnings that is not within the parent Company’s control. These amounts are required to be reported as equity instead of as a liability on the consolidated balance sheet. ASC requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations. The consolidated financial statements included herein have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Going Concern The accompanying consolidated 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. In addition, the Company has limited cash and it had consecutive losses in the last two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of December 31, 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 still in the testing stage as of now when the consolidated financial statements were ready to be issued. The Company’s business prospects have changed since the new management took control of operations in January 2023. During the year ended December 31, 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. 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 operating 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 original maturities of three months or less when acquired to be cash equivalents. Intangible Assets Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at fair value or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. s. 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”). The Company does not intend to sell the digital assets in the near future so they are classified as non-current assets. These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates 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. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases. 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, accrued expenses and other 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. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the years ended December 31, 2023 and 2022. 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 arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward. 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 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 consolidated 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	12 Months Ended
	Dec. 31, 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 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 Years Ended December 31, 2023 2022 Net Sales - 7,578,685 Operating costs and expenses - 9,638,272 Income (loss) from operations before other income and income taxes - (2,059,587 ) Other income (loss) - 1,807,581 Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest - (252,006 ) Income tax - 30,002 Income (loss) from discontinued operations before loss on equity investment and non-controlling interest - (282,008 ) Loss on equity investment - (18,725 ) Income (loss) from discontinued operations before non-controlling interest - (300,733 ) Non-controlling interest income (loss) from discontinued operations - (273,108 ) Net income (loss) attributable to Parent Company from discontinued operations - (27,625 ) Comprehensive income statement Net income (loss) from discontinued operations - (300,733 ) Foreign currency translation loss - (1,691,420 ) Total comprehensive income (loss) from discontinued operations - (1,992,153 )

Earnings Per Share

Earnings Per Share	12 Months Ended
	Dec. 31, 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 Years Ended December 31, 2023 2022 Net income (loss) $ (805,138 ) $ (27,625 ) Net income (loss) from continuing operations (805,138 ) - Net income (loss) from discontinued operations - (27,625 ) Weighted-average shares of common stock outstanding: Basic 26,053,473 19,724,220 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - Dilutive shares 26,053,473 19,724,220 Net income (loss) from continuing operations: Earnings per share – Basic and diluted Net income (loss) $ (0.03 ) - Earnings per share to stockholders $ (0.03 ) - Net income (loss) from discontinued operations: Earnings per share – Basic and diluted Net income (loss) before non-controlling interest - $ (0.01 ) Non-controlling interest - $ (0.01 ) Earnings per share to stockholders - $ (0.00 )

Deconsolidation of Subsidiaries

Deconsolidation of Subsidiaries	12 Months Ended
	Dec. 31, 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 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	12 Months Ended
	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
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 shares of common stock at price of $ 0.22 per share for the services in May 2023. The term of the agreement is six months from April 13 to October 13, 2023. The Company amortized $ 121,000 of the expenses for the services. In August 2023, the Company signed an agreement with M2 Compliance LLC (M2) for M2 to provide EDGAR filing services for the Company. The term of the services is from August 19, 2023 to August 18, 2024. The annual fee is $ 6,495 2,436 Also in August 2023, the Company paid the annual fees to OTC Markets for two categories of services. The fee is $ 9,780 4,075 In December 2023, the Company hired a consultant to work on the patents related to the token business operations. The Company paid a $ 100,000 As of December 31, 2023, the balance of prepaid expenses was $ 109,764

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	NOTE 7. Intangible Assets 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 Platform & Digital Asset Ecosystem. The consideration for this project is $ 80,000 . As of December 31, 2023, the project was substantially completed. Management estimates the useful life of this intangible asset will be thirty-six months. As the asset has not been placed into use, the value of the assets was $ 80,000 as of December 31, 2023. Having participated in the planning and development of the Company’s Core Architectural Platform and Digital Asset Ecosystem, Nodalium, based on its platform knowledge and expertise, will further deliver its exclusive “Workflow” technology allowing the Company to independently monitor and report on all transactions involving the ION.au Digital Asset and/or the ION Digital Hybrid Blockchain platform. Nodalium’s continuous reporting will allow the Company to systematically balance its internal ledger systems, inclusive of client account balances reflecting buy, sell, trade or collateral pledge transactions, on a daily basis, against balances provided by Nodalium, All such accounting, will be made available in statement format to clients, institutional partners, auditors and/or public agencies, as appropriate. 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 8,199 327,501 In March 2023, the Company paid, through Orebits Acquisition Group (a related party), $ 84,000 63,000 21,000 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. The Company paid $ 329,142 329,142 In December 2023, the Company obtained 9,699.7082 Orebits AU through the acquisition of Orebits Corp. According to the purchase agreement, I-ON Digital Corp. issued 910,000 100 910,000 9,699.7082 17,643,284 1,818.95 9,699.7082 17,643,284 As of December 31, 2023, the net value of the intangible assets was $ 18,400,927

