Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55726 | |
Entity Registrant Name | THE CRYPTO COMPANY | |
Entity Central Index Key | 0001688126 | |
Entity Tax Identification Number | 46-4212105 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 23823 Malibu Road | |
Entity Address, Address Line Two | # 50477 | |
Entity Address, City or Town | Malibu | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90265 | |
City Area Code | (424) | |
Local Phone Number | 228-9955 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 309,809,873 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,435 | $ 110,606 |
Prepaid expenses | 3,750 | 81,317 |
Total current assets | 24,185 | 191,923 |
Fixed assets | 50,000 | |
Goodwill | 740,469 | 740,469 |
Intangible assets | 541,670 | 574,169 |
TOTAL ASSETS | 1,306,324 | 1,556,561 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,632,066 | 2,265,548 |
Notes payable, net | 2,440,845 | 2,211,353 |
Total current liabilities | 5,072,911 | 4,476,901 |
Convertible debt | 125,000 | 125,000 |
Notes payable - other | 13,510 | 14,100 |
TOTAL LIABILITIES | 5,211,421 | 4,616,001 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 208,688,464 and 23,950,380 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 208,688 | 23,950 |
Additional paid-in-capital | 39,340,646 | 36,448,046 |
Accumulated deficit | (43,454,431) | (39,531,436) |
TOTAL STOCKHOLDERS’ DEFICIT | (3,905,097) | (3,059,440) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,306,324 | $ 1,556,561 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 208,688,464 | 23,950,380 |
Common stock, shares outstanding | 208,688,464 | 23,950,380 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Services | $ 124,195 | $ 252,733 | $ 379,107 | $ 515,767 |
Cost of services | 14,900 | 94,532 | 248,136 | 266,292 |
Gross margin | 109,295 | 158,201 | 130,971 | 249,475 |
Operating expenses: | ||||
General and administrative expenses | 244,183 | 305,723 | 979,324 | 1,414,054 |
Amortization | 10,833 | 10,833 | 32,499 | 32,499 |
Depreciation | 32,708 | 76,319 | ||
Share-based compensation | 620,298 | 1,965,997 | ||
Total Operating Expenses | 368,834 | 530,752 | 1,632,121 | 3,488,869 |
Operating loss | (259,539) | (372,551) | (1,501,150) | (3,239,394) |
Other income | 4,100 | 25,775 | 85,865 | |
Loss on Sale of Equipment | (31,000) | |||
Interest expense | (99,306) | (47,286) | (2,416,621) | (1,671,486) |
Loss before provision for income taxes | (358,845) | (415,737) | (3,922,996) | (4,825,015) |
Provision for income taxes | ||||
Net (loss) | $ (358,845) | $ (415,737) | $ (3,922,996) | $ (4,825,015) |
Net income (loss) per share, Basic | $ 0 | $ (0.02) | $ (0.07) | $ (0.21) |
Net income (loss) per share, diluted | $ 0 | $ (0.02) | $ (0.07) | $ (0.21) |
Weighted average number of shares outstanding, Basic | 110,774,232 | 23,357,250 | 57,709,544 | 22,956,299 |
Weighted average number of shares outstanding, diluted | 110,774,232 | 23,357,250 | 57,709,544 | 22,956,299 |
Share-Based Payment Arrangement, Employee [Member] | ||||
Operating expenses: | ||||
Share-based compensation | $ 17,875 | $ 6,761 | $ 272,447 | |
Share-Based Payment Arrangement, Nonemployee [Member] | ||||
Operating expenses: | ||||
Share-based compensation | $ 113,818 | $ 163,612 | $ 613,537 | $ 1,693,550 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 22,205 | $ 32,830,497 | $ (33,868,518) | $ (1,015,817) |
Balance, shares at Dec. 31, 2021 | 22,205,248 | |||
Stock issued for cash | $ 8 | 26,232 | 26,240 | |
Stock issued for cash, shares | 8,000 | |||
Stock compensation expense in connection with issuance of common stock | $ 1,258 | 1,920,989 | 1,922,247 | |
Stock compensation expense in connection with issuance of common stock, shares | 1,258,075 | |||
Debt discount for warrants | 1,488,928 | 1,488,928 | ||
Net loss | (4,825,015) | (4,825,015) | ||
Stock issued in connection with warrant exercise | $ 73 | 43,677 | 43,750 | |
Stock issued in connection with warrant exercise, shares | 73,250 | |||
Return of shares for financing commitment | $ (63) | 63 | ||
Return of shares for financing commitment, shares | (62,500) | |||
Balance at Sep. 30, 2022 | $ 23,482 | 36,310,385 | (38,693,533) | (2,359,666) |
Balance, shares at Sep. 30, 2022 | 23,482,073 | |||
Beginning balance, value at Dec. 31, 2022 | $ 23,950 | 36,448,046 | (39,531,436) | (3,059,440) |
Balance, shares at Dec. 31, 2022 | 23,950,380 | |||
Stock issued for cash | $ 125 | 24,875 | 25,000 | |
Stock issued for cash, shares | 125,000 | |||
Stock compensation expense in connection with issuance of common stock | $ 1,666 | 386,409 | 388,075.05 | |
Stock compensation expense in connection with issuance of common stock, shares | 1,665,157 | |||
Debt discount for warrants | 2,031,499 | 2,031,499 | ||
Stock issued for loan payments | $ 182,948 | 449,818 | 632,766 | |
Stock issued for loan payments, shares | 182,947,927 | |||
Net loss | (3,922,996) | $ (3,922,996) | ||
Stock issued in connection with warrant exercise, shares | ||||
Balance at Sep. 30, 2023 | $ 208,689 | $ 39,340,647 | $ (43,454,432) | $ (3,905,097) |
Balance, shares at Sep. 30, 2023 | 208,688,464 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Sep. 30, 2022 |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued, price per share | $ 5 | $ 3.28 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) | $ (3,922,996) | $ (4,825,015) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 32,499 | 108,818 |
Share-based compensation | 620,298 | 1,965,997 |
Debt discount for warrants | 2,031,499 | 1,488,929 |
