Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 25, 2024 | Mar. 31, 2024 | |
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 | 001-38288 | ||
Entity Registrant Name | GEX MANAGEMENT, INC. | ||
Entity Central Index Key | 0001681556 | ||
Entity Tax Identification Number | 56-2428818 | ||
Entity Incorporation, State or Country Code | TX | ||
Entity Address, Address Line One | 3662 W. Camp Wisdom Road | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75237 | ||
City Area Code | 877 | ||
Local Phone Number | 210-4396 | ||
Title of 12(g) Security | Common Stock, Par value $0.001 | ||
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 | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 240,561 | ||
Entity Common Stock, Shares Outstanding | 2,405,609,162 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current Assets: | |||
Cash and cash equivalents | $ 18,173 | $ 71,043 | |
Accounts receivable, net | 480,987 | 399,640 | |
Total Current Assets | 499,160 | 470,683 | [1] |
Non-Current Assets | |||
TOTAL ASSETS | 499,160 | 470,683 | |
Current Liabilities: | |||
Accounts payable | 49,959 | 46,458 | [1] |
Accrued liabilities | 1,421,437 | 910,793 | |
Litigation liabilities | 556,655 | 534,655 | [2] |
Convertible notes payable, net | 1,881,495 | 2,026,145 | [3] |
Derivative liability | 292,722 | 1,226,024 | [4] |
Total Current Liabilities | 4,688,364 | 5,227,752 | |
Non-Current Liabilities | |||
Total Liabilities | 4,688,364 | 5,227,752 | |
Commitments and Contingencies (Note 7) | |||
Stockholders’ (Deficiency): | |||
Series A1 Voting Preferred Stock, $0.001 par value; 800,000 shares authorized, 800,000 issued and outstanding as of each, December 31, 2023 and 2022. | 800 | 800 | [5] |
Common stock, $0.00001 par value, 100,000,000,000 shares authorized, 2,297,512,885 and 589,068,581 issued and outstanding as of December 31, 2023 and 2022, respectively. | 22,975 | 5,891 | [6] |
Additional paid-in capital | 13,287,121 | 13,136,627 | [7] |
Accumulated deficit | (17,500,100) | (17,900,387) | [8] |
Total Stockholders’ (Deficiency) | (4,189,204) | (4,757,069) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) | 499,160 | 470,683 | |
Related Party [Member] | |||
Current Liabilities: | |||
Related party payables | 2,419 | [9] | |
Line of credit - related party | $ 483,677 | $ 483,677 | |
[1]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.[2]During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements.[3]In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes.[4] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.[5]The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders’ equity and has recognized it in these financial statements.[6]This adjustment corrects the par value of the Company’s common stock to $ 0.00001 0.001 621,392 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, shares issued | 2,297,512,885 | 589,068,581 |
Common stock, shares outstanding | 2,297,512,885 | 589,068,581 |
Series A1 Preferred Stock[Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 800,000 | 800,000 |
Preferred stock, shares, outstanding | 800,000 | 800,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Total revenues | $ 2,095,545 | $ 2,338,979 | [1] |
Total cost of revenues | (1,366,674) | (1,234,243) | [2] |
Gross Profit | 728,871 | 1,104,736 | |
Operating Expenses: | |||
Selling, general and administrative | 709,639 | 935,521 | |
Total Operating Expenses | 809,639 | 1,070,583 | [1] |
(Loss)/Income from operations | (80,768) | 34,153 | |
Other Income/(Expense): | |||
Interest expense | (430,247) | (827,408) | [3] |
Change in fair value of derivative liability | 1,059,318 | 44,315,804 | [4] |
(Loss)/gain on judgments and settlements | (22,000) | 171,191 | [5] |
Loss on derivative liability at issuance | (80,246) | [4] | |
(Loss) on extinguishment of debt | (126,016) | (38,990) | [3],[4] |
Total Other Income | 481,055 | 43,540,351 | |
Net Income | $ 400,287 | $ 43,574,504 | [4] |
Net Income per Common Share | |||
Basic Income per share attributable to common stockholders | $ 0 | $ 0.11 | [6] |
Diluted Income per share attributable to common stockholders | $ 0 | $ 0.04 | [6] |
Basic weighted average number of common shares outstanding | 713,924,107 | 410,795,994 | [6] |
Diluted weighted average number of common shares outstanding | 2,623,404,175 | 1,166,959,052 | [6] |
Related Party [Member] | |||
Operating Expenses: | |||
Compensation - related party | $ 100,000 | $ 135,062 | |
Staffing and Consulting Revenues[Member] | |||
Total revenues | 1,863,545 | 1,866,479 | |
Total cost of revenues | (1,216,674) | (1,046,649) | |
Consulting Revenues - Related Party [Member] | |||
Total revenues | 232,000 | 472,500 | |
Total cost of revenues | $ (150,000) | $ (187,594) | |
[1]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.[2] In connection with the restatement, the Company re-evaluated its labor allocations between client-facing (Cost of Sales) and internal operations and adjusted accordingly.[3]Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.”[4] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.[5]During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements.[6]This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Deficit - USD ($) | Preferred Stock [Member] Series A1 Preferred Stock[Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2021 | $ 800 | $ 1,805 | $ 12,044,740 | $ (61,474,891) | $ (49,427,546) | |
Balance, shares at Dec. 31, 2021 | 800,000 | 180,478,025 | ||||
Debt conversions | $ 3,761 | 1,079,069 | $ 1,082,830 | |||
Debt conversions, shares | 376,091,753 | 376,091,753 | ||||
Cashless warrant exercises | $ 341 | (341) | ||||
Cashless warrant exercises, shares | 34,070,232 | 34,070,232 | ||||
Commitment shares issued in connection with convertible debt | $ 14 | 13,129 | $ 13,143 | |||
Commitment shares issued in connection with convertible debt, shares | 1,428,571 | 1,428,571 | ||||
Shares returned to treasury | $ (30) | 30 | ||||
Shares returned to treasury, shares | (3,000,000) | 3,000,000 | ||||
Net income | 43,574,504 | $ 43,574,504 | [1] | |||
Balance at Dec. 31, 2022 | $ 800 | $ 5,891 | 13,136,627 | (17,900,387) | (4,757,069) | |
Balance, shares at Dec. 31, 2022 | 800,000 | 589,068,581 | ||||
Debt conversions | $ 17,084 | 150,494 | $ 167,578 | |||
Debt conversions, shares | 1,708,444,274 | 1,708,444,274 | ||||
Cashless warrant exercises | ||||||
Cashless warrant exercises, shares | ||||||
Commitment shares issued in connection with convertible debt | ||||||
Commitment shares issued in connection with convertible debt, shares | ||||||
Shares returned to treasury | ||||||
Shares returned to treasury, shares | ||||||
Net income | 400,287 | $ 400,287 | ||||
Balance at Dec. 31, 2023 | $ 800 | $ 22,975 | $ 13,287,121 | $ (17,500,100) | $ (4,189,204) | |
Balance, shares at Dec. 31, 2023 | 800,000 | 2,297,512,855 | ||||
[1] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Cash Flows from Operating Activities | ||||
Net Income | $ 400,287 | $ 43,574,504 | [1] | |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||||
Change in fair value of derivative liability | (1,059,318) | (44,315,804) | [1] | |
Derivative liability loss on issuance | 80,246 | [1] | ||
Loss on extinguishment of debt | 126,016 | 38,990 | [1],[2] | |
Loss/(gain) on judgments and settlements | 22,000 | (171,191) | [3] | |
Non-cash interest expense for warrants and commitment shares issued with convertible debt | 13,143 | [4] | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (81,347) | (214,679) | [5] | |
Accounts payable | 3,501 | 12,170 | [5] | |
Accrued liabilities | 510,644 | 682,611 | [2] | |
Accrued interest and fee conversions (non-cash change) | 22,928 | 92,065 | [2] | |
Litigation liabilities | (30,000) | |||
Related party payables | 2,419 | [6] | ||
Net Cash (Used in) Operating Activities | (52,870) | (237,945) | ||
Cash Flows from Investing Activities | ||||
Net Cash (Used in) Investing Activities | ||||
Cash Flows from Financing Activities | ||||
Proceeds from convertible debt | 55,000 | [7] | ||
Related party advances | 261,265 | 488,352 | [6] | |
Repayment of related party advances | (261,265) | (488,352) | [6] | |
Net Cash Provided by Financing Activities | 55,000 | |||
Net Change In Cash | (52,870) | (182,945) | ||
Cash at Beginning of Period | 71,043 | [5] | 253,988 | |
Cash at End of Period | 18,173 | 71,043 | [5] | |
Supplemental Disclosure of Cash Flow Information: | ||||
Cash paid for interest | 52,496 | |||
Supplemental Disclosure of Non-Cash Financing Activities: | ||||
Conversions of debt and related accrued interest and fees | $ 167,578 | $ 1,082,830 | [8] | |
[1] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.[2]Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.”[3]During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements.[4]Additional paid-in capital adjustments primarily consist of re-recognition of notes discussed in (5), the par value corrections related to (9) and (10), and recognition of interest expense related to warrants and commitment shares issued with convertible debt.[5]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.[6]Related party payables were not previously reduced for significant reimbursements paid out during 2021 and 2022, resulting in overstatement of payables and expenses.[7]These line items correct improper “netting” and missing convertible debt activity previously presented.[8]The conversion lines originally presented shares as dollar amounts. Refer to the updated line items in the statement of cash flows and statement of stockholders’ deficit. |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business GEX Management, Inc. (“GEX”, the “Company”, “we”, “our”, “us”) is a professional business services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. Basis of Presentation Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), as well as the applicable regulations and rules of the Securities and Exchange Commission (“SEC”). This requires management to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual results could differ from those estimates Principles of Consolidation The consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying notes. Related Parties Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party activities and balances are set forth in NOTE 6 to the financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. The Company had no Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers. The receivables are generally due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. Bad debt expense for the years ended December 31, 2023 and 2022 was $ 0 62,560 480,987 399,640 64,640 2,080 Impairment of Long-Lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company evaluated the long-lived assets as of December 31, 2023 and determined that the long lived assets should be fully impaired as they no longer held future value. As a result, the Company recorded an impairment expense in the amount Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model for “out of the money” instruments and intrinsic value for “in the money” instruments. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Revenue Recognition GEX enters into contracts with its clients for management consulting and staffing services. GEX’s contract stipulates the rate and price charged to each client. GEX’s contracts for these services are generally cancellable at any time by either party with 30-days’ written notice. GEX fulfills its performance obligations each month, or as consultants work hours for hourly contracts, and the contracts generally have a term of one year with an automatic renewal after 12 months. Management Consulting and Staffing Services GEX Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. Revenue is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected. Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided. The revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as well as the estimated profit margin on the project. GEX Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided, generally as consultants perform the services. If there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the revenue recognized accordingly. GEX Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s credit worthiness, among other things, as well as unobservable parameters. Earnings Per Share Earnings per share are calculated in accordance with ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted income (loss) per share is computed by dividing the income (loss) available to common share holders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, estimated shares that would be issued for outstanding convertible debt on an if-converted basis, common stock dividends, warrants and options to acquire common stock, would be considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to the net loss per share. The Company calculated basic and diluted earnings per share for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE Weighted Average Net Income Common Shares Per Share (Numerator) (Denominator) Amount Year Ended December 31, 2023 Basic Income Per Share Net income available to common stockholders $ 400,287 713,924,107 $ 0.00 Diluted Income Per Share Convertible debt - if converted - 1,909,480,068 Income available to common stockholders (diluted) $ 400,287 2,623,404,175 $ 0.00 Year Ended December 31, 2022 Basic Income Per Share Net income available to common stockholders $ 43,574,504 410,795,994 $ 0.11 Diluted Income Per Share Convertible debt - if converted - 756,163,058 Income available to common stockholders (diluted) $ 43,574,504 1,166,959,052 $ 0.04 Recently Issued Accounting Pronouncements There are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board (“FASB”) which the Company has adopted or will adopt, as applicable. The Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2023 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously did not recognize embedded derivatives arising from the conversion features of convertible notes. Management re-evaluated the outstanding convertible notes and determined that the holders’ options to settle the debt in the Company’s stock at favorable fixed and variable conversion prices constituted a derivative liability that should be bifurcated from the notes with changes in fair value recognized in the statements of operations. Furthermore, management determined that the derivative liability and corresponding impacts to the results of operations for each reporting period would be material and that the Company should have recorded a derivative liability upon issuance of each applicable note. Additionally, during the preparation process for the restatement, management discovered substantial accounting errors and omitted disclosures in the previously issued financial statements and determined that such matters require restatement as well. The following table reflects the impacts on the Company’s balance sheet, statement of operations, and statement of cash flows as of and for the year ended December 31, 2022. SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As of and Year Ended December 31, 2022 Certain captions have been modified to conform to current period presentation. As Originally Stated Adjustments As Restated Balance Sheet Assets Total assets (all current) 462,814 7,869 470,683 (1) Liabilities Accounts payable 253,286 (206,828 ) 46,458 (1) Related party payables 660,919 (660,919 ) - (2) Accrued liabilities 233,688 677,105 910,793 (3) Convertible notes payable, net 208,930 1,817,215 2,026,145 (4) Derivative liability - 1,226,024 1,226,024 (5) Litigation liabilities - 534,655 534,655 (15) Line of credit - related party 483,677 - 483,677 Total liabilities (all current) 1,840,499 3,387,253 5,227,752 Stockholders’ Deficit Series A1 Voting Preferred Stock - 800 800 (7) Common Stock 592,916 (587,025 ) 5,891 (8) Additional paid-in capital 12,169,839 966,788 13,136,627 (9) Accumulated deficit (14,140,439 ) (3,355,713 ) (17,900,387 )(10) Total stockholders’ deficit (1,377,685 ) (3,379,384 ) (4,757,069 ) Total liabilities and stockholders’ deficit 462,814 7,869 470,683 - Statements of Operations Staffing and consulting revenues 2,270,535 68,444 2,338,979 (1) Cost of staffing and consulting revenues (1,132,416 ) (101,827 ) (1,234,243 )(11) Gross margin 1,138,119 (33,383 ) 1,104,736 Operating expenses 1,467,457 (396,874 ) 1,070,583 (1) Operating loss (329,337 ) 363,491 34,153 Other income (expense) Other income (expense) (109,477 ) 109,477 - Credit charges and debt adjustments (671,408 ) 671,408 - (2) Interest expense (15,120 ) (812,288 ) (827,408 )(3) Change in fair value of derivative liability - 44,315,804 44,315,804 (5) Loss on derivative liability at issuance - (80,246 ) (80,246 )(5) Gain on settlements - 171,191 171,191 (15) (Loss) on extinguishment of debt - (38,990 ) (38,990 )(3) Net other income/(expense) (796,005 ) 44,336,356 43,540,351 Net income/(loss) (1,125,342 ) 44,699,846 43,574,504 (5) Basic weighted average common shares outstanding 592,462,070 (181,666,076 ) 410,795,994 (13) Diluted weighted average common shares outstanding 592,462,070 574,496,982 1,166,959,052 (13) Basic income per share $ 0.002 $ 0.108 $ 0.11 (13) Diluted income per share $ 0.002 $ 0.038 $ 0.04 (13) Statements of Cash Flows Cash Flows from Operating Activities Net Income/(Loss) (1,125,342 ) 44,699,846 43,574,504 (5) Adjustments to reconcile net loss to net cash used by operating activities: Change in fair value of derivative liability (44,315,804 ) (44,315,804 )(5) Derivative liability loss on issuance 80,246 80,246 (5) Non-cash interest expense for warrants and commitment shares issued with convertible debt 13,143 13,143 (9) Loss/(gain) on extinguishment of debt - 38,990 38,990 (5) (Gain) on settlements (171,191 ) (171,191 ) Change in Assets and Liabilities: Accounts receivable (189,174 ) (25,505 ) (214,679 )(1) Other Current Assets (25,106 ) 25,106 - (1) Other Assets (4,141,587 ) 4,141,587 - (6) Related Party Payable 488,352 (488,352 ) - (2) Accounts payable 208,999 (196,829 ) 12,170 (1) Accrued liabilities (1,732,673 ) 2,415,284 682,611 (3) Litigation liabilities - (30,000 ) (30,000 ) Accrued interest and fee conversions (non-cash change) - 92,065 92,065 (3) Accrued Interest Payable (99,445 ) 99,445 - (3) Net Cash (Used in) Operating Activities (6,615,976 ) 6,378,031 (237,945 ) Cash Flows from Investing Activities Net Cash (Used in) Investing Activities - - - Cash Flows from Financing Activities Proceeds from convertible debt 6,348,521 (6,293,521 ) 55,000 (12) Related party advances - 488,352 488,352 (2) Repayment of related party advances - (488,352 ) (488,352 )(2) Net Cash Provided by Financing Activities 6,348,521 (6,293,521 ) 55,000 Net increase in cash and cash equivalents Net change in cash (267,455 ) 84,510 (182,945 ) Cash at Beginning of Period 347,838 (93,850 ) 253,988 Cash at End of Period 80,383 (9,340 ) 71,043 (1) Supplemental Disclosures Cash paid for interest $ - $ 52,496 $ 52,496 Conversions of debt and related accrued interest and fees $ - $ 1,082,830 $ 1,082,830 (14) Common Shares Issued for Debt Conversions $ 387,799,137 $ (387,799,137 ) $ - (14) (1) Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities. (2) Related party payables were not previously reduced for significant reimbursements paid out during 2021 and 2022, resulting in overstatement of payables and expenses. (3) Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.” (4) In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes. (5) In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations. (6) This merchant cash advance liability was settled for stock in December 2018 and has thus been derecognized as of the opening balance sheet date. Furthermore, the Company previously incorrectly recognized and amortized a corresponding asset to consulting fees and ultimately derecognized the asset under impairment expense (2021 10-K) and selling, general and administrative (2022 10-K). (7) The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders’ equity and has recognized it in these financial statements. (8) This adjustment corrects the par value of the Company’s common stock to $ 0.00001 0.001 (9) Additional paid-in capital adjustments primarily consist of re-recognition of notes discussed in (5), the par value corrections related to (9) and (10), and recognition of interest expense related to warrants and commitment shares issued with convertible debt. (10) Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments to December 31, 2020 of $ 621,392 (11) In connection with the restatement, the Company re-evaluated its labor allocations between client-facing (Cost of Sales) and internal operations and adjusted accordingly. (12) These line items correct improper “netting” and missing convertible debt activity previously presented. (13) This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported. (14) The conversion lines originally presented shares as dollar amounts. Refer to the updated line items in the statement of cash flows and statement of stockholders’ deficit. (15) During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3. GOING CONCERN As shown in the accompanying financial statements as of December 31, 2023, the Company had $ 18,173 499,160 4,688,364 17,500,100 e cash flow, and there can be no assurances of future revenues or sufficient profits to fund operations without the need for outside capital or advances from management. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Given these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4. STOCKHOLDERS’ EQUITY Series A1 Voting Preferred Stock, $0.00001 Par Value The Company is authorized to issue 800,000 0.00001 entitles the holders to a 51% supermajority vote As of each December 31,2023 and 2022, 800,000 Common Stock, $0.00001 Par Value The Company is authorized to issue 100,000,000,000 0.00001 As of December 31,2023 and 2022, 2,297,512,885 589,068,581 As of December 31,2023 and 2022, 15,279,469,715 14,370,551,896 Common Stock Issuances During 2022 and 2023, the Company issued shares of its Common Stock, as follows: SCHEDULE OF ISSUED SHARES OF COMMON STOCK Debt Conversions, Shares Debt Conversions, Amount Warrants Exercised, Shares Warrants Exercised, Amount Commitment Shares, Shares Commitment Shares, Amount Returned to Treasury, Shares Returned to Treasury, Amount Debt Conversions Warrants Exercised Commitment Shares Returned to Treasury Month Shares Total Amount Shares Total Amount Shares Total Amount Shares Total Amount January 2022 9,000,000 $ 31,500 4,227,238 $ - - - - - February 2022 41,990,634 168,775 9,861,338 - - - - - March 2022 129,868,042 454,954 19,981,656 - - - - - April 2022 19,700,000 68,950 - - - - - - August 2022 72,919,883 216,970 - - 1,428,571 13,143 - - September 2022 - - - - - - (3,000,000 ) - October 2022 24,200,000 84,700 - - - - - - November 2022 50,933,436 44,478 - - - - - - December 2022 27,479,758 12,503 - - - - - - Year Ended December 31, 2022 376,091,753 $ 1,082,830 34,070,232 $ - 1,428,571 $ 13,143 (3,000,000 ) $ - January 2023 29,280,923 $ 9,516 - $ - - $ - - $ - February 2023 30,576,923 7,950 - - - - - - March 2023 31,730,769 8,250 - - - - - - April 2023 33,473,076 4,352 - - - - - - May 2023 109,471,307 11,347 - - - - - - June 2023 470,421,691 58,172 - - - - - - July 2023 191,823,332 12,147 - - - - - - August 2023 317,275,794 24,424 - - - - - - September 2023 89,546,307 5,821 - - - - - - October 2023 94,422,153 6,137 - - - - - - November 2023 202,034,769 12,417 - - - - - - December 2023 108,387,230 7,045 - - - - - - Year Ended December 31, 2023 1,708,444,274 $ 167,578 - $ - - $ - - $ - Warrants In 2021, the Company issued warrants to purchase its common stock in connection with the issuance of certain convertible notes in securities purchase agreements. The Company determined the warrants were detachable from the convertible notes and evaluated whether the warrants represented liabilities or equity under ASC 480 – Distinguishing Liabilities from Equity A summary of outstanding warrants and related activities follows: SUMMARY OF OUTSTANDING WARRANTS Outstanding, December 31, 2020 150,302,746 Issued - Exercised (40,331,428 ) Expired or cancelled - Outstanding, December 31, 2021 109,971,318 Issued - Exercised - Expired or cancelled - Outstanding, December 31, 2022 109,971,318 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, NET | NOTE 5. CONVERTIBLE NOTES PAYABLE, NET In 2023 and 2022, the Company entered into securities purchase agreements to issue short-term convertible notes with face values totaling $ 0 55,000 The Company further evaluated the fixed price and variable price conversion features of these notes and determined that they constitute embedded derivatives, as the notes are settled in the Company’s common stock and are effectively call options to the noteholders. Given that the size of the derivative liabilities was substantially larger than the principal amounts of the notes, management did not allocate the value between the instruments, but rather recorded the notes at face value and bifurcated the derivative liability at its respective value, and recorded changes in fair value in the statements of operations. Accordingly, the Company recorded derivative liabilities upon issuance totaling $ 0 80,246 The Company used the following inputs to value the derivative liability throughout 2023 and 2022: SCHEDULE OF INPUTS TO VALUE OF DERIVATIVE LIABILITY Year Ended December 31, 2023 2022 Risk-free interest rate 4.56 5.46 1.63 4.76 Time to maturity 1 1 Annualized volatility 255 556 232 254 Dividend rate 0 0 These notes generally call for (i) the Company to reserve 4 to 10 times the amount of shares into which the notes are convertible and (ii) an escalating prepayment penalty of 120-145% increasing every 30-60 days up to 180 days. The following represents key terms of convertible notes that were outstanding and newly issued during 2021 and 2022: SCHEDULE OF CONVERTIBLE NOTES Date Principal Purchase Price Interest Default Interest Maturity Conversion August 1, 2018 $ 35,000 $ 35,000 10 % 12 % 4/28/2019 (1 ) August 29, 2018 $ 112,750 $ 112,750 12 % 24 % 5/29/2019 (2), (7) April 16, 2019 $ 112,750 $ 112,750 10 % 12 % 4/16/2020 (3 ) April 20, 2021 $ 31,797 $ 31,797 10 % 22 % 4/20/2023 (5 ) April 20, 2021 $ 31,797 $ 31,797 10 % 22 % 4/20/2023 (5 ) May 18, 2021 $ 88,000 $ 80,000 8 % 15 % 5/18/2022 (5), (7) June 9, 2021 $ 43,750 $ 43,750 10 % 22 % 6/9/2022 (4 ) June 9, 2021 $ 88,000 $ 80,000 12 % 15 % 6/9/2022 (5), (7) June 25, 2021 $ 110,000 $ 100,000 8 % 15 % 6/25/2022 (5), (7) July 14, 2021 $ 43,750 $ 43,750 10 % 22 % 6/9/2022 (4 ) July 28, 2021 $ 600,000 $ 500,000 No Stated Rate No Stated Rate 7/6/2022 (5), (7) August 6, 2021 $ 110,000 $ 110,000 8 % 15 % 8/6/2022 (5 ) August 9, 2021 $ 333,333 $ 300,000 12 % 15 % 8/9/2022 (5), (7) August 9, 2021 $ 137,500 $ 125,000 8 % 15 % 8/9/2022 (5), (7) August 10, 2021 $ 200,000 $ 180,000 12 % 15 % 8/10/2022 (5), (7) August 10, 2021 $ 110,000 $ 100,000 8 % 15 % 8/6/2022 (5), (7) August 20, 2021 $ 100,000 $ 100,000 12 % 24 % 8/20/2022 (5 ) August 20, 2021 $ 100,000 $ 100,000 12 % 24 % 8/20/2022 (5 ) August 20, 2021 $ 100,000 $ 100,000 12 % 15 % 8/20/2022 (5), (7) September 1, 2021 $ 55,000 $ 50,000 8 % 15 % 9/1/2022 (5), (7) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5), (7) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5 ) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5), (7) September 2, 2021 $ 155,000 $ 140,000 12 % 15 % 9/2/2022 (5), (7) September 7, 2021 $ 34,500 $ 34,500 8 % 15 % 9/7/2022 (5 ) September 9, 2021 $ 11,000 $ 10,000 8 % 15 % 9/9/2022 (5), (7) November 10, 2021 $ 137,500 $ 125,000 8 % 15 % 11/10/2022 (6), (7) November 19, 2021 $ 136,000 $ 124,000 12 % 15 % 11/19/2022 (5 ) December 23, 2021 $ 130,000 $ 130,000 8 % 15 % 12/23/2022 (5 ) November 4, 2022 $ 55,000 $ 55,000 10 % 22 % 11/4/2023 (4 ) (1) Converts at fixed price of $ 2.50 (2) Converts at lesser of: (i) lowest trade price in previous 25 days on OTC Pink, OTCQB, or other applicable market, or (ii) 58% times the average last two lowest trade prices in 25 previous trading days. (3) Converts at fixed price of $ 2.50 (4) Converts at 61% of the average last 2 lowest trade prices in 20 previous trading days. (5) Converts at fixed price of $ 0.0035 (6) Converts at fixed price of $ 0.05 (7) These notes provide for the conversion price to be adjusted downward in the event of a new issuance of convertible debt at a lower conversion price. Management determined the financial statement impact to be immaterial for the periods presented. Interest expense for the years ended December 31, 2023 and 2022 totaled $ 430,247 827,408 As discussed in Note 4, a total of 1,708,444,274 376,091,753 $167,578 $1,082,830 As of December 31,2023 and 2022, outstanding balances on these notes totaled $1,881,495 2,026,145 $1,291,796 885,793 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS On March 1, 2015 the Company entered into a Line of Credit Agreement with P413, a company affiliated with its former CEO, Mr. Carl Dorvil, at an interest rate of 6 $483,677 The Company also had the following related party activities during the years ended December 31, 2023 and 2022. SCHEDULE OF RELATED PARTY ACTIVITIES Payments from GEX Payments to GEX Nature of Year Ended December 31, Year Ended December 31, Name Relationship Activity 2023 2022 2023 2022 Srikumar Vanamali Chairman of the Board, CEO, CFO, holds 100% of outstanding Series A1 Voting Preferred Stock Compensation $ 247,580 $ 312,656 $ - $ - Advances to company (1) - - 261,265 488,352 Repayment of advances (1) 261,265 488,352 - - FCP Holdings Entity affiliated with Shaheed Bailey, Director Indirect compensation - 10,000 - - Joseph Frontiere Director, Former CEO Unclear (2) - 110,493 (3) - - 27 Health, LLC Entity controlled and/or heavily influenced by Mr. Frontiere in his capacity as Executive Chairman Unclear (2) - 49,500 (3) - - Quad M Solutions Entity controlled by Mr. Frontiere, who serves as its Chairman of the Board, CEO and Interim CFO Staffing and consulting revenues, net of payments out (4) 8,000 13,000 171,000 437,500 Totals $ 516,845 $ 984,001 $ 432,265 $ 925,852 (1) As of December 31, 2023 and 2022, the Company was indebted to Mr. Vanamali for $ 0 0 2,419 $0 (2) In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of these payments made while Mr. Frontiere was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. Mr. Frontiere did not provide sufficient information substantiating the nature and any business purposes of these transactions, which appear to consist of payments and transfers to (i) Mr. Frontiere’s credit card, (ii) establishments that do not appear business-related, (iii) unclear recipients and/or accounts, and (iv) 27 Health, LLC. Management is unable to ascertain the exact nature and business purpose of these payments and considers it possible that all or portions of these payments may have directly or indirectly benefitted Mr. Frontiere. (3) $107,521 $2,972 (4) As of December 31, 2023 and 2022, outstanding accounts receivable due the Company from Quad M Solutions, Inc. were $152,500 $83,500 232,000 472,500 Additionally, the Company identified the following individuals, entities and activities that appeared to be potential related parties but was unable to ascertain the exact relationships or actual nature of transactions: Payments from GEX Payments to GEX (1) (2) Year Ended December 31, Year Ended December 31, Name Relationship Stated Nature of Activity 2023 2022 2023 2022 Advisory Consulting Corp Unclear Consulting - General/Undefined (3) $ - $ 25,000 $ - $ - Denise Kamish Unclear Consulting - General/Undefined (3) - 4,000 - - Iris Desimone Unclear Consulting - General/Undefined (3) - 4,000 - - Jaclyn Castro Unclear Consulting - Accounting/Bookkeeping (3) - 9,000 - - Lori Castro Unclear Consulting - Accounting/Bookkeeping (3) - 4,000 - - Totals $ - $ 46,000 $ - $ - (1) In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of certain payments made and agreements entered by Mr. Frontiere while he was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. These parties and payments represent persons and entities that the Company identified as potentially affiliated Mr. Frontiere. The actual nature of relationships Mr. Frontiere and/or the Company had with these individuals and entities is unclear, and these parties and related activities have been disclosed in the event they are actually related parties requiring disclosure. (2) Management was unable to ascertain the (i) true nature of services stated in applicable consulting arrangements with these individuals and entities, (ii) actual qualifications of such individuals to perform such services, (iii) arm’s length nature of these arrangements, (iv) whether there was ultimately a legitimate business purpose for these arrangements, or (v) whether the Company ultimately benefitted from these payments. (3) These payments were made on balances accrued as of December 31, 2021. As of December 31, 2023 and 2022, there were no balances due these parties. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7. INCOME TAXES The Company recorded no 21 21 21 0 Income Tax Valuation Allowance SCHEDULE OF PROVISION FOR INCOME TAX 2023 2022 As of December 31, 2023 2022 Net loss before income taxes $ 400,287 $ 43,574,504 Adjustments to net loss Permanent book-tax differences (911,302 ) (44,367,759 ) Temporary book-tax differences - - Net taxable (loss) (511,015 ) (793,255 ) Income tax rate 21 % 21 % Income tax recovery $ (107,313 ) $ (166,584 ) Valuation allowance change $ 107,313 $ 166,584 Provision for income taxes $ - $ - Components of Deferred Income Tax Assets SCHEDULE OF DEFERRED INCOME TAX ASSETS 2023 2022 As of December 31, 2023 2022 Net operating loss carryforward $ 2,349,670 $ 2,242,357 Valuation allowance (2,349,670 ) (2,242,357 ) Net deferred income tax asset $ - $ - |
CONCENTRATIONS, COMMITMENTS AND
CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations Commitments And Contingencies | |
CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES | NOTE 8. CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES Significant Concentrations The Company identified the following significant concentrations as of and for the years ended December 31,2023 and 2022: ● Customer A (related party): ○ 11% 21% ○ 32% 21% ● Customer B: ○ 13% ○ 10% ● Customer C: 13% 14% Litigation From time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods. On September 13, 2019, a Judgment by Confession was entered in New York against the Company for $ 195,250 $20,333 $200,000 52,496 26,248 13,124 13,124 $0 34,137 On October 16, 2018, C6 Capital, LLC (“C6”) obtained a Confession of Judgment for $ 534,655 C6 CAPITAL LLC - v. - GEX MANAGEMENT INC et al GEX MANAGEMENT INC et al v. C6 CAPITAL FUNDING LLC 534,655 On March 22, 2019, Business Merchant Funding (“BMF”) obtained a Confession of Judgment for $ 151,191 BUSINESS MERCHANT FUNDING v. GEX MANAGEMENT INC et al GEX MANAGEMENT INC et al v. BUSINESS MERCHANT FUNDING LLC 0 On October 9, 2018, EIN Cap., Inc. (“EIN”) obtained two Confessions of Judgment each for $ 471,591 943,182 EIN CAP, INC - v. - GEX MANAGEMENT INC/GEX MANAGEMENT INC DBA MYEASYHQ/ ATHERIA LLC/DORVIL FINANCIAL GROUP LLC/QUANTUM ENERGY & FINANCE LLC/GEX INSTITUTE LLC/SUCCESS TRAINING INSTITUTE LLC/GROUP EXCELLENCE MANGEMENT LLC/GROUP EXCELLENCE LLC/SUCCESS DYNASTY LLC/US CONSOLIDATE et al GEX MANAGEMENT, INC. et al v. EIN CAP INC. 50,000 893,182 12,500 30,000 37,500 0 On April 25, 2023, the Workers’ Compensation Board of the State of New York obtained a judgment against the Company in the amount of $ 22,000 Workers’ Compensation Board of the State of New York vs GEX MANAGEMENT INC 22,000 As of December 31, 2023 and 2022, the Company had $ 556,655 534,655 Other Commitments and Contingencies Other than the information set forth in this note, management was not aware of any other significant commitments or contingencies as of the date of this filing. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS In March 2024, the Company entered into four convertible notes totaling $74,000 $60,000 15 10 $0.0001 Management has evaluated subsequent events through the date these financial statements were available to be issued and did not identify any other significant events. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), as well as the applicable regulations and rules of the Securities and Exchange Commission (“SEC”). This requires management to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual results could differ from those estimates |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying notes. |
Related Parties | Related Parties Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party activities and balances are set forth in NOTE 6 to the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers. The receivables are generally due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. Bad debt expense for the years ended December 31, 2023 and 2022 was $ 0 62,560 480,987 399,640 64,640 2,080 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company evaluated the long-lived assets as of December 31, 2023 and determined that the long lived assets should be fully impaired as they no longer held future value. As a result, the Company recorded an impairment expense in the amount |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model for “out of the money” instruments and intrinsic value for “in the money” instruments. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. |
Revenue Recognition | Revenue Recognition GEX enters into contracts with its clients for management consulting and staffing services. GEX’s contract stipulates the rate and price charged to each client. GEX’s contracts for these services are generally cancellable at any time by either party with 30-days’ written notice. GEX fulfills its performance obligations each month, or as consultants work hours for hourly contracts, and the contracts generally have a term of one year with an automatic renewal after 12 months. Management Consulting and Staffing Services GEX Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. Revenue is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected. Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided. The revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as well as the estimated profit margin on the project. GEX Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided, generally as consultants perform the services. If there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the revenue recognized accordingly. GEX Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s credit worthiness, among other things, as well as unobservable parameters. |
Earnings Per Share | Earnings Per Share Earnings per share are calculated in accordance with ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted income (loss) per share is computed by dividing the income (loss) available to common share holders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, estimated shares that would be issued for outstanding convertible debt on an if-converted basis, common stock dividends, warrants and options to acquire common stock, would be considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to the net loss per share. The Company calculated basic and diluted earnings per share for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE Weighted Average Net Income Common Shares Per Share (Numerator) (Denominator) Amount Year Ended December 31, 2023 Basic Income Per Share Net income available to common stockholders $ 400,287 713,924,107 $ 0.00 Diluted Income Per Share Convertible debt - if converted - 1,909,480,068 Income available to common stockholders (diluted) $ 400,287 2,623,404,175 $ 0.00 Year Ended December 31, 2022 Basic Income Per Share Net income available to common stockholders $ 43,574,504 410,795,994 $ 0.11 Diluted Income Per Share Convertible debt - if converted - 756,163,058 Income available to common stockholders (diluted) $ 43,574,504 1,166,959,052 $ 0.04 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board (“FASB”) which the Company has adopted or will adopt, as applicable. The Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2023 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE | The Company calculated basic and diluted earnings per share for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE Weighted Average Net Income Common Shares Per Share (Numerator) (Denominator) Amount Year Ended December 31, 2023 Basic Income Per Share Net income available to common stockholders $ 400,287 713,924,107 $ 0.00 Diluted Income Per Share Convertible debt - if converted - 1,909,480,068 Income available to common stockholders (diluted) $ 400,287 2,623,404,175 $ 0.00 Year Ended December 31, 2022 Basic Income Per Share Net income available to common stockholders $ 43,574,504 410,795,994 $ 0.11 Diluted Income Per Share Convertible debt - if converted - 756,163,058 Income available to common stockholders (diluted) $ 43,574,504 1,166,959,052 $ 0.04 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | The following table reflects the impacts on the Company’s balance sheet, statement of operations, and statement of cash flows as of and for the year ended December 31, 2022. SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As of and Year Ended December 31, 2022 Certain captions have been modified to conform to current period presentation. As Originally Stated Adjustments As Restated Balance Sheet Assets Total assets (all current) 462,814 7,869 470,683 (1) Liabilities Accounts payable 253,286 (206,828 ) 46,458 (1) Related party payables 660,919 (660,919 ) - (2) Accrued liabilities 233,688 677,105 910,793 (3) Convertible notes payable, net 208,930 1,817,215 2,026,145 (4) Derivative liability - 1,226,024 1,226,024 (5) Litigation liabilities - 534,655 534,655 (15) Line of credit - related party 483,677 - 483,677 Total liabilities (all current) 1,840,499 3,387,253 5,227,752 Stockholders’ Deficit Series A1 Voting Preferred Stock - 800 800 (7) Common Stock 592,916 (587,025 ) 5,891 (8) Additional paid-in capital 12,169,839 966,788 13,136,627 (9) Accumulated deficit (14,140,439 ) (3,355,713 ) (17,900,387 )(10) Total stockholders’ deficit (1,377,685 ) (3,379,384 ) (4,757,069 ) Total liabilities and stockholders’ deficit 462,814 7,869 470,683 - Statements of Operations Staffing and consulting revenues 2,270,535 68,444 2,338,979 (1) Cost of staffing and consulting revenues (1,132,416 ) (101,827 ) (1,234,243 )(11) Gross margin 1,138,119 (33,383 ) 1,104,736 Operating expenses 1,467,457 (396,874 ) 1,070,583 (1) Operating loss (329,337 ) 363,491 34,153 Other income (expense) Other income (expense) (109,477 ) 109,477 - Credit charges and debt adjustments (671,408 ) 671,408 - (2) Interest expense (15,120 ) (812,288 ) (827,408 )(3) Change in fair value of derivative liability - 44,315,804 44,315,804 (5) Loss on derivative liability at issuance - (80,246 ) (80,246 )(5) Gain on settlements - 171,191 171,191 (15) (Loss) on extinguishment of debt - (38,990 ) (38,990 )(3) Net other income/(expense) (796,005 ) 44,336,356 43,540,351 Net income/(loss) (1,125,342 ) 44,699,846 43,574,504 (5) Basic weighted average common shares outstanding 592,462,070 (181,666,076 ) 410,795,994 (13) Diluted weighted average common shares outstanding 592,462,070 574,496,982 1,166,959,052 (13) Basic income per share $ 0.002 $ 0.108 $ 0.11 (13) Diluted income per share $ 0.002 $ 0.038 $ 0.04 (13) Statements of Cash Flows Cash Flows from Operating Activities Net Income/(Loss) (1,125,342 ) 44,699,846 43,574,504 (5) Adjustments to reconcile net loss to net cash used by operating activities: Change in fair value of derivative liability (44,315,804 ) (44,315,804 )(5) Derivative liability loss on issuance 80,246 80,246 (5) Non-cash interest expense for warrants and commitment shares issued with convertible debt 13,143 13,143 (9) Loss/(gain) on extinguishment of debt - 38,990 38,990 (5) (Gain) on settlements (171,191 ) (171,191 ) Change in Assets and Liabilities: Accounts receivable (189,174 ) (25,505 ) (214,679 )(1) Other Current Assets (25,106 ) 25,106 - (1) Other Assets (4,141,587 ) 4,141,587 - (6) Related Party Payable 488,352 (488,352 ) - (2) Accounts payable 208,999 (196,829 ) 12,170 (1) Accrued liabilities (1,732,673 ) 2,415,284 682,611 (3) Litigation liabilities - (30,000 ) (30,000 ) Accrued interest and fee conversions (non-cash change) - 92,065 92,065 (3) Accrued Interest Payable (99,445 ) 99,445 - (3) Net Cash (Used in) Operating Activities (6,615,976 ) 6,378,031 (237,945 ) Cash Flows from Investing Activities Net Cash (Used in) Investing Activities - - - Cash Flows from Financing Activities Proceeds from convertible debt 6,348,521 (6,293,521 ) 55,000 (12) Related party advances - 488,352 488,352 (2) Repayment of related party advances - (488,352 ) (488,352 )(2) Net Cash Provided by Financing Activities 6,348,521 (6,293,521 ) 55,000 Net increase in cash and cash equivalents Net change in cash (267,455 ) 84,510 (182,945 ) Cash at Beginning of Period 347,838 (93,850 ) 253,988 Cash at End of Period 80,383 (9,340 ) 71,043 (1) Supplemental Disclosures Cash paid for interest $ - $ 52,496 $ 52,496 Conversions of debt and related accrued interest and fees $ - $ 1,082,830 $ 1,082,830 (14) Common Shares Issued for Debt Conversions $ 387,799,137 $ (387,799,137 ) $ - (14) (1) Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities. (2) Related party payables were not previously reduced for significant reimbursements paid out during 2021 and 2022, resulting in overstatement of payables and expenses. (3) Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.” (4) In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes. (5) In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations. (6) This merchant cash advance liability was settled for stock in December 2018 and has thus been derecognized as of the opening balance sheet date. Furthermore, the Company previously incorrectly recognized and amortized a corresponding