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 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 through the company (related party) he owns. For the years ended December 31, 2023 and 2022, the related party paid expenses of $ 167,909 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 97,875

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible Notes	NOTE 9. Convertible Notes In November 2023, the Company offered notes payable with the following terms and conditions. The term is one year or 30 days from the Closing Date of the Token Offerings (the “Payment Date”). The bonus rate is 100 550,000 87,970 1,375,000 550,000 90,585

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	NOTE 10. 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 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 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 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 2023, the Company issued 1,000 219,500 4,600 In May 2023, the Company issued 1,136,364 0.22 250,000 Also in May 2023, the Company issued 550,000 0.22 121,000 In May and June 2023, the Company received $ 100,000 71,342 171,342 171,342 5,000 176,342 On August 30, 2023, the Company executed a Board Resolution concerning Series A Preferred voting rights to be increased from 1,000 20,000 In November 2023, the Company issued 550,000 .’s public common stock at the price of $ 0.07 87,970 In December 2023, the Company issued 910,000 910,000 910,000 0.0001 0.0001 As of December 31, 2023, the Company had 27,410,234

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 11. Income Taxes The Company had a net operating loss carryforward for tax purposes totaling $ 805,138 0 According to current tax laws, the losses can be carried forward indefinitely. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of 21 Schedule of Deferred Tax Asset and Reconciliation of Income Taxes December 31, 2023 December 31, 2022 Net operating loss carryforward $ (805,138 ) $ 0 Effective tax rate 21 % 21 % Deferred tax asset 169,079 0 Less: Valuation allowance (169,079 ) 0 Net deferred asset $ - $ -

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 12. 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 available to be issued and determined the Company did not have any material subsequent event.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying consolidated financial statements and the notes hereto are reported in US Dollars. The consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810. Non-controlling interests represent the portion of earnings that is not within the parent Company’s control. These amounts are required to be reported as equity instead of as a liability on the consolidated balance sheet. ASC requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations. The consolidated financial statements included herein have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Going Concern	Going Concern The accompanying consolidated 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. In addition, the Company has limited cash and it had consecutive losses in the last two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of December 31, 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 still in the testing stage as of now when the consolidated financial statements were ready to be issued. The Company’s business prospects have changed since the new management took control of operations in January 2023. During the year ended December 31, 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. 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 operating 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 original maturities of three months or less when acquired to be cash equivalents.
Intangible Assets	Intangible Assets Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at fair value or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. s. 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”). The Company does not intend to sell the digital assets in the near future so they are classified as non-current assets. These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates 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. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.
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, accrued expenses and other 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. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the years ended December 31, 2023 and 2022.
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 arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.
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 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 consolidated 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)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
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)	12 Months Ended
	Dec. 31, 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 Years Ended December 31, 2023 2022 Net Sales - 7,578,685 Operating costs and expenses - 9,638,272 Income (loss) from operations before other income and income taxes - (2,059,587 ) Other income (loss) - 1,807,581 Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest - (252,006 ) Income tax - 30,002 Income (loss) from discontinued operations before loss on equity investment and non-controlling interest - (282,008 ) Loss on equity investment - (18,725 ) Income (loss) from discontinued operations before non-controlling interest - (300,733 ) Non-controlling interest income (loss) from discontinued operations - (273,108 ) Net income (loss) attributable to Parent Company from discontinued operations - (27,625 ) Comprehensive income statement Net income (loss) from discontinued operations - (300,733 ) Foreign currency translation loss - (1,691,420 ) Total comprehensive income (loss) from discontinued operations - (1,992,153 )

Earnings Per Share (Tables)

Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 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 Years Ended December 31, 2023 2022 Net income (loss) $ (805,138 ) $ (27,625 ) Net income (loss) from continuing operations (805,138 ) - Net income (loss) from discontinued operations - (27,625 ) Weighted-average shares of common stock outstanding: Basic 26,053,473 19,724,220 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - Dilutive shares 26,053,473 19,724,220 Net income (loss) from continuing operations: Earnings per share – Basic and diluted Net income (loss) $ (0.03 ) - Earnings per share to stockholders $ (0.03 ) - Net income (loss) from discontinued operations: Earnings per share – Basic and diluted Net income (loss) before non-controlling interest - $ (0.01 ) Non-controlling interest - $ (0.01 ) Earnings per share to stockholders - $ (0.00 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Asset and Reconciliation of Income Taxes	Schedule of Deferred Tax Asset and Reconciliation of Income Taxes December 31, 2023 December 31, 2022 Net operating loss carryforward $ (805,138 ) $ 0 Effective tax rate 21 % 21 % Deferred tax asset 169,079 0 Less: Valuation allowance (169,079 ) 0 Net deferred asset $ - $ -