Loss on disposal of equipment | 31,000 | |
Prepaid expenses | 77,567 | (33,246) |
Accounts payable and accrued expenses | 366,518 | 197,932 |
Deferred revenue | 21,000 | |
Net cash provided by/used in operating activities | (763,615) | (1,075,585) |
Cash flows from investing activities: | ||
Purchase of computer equipment | (1,033,500) | |
Net cash used in investing activities | (1,033,500) | |
Cash flows from financing activities: | ||
Payment of notes payable | (195,702) | (39,265) |
Proceeds from issuance of notes payable | 844,146 | 2,132,472 |
Proceeds from common stock issuance | 25,000 | 26,240 |
Net cash provided by financing activities | 673,444 | 2,119,447 |
Net (decrease) increase in cash and cash equivalents | (90,171) | 10,362 |
Cash and cash equivalents at the beginning of the period | 110,606 | 75,699 |
Cash and cash equivalents at the end of the period | $ 20,435 | $ 86,061 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) Attributable to Parent | $ (358,845) | $ (415,737) | $ (3,922,996) | $ (4,825,015) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Organization and Description of the Business The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting, training, and educational and related services for distributed ledger technologies (“blockchain”), for corporate and individual clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. In recent periods the Company has generated revenues and incurred expenses primarily through these consulting and related operations. Unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in these condensed consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”). The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly-owned subsidiary of the Company. As a result of this acquisition, the operations of BTA became consolidated with Company operations on April 8, 2021. BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients. The Company’s accounting year-end is December 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of September 30, 2023, the Company had cash of $ 20,435 3,922,996 5,048,726 43,454,431 The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management’s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements as of December 31, 2022. The Company prepares its condensed consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. Basis of Presentation and Principles of Consolidation Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the valuation allowances of deferred taxes, and share-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. Cash and Cash Equivalents The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. Investments in Cryptocurrency Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its condensed consolidated financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of September 30, 2023, the Company had written off the value of its investments in cryptocurrency. Investments Non-cryptocurrency The Company previously invested in simple agreements for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of September 30, 2023, and December 31, 2022, the Company had written-off its investments in non- cryptocurrency. Business Combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition. Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the condensed consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of September 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service. Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and the difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company adopted ASC 606 as of January 1, 2018, using the modified retrospective transition method for contracts as of the date of initial application. There was no cumulative impact on the Company’s retained earnings. During the period ended September 30, 2023, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting and education services performed during the period ended September 30, 2023, meet more than one of the criteria above. Share-based Compensation In accordance with ASC No. 718, Compensation-Stock Compensation, the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in condensed financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the time over which employees and non- employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. Net Loss per Common Share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the nine-month periods ended September 30, 2023, and 2022, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 - GOODWILL AND INTANGIBLE ASSETS The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing, the Company delivered to the sellers a total of $ 600,000 150,000 1 201,439 604,317 4,860 As a result of the foregoing, the Company initially recorded goodwill of $ 1,349,457 740,469 650,000 54,166 During the nine months ended September 30, 2023, the Company recorded $ 32,499 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, which provided for total borrowings of up to $ 3,000,000 1,500,000 300,000 700,000 500,000 1,200,000 1,500,000 300,000 March 31, 2023 3% Interest expense for Notes Payable was $ 380,448 205,756 ● On June 10, 2020, the Company received a loan from the Small Business Administration of $ 14,100 3.75% 30 As of September 30, 2023, the balance remaining under the 2020 SBA Loan is $ 13,510 ● On February 24, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 300,000 275,000 August 24, 2022 10% Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2023, the balance remaining under the Feb. Note is $ 308,353 ● On April 7, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April SPA”) entered into with Efrat Investments LLC (“Efrat”) and issued a Promissory Note in the principal amount of $ 220,000 198,000 The Efrat Note had a maturity date of September 7, 2022 10% Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2023, the balancing remaining under the Efrat Note is $ 220,836 ● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 1,000,000 900,000 10% At the closing the Company repaid all obligations owed to AJB pursuant to a 10% 750,000 138,125 The May AJB Note had a maturity date of November 3, 2022 10% Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On December 29, 2022, the Company entered into a First Amendment to Promissory Note (the “May AJB Amendment”) to amend certain terms of the May AJB Note. Pursuant to the May AJB Amendment, AJB loaned the Company an additional $ 125,000 100,000 25,000 1,125,000 1,125,000 The Company used proceeds of the additional loan amount, in part, to satisfy in full all remaining obligations owed by the Company pursuant to a promissory note in the principal amount of $ 79,250 As of September 30, 2023, the balancing remaining under the May AJB Note is $ 1,091,547 ● On July 27, 2022, The Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry purchased a 10% 200,000 40,000 25,000 The Coventry Note bears interest at a rate of 10% 20,000 July 15, 2023 31,428.57 Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium. If an Event of Default (as defined in the Coventry Note) occurs, consistent with the terms of the Coventry Note, the Coventry Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion. In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Coventry Note, the Coventry Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% On April 24, 2023, the Company received a letter (the “Notice of Conversion”) from Coventry formally notifying the Company of an event of default under Section 7(a)(i) of the Coventry Note. The Company was in violation of covenants in the Coventry Note that require the Company to make the payment of any principal amount, guaranteed interest, or any other interest due under the Coventry Note, when due, subject to a five day cure period. Upon an event of default, consistent with the terms of the Coventry Note, the Coventry Note becomes convertible, in whole or in part, into shares of the Company’s Common Stock at Coventry’s option. As set forth in the Notice of Conversion, Coventry elected to convert $ 17,916.94 of principal and $ 2,083.06 of interest under the Coventry Note into Conversion Shares of the Company. With respect to the outstanding Coventry Note, Coventry has agreed to accept $ 15,000 7,500 ● On December 15, 2022, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Second Diagonal Note”) from the Company in the aggregate principal amount of $ 88,760 The Second Diagonal Note has a maturity date of December 9, 2023 12.0% 10,651 Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note. ● On January 10, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Third Diagonal Note”) from the Company in the aggregate principal amount of $ 79,250 The maturity date of the Third Diagonal Note is January 3, 2024 10% 22% 65% The conversion of the Third Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. The Company may prepay the Third Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Third Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Third Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. Pursuant to the Third Diagonal Note, as long as the Company has any obligations under the Third Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Third Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Third Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22% With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 ● On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (“Fast Capital”), and Fast Capital purchased a 10% 115,000 10,000 105,000 The maturity date of the Fast Capital Note is January 30, 2024 10% 24% For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180 th Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fast Capital Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 24% As of September 30, 2023, the balancing remaining under the Fast Capital Note is $ 120,208 ● On March 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Fourth Diagonal Note”) from the Company in the aggregate principal amount of $ 54,250 The maturity date of the Fourth Diagonal Note is March 2, 2024 10% 22% 65% The conversion of the Fourth Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. The Company may prepay the Fourth Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Fourth Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Fourth Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. Pursuant to the Fourth Diagonal Note, as long as the Company has any obligations under the Fourth Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets. The Fourth Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fourth Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note. With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 ● On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 550,000 500,000 10% 487,500 200,000 The maturity date of the AJB June Note is January 23, 2024 12% Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2023, the balancing remaining under the AJB June Note is $ 430,792 ● On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 500,000 425,000 405,000 The maturity date of the Nov. Note is May 10, 2024 12 18 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES The balance of outstanding Convertible Notes was $ 125,000 In June 2020, the Company issued Convertible Notes (“June 2020 Notes”) to an accredited investor for an aggregate amount of $ 5,000 mature in June 2025 5 50% In April 2020, the Company issued three Convertible Notes (“April 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in April 2025 5% 50% In February 2020, the Company issued three Convertible Notes (“February 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in February 2025 5% 50% Interest expense for Convertible Notes was $ 4,675 |