asset to consulting fees and ultimately derecognized the asset under impairment expense (2021 10-K) and selling, general and administrative (2022 10-K). (7) The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders’ equity and has recognized it in these financial statements. (8) This adjustment corrects the par value of the Company’s common stock to $ 0.00001 0.001 (9) Additional paid-in capital adjustments primarily consist of re-recognition of notes discussed in (5), the par value corrections related to (9) and (10), and recognition of interest expense related to warrants and commitment shares issued with convertible debt. (10) Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments to December 31, 2020 of $ 621,392 (11) In connection with the restatement, the Company re-evaluated its labor allocations between client-facing (Cost of Sales) and internal operations and adjusted accordingly. (12) These line items correct improper “netting” and missing convertible debt activity previously presented. (13) This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported. (14) The conversion lines originally presented shares as dollar amounts. Refer to the updated line items in the statement of cash flows and statement of stockholders’ deficit. (15) During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements. |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF ISSUED SHARES OF COMMON STOCK | During 2022 and 2023, the Company issued shares of its Common Stock, as follows: SCHEDULE OF ISSUED SHARES OF COMMON STOCK Debt Conversions, Shares Debt Conversions, Amount Warrants Exercised, Shares Warrants Exercised, Amount Commitment Shares, Shares Commitment Shares, Amount Returned to Treasury, Shares Returned to Treasury, Amount Debt Conversions Warrants Exercised Commitment Shares Returned to Treasury Month Shares Total Amount Shares Total Amount Shares Total Amount Shares Total Amount January 2022 9,000,000 $ 31,500 4,227,238 $ - - - - - February 2022 41,990,634 168,775 9,861,338 - - - - - March 2022 129,868,042 454,954 19,981,656 - - - - - April 2022 19,700,000 68,950 - - - - - - August 2022 72,919,883 216,970 - - 1,428,571 13,143 - - September 2022 - - - - - - (3,000,000 ) - October 2022 24,200,000 84,700 - - - - - - November 2022 50,933,436 44,478 - - - - - - December 2022 27,479,758 12,503 - - - - - - Year Ended December 31, 2022 376,091,753 $ 1,082,830 34,070,232 $ - 1,428,571 $ 13,143 (3,000,000 ) $ - January 2023 29,280,923 $ 9,516 - $ - - $ - - $ - February 2023 30,576,923 7,950 - - - - - - March 2023 31,730,769 8,250 - - - - - - April 2023 33,473,076 4,352 - - - - - - May 2023 109,471,307 11,347 - - - - - - June 2023 470,421,691 58,172 - - - - - - July 2023 191,823,332 12,147 - - - - - - August 2023 317,275,794 24,424 - - - - - - September 2023 89,546,307 5,821 - - - - - - October 2023 94,422,153 6,137 - - - - - - November 2023 202,034,769 12,417 - - - - - - December 2023 108,387,230 7,045 - - - - - - Year Ended December 31, 2023 1,708,444,274 $ 167,578 - $ - - $ - - $ - |
SUMMARY OF OUTSTANDING WARRANTS | A summary of outstanding warrants and related activities follows: SUMMARY OF OUTSTANDING WARRANTS Outstanding, December 31, 2020 150,302,746 Issued - Exercised (40,331,428 ) Expired or cancelled - Outstanding, December 31, 2021 109,971,318 Issued - Exercised - Expired or cancelled - Outstanding, December 31, 2022 109,971,318 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF INPUTS TO VALUE OF DERIVATIVE LIABILITY | The Company used the following inputs to value the derivative liability throughout 2023 and 2022: SCHEDULE OF INPUTS TO VALUE OF DERIVATIVE LIABILITY Year Ended December 31, 2023 2022 Risk-free interest rate 4.56 5.46 1.63 4.76 Time to maturity 1 1 Annualized volatility 255 556 232 254 Dividend rate 0 0 |
SCHEDULE OF CONVERTIBLE NOTES | The following represents key terms of convertible notes that were outstanding and newly issued during 2021 and 2022: SCHEDULE OF CONVERTIBLE NOTES Date Principal Purchase Price Interest Default Interest Maturity Conversion August 1, 2018 $ 35,000 $ 35,000 10 % 12 % 4/28/2019 (1 ) August 29, 2018 $ 112,750 $ 112,750 12 % 24 % 5/29/2019 (2), (7) April 16, 2019 $ 112,750 $ 112,750 10 % 12 % 4/16/2020 (3 ) April 20, 2021 $ 31,797 $ 31,797 10 % 22 % 4/20/2023 (5 ) April 20, 2021 $ 31,797 $ 31,797 10 % 22 % 4/20/2023 (5 ) May 18, 2021 $ 88,000 $ 80,000 8 % 15 % 5/18/2022 (5), (7) June 9, 2021 $ 43,750 $ 43,750 10 % 22 % 6/9/2022 (4 ) June 9, 2021 $ 88,000 $ 80,000 12 % 15 % 6/9/2022 (5), (7) June 25, 2021 $ 110,000 $ 100,000 8 % 15 % 6/25/2022 (5), (7) July 14, 2021 $ 43,750 $ 43,750 10 % 22 % 6/9/2022 (4 ) July 28, 2021 $ 600,000 $ 500,000 No Stated Rate No Stated Rate 7/6/2022 (5), (7) August 6, 2021 $ 110,000 $ 110,000 8 % 15 % 8/6/2022 (5 ) August 9, 2021 $ 333,333 $ 300,000 12 % 15 % 8/9/2022 (5), (7) August 9, 2021 $ 137,500 $ 125,000 8 % 15 % 8/9/2022 (5), (7) August 10, 2021 $ 200,000 $ 180,000 12 % 15 % 8/10/2022 (5), (7) August 10, 2021 $ 110,000 $ 100,000 8 % 15 % 8/6/2022 (5), (7) August 20, 2021 $ 100,000 $ 100,000 12 % 24 % 8/20/2022 (5 ) August 20, 2021 $ 100,000 $ 100,000 12 % 24 % 8/20/2022 (5 ) August 20, 2021 $ 100,000 $ 100,000 12 % 15 % 8/20/2022 (5), (7) September 1, 2021 $ 55,000 $ 50,000 8 % 15 % 9/1/2022 (5), (7) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5), (7) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5 ) September 1, 2021 $ 27,500 $ 25,000 8 % 15 % 9/1/2022 (5), (7) September 2, 2021 $ 155,000 $ 140,000 12 % 15 % 9/2/2022 (5), (7) September 7, 2021 $ 34,500 $ 34,500 8 % 15 % 9/7/2022 (5 ) September 9, 2021 $ 11,000 $ 10,000 8 % 15 % 9/9/2022 (5), (7) November 10, 2021 $ 137,500 $ 125,000 8 % 15 % 11/10/2022 (6), (7) November 19, 2021 $ 136,000 $ 124,000 12 % 15 % 11/19/2022 (5 ) December 23, 2021 $ 130,000 $ 130,000 8 % 15 % 12/23/2022 (5 ) November 4, 2022 $ 55,000 $ 55,000 10 % 22 % 11/4/2023 (4 ) (1) Converts at fixed price of $ 2.50 (2) Converts at lesser of: (i) lowest trade price in previous 25 days on OTC Pink, OTCQB, or other applicable market, or (ii) 58% times the average last two lowest trade prices in 25 previous trading days. (3) Converts at fixed price of $ 2.50 (4) Converts at 61% of the average last 2 lowest trade prices in 20 previous trading days. (5) Converts at fixed price of $ 0.0035 (6) Converts at fixed price of $ 0.05 (7) These notes provide for the conversion price to be adjusted downward in the event of a new issuance of convertible debt at a lower conversion price. Management determined the financial statement impact to be immaterial for the periods presented. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY ACTIVITIES | The Company also had the following related party activities during the years ended December 31, 2023 and 2022. SCHEDULE OF RELATED PARTY ACTIVITIES Payments from GEX Payments to GEX Nature of Year Ended December 31, Year Ended December 31, Name Relationship Activity 2023 2022 2023 2022 Srikumar Vanamali Chairman of the Board, CEO, CFO, holds 100% of outstanding Series A1 Voting Preferred Stock Compensation $ 247,580 $ 312,656 $ - $ - Advances to company (1) - - 261,265 488,352 Repayment of advances (1) 261,265 488,352 - - FCP Holdings Entity affiliated with Shaheed Bailey, Director Indirect compensation - 10,000 - - Joseph Frontiere Director, Former CEO Unclear (2) - 110,493 (3) - - 27 Health, LLC Entity controlled and/or heavily influenced by Mr. Frontiere in his capacity as Executive Chairman Unclear (2) - 49,500 (3) - - Quad M Solutions Entity controlled by Mr. Frontiere, who serves as its Chairman of the Board, CEO and Interim CFO Staffing and consulting revenues, net of payments out (4) 8,000 13,000 171,000 437,500 Totals $ 516,845 $ 984,001 $ 432,265 $ 925,852 (1) As of December 31, 2023 and 2022, the Company was indebted to Mr. Vanamali for $ 0 0 2,419 $0 (2) In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of these payments made while Mr. Frontiere was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. Mr. Frontiere did not provide sufficient information substantiating the nature and any business purposes of these transactions, which appear to consist of payments and transfers to (i) Mr. Frontiere’s credit card, (ii) establishments that do not appear business-related, (iii) unclear recipients and/or accounts, and (iv) 27 Health, LLC. Management is unable to ascertain the exact nature and business purpose of these payments and considers it possible that all or portions of these payments may have directly or indirectly benefitted Mr. Frontiere. (3) $107,521 $2,972 (4) As of December 31, 2023 and 2022, outstanding accounts receivable due the Company from Quad M Solutions, Inc. were $152,500 $83,500 232,000 472,500 Additionally, the Company identified the following individuals, entities and activities that appeared to be potential related parties but was unable to ascertain the exact relationships or actual nature of transactions: Payments from GEX Payments to GEX (1) (2) Year Ended December 31, Year Ended December 31, Name Relationship Stated Nature of Activity 2023 2022 2023 2022 Advisory Consulting Corp Unclear Consulting - General/Undefined (3) $ - $ 25,000 $ - $ - Denise Kamish Unclear Consulting - General/Undefined (3) - 4,000 - - Iris Desimone Unclear Consulting - General/Undefined (3) - 4,000 - - Jaclyn Castro Unclear Consulting - Accounting/Bookkeeping (3) - 9,000 - - Lori Castro Unclear Consulting - Accounting/Bookkeeping (3) - 4,000 - - Totals $ - $ 46,000 $ - $ - (1) In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of certain payments made and agreements entered by Mr. Frontiere while he was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. These parties and payments represent persons and entities that the Company identified as potentially affiliated Mr. Frontiere. The actual nature of relationships Mr. Frontiere and/or the Company had with these individuals and entities is unclear, and these parties and related activities have been disclosed in the event they are actually related parties requiring disclosure. (2) Management was unable to ascertain the (i) true nature of services stated in applicable consulting arrangements with these individuals and entities, (ii) actual qualifications of such individuals to perform such services, (iii) arm’s length nature of these arrangements, (iv) whether there was ultimately a legitimate business purpose for these arrangements, or (v) whether the Company ultimately benefitted from these payments. (3) These payments were made on balances accrued as of December 31, 2021. As of December 31, 2023 and 2022, there were no balances due these parties. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAX | Income Tax Valuation Allowance SCHEDULE OF PROVISION FOR INCOME TAX 2023 2022 As of December 31, 2023 2022 Net loss before income taxes $ 400,287 $ 43,574,504 Adjustments to net loss Permanent book-tax differences (911,302 ) (44,367,759 ) Temporary book-tax differences - - Net taxable (loss) (511,015 ) (793,255 ) Income tax rate 21 % 21 % Income tax recovery $ (107,313 ) $ (166,584 ) Valuation allowance change $ 107,313 $ 166,584 Provision for income taxes $ - $ - |
SCHEDULE OF DEFERRED INCOME TAX ASSETS | Components of Deferred Income Tax Assets SCHEDULE OF DEFERRED INCOME TAX ASSETS 2023 2022 As of December 31, 2023 2022 Net operating loss carryforward $ 2,349,670 $ 2,242,357 Valuation allowance (2,349,670 ) (2,242,357 ) Net deferred income tax asset $ - $ - |
SCHEDULE OF CALCULATED BASIC AN
SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Accounting Policies [Abstract] | |||
Net income available to common stockholders (basic) | $ 400,287 | $ 43,574,504 | |
Weighted average common shares (basic) | 713,924,107 | 410,795,994 | [1] |
Earnings per share (basic) | $ 0 | $ 0.11 | [1] |
Weighted average common shares, convertible debt - if converted | 1,909,480,068 | 756,163,058 | |
Income available to common stockholders (diluted) | $ 400,287 | $ 43,574,504 | |
Weighted average common shares (diluted) | 2,623,404,175 | 1,166,959,052 | [1] |
Earnings per share (diluted) | $ 0 | $ 0.04 | [1] |
[1]This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported. |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Bad debt expense | 0 | 62,560 |
Accounts receivable, net | 480,987 | 399,640 |
Allowances for bad debts | $ 64,640 | $ 2,080 |
SCHEDULE OF RESTATEMENT OF PREV
SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | |||||
Apr. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Assets | ||||||
Total assets (all current) | $ 499,160 | $ 470,683 | [1] | |||
Liabilities | ||||||
Accounts payable | 49,959 | 46,458 | [1] | |||
Accrued liabilities | [2] | 910,793 | ||||
Convertible notes payable, net | 1,881,495 | 2,026,145 | [3] | |||
Derivative liability | 292,722 | 1,226,024 | [4] | |||
Litigation liabilities | 556,655 | 534,655 | [5] | |||
Total liabilities (all current) | 4,688,364 | 5,227,752 | ||||
Stockholders’ Deficit | ||||||
Series A1 Voting Preferred Stock | 800 | 800 | [6] | |||
Common Stock | 22,975 | 5,891 | [7] | |||
Additional paid-in capital | 13,287,121 | 13,136,627 | [8] | |||
Accumulated deficit | (17,500,100) | (17,900,387) | [9] | |||
Balance | (4,189,204) | (4,757,069) | ||||
Total liabilities and stockholders’ deficit | 499,160 | 470,683 | ||||
Staffing and consulting revenues | 2,095,545 | 2,338,979 | [1] | |||
Cost of staffing and consulting revenues | (1,366,674) | (1,234,243) | [10] | |||
Gross Profit | 728,871 | 1,104,736 | ||||
Operating expenses | 809,639 | 1,070,583 | [1] | |||
Operating loss | (80,768) | 34,153 | ||||
Other income (expense) | ||||||
Other income (expense) | ||||||
Credit charges and debt adjustments | [11] | |||||
Interest expense | (430,247) | (827,408) | [2] | |||
Change in fair value of derivative liability | 1,059,318 | 44,315,804 | [4] | |||
Loss on derivative liability at issuance | (80,246) | [4] | ||||
Gain on settlements | $ 22,000 | (22,000) | 171,191 | [5] | ||
(Loss) on extinguishment of debt | (126,016) | (38,990) | [2],[4] | |||
Total Other Income | 481,055 | 43,540,351 | ||||
Net Income/(Loss) | $ 400,287 | $ 43,574,504 | [4] | |||
Basic weighted average common shares outstanding | 713,924,107 | 410,795,994 | [12] | |||
Diluted weighted average common shares outstanding | 2,623,404,175 | 1,166,959,052 | [12] | |||
Basic income per share | $ 0 | $ 0.11 | [12] | |||
Diluted income per share | $ 0 | $ 0.04 | [12] | |||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
Change in fair value of derivative liability | $ (1,059,318) | $ (44,315,804) | [4] | |||
Derivative liability loss on issuance | 80,246 | [4] | ||||
Non-cash interest expense for warrants and commitment shares issued with convertible debt | 13,143 | [8] | ||||
Loss/(gain) on extinguishment of debt | 126,016 | 38,990 | [2],[4] | |||
(Gain) on settlements | $ (22,000) | 22,000 | (171,191) | [5] | ||
Change in Assets and Liabilities: | ||||||
Accounts receivable | (81,347) | (214,679) | [1] | |||
Other Current Assets | [1] | |||||
Other Assets | [13] | |||||
Related Party Payable | 2,419 | [11] | ||||
Accounts payable | 3,501 | 12,170 | [1] | |||
Accrued liabilities | 510,644 | 682,611 | [2] | |||
Litigation liabilities | (30,000) | |||||
Accrued interest and fee conversions (non-cash change) | 22,928 | 92,065 | [2] | |||
Accrued Interest Payable | [2] | |||||
Net Cash (Used in) Operating Activities | (52,870) | (237,945) | ||||
Cash Flows from Investing Activities | ||||||
Net Cash (Used in) Investing Activities | ||||||
Cash Flows from Financing Activities | ||||||
Proceeds from convertible debt | 55,000 | [14] | ||||
Related party advances | 261,265 | 488,352 | [11] | |||
Repayment of related party advances | (261,265) | (488,352) | [11] | |||
Net Cash Provided by Financing Activities | 55,000 | |||||
Net increase in cash and cash equivalents | ||||||
Net change in cash | (182,945) | |||||
Cash at Beginning of Period | 71,043 | [1] | 253,988 | |||
Cash at End of Period | 18,173 | 71,043 | [1] | |||
Supplemental Disclosures | ||||||
Cash paid for interest | 52,496 | |||||
Conversions of debt and related accrued interest and fees | 167,578 | 1,082,830 | [15] | |||
Common Shares Issued for Debt Conversions | [15] | |||||
Related Party [Member] | ||||||
Liabilities | ||||||
Related party payables | 2,419 | [11] | ||||
Line of credit - related party | 483,677 | 483,677 | ||||
Previously Reported [Member] | ||||||
Assets | ||||||
Total assets (all current) | 462,814 | |||||
Liabilities | ||||||
Accounts payable | 253,286 | |||||
Accrued liabilities | 233,688 | |||||
Convertible notes payable, net | 208,930 | |||||
Derivative liability | ||||||
Litigation liabilities | ||||||
Total liabilities (all current) | 1,840,499 | |||||
Stockholders’ Deficit | ||||||
Series A1 Voting Preferred Stock | ||||||
Common Stock | 592,916 | |||||
Additional paid-in capital | 12,169,839 | |||||
Accumulated deficit | (14,140,439) | |||||
Balance | (1,377,685) | |||||
Total liabilities and stockholders’ deficit | 462,814 | |||||
Staffing and consulting revenues | 2,270,535 | |||||
Cost of staffing and consulting revenues | (1,132,416) | |||||
Gross Profit | 1,138,119 | |||||
Operating expenses | 1,467,457 | |||||
Operating loss | (329,337) | |||||
Other income (expense) | ||||||
Other income (expense) | (109,477) | |||||
Credit charges and debt adjustments | (671,408) | |||||
Interest expense | (15,120) | |||||
Change in fair value of derivative liability | ||||||
Loss on derivative liability at issuance | ||||||
Gain on settlements | ||||||
(Loss) on extinguishment of debt | ||||||
Total Other Income | (796,005) | |||||
Net Income/(Loss) | $ (1,125,342) | |||||
Basic weighted average common shares outstanding | 592,462,070 | |||||
Diluted weighted average common shares outstanding | 592,462,070 | |||||
Basic income per share | $ 0.002 | |||||
Diluted income per share | $ 0.002 | |||||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
Change in fair value of derivative liability | ||||||
Derivative liability loss on issuance | ||||||
Loss/(gain) on extinguishment of debt | ||||||
(Gain) on settlements | ||||||
Change in Assets and Liabilities: | ||||||
Accounts receivable | (189,174) | |||||
Other Current Assets | (25,106) | |||||
Other Assets | (4,141,587) | |||||
Related Party Payable | 488,352 | |||||
Accounts payable | 208,999 | |||||
Accrued liabilities | (1,732,673) | |||||
Litigation liabilities | ||||||
Accrued interest and fee conversions (non-cash change) | ||||||
Accrued Interest Payable | (99,445) | |||||
Net Cash (Used in) Operating Activities | (6,615,976) | |||||
Cash Flows from Investing Activities | ||||||
Net Cash (Used in) Investing Activities | ||||||
Cash Flows from Financing Activities | ||||||
Proceeds from convertible debt | 6,348,521 | |||||
Related party advances | ||||||
Repayment of related party advances | ||||||
Net Cash Provided by Financing Activities | 6,348,521 | |||||
Net increase in cash and cash equivalents | ||||||
Net change in cash | (267,455) | |||||
Cash at Beginning of Period | 80,383 | 347,838 | ||||
Cash at End of Period | 80,383 | |||||
Supplemental Disclosures | ||||||
Cash paid for interest | ||||||
Conversions of debt and related accrued interest and fees | ||||||
Common Shares Issued for Debt Conversions | 387,799,137 | |||||
Previously Reported [Member] | Related Party [Member] | ||||||
Liabilities | ||||||
Related party payables | 660,919 | |||||
Line of credit - related party | 483,677 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||
Assets | ||||||
Total assets (all current) | 7,869 | |||||
Liabilities | ||||||
Accounts payable | (206,828) | |||||
Accrued liabilities | 677,105 | |||||
Convertible notes payable, net | 1,817,215 | |||||
Derivative liability | 1,226,024 | |||||
Litigation liabilities | 534,655 | |||||
Total liabilities (all current) | 3,387,253 | |||||
Stockholders’ Deficit | ||||||
Series A1 Voting Preferred Stock | 800 | |||||
Common Stock | (587,025) | |||||
Additional paid-in capital | 966,788 | |||||
Accumulated deficit | (3,355,713) | |||||
Balance | (3,379,384) | |||||
Total liabilities and stockholders’ deficit | 7,869 | |||||
Staffing and consulting revenues | 68,444 | |||||
Cost of staffing and consulting revenues | (101,827) | |||||
Gross Profit | (33,383) | |||||
Operating expenses | (396,874) | |||||
Operating loss | 363,491 | |||||
Other income (expense) | ||||||
Other income (expense) | 109,477 | |||||
Credit charges and debt adjustments | 671,408 | |||||
Interest expense | (812,288) | |||||
Change in fair value of derivative liability | 44,315,804 | |||||
Loss on derivative liability at issuance | (80,246) | |||||
Gain on settlements | 171,191 | |||||
(Loss) on extinguishment of debt | (38,990) | |||||
Total Other Income | 44,336,356 | |||||
Net Income/(Loss) | $ 44,699,846 | |||||
Basic weighted average common shares outstanding | (181,666,076) | |||||
Diluted weighted average common shares outstanding | 574,496,982 | |||||
Basic income per share | $ 0.108 | |||||
Diluted income per share | $ 0.038 | |||||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
Change in fair value of derivative liability | $ (44,315,804) | |||||
Derivative liability loss on issuance | 80,246 | |||||
Non-cash interest expense for warrants and commitment shares issued with convertible debt | 13,143 | |||||
Loss/(gain) on extinguishment of debt | 38,990 | |||||
(Gain) on settlements | (171,191) | |||||
Change in Assets and Liabilities: | ||||||
Accounts receivable | (25,505) | |||||
Other Current Assets | 25,106 | |||||
Other Assets | 4,141,587 | |||||
Related Party Payable | (488,352) | |||||
Accounts payable | (196,829) | |||||
Accrued liabilities | 2,415,284 | |||||
Litigation liabilities | (30,000) | |||||
Accrued interest and fee conversions (non-cash change) | 92,065 | |||||
Accrued Interest Payable | 99,445 | |||||
Net Cash (Used in) Operating Activities | 6,378,031 | |||||
Cash Flows from Investing Activities | ||||||
Net Cash (Used in) Investing Activities | ||||||
Cash Flows from Financing Activities | ||||||
Proceeds from convertible debt | (6,293,521) | |||||
Related party advances | 488,352 | |||||
Repayment of related party advances | (488,352) | |||||
Net Cash Provided by Financing Activities | (6,293,521) | |||||
Net increase in cash and cash equivalents | ||||||
Net change in cash | 84,510 | |||||
Cash at Beginning of Period | $ (9,340) | (93,850) | ||||
Cash at End of Period | (9,340) | |||||
Supplemental Disclosures | ||||||
Cash paid for interest | 52,496 | |||||
Conversions of debt and related accrued interest and fees | 1,082,830 | |||||
Common Shares Issued for Debt Conversions | (387,799,137) | |||||
Revision of Prior Period, Adjustment [Member] | Related Party [Member] | ||||||
Liabilities | ||||||
Related party payables | (660,919) | |||||
Line of credit - related party | ||||||