Organization and Operations (De

Organization and Operations (Details Narrative) - USD ($)			1 Months Ended
	Dec. 15, 2023	Sep. 29, 2022	May 31, 2023	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Term of marketing consulting service				18 months
Term to renew marketing consulting service automatically				6 months
Payment for fees				$ 11,000
Orebits Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Transferred right title and interest	9,700
Estimated value	$ 17,600,000
Estimated value, increased	$ 17,643,284
Orebits Corp [Member] | Series C Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Sell-Off Agreemer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement		15,306,119
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement			550,000
Common Stock [Member] | Orebits Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Controlling interests	100%
Common Stock [Member] | Sell-Off Agreemer [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 Estimated Useful Li

Schedule of Estimated Useful Lives of Asset Categories (Details)	Dec. 31, 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

Schedule of Components of Disco

Schedule of Components of Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Net Sales		$ 7,578,685
Operating costs and expenses		9,638,272
Income (loss) from operations before other income and income taxes		(2,059,587)
Other income (loss)		1,807,581
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest		(252,006)
Income tax		30,002
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest		(282,008)
Loss on equity investment		(18,725)
Income (loss) from discontinued operations before non-controlling interest		(300,733)
Non-controlling interest income (loss) from discontinued operations		(273,108)
Net income (loss) attributable to Parent Company from discontinued operations		(27,625)
Comprehensive income statement
Net income (loss) from discontinued operations		(300,733)
Foreign currency translation loss		(1,691,420)
Total comprehensive income (loss) from discontinued operations		$ (1,992,153)

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - shares		1 Months Ended
	Sep. 29, 2022	May 31, 2023
Sell-Off Agreemer [Member]
Numbers of shares of common stock issued upon sell-off agreement	15,306,119
Common Stock [Member]
Numbers of shares of common stock issued upon sell-off agreement		550,000
Common Stock [Member] | Sell-Off Agreemer [Member]
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 ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ (805,138)	$ (27,625)
Net income (loss) from continuing operations	(805,138)
Net income (loss) from discontinued operations		$ (27,625)
Weighted-average shares of common stock outstanding:
Basic	26,053,473	19,724,220
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss
Dilutive shares	26,053,473	19,724,220
Earnings per share – Basic and diluted
Net income (loss) before non-controlling interest	$ (0.03)
Earnings per share to stockholders	(0.03)
Earnings per share – Basic and diluted
Net income (loss) before non-controlling interest		(0.01)
Non-controlling interest		(0.01)
Earnings per share to stockholders		$ 0

Deconsolidation of Subsidiari_2

Deconsolidation of Subsidiaries (Details Narrative) - USD ($)	Sep. 29, 2022	Dec. 31, 2023	Dec. 31, 2022
Total assets		$ 18,546,766
Total liabilities		$ 853,808
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			12 Months Ended
	Dec. 31, 2023	Aug. 31, 2023	May 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amortized expenses		$ 4,075		$ 63,000
Annual fee		9,780		388,540
Payments to employees	$ 100,000
Prepaid expenses	$ 109,764			$ 109,764
Consulting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, Issued for Services			550,000
Shares Issued, Price Per Share			$ 0.22
Amortized expenses			$ 121,000
Service Agreement [Member] | M2 Compliance LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amortized expenses		2,436
Annual fee		$ 6,495

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	1 Months Ended					12 Months Ended
	Aug. 31, 2023	May 31, 2023	Mar. 31, 2023	Feb. 28, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Payments to obtain assets						$ 578,842
Net value of intangible assets						18,400,927
Impairment loss						8,199
Asset value						327,501
Amortized	$ 4,075					$ 63,000
Orebits Acquisition Corp [Member]
Equity Method Investment, Ownership Percentage						100%
Orebits Acquisition Group [Member
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares						910,000
Orebits Acquisition Group [Member | Series C Preferred Stock [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares						910,000
Orebits Acquisition Corp [Member]
Shares, Issued						9,699.7082
Orebits Acquistion Corp [Member]
Business Combination, Consideration Transferred						$ 17,643,284
Business Acquisition, Share Price						$ 1,818.95
Service Agreement [Member]
Estimated useful life of intangible asset					36 months
Service Agreement [Member] | Nodalium Inc [Member]
Payments to obtain assets					$ 80,000
Net value of intangible assets						$ 80,000
Purchase Agreement [Member]
Payments to obtain assets				$ 335,700
Net value of intangible assets						335,700
Cash paid as per agreement		$ 85,700
Number of shares issued		1,136,364
Partnership Agreement [Member] | Orebits Acquisition Group [Member
Payments to obtain assets			$ 84,000
Net value of intangible assets						21,000
Amortized						63,000
Agreement [Member] | Instruxi Limited [Member]
Payments to obtain assets						329,142
Net value of intangible assets						$ 329,142