WARRANTS FOR COMMON STOCK
WARRANTS FOR COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Warrants For Common Stock | |
WARRANTS FOR COMMON STOCK | NOTE 7 – WARRANTS FOR COMMON STOCK As of September 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 March 2023 Common Stock March 8, 2028 $ 0.00001 474,780 March 2023 Common Stock March 13, 2028 $ 0.00001 7,000,000 April 2023 Common Stock April 14. 2028 $ 0.00001 1,000,000 May 2023 Common Stock May 12, 2028 $ 0.00001 1,500,000 June 2023 Common Stock June 23, 2028 $ 0.00001 1,500,000 The exercise price of the warrants is subject to adjustment from time to time, as provided therein, to prevent dilution of purchase rights granted thereunder. The warrants are considered indexed to the Company’s own stock and therefore no subsequent remeasurement is required. |
SUMMARY OF STOCK OPTIONS
SUMMARY OF STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS | NOTE 8 - SUMMARY OF STOCK OPTIONS On July 21, 2017, the Company’s board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the “Plan”), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the “Administrator”). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 Options granted generally vest over eighteen to thirty-six months. During the nine-month period ended September 30, 2023, the Company did not issue any stock options. 5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of September 30, 2023, there are outstanding stock option awards issued from the Plan covering a total of 2,281,429 shares of the Company’s common stock and there remain reserved for future awards 2,718,571 shares of the Company’s common stock. SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number of Shares Exercise Price Term (years) Intrinsic Value Options outstanding, on December 31, 2022 2,281,429 $ 2.26 3.25 - Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on September 30, 2023 2,281,429 $ 2.26 2.50 $ - Vested and exercisable 2,281,429 $ 2.26 2.50 $ - The Company recognized $ 0 The Company granted 6,713,093 . The Company recognized $ 511,527 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9- COMMITMENTS AND CONTINGENCIES Facility rent expense was $ 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS O n November 13, 2023, the Company borrowed funds pursuant to the terms of the Nov. SPA entered into with AJB, and issued the Nov. Note in a private transaction for a purchase price of $ 425,000 405,000 The maturity date of the Nov. Note is May 10, 2024 12 18 The Company provided various representations, warranties, and covenants to AJB in the Nov. SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Pursuant to the Nov. SPA, the Company also issued to AJB a pre-funded common stock warrant (the “Warrant”) to purchase up to 10,000,000 0.00001 The offer and sale of the Nov. Note and the Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. On November 13, 2023, the Company paid 1800 Diagonal Lending, LLC (“Diagonal”) an agreed upon settlement amount, $ 126,500 On November 13, 2023, the Company paid Coventry $ 7,500 15,000 On October 3, 2023, the Company entered into an Intellectual Property Assignment Agreement (the “IP Agreement”) with AllFi Technologies, Inc., a Delaware corporation (“AllFi Technologies”), pursuant to which the Company assigned to AllFi Technologies: (i) a sublicense of code instance managed by TelBill, LLC under the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between the Company and TelBill, LLC (“Code Licensing Commerical Agreement”), (ii) one runtime SaaS license for use by AllFi Technologies in the conduct of its coupon business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license, and (iii) one runtime SaaS license for use by AllFi Technologies in the conduct of its banking and marketplace business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license. The Company and AllFi Technologies have made customary representations, warranties, and covenants in the IP Agreement. Also on October 3, 2023, the Company entered into a subscription agreement (the “AllFi Technologies Subscription Agreement”) with AllFi Technologies, pursuant to which the Company has agreed to purchase from AllFi Technologies an aggregate of 501 50.1 100,000 On October 7, 2023, the Company sold an aggregate of 22,104,583 1.00 Subsequent to September 30, 2023 the Company issued common shares pursuant to the conversion of approximately $ 101,121,409 On August 31, 2023, the Company entered into a Code Licensing Commercial Agreement (the “Licensing Agreement”) with TelBill, LLC (“TelBill”), pursuant to which TelBill granted the Company a non-exclusive, worldwide, revocable, non-transferable, sublicensable, license to use and market its software and fin-tech products and services to the Company’s customers. In exchange, the Company agreed to pay TelBill a sum of $ 300,000 15 19.98 The Licensing Agreement has a one hundred year term or will continue until it is terminated in accordance with the provisions set forth in the Agreement. Each party may terminate the Agreement, upon written notice to the other party. Neither party may assign the Agreement, including through a change of control. The Agreement also contains customary representations, warranties and covenants, and the parties have also agreed to indemnify and hold each other harmless from claims and losses arising directly or indirectly from the Licensing Agreement under certain circumstances. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of September 30, 2023, the Company had cash of $ 20,435 3,922,996 5,048,726 43,454,431 The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Management’s Representation of Interim Condensed Consolidated Financial Statements | Management’s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements as of December 31, 2022. The Company prepares its condensed consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the valuation allowances of deferred taxes, and share-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. |
Investments in Cryptocurrency | Investments in Cryptocurrency Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its condensed consolidated financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of September 30, 2023, the Company had written off the value of its investments in cryptocurrency. |
Investments Non-cryptocurrency | Investments Non-cryptocurrency The Company previously invested in simple agreements for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of September 30, 2023, and December 31, 2022, the Company had written-off its investments in non- cryptocurrency. |
Business Combination | Business Combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the condensed consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of September 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service. |
Fair Value Measurements | Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and the difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company adopted ASC 606 as of January 1, 2018, using the modified retrospective transition method for contracts as of the date of initial application. There was no cumulative impact on the Company’s retained earnings. During the period ended September 30, 2023, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting and education services performed during the period ended September 30, 2023, meet more than one of the criteria above. |
Share-based Compensation | Share-based Compensation In accordance with ASC No. 718, Compensation-Stock Compensation, the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in condensed financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the time over which employees and non- employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. |
Net Loss per Common Share | Net Loss per Common Share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the nine-month periods ended September 30, 2023, and 2022, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same. |
WARRANTS FOR COMMON STOCK (Tabl
WARRANTS FOR COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants For Common Stock | |
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK | As of September 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 March 2023 Common Stock March 8, 2028 $ 0.00001 474,780 March 2023 Common Stock March 13, 2028 $ 0.00001 7,000,000 April 2023 Common Stock April 14. 2028 $ 0.00001 1,000,000 May 2023 Common Stock May 12, 2028 $ 0.00001 1,500,000 June 2023 Common Stock June 23, 2028 $ 0.00001 1,500,000 |
SUMMARY OF STOCK OPTIONS (Table
SUMMARY OF STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number of Shares Exercise Price Term (years) Intrinsic Value Options outstanding, on December 31, 2022 2,281,429 $ 2.26 3.25 - Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on September 30, 2023 2,281,429 $ 2.26 2.50 $ - Vested and exercisable 2,281,429 $ 2.26 2.50 $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Cash | $ 20,435 | $ 20,435 | |||
Net loss | 358,845 | $ 415,737 | 3,922,996 | $ 4,825,015 | |
Working capital | 5,048,726 | ||||
Accumulated deficit | $ 43,454,431 | $ 43,454,431 | $ 39,531,436 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Apr. 08, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Goodwill gross amount | $ 1,349,457 | $ 1,349,457 | ||||
Goodwill amount | 740,469 | 740,469 | $ 740,469 | |||
Remaining goodwill amount | 650,000 | 650,000 | ||||
Amortizable intangibles amortized | 54,166 | |||||
Amortization expenses | $ 10,833 | $ 10,833 | $ 32,499 | $ 32,499 | ||
Blockchain Training Alliance, Inc. [Member] | Stock purchase agreement [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments to acquire business | $ 600,000 | |||||
Aggregate shares of common stock | 201,439 | |||||
Aggregate shares of common stock value | $ 604,317 | |||||
Cash acquired from acquisition | 4,860 | |||||
Blockchain Training Alliance, Inc. [Member] | Stock purchase agreement [Member] | Promissory Note [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Debt instrument principal amount | $ 150,000 | |||||
Debt instrument interest rate | 1% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||||||||||||
Nov. 13, 2023 | Jun. 23, 2023 | Apr. 24, 2023 | Mar. 02, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Jan. 10, 2023 | Dec. 29, 2022 | Dec. 15, 2022 | Sep. 30, 2022 | Jul. 27, 2022 | May 03, 2022 | May 03, 2022 | Apr. 07, 2022 | Feb. 24, 2022 | Jan. 10, 2022 | Jun. 10, 2020 | Jan. 02, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2018 | Apr. 03, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loan | $ 13,510 | $ 14,100 | ||||||||||||||||||||||
