Versus Systems (VS) S-4/A 22 Apr 24 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	VERSUS SYSTEMS INC.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 2
Entity Central Index Key	0001701963
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	A1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 4,689,007	$ 1,178,847
Receivables, net of allowance for credit losses (Note 5)	18,222	60,749
Prepaid expenses and other current assets	160,474	223,226
Total current assets	4,867,703	1,462,822
Restricted deposit (Note 6)	8,679	8,489
Deposits		100,000
Property and equipment, net (Note 7)	1,935	93,973
Intangible assets (Note 10)		6,393,364
Total Assets	4,878,317	8,058,648
Current liabilities
Accounts payable and accrued liabilities (Note 11, Note 12 and Note 14)	286,427	522,012
Deferred revenue	35,049	69,275
Lease liability (Note 19)		128,560
Total current liabilities	321,476	3,324,560
Non-current liabilities
Total liabilities	321,476	3,324,560
Equity (Deficit)
Common stock and additional paid in capital, no par value. Unlimited authorized shares; 2,506,015 and 260,761 shares issued and outstanding, respectively	147,130,123	136,860,283
Accumulated other comprehensive income	248,287	154,970
Deficit	(135,434,022)	(125,907,025)
Equity (Deficit) total	11,944,388	11,136,475
Non-controlling interest (Note 8)	(7,387,547)	(6,402,387)
Total Equity	4,556,841	4,734,088
Total Liabilities and Equity	4,878,317	8,058,648
Class A Shares
Equity (Deficit)
Class A shares, no par value. Unlimited authorized shares; 0 and 21 issued or outstanding, respectively		28,247
Related Party
Current liabilities
Notes payable – Related Party (Note 12)		$ 2,604,713

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in Dollars per share)
Common stock,, shares authorized	Unlimited	Unlimited
Common stock, shares issued	2,506,015	260,761
Common stock shares outstanding	2,506,015	260,761
Class A Shares
Common stock, par value (in Dollars per share)
Common stock,, shares authorized	Unlimited	Unlimited
Common stock, shares issued	0	21
Common stock shares outstanding	0	21

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
REVENUES
Revenues	$ 271,169	$ 1,108,840
Cost of revenues	103,067	617,049
Gross margin	168,102	491,791
EXPENSES
Research and development	1,107,235	2,406,006
Selling, general and administrative	5,944,909	11,838,128
Impairment of goodwill and other intangibles	3,968,332	8,919,002
Total operating expenses	11,020,476	23,163,136
Operating loss	(10,852,374)	(22,671,345)
Change in fair value of warrant liability		(361,055)
Employee retention credit	(354,105)
Other income/(expense), net	13,888	162,902
Loss before provision for income taxes	(10,512,157)	(22,473,192)
Provision for income taxes
Net loss	(10,512,157)	(22,473,192)
Other total comprehensive income (loss):
Change in foreign currency translation, net of tax	93,317	154,970
Total other comprehensive income	93,317	154,970
Total comprehensive loss	(10,418,840)	(22,318,222)
Less: comprehensive income attributable to non-controlling interest	985,160	2,146,185
Comprehensive loss attributable to shareholders	$ (9,433,680)	$ (20,172,037)
Basic earnings per share to shareholders (in Dollars per share)	$ (10.44)	$ (192.89)
Shares used in computation (in Shares)	912,717	103,773

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Diluted earnings per share to shareholders	$ (10.44)	$ (192.89)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholder's Equity (Deficit) - USD ($)	Class A Number of Common Shares	Number of Common Shares	Commitment to issue shares	Additional Paid in Capital	Currency translation adjustment	Deficit	Equity	Non- controlling Interest	Total
Balance at Dec. 31, 2021	$ 28,247	$ 110,226,715	$ 2,703,326	$ 10,661,294		$ (101,017,387)	$ 22,602,195	$ (8,632,539)	$ 13,969,656
Balance (in Shares) at Dec. 31, 2021	21	64,810
Shares issued in connection with public offering		$ 12,132,360					12,132,360		12,132,360
Shares issued in connection with public offering (in Shares)		169,206
Shares issued in connection with private placement		$ 1,119,373					1,119,373		1,119,373
Shares issued in connection with private placement (in Shares)		25,768
Shares issued in connection with acquisition		$ 425,445	(2,703,326)	2,277,881
Shares issued in connection with acquisition (in Shares)		262
Holdco shares exchanged for common shares		$ 186,294				(4,562,631)	(4,376,337)	4,376,337
Holdco shares exchanged for common shares (in Shares)		715
Share issuance costs		$ (1,736,662)					(1,736,662)		(1,736,662)
Stock-based compensation				1,567,583			1,567,583		1,567,583
Cumulative translation adjustment					154,970		154,970		154,970
Loss and comprehensive loss						(20,327,007)	(20,327,007)	(2,146,185)	(22,473,192)
Balance at Dec. 31, 2022	$ 28,247	$ 122,353,525		14,506,758	154,970	(125,907,025)	11,136,475	(6,402,387)	4,734,088
Balance (in Shares) at Dec. 31, 2022	21	260,761
Exercise of warrants		$ 4,561,200					4,561,200		4,561,200
Exercise of warrants (in Shares)		283,875
Shares issued in public offering		$ 5,250,003					5,250,003		5,250,003
Shares issued in public offering (in Shares)		971,455
Class A shares converted	$ (28,247)	$ 28,247
Class A shares converted (in Shares)	(21)	21
Shares issued in connection with private placement		$ 2,562,660					2,562,660		2,562,660
Shares issued in connection with private placement (in Shares)		989,903
Share issuance costs		$ (679,890)					(679,890)		(679,890)
Stock-based compensation				(1,452,380)			(1,452,380)		(1,452,380)
Cumulative translation adjustment					93,317		93,317		93,317
Loss and comprehensive loss						(9,526,997)	(9,526,997)	(985,160)	(10,512,157)
Balance at Dec. 31, 2023		$ 134,075,745		$ 13,054,378	$ 248,287	$ (135,434,022)	$ 11,944,388	$ (7,387,547)	$ 4,556,841
Balance (in Shares) at Dec. 31, 2023		2,506,015