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 30, 2023
Related Party Transaction [Line Items]
Annual fees			$ 130,500
Revenue recognized	$ 97,875
Related Party [Member]
Related Party Transaction [Line Items]
Related party paid expense	167,909	0
Annual fees	$ 32,625

Convertible Notes (Details Narr

Convertible Notes (Details Narrative) - USD ($)		1 Months Ended			12 Months Ended
	Nov. 30, 2023	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Dec. 31, 2023
Bonus rate	100%
Issuance of warrants, value		$ 5,000	$ 71,342	$ 100,000	$ 433,786
Convertible notes payable	$ 550,000
Interest accrued					$ 90,585
Warrant [Member]
Issuance of preferred stock - series A, shares	550,000
Issuance of warrants, value	$ 87,970
Convertible principal amount	$ 1,375,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)			1 Months Ended				12 Months Ended
	Nov. 30, 2023	Sep. 29, 2022	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Class of Stock [Line Items]
Common stock shares outstanding		19,724,220					27,410,234	19,724,220
Cash consideration for preferred stock shares issued							$ 433,786
Common stock par value							$ 0.0001	$ 0.0001
Issuance of warrants, value			$ 5,000	$ 71,342	$ 100,000		$ 433,786
Preferred stock, shares outstanding									4,600
Stock issued value				171,342					171,342
Stock issued value							$ 176,342
Common stock shares issued							27,410,234	19,724,220
Minimum [Member]
Class of Stock [Line Items]
Shares increased			1,000
Maximum [Member]
Class of Stock [Line Items]
Shares increased			20,000
Common Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					550,000
Issuance of warrants, value					$ 121,000
Stock cancelled during period, shares						350	(350)
Share price					$ 0.22
Warrant [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares	550,000
Common stock par value	$ 0.07
Issuance of warrants, value	$ 87,970
Nahla Jacobs [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					1,136,364
Issuance of warrants, value					$ 250,000
Share price					$ 0.22
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					1,000
Exchange shares of series c preferred stock, authorized							6,000	6,000		6,000
Exchange shares of series c preferred stock, par value							$ 0.0001	$ 0.0001		$ 0.0001
Number of shares convertible							10,000
Common stock par value							$ 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
Issuance of warrants, value					$ 219,500
Exchange shares of series c preferred stock							4,600	0
Preferred stock, shares outstanding							4,600	0
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]
Issuance of preferred stock - series A, shares						3,600
Cash consideration						$ 214,286
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares						6,000
Exchange shares of series c preferred stock, authorized										6,000
Exchange shares of series c preferred stock, par value										$ 0.0001
Number of shares convertible							1,000
Common stock par value							$ 0.0001
Exchange shares of series c preferred stock						6,000
Preferred stock shares, converted to common stock						6,000,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Exchange shares of series c preferred stock, authorized							910,000	910,000
Exchange shares of series c preferred stock, par value							$ 0.0001	$ 0.0001
Exchange shares of series c preferred stock							910,000	0
Preferred stock, shares outstanding							910,000	0
Series C Preferred Stock [Member] | Orebits Acquisition Group [Member
Class of Stock [Line Items]
Exchange shares of series c preferred stock							910,000
Sell-Off Agreemer [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares		15,306,119
Sell-Off Agreemer [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares		15,306,119
Contribution Agreement [Member] | Series B Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares						6,000
Exchange shares of series c preferred stock, par value						$ 0.0001
Issuance of warrants, value						$ 35,714

Schedule of Deferred Tax Asset

Schedule of Deferred Tax Asset and Reconciliation of Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ (805,138)	$ 0
Effective tax rate	21%	21%
Deferred tax asset	$ 169,079	$ 0
Less: Valuation allowance	(169,079)	0
Net deferred asset

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating loss carryforward	$ 805,138	$ 0
Statutory rate	21%	21%