Purchase price | $ 1,033,500 | |||||||||||||||||||||||
Purchase price | 844,146 | 2,132,472 | ||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | 1,091,547 | $ 79,250 | ||||||||||||||||||||||
Diagonal Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Diagonal settlement amount | $ 126,500 | |||||||||||||||||||||||
AJB Capital Investments LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 1,125,000 | |||||||||||||||||||||||
Additional loan | 125,000 | |||||||||||||||||||||||
Net proceeds | 100,000 | |||||||||||||||||||||||
Original issue discount | 25,000 | |||||||||||||||||||||||
Notes payable | $ 1,125,000 | |||||||||||||||||||||||
Coventry Enterprises, LLC [Member] | Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Diagonal settlement amount | 7,500 | |||||||||||||||||||||||
Coventry settlement amount | 15,000 | |||||||||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loans Payable, Noncurrent | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||
Diagonal settlement amount | $ 1,200,000 | |||||||||||||||||||||||
Coventry settlement amount | $ 300,000 | $ 300,000 | ||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2023 | |||||||||||||||||||||||
Interest rate | 3% | 3% | ||||||||||||||||||||||
Interest expense for notes payable | 380,448 | $ 205,756 | ||||||||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note One [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loans Payable, Noncurrent | 300,000 | |||||||||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Two [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loans Payable, Noncurrent | 700,000 | |||||||||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Three [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loans Payable, Noncurrent | $ 500,000 | |||||||||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 3,000,000 | |||||||||||||||||||||||
2020 SBA Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate | 3.75% | |||||||||||||||||||||||
Loans payable | $ 14,100 | |||||||||||||||||||||||
Debt instrument, term | 30 years | |||||||||||||||||||||||
Loan | 13,510 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Second Diagonal Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 88,760 | |||||||||||||||||||||||
Debt instrument maturity date | Dec. 09, 2023 | |||||||||||||||||||||||
Original issue discount | 12% | |||||||||||||||||||||||
Debt interest payment | $ 10,651 | |||||||||||||||||||||||
Debt instrument convertible percentage of stockprice | 75% | |||||||||||||||||||||||
Debt instrument conversion terms description | In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Third Diagonal Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 79,250 | |||||||||||||||||||||||
Debt instrument maturity date | Jan. 03, 2024 | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Original issue discount | 22% | |||||||||||||||||||||||
Debt instrument convertible percentage of stockprice | 65% | |||||||||||||||||||||||
Debt instrument conversion terms description | The conversion of the Third Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. | |||||||||||||||||||||||
Debt instrument payment term description | The Company may prepay the Third Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Third Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Third Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. | |||||||||||||||||||||||
Debt instrument interest description | Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Third Diagonal Note. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Fourth Diagonal Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 54,250 | $ 54,250 | ||||||||||||||||||||||
Debt instrument maturity date | Mar. 02, 2024 | |||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||
Original issue discount | 22% | 22% | ||||||||||||||||||||||
Debt instrument convertible percentage of stockprice | 65% | |||||||||||||||||||||||
Debt instrument conversion terms description | The conversion of the Fourth Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. | |||||||||||||||||||||||
Debt instrument payment term description | The Company may prepay the Fourth Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Fourth Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Fourth Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. | |||||||||||||||||||||||
Debt instrument interest description | Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | $ 1,000,000 | $ 300,000 | 308,353 | ||||||||||||||||||||
Debt instrument maturity date | Nov. 03, 2022 | Aug. 24, 2022 | ||||||||||||||||||||||
Interest rate | 10% | 10% | 10% | |||||||||||||||||||||
Purchase price | $ 900,000 | $ 275,000 | ||||||||||||||||||||||
Debt description | Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. | Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. | ||||||||||||||||||||||
Debt instrument principal amount | $ 750,000 | |||||||||||||||||||||||
Purchase price | $ 138,125 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB June Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 550,000 | 430,792 | ||||||||||||||||||||||
Debt instrument maturity date | Jan. 23, 2024 | |||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||||||||||
Purchase price | $ 487,500 | |||||||||||||||||||||||
Original issue discount | 10% | |||||||||||||||||||||||