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES
Net Loss	$ (10,512,157)	$ (22,473,192)
Adjustments to reconcile net loss to net cash:
Amortization (Note 7)	23,754	93,543
Amortization of intangible assets (Note 10)	2,444,445	2,937,423
Impairment of goodwill and other intangibles	3,968,332	8,919,002
Finance expense		60,770
Loss on sale of equipment	63,385
Gain from debt settlement	(49,498)
Effect of foreign exchange	61,235	70,157
Change in fair value of warrant liability		(361,055)
Share-based compensation	(1,452,380)	1,567,583
Receivables	42,527	62,868
Prepaid expenses and other current assets	62,752	154,700
Deposits	100,000
Deferred revenue	(34,226)	(124,231)
Accounts payable and accrued liabilities	(239,073)	(61,112)
Cash flows from operating activities	(5,520,904)	(9,153,544)
FINANCING ACTIVITIES
Repayment of notes payable – related party	(2,519,835)	(63,819)
Proceeds from warrant exercises	4,561,200
Proceeds from share issuances	7,812,663	13,251,733
Payments for lease liabilities	(128,560)	(260,185)
Payments of share issuance costs	(679,890)	(1,736,662)
Cash flows from financing activities	9,045,578	11,191,067
INVESTING ACTIVITIES
Purchase of equipment		(40,211)
Proceeds from sale of equipment	4,899
Development of intangible assets	(19,413)	(2,496,621)
Cash flows from investing activities	(14,514)	(2,536,832)
Change in cash during the period	3,510,160	(499,309)
Cash – Beginning of period	1,178,847	1,678,156
Cash – End of period	$ 4,689,007	$ 1,178,847