[1]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.[2]Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.”[3]In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes.[4] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.[5]During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements.[6]The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders’ equity and has recognized it in these financial statements.[7]This adjustment corrects the par value of the Company’s common stock to $ 0.00001 0.001 621,392 |
SCHEDULE OF RESTATEMENT OF PR_2
SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 29, 2020 | |
Accounting Changes and Error Corrections [Abstract] | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.001 | ||
Retained earnings accumulated deficit | $ 17,500,100 | $ 17,900,387 | [1] | $ 621,392 | ||
[1]Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments to December 31, 2020 of $ 621,392 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 18,173 | |||
Current assets | 499,160 | $ 470,683 | [1] | |
Current liabilities | 4,688,364 | 5,227,752 | ||
Accumulated deficit | $ 17,500,100 | $ 17,900,387 | [2] | $ 621,392 |
[1]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.[2]Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments to December 31, 2020 of $ 621,392 |
SCHEDULE OF ISSUED SHARES OF CO
SCHEDULE OF ISSUED SHARES OF COMMON STOCK (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||||||||||||||||||||||
Debt Conversions, Shares | 108,387,230 | 202,034,769 | 94,422,153 | 89,546,307 | 317,275,794 | 191,823,332 | 470,421,691 | 109,471,307 | 33,473,076 | 31,730,769 | 30,576,923 | 29,280,923 | 27,479,758 | 50,933,436 | 24,200,000 | 72,919,883 | 19,700,000 | 129,868,042 | 41,990,634 | 9,000,000 | 1,708,444,274 | 376,091,753 | |
Debt Conversions, Amount | $ 7,045 | $ 12,417 | $ 6,137 | $ 5,821 | $ 24,424 | $ 12,147 | $ 58,172 | $ 11,347 | $ 4,352 | $ 8,250 | $ 7,950 | $ 9,516 | $ 12,503 | $ 44,478 | $ 84,700 | $ 216,970 | $ 68,950 | $ 454,954 | $ 168,775 | $ 31,500 | $ 167,578 | $ 1,082,830 | |
Warrants Exercised, Shares | 19,981,656 | 9,861,338 | 4,227,238 | 34,070,232 | |||||||||||||||||||
Warrants Exercised, Amount | |||||||||||||||||||||||
Commitment Shares, Shares | 1,428,571 | 1,428,571 | |||||||||||||||||||||
Commitment Shares, Amount | $ 13,143 | $ 13,143 | |||||||||||||||||||||
Returned to Treasury, Shares | (3,000,000) | (3,000,000) | |||||||||||||||||||||
Returned to Treasury, Amount |
SUMMARY OF OUTSTANDING WARRANTS
SUMMARY OF OUTSTANDING WARRANTS (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding, beginning balance | 109,971,318 | 150,302,746 |
Issued | ||
Exercised | (40,331,428) | |
Expired or cancelled | ||
Warrants outstanding, ending balance | 109,971,318 | 109,971,318 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2020 | Dec. 29, 2020 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 | ||
Common stock par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.001 |
Common stock, shares issued | 2,297,512,885 | 589,068,581 | ||
Common stock, shares outstanding | 2,297,512,885 | 589,068,581 | ||
Common shares reserved for convertible debtholders | 15,279,469,715 | 14,370,551,896 | ||
Series A1 Voting Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 800,000 | |||
Preferred stock, par value | $ 0.00001 | |||
Preferred stock, shares outstanding | entitles the holders to a 51% supermajority vote | |||
Preferred stock, shares outstanding | 800,000 | 800,000 |
SCHEDULE OF INPUTS TO VALUE OF
SCHEDULE OF INPUTS TO VALUE OF DERIVATIVE LIABILITY (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 4.56 | 1.63 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 5.46 | 4.76 |
Measurement Input, Maturity [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 1 year | 1 year |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 255 | 232 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 556 | 254 |
Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability measurement input | 0 | 0 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Dec. 23, 2021 | Nov. 19, 2021 | Nov. 10, 2021 | Nov. 04, 2021 | Sep. 09, 2021 | Sep. 07, 2021 | Sep. 02, 2021 | Sep. 01, 2021 | Aug. 20, 2021 | Aug. 10, 2021 | Aug. 09, 2021 | Aug. 06, 2021 | Jul. 28, 2021 | Jul. 14, 2021 | Jun. 25, 2021 | Jun. 09, 2021 | May 18, 2021 | Apr. 20, 2021 | Apr. 16, 2019 | Aug. 29, 2018 | Aug. 01, 2018 | |
August 1, 2008 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [1] | $ 35,000 | ||||||||||||||||||||
Purchase Price | [1] | $ 35,000 | ||||||||||||||||||||
Interest | [1] | 10% | ||||||||||||||||||||
Default Interest | [1] | 12% | ||||||||||||||||||||
Maturity | [1] | Apr. 28, 2019 | ||||||||||||||||||||
August 29, 2018 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [2],[3] | $ 112,750 | ||||||||||||||||||||
Purchase Price | [2],[3] | $ 112,750 | ||||||||||||||||||||
Interest | [2],[3] | 12% | ||||||||||||||||||||
Default Interest | [2],[3] | 24% | ||||||||||||||||||||
Maturity | [2],[3] | May 29, 2019 | ||||||||||||||||||||
April 16, 2019 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [4] | $ 112,750 | ||||||||||||||||||||
Purchase Price | [4] | $ 112,750 | ||||||||||||||||||||
Interest | [4] | 10% | ||||||||||||||||||||
Default Interest | [4] | 12% | ||||||||||||||||||||
Maturity | [4] | Apr. 16, 2020 | ||||||||||||||||||||
April 20, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 31,797 | ||||||||||||||||||||
Purchase Price | [5] | $ 31,797 | ||||||||||||||||||||
Interest | [5] | 10% | ||||||||||||||||||||
Default Interest | [6] | 22% | ||||||||||||||||||||
Maturity | [5] | Apr. 20, 2023 | ||||||||||||||||||||
April 20, 2021 Two [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 31,797 | ||||||||||||||||||||
Purchase Price | [5] | $ 31,797 | ||||||||||||||||||||
Interest | [5] | 10% | ||||||||||||||||||||
Default Interest | [5] | 22% | ||||||||||||||||||||
Maturity | [5] | Apr. 20, 2023 | ||||||||||||||||||||
May 18, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 88,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 80,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | May 18, 2022 | ||||||||||||||||||||
June 9, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [6] | $ 43,750 | ||||||||||||||||||||
Purchase Price | [6] | $ 43,750 | ||||||||||||||||||||
Interest | [6] | 10% | ||||||||||||||||||||
Default Interest | [6] | 22% | ||||||||||||||||||||
Maturity | [6] | Jun. 09, 2022 | ||||||||||||||||||||
June 9, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 88,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 80,000 | ||||||||||||||||||||
Interest | [3],[5] | 12% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Jun. 09, 2022 | ||||||||||||||||||||
June 25, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 110,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 100,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Jun. 25, 2022 | ||||||||||||||||||||
June 14, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [6] | $ 43,750 | ||||||||||||||||||||
Purchase Price | [6] | $ 43,750 | ||||||||||||||||||||
Interest | [6] | 10% | ||||||||||||||||||||
Default Interest | [6] | 22% | ||||||||||||||||||||
Maturity | [6] | Jun. 09, 2022 | ||||||||||||||||||||
July 28, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 600,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 500,000 | ||||||||||||||||||||
Maturity | [3],[5] | Jul. 06, 2022 | ||||||||||||||||||||
August 6, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 110,000 | ||||||||||||||||||||
Purchase Price | [5] | $ 110,000 | ||||||||||||||||||||
Interest | [5] | 8% | ||||||||||||||||||||
Default Interest | [5] | 15% | ||||||||||||||||||||
Maturity | [5] | Aug. 06, 2022 | ||||||||||||||||||||
August 9, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 333,333 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 300,000 | ||||||||||||||||||||
Interest | [3],[5] | 12% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Aug. 09, 2022 | ||||||||||||||||||||
August 9, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 137,500 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 125,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Aug. 09, 2022 | ||||||||||||||||||||
August 10, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 200,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 180,000 | ||||||||||||||||||||
Interest | [3],[5] | 12% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Aug. 10, 2022 | ||||||||||||||||||||
August 10, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 110,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 100,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Aug. 06, 2022 | ||||||||||||||||||||
August 20, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 100,000 | ||||||||||||||||||||
Purchase Price | [5] | $ 100,000 | ||||||||||||||||||||
Interest | [5] | 12% | ||||||||||||||||||||
Default Interest | [5] | 24% | ||||||||||||||||||||
Maturity | [5] | Aug. 20, 2022 | ||||||||||||||||||||
August 20, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 100,000 | ||||||||||||||||||||
Purchase Price | [5] | $ 100,000 | ||||||||||||||||||||
Interest | [5] | 12% | ||||||||||||||||||||
Default Interest | [5] | 24% | ||||||||||||||||||||
Maturity | [5] | Aug. 20, 2022 | ||||||||||||||||||||
August 20, 2021 Two [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 100,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 100,000 | ||||||||||||||||||||
Interest | [3],[5] | 12% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Aug. 20, 2022 | ||||||||||||||||||||
September 1, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 55,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 50,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Sep. 01, 2022 | ||||||||||||||||||||
September 1, 2021 One [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 27,500 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 25,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Sep. 01, 2022 | ||||||||||||||||||||
September 1, 2021 Two [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 27,500 | ||||||||||||||||||||
Purchase Price | [5] | $ 25,000 | ||||||||||||||||||||
Interest | [5] | 8% | ||||||||||||||||||||
Default Interest | [5] | 15% | ||||||||||||||||||||
Maturity | [5] | Sep. 01, 2022 | ||||||||||||||||||||
September 1, 2021 Three [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 27,500 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 25,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Sep. 01, 2022 | ||||||||||||||||||||
September 2, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 155,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 140,000 | ||||||||||||||||||||
Interest | [3],[5] | 12% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Sep. 02, 2022 | ||||||||||||||||||||
September 7, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 34,500 | ||||||||||||||||||||
Purchase Price | [5] | $ 34,500 | ||||||||||||||||||||
Interest | [5] | 8% | ||||||||||||||||||||
Default Interest | [5] | 15% | ||||||||||||||||||||
Maturity | [5] | Sep. 07, 2022 | ||||||||||||||||||||
September 9, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[5] | $ 11,000 | ||||||||||||||||||||
Purchase Price | [3],[5] | $ 10,000 | ||||||||||||||||||||
Interest | [3],[5] | 8% | ||||||||||||||||||||
Default Interest | [3],[5] | 15% | ||||||||||||||||||||
Maturity | [3],[5] | Sep. 09, 2022 | ||||||||||||||||||||
November 10, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [3],[7] | $ 137,500 | ||||||||||||||||||||
Purchase Price | [3],[7] | $ 125,000 | ||||||||||||||||||||
Interest | [3],[7] | 8% | ||||||||||||||||||||
Default Interest | [3],[7] | 15% | ||||||||||||||||||||