Debt instrument interest description | Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB November Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||
Debt instrument maturity date | May 10, 2024 | |||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||
Purchase price | $ 425,000 | |||||||||||||||||||||||
Net proceeds | $ 405,000 | |||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | Maximum [Member] | AJB June Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Working capital and other general corporate cost | $ 200,000 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Efrat Investments LLC [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 220,000 | 220,836 | ||||||||||||||||||||||
Debt instrument maturity date | Sep. 07, 2022 | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Purchase price | $ 198,000 | |||||||||||||||||||||||
Debt description | Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Coventry Enterprises, LLC [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | |||||||||||||||||||||||
Debt instrument maturity date | Jul. 15, 2023 | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Debt description | If an Event of Default (as defined in the Coventry Note) occurs, consistent with the terms of the Coventry Note, the Coventry Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion. | |||||||||||||||||||||||
Debt instrument principal amount | $ 17,916.94 | |||||||||||||||||||||||
Original issue discount | $ 40,000 | |||||||||||||||||||||||
Restricted common shares | 25,000 | |||||||||||||||||||||||
Deemed earned | $ 20,000 | |||||||||||||||||||||||
Pecentage of unpaid guaranteed interest | 18% | |||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 2,083.06 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Coventry Enter Prise LLC Loan [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt monthy payments | $ 31,428.57 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Fast Capital LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 115,000 | $ 120,208 | ||||||||||||||||||||||
Debt instrument maturity date | Jan. 30, 2024 | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Net proceeds | $ 105,000 | |||||||||||||||||||||||
Original issue discount | $ 10,000 | |||||||||||||||||||||||
Original issue discount | 24% | |||||||||||||||||||||||
Debt instrument convertible percentage of stockprice | 60% | |||||||||||||||||||||||
Debt instrument payment term description | For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance. |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Convertible notes | $ 125,000 | $ 125,000 | ||||
Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 4,675 | $ 4,675 | ||||
Convertible Notes [Member] | Accredited Investors [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 5,000 | |||||
Debt instrument maturity date | mature in June 2025 | |||||
Debt instrument, interest rate, stated percentage | 5% | |||||
Debt conversion, converted instrument, rate | 50% | |||||
Convertible Notes [Member] | Three Accredited Investors [Member] | Three Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 22,500 | $ 22,500 | ||||
Debt instrument maturity date | mature in April 2025 | mature in February 2025 | ||||
Debt instrument, interest rate, stated percentage | 5% | 5% | ||||
Debt conversion, converted instrument, rate | 50% | 50% |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Warrant One [Member] | |
Issuance Date | September 2019 |
Exercisable for | Common Shares |
Expiration Date | Sep. 24, 2022 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 75,000 |
Warrant Two [Member] | |
Issuance Date | February 2020 |
Exercisable for | Common Shares |
Expiration Date | Feb. 06, 2030 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 10,000 |
Warrant Three [Member] | |
Issuance Date | February 2020 |
Exercisable for | Common Shares |
Expiration Date | Feb. 12, 2030 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 2,500 |
Warrant Four [Member] | |
Issuance Date | February 2020 |
Exercisable for | Common Shares |
Expiration Date | Feb. 19, 2030 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 10,000 |
Warrant Five [Member] | |
Issuance Date | April 2020 |
Exercisable for | Common Shares |
Expiration Date | Apr. 20, 2030 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 22,500 |
Warrant Six [Member] | |
Issuance Date | June 2020 |
Exercisable for | Common Shares |
Expiration Date | Jun. 09, 2030 |
Exercise Price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | 5,000 |
Warrant Seven [Member] | |
Issuance Date | March 2021 |
Exercisable for | Common Shares |
Expiration Date | Feb. 28, 2026 |
Exercise Price | $ / shares | $ 0.50 |
Number of shares outstanding under warrants | 362,500 |
Warrant Eight [Member] | |
Issuance Date | January 2022 |
Exercisable for | Common Shares |
Expiration Date | Jan. 12, 2025 |
Number of shares outstanding under warrants | 500,000 |
Warrant Nine [Member] | |
Issuance Date | February 2022 |
Exercisable for | Common Shares |
Expiration Date | Feb. 24, 2025 |
Exercise Price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | 200,000 |
Warrant Ten [Member] | |
Issuance Date | April 2022 |
Exercisable for | Common Shares |
Expiration Date | Apr. 07, 2025 |
Exercise Price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | 146,667 |
Warrant Eleven [Member] | |
Issuance Date | May 2022 |
Exercisable for | Common Stock |
Expiration Date | May 03, 2025 |
Exercise Price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | 750,000 |
Warrant Twelve [Member] | |
Issuance Date | March 2023 |
Exercisable for | Common Stock |
Expiration Date | Mar. 08, 2028 |
Exercise Price | $ / shares | $ 0.00001 |
Number of shares outstanding under warrants | 474,780 |
Warrant Thirteen [Member] | |
Issuance Date | March 2023 |
Exercisable for | Common Stock |
Expiration Date | Mar. 13, 2028 |
Exercise Price | $ / shares | $ 0.00001 |
Number of shares outstanding under warrants | 7,000,000 |
Warrant Fourteen [Member] | |
Issuance Date | April 2023 |
Exercisable for | Common Stock |
Expiration Date | Apr. 14, 2028 |
Exercise Price | $ / shares | $ 0.00001 |
Number of shares outstanding under warrants | 1,000,000 |
Warrant Fifteen [Member] | |
Issuance Date | May 2023 |
Exercisable for | Common Stock |
Expiration Date | May 12, 2028 |
Exercise Price | $ / shares | $ 0.00001 |
Number of shares outstanding under warrants | 1,500,000 |
Warrant Sixteen [Member] | |
Issuance Date | June 2023 |
Exercisable for | Common Stock |
Expiration Date | Jun. 23, 2028 |
Exercise Price | $ / shares | $ 0.00001 |
Number of shares outstanding under warrants | 1,500,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options outstanding, Beginning balance | 2,281,429 | |
Weighted average exercise price, options outstanding, beginning balance | $ 2.26 | |
Weighted Average Remaining Contractual Term (Years) | 2 years 6 months | 3 years 3 months |
Aggregate intrinsic value, options outstanding, beginning balance | ||
Number of options outstanding, options granted | ||
Weighted average exercise price, options granted | ||
Number of options outstanding, Options cancelled | ||
Weighted average exercise price, options canceled | ||
Number of options outstanding, Options exercised | ||
Weighted average exercise price, options exercised | ||
Number of options vested and outstanding, Ending balance | 2,281,429 | 2,281,429 |
Weighted average exercise price, options outstanding, ending balance | $ 2.26 | $ 2.26 |
Aggregate intrinsic value, options outstanding, ending balance | ||
Number of options outstanding, vested and exercisable | 2,281,429 | |
Weighted average exercise price, options vested and exercisable | $ 2.26 | |
Weighted average remaining contractual term years, Vested and exercisable | 2 years 6 months | |
Aggregate intrinsic value, options vested and exercisable |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Jul. 21, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation | $ 620,298 | $ 1,965,997 | |
Unrecognized compensation costs | 0 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation | $ 0 | ||
2017 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option award vesting, description | Options granted generally vest over eighteen to thirty-six months. | ||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option award vesting period | 10 years | ||
2017 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | 2,281,429 | |
[custom:CommonStockCapitalSharesRemainingReservedForFutureIssuance-0] | 2,718,571 | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 6,713,093 | ||
Share based compensation | $ 511,527 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Facility rent expense | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | |||||||||
Nov. 13, 2023 | Oct. 07, 2023 | Oct. 03, 2023 | Aug. 31, 2023 | Jul. 27, 2022 | May 03, 2022 | May 03, 2022 | Feb. 24, 2022 | Nov. 20, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||||||||
Purchase price | $ 844,146 | $ 2,132,472 | |||||||||
Purchase price of shares | 25,000 | $ 26,240 | |||||||||
Number of convertible securities issued, value | $ 632,766 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of convertible securities issued, value | $ 101,121,409 | ||||||||||
Subsequent Event [Member] | Diagonal Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Coventry settlement amount paid | $ 126,500 | ||||||||||
All Fi Technologies Subcription Agreement [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of new shares issued | 501 | ||||||||||
Percentage of current issued and outstanding shares | 50.10% | ||||||||||
Purchase price of shares | $ 100,000 | ||||||||||
Number of restricted common stock | 22,104,583 | ||||||||||
Purchase price | $ 1 | ||||||||||
Licensing Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Agreed amount as per agreement | $ 300,000 | ||||||||||
Net program profits | 15% | ||||||||||
Percentage of equity stake | 19.98% | ||||||||||
AJB Capital Investments LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase price | $ 138,125 | ||||||||||
Debt instrument maturity date | Nov. 03, 2022 | Aug. 24, 2022 | |||||||||
Interest rate | 10% | 10% | 10% | ||||||||
AJB Capital Investments LLC [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrant purchase | 10,000,000 | ||||||||||
Price per share | $ 0.00001 | ||||||||||
AJB Capital Investments LLC [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | AJB November Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase price | $ 425,000 | ||||||||||
Net proceeds | $ 405,000 | ||||||||||
Debt instrument maturity date | May 10, 2024 | ||||||||||
Interest rate | 12% | ||||||||||
Interest rate | 18% | ||||||||||
Coventry Enterprises, LLC [Member] | Subsequent Event [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Coventry settlement amount paid | $ 7,500 | ||||||||||
Coventry settlement amount | $ 15,000 | ||||||||||
Coventry Enterprises, LLC [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument maturity date | Jul. 15, 2023 | ||||||||||
Interest rate | 10% | ||||||||||
Number of restricted common stock | 25,000 |