Maturity | [3],[7] | Nov. 10, 2022 | ||||||||||||||||||||
November 19, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 136,000 | ||||||||||||||||||||
Purchase Price | [5] | $ 124,000 | ||||||||||||||||||||
Interest | [5] | 12% | ||||||||||||||||||||
Default Interest | [5] | 15% | ||||||||||||||||||||
Maturity | [5] | Nov. 19, 2022 | ||||||||||||||||||||
December 23, 2021 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [5] | $ 130,000 | ||||||||||||||||||||
Purchase Price | [5] | $ 130,000 | ||||||||||||||||||||
Interest | [5] | 8% | ||||||||||||||||||||
Default Interest | [5] | 15% | ||||||||||||||||||||
Maturity | [5] | Dec. 23, 2022 | ||||||||||||||||||||
November 4, 2022 [Member] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||
Principal | [6] | $ 55,000 | ||||||||||||||||||||
Purchase Price | [6] | $ 55,000 | ||||||||||||||||||||
Interest | [6] | 10% | ||||||||||||||||||||
Default Interest | [6] | 22% | ||||||||||||||||||||
Maturity | [6] | Nov. 04, 2023 | ||||||||||||||||||||
[1]Converts at fixed price of $ 2.50 Converts at lesser of: (i) lowest trade price in previous 25 days on OTC Pink, OTCQB, or other applicable market, or (ii) 58% times the average last two lowest trade prices in 25 previous trading days. These notes provide for the conversion price to be adjusted downward in the event of a new issuance of convertible debt at a lower conversion price. Management determined the financial statement impact to be immaterial for the periods presented. Converts at fixed price of $ 2.50 Converts at fixed price of $ 0.0035 Converts at 61% of the average last 2 lowest trade prices in 20 previous trading days. Converts at fixed price of $ 0.05 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES (Details) (Parenthetical) | Dec. 31, 2023 $ / shares |
Debt Disclosure [Abstract] | |
Share price | $ 2.50 |
Share price | 0.0035 |
Share price | $ 0.05 |
CONVERTIBLE NOTES PAYABLE, NE_2
CONVERTIBLE NOTES PAYABLE, NET (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Derivative liabilities | $ 80,246 | [1] | |
Interest expense | $ 430,247 | $ 827,408 | |
Debt conversion common shares issued | 1,708,444,274 | 376,091,753 | |
Debt conversion common shares amount | $ 167,578 | $ 1,082,830 | |
Convertible debt outstanding | 1,881,495 | 2,026,145 | [2] |
Accrued liabilities | 1,291,796 | 885,793 | |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term convertible notes | $ 0 | $ 55,000 | |
[1] In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.[2]In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes. |
SCHEDULE OF RELATED PARTY ACTIV
SCHEDULE OF RELATED PARTY ACTIVITIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | |||
Payments to related parties | $ 46,000 | ||
Payments from related parties | |||
Accrued and unpaid compensation | $ 2,419 | 0 | |
Srikumar Vanamali [Member] | Compensation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Chairman of the Board, CEO, CFO, holds 100% of outstanding Series A1 Voting Preferred Stock | ||
Related parties nature of activity | Compensation | ||
Payments to related parties | $ 247,580 | 312,656 | |
Payments from related parties | |||
Srikumar Vanamali [Member] | Advances To Company [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties nature of activity | [1] | Advances to company | |
Payments to related parties | |||
Payments from related parties | $ 261,265 | 488,352 | |
Srikumar Vanamali [Member] | Repayment Of Advances [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties nature of activity | [1] | Repayment of advances | |
Payments to related parties | $ 261,265 | 488,352 | |
Payments from related parties | |||
FCP Holdings [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Entity affiliated with Shaheed Bailey, Director | ||
Related parties nature of activity | Indirect compensation | ||
Payments to related parties | 10,000 | ||
Payments from related parties | |||
Joseph Frontiere [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Director, Former CEO | ||
Related parties nature of activity | [2] | Unclear | |
Payments to related parties | 110,493 | ||
Payments from related parties | |||
27 Health LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Entity controlled and/or heavily influenced by Mr. Frontiere in his capacity as Executive Chairman | ||
Related parties nature of activity | [2] | Unclear | |
Payments to related parties | 49,500 | ||
Payments from related parties | |||
Quad M Solutions [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Entity controlled by Mr. Frontiere, who serves as its Chairman of the Board, CEO and Interim CFO | ||
Related parties nature of activity | [3] | Staffing and consulting revenues, net of payments out | |
Payments to related parties | $ 8,000 | 13,000 | |
Payments from related parties | 171,000 | 437,500 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to related parties | 516,845 | 984,001 | |
Payments from related parties | $ 432,265 | 925,852 | |
Advisory Consulting Corp [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | Unclear | ||
Related parties nature of activity | Consulting - General/Undefined | ||
Payments to related parties | 25,000 | ||
Payments from related parties | |||
Denise Kamish [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | [4] | Unclear | |
Related parties nature of activity | [5],[6] | Consulting - General/Undefined | |
Payments to related parties | 4,000 | ||
Payments from related parties | |||
Iris Desimone [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | [4] | Unclear | |
Related parties nature of activity | [5],[6] | Consulting - General/Undefined | |
Payments to related parties | 4,000 | ||
Payments from related parties | |||
Jaclyn Castro [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | [4] | Unclear | |
Related parties nature of activity | [5],[6] | Consulting - Accounting/Bookkeeping | |
Payments to related parties | 9,000 | ||
Payments from related parties | |||
Lori Castro [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties relationship description | [4] | Unclear | |
Related parties nature of activity | [5],[6] | Consulting - Accounting/Bookkeeping | |
Payments to related parties | 4,000 | ||
Payments from related parties | |||
[1]As of December 31, 2023 and 2022, the Company was indebted to Mr. Vanamali for $ 0 0 2,419 $0 $152,500 $83,500 232,000 472,500 |
SCHEDULE OF RELATED PARTY ACT_2
SCHEDULE OF RELATED PARTY ACTIVITIES (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | |||
Selling general and administrative expenses | $ 709,639 | $ 935,521 | |
Selling general and administrative expenses | 2,972 | ||
Outstanding accounts receivable | 480,987 | 399,640 | |
Revenues recognized | 2,095,545 | 2,338,979 | [1] |
27 Health LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Selling general and administrative expenses | 107,521 | ||
Quad M Solutions [Member] | |||
Related Party Transaction [Line Items] | |||
Outstanding accounts receivable | 152,500 | 83,500 | |
Quad M Solutions [Member] | Consulting [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues recognized | 232,000 | 472,500 | |
Srikumar Vanamali [Member] | |||
Related Party Transaction [Line Items] | |||
Related party advances | $ 0 | $ 0 | |
[1]Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Credit Agreement [Member] - USD ($) | Mar. 01, 2015 | Dec. 31, 2022 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate during period | 6% | ||
Line of credit amount | $ 483,677 | $ 483,677 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income taxes | $ 400,287 | $ 43,574,504 |
Permanent book-tax differences | (911,302) | (44,367,759) |
Temporary book-tax differences | ||
Net taxable (loss) | $ (511,015) | $ (793,255) |
Income tax rate | 21% | 21% |
Income tax recovery | $ (107,313) | $ (166,584) |
Valuation allowance change | 107,313 | 166,584 |
Provision for income taxes |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,349,670 | $ 2,242,357 |
Valuation allowance | (2,349,670) | (2,242,357) |
Net deferred income tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax provision | $ 0 | $ 0 | |
Federal income tax rate | 21% | 21% | |
Blended income tax rate | 21% | ||
State income tax rate | 0% |
CONCENTRATIONS, COMMITMENTS A_2
CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Apr. 25, 2023 | Oct. 12, 2022 | Sep. 12, 2022 | Aug. 15, 2022 | Aug. 10, 2022 | Oct. 05, 2021 | Mar. 22, 2019 | Oct. 09, 2018 | Dec. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 11, 2022 | Dec. 31, 2021 | Sep. 13, 2019 | Oct. 16, 2018 | |||
Product Information [Line Items] | |||||||||||||||||||
Accrued interests | $ 910,793 | $ 1,421,437 | $ 910,793 | ||||||||||||||||
Settlement liabilities | 534,655 | [1] | 556,655 | 534,655 | [1] | ||||||||||||||
Gain loss on judgments and settlements | $ 22,000 | (22,000) | 171,191 | [1] | |||||||||||||||
(Gain) on settlements | $ (22,000) | 22,000 | (171,191) | [1] | |||||||||||||||
EMA Financial LLC [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Convertible notes | $ 20,333 | $ 195,250 | |||||||||||||||||
EMA Financial LLC [Member] | Mutual Settlement and Release Agreement [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Payments for legal settlements | $ 200,000 | ||||||||||||||||||
Payment of outstanding interests | $ 13,124 | $ 13,124 | $ 26,248 | $ 52,496 | |||||||||||||||
Accrued interests | 0 | 0 | $ 34,137 | ||||||||||||||||
C6 Capital LLC [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Settlement liabilities | 534,655 | 534,655 | 534,655 | $ 534,655 | |||||||||||||||
Business Merchant Funding [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Settlement liabilities | 0 | $ 0 | 0 | ||||||||||||||||
Proceeds from legal settlement | $ 151,191 | ||||||||||||||||||
EIN Cap Inc [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Payments for legal settlements | 12,500 | ||||||||||||||||||
Settlement liabilities | 0 | $ 0 | $ 0 | ||||||||||||||||
Proceeds from legal settlement | $ 943,182 | $ 50,000 | |||||||||||||||||
Gain loss related to litigation settlement | $ 893,182 | ||||||||||||||||||
Payments for legal settlements amount | 30,000 | ||||||||||||||||||
Remaining payment for legal settlements | $ 37,500 | ||||||||||||||||||
EIN Cap Inc [Member] | Two Confessions of Judgement One [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Proceeds from legal settlement | $ 471,591 | ||||||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Customer C accounts receivable | 11% | 21% | |||||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Customer C accounts receivable | 13% | ||||||||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Customer C accounts receivable | 32% | 21% | |||||||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Customer C accounts receivable | 10% | ||||||||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||||||||||||||||||
Product Information [Line Items] | |||||||||||||||||||
Customer C accounts receivable | 13% | 14% | |||||||||||||||||
[1]During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||
Common stock at a fixed rate of per share | $ 0.0035 | |
Subsequent Event [Member] | Convertible Debt [Member] | ||
Subsequent Event [Line Items] | ||
One interest charge rate percent | 15% | |
Subsequent Event [Member] | Convertible Debt [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Convertible notes | $ 74,000 | |
Net proceeds from convertible notes | $ 60,000 | |
One interest charge rate percent | 10% | |
Common stock at a fixed rate of per share | $ 0.0001 |