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2023
Nature of Operations [Abstract]
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS Versus Systems Inc. (the Company) was continued under the Business Corporations Act (British Columbia) effective January 2, 2007. The Company’s head office and registered and records office is 1558 West Hastings Street, Vancouver, BC, V6C 3J4, Canada. The Company’s common stock is traded on the NASDAQ under the symbol “VS”. The Company’s Unit A warrants are traded on NASDAQ under “VSSYW”. On November 9, 2022, the Company completed a one -for-15 -for-16 The Company is engaged in the technology sector and has developed a proprietary prizing and promotions tool allowing game developers and creators of streaming media, live events, broadcast TV, games, apps, and other content to offer real world prizes inside their content. The ability to win prizes drives increased levels of consumer engagement creating an attractive platform for advertisers. In June 2021, the Company completed its acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider of online audience engagement through its owned and operated XEO technology platform. The Company partners with professional sports franchises across Major League Baseball (MLB), National Hockey League (NHL), National Basketball Association (NBA) and the National Football League (NFL) to drive audience engagement. The Company is in the process of considering a number of strategic alternatives for the Company focused on maximizing shareholder value, including, but not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnership, capital raise or other transaction. The Company is hopeful that the change in governing jurisdiction from British Columbia to Delaware will more appropriately reflect its shift in strategy and will (i) improve our access to capital markets, increase funding and strategic flexibility and reduce the cost of capital, (ii) improve the Company’s ability to execute an acquisitive growth strategy using its capital stock as consideration, and (iii) better focus management efforts on each U.S. and international operation and better attract and retain key employees. These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of December 31, 2023, the Company has not achieved positive cash flow from operations and is not able to finance day to day activities through operations and as such, there is substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. These consolidated financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2023
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	2. BASIS OF PRESENTATION Basis of presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Functional and presentation currency These consolidated financial statements are presented in United States dollars, unless otherwise noted, which is the functional currency of the Company and its subsidiaries. Principles of consolidation These consolidated financial statements include the accounts of Versus Systems Inc. and its subsidiaries, from the date control was acquired. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. All inter -company -company -controlling -controlling -controlling Name of Subsidiary Place of Incorporation Proportion of Ownership Interest Principal Activity Versus Systems (Holdco) Inc. United States of America 81.9 % Holding Company Versus Systems UK, Ltd. United Kingdom 81.9 % Sales Company Versus LLC United States of America 81.9 % Technology Company Xcite Interactive, Inc. United States of America 100.0 % Technology Company Reclassifications Certain amounts in the 2022 consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have no impact on previously reported net loss or total equity. Use of estimates The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions are continually evaluated and are based on historical experience and management’s assessment of current events and other facts and circumstances that are considered to be relevant. Actual results could differ from these estimates. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting year, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: i) Deferred tax assets, including those arising from un -utilized ii) Management has determined that intangible asset costs which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including anticipated cash flows and estimated economic life. iii) -based The Company uses the Black -Scholes -based iv) The Company’s intangible assets and equipment are depreciated and amortized on a straight -line v) The functional currency of the Company and its subsidiaries is the currency of the primary economic environment in which each entity operates. Determination of the functional currency may involve certain judgments to determine the primary economic environment. The functional currency may change if there is a change in events and conditions which determines the primary economic environment. vi) The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	3. SIGNIFICANT ACCOUNTING POLICIES Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting periods. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. Potentially dilutive options and warrants excluded from diluted loss per share as of December 31, 2023 totaled 925,635 (December 31, 2022 — 442,573). Property and equipment Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term Financial instruments Classification The Company classifies its financial instruments into the following categories: Measurement The Company applies Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements. ASC 820 establishes a three -tier — -Observable — -Includes — -Unobservable ASC 820 recommends three main approaches for measuring the fair value of assets and liabilities: -related -term -term For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company uses its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re -assessing Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Impairment of financial assets at amortized cost The Company applies the Current Expected Credit Loss (CECL) model under ASC 326 for impairment of financial assets. This model requires the recognition of an allowance for credit losses based on expected losses over the life of the asset. If the credit risk of a financial asset decreases in a subsequent period, any previously recognized impairment loss is reversed through profit or loss, limited to the extent that the carrying amount does not exceed what the amortized cost would have been had the impairment not been recognized. Intangible assets excluding goodwill Derecognition of financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. As at December 31, 2023, the Company does not have any derivative financial assets and liabilities. Intangible assets acquired separately are carried at cost at the time of initial recognition. Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Expenditure on research activities is recognized as an expense in the period in which it is incurred. Intangibles with a finite useful life are amortized and those with an indefinite useful life are not amortized. The useful life is the best estimate of the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The useful life is based on the duration of the expected use of the asset by the Company and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. If an income approach is used to measure the fair value of an intangible asset, the Company considers the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate for Company -specific Intangibles with a finite useful life are amortized on the straight -line -line Goodwill The Company allocates goodwill arising from business combinations to reporting units that are expected to receive the benefits from the synergies of the business combination. The carrying amount reporting units to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. Deferred financing costs Deferred financing costs consist primarily of direct incremental costs related to the Company’s public offering of its common stock. Upon completion of the Company’s financings any deferred costs were offset against the proceeds. Impairment of intangible assets excluding goodwill There are special requirements for the development of software to be sold. The costs incurred to establish the technological feasibility of the software that will be sold are expensed as research and development when incurred. Once technological feasibility has been achieved, the Company capitalizes the remaining costs incurred to develop the software for sale. Costs are capitalized until the product is ready to be sold or marketed to customers, at which time, amortization of the capitalized costs begins. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered impairment losses. If any such indication exists, fair value of the reporting unit or an asset group to which the asset belongs is estimated in order to determine the extent of the impairment losses (if any). If the fair value of an asset (or an asset group/reporting unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or an asset group/reporting unit ) is reduced to fair value. Income taxes The Company accounts for income taxes utilizing the assets and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases then management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. The Company recognizes any uncertain income tax positions at the largest amount that is more -likely-than-not Leases The Company early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application. The Company assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non -cancellable All leases are accounted for as operating leases wherein rental payments are expensed on a straight -line -of-use -current -based Loss contingencies A loss contingency is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Loss contingencies are determined by discounting the expected future cash flows at a pre -tax Non-controlling interest Non -controlling -controlling -controlling -controlling -controlling Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non -controlling -controlling -controlling Valuation of Equity Units Issued in Private Placements In accordance with U.S. GAAP, particularly ASC 505 -10 1. 2. -pricing -Scholes -free The total proceeds from the issuance of equity units are allocated between the common shares and the warrants based on their relative fair values at the date of issuance. This allocation is reflected in the equity section of the balance sheet, with the fair value of the warrants recorded as a component of additional paid -in -in This method of valuation and allocation ensures compliance with the fair value measurement and equity classification requirements of U.S. GAAP. Warrants issued in equity financing transactions The Company engages in equity financing transactions to obtain funds necessary to continue operations. These equity financing transactions may involve issuance of common shares or units. Each unit comprises a certain number of shares and a certain number of warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction. Warrants that are part of units are assigned a value based on the residual value, if any. As of February 1, 2021, the warrants were considered a derivative liability since the obligation to issue shares was not fixed in the Company’s functional currency. The derivative warrant liability was measured as fair value at issue with subsequent changes recognized in the consolidated statement of loss and comprehensive loss. A $9,743,659 warrant derivative loss was recorded in the consolidated statement of loss and comprehensive loss beginning February 1, 2021 when the Company changed its functional currency. As of December 31, 2023 and 2022 the associated warrants have expired and the remaining balance of the warrant liability is $0. The Company uses the Black -Scholes -based Share-based compensation The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black -Scholes In situations where equity instruments are issued to non -employees -based -based Revenue recognition In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company’s activities as described below. Foreseeable losses, if any, are recognized in the year or period in which the loss is determined. The Company earns revenue in two primary ways: 1) the sales of software -as-a-service -built The Company recognizes SAAS revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied. Payment terms vary by contract and can be periodic or one -time The Company recognizes revenues received from the development and maintenance of custom -built For revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements. The Company does not own or obtain control of the digital advertising inventory. The Company recognizes revenues upon the achievement of agreed -upon The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone Deferred revenue Revenue recognition of sales is recorded on a monthly basis upon delivery or as the services are provided. Cash received in advance for services are recorded as deferred revenue based on the proportion of time remaining under the service arrangement as of the reporting date. Foreign exchange The functional currency is the currency of the primary economic environment in which the Company operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries is the United States dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in ASC 830, Foreign Currency Matters. Foreign currency transactions in currencies other than the United States dollar are recorded at exchange rates prevailing on the dates of the transactions. Foreign currency transaction gains and losses are generally recognized in profit or loss and presented within gain (loss) on foreign exchange. At the end of each reporting period, the monetary assets and liabilities of the Company and its subsidiaries that are denominated in foreign currencies are translated at the rate of exchange at the date of the consolidated balance sheet. Non -monetary Comprehensive income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in shareholders’ equity (deficit) which results from transactions and events from sources other than the Company’s shareholders. Comprehensive loss differs from net loss for the year ended December 31, 2023 due to the effects of foreign translation gains and losses. Recent accounting pronouncements not yet adopted New accounting pronouncements In March 2023, the FASB issued ASU 2023 -01 In March 2023, the FASB issued ASU 2023 -02 -02 In March 2023, the FASB issued ASU 2023 -03 In August 2023, the FASB issued ASU 2023 -05 -60 ventures and is effective for joint ventures formed on or after January 1, 2025. Entities may choose to apply these amendments retrospectively if sufficient information is available. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures. In October 2023, the FASB issued ASU 2023 -06 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -08 -60 In December 2023, the FASB issued ASU 2023 -09 -related Recent adopted accounting pronouncements In January 2017, the FASB issued ASU No. 2017 -04 In October 2021, the FASB issued ASU 2021 -08 -08 In June 2016, the FASB issued ASU 2016 -13 -13 Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on the Company’s present or future consolidated financial statements.

Change in Functional and Presen

Change in Functional and Presentation Currency	12 Months Ended
	Dec. 31, 2023
Change in Functional and Presentation Currency [Abstract]
CHANGE IN FUNCTIONAL AND PRESENTATION CURRENCY	4. CHANGE IN FUNCTIONAL AND PRESENTATION CURRENCY The Company changed its functional currency from the Canadian dollar (CAD) to the United States dollar (USD) as of February 1, 2021. The change in functional currency coincided with the January 2021 initial public offering and listing on the Nasdaq. Considering Versus’ business activities, comprised primarily of United States dollar revenue and expenditures, as well as, United States dollar denominated financings, management determined that the functional currency of the Company is the United States dollar. All assets, liabilities, equity, and other components of stockholders’ equity (deficit) were translated into United States dollars at the exchange rate at the date of change.

Receivables

Receivables	12 Months Ended
	Dec. 31, 2023
Receivables [Abstract]
RECEIVABLES	5. RECEIVABLES As of December 31, 2023, accounts receivable consists of customer receivables of $8,680 (net an allowance for credit losses of $2,700) and Goods and Services Tax (GST) receivable of $9,542. As of December 31, 2022, accounts receivable consists of customer receivables of $46,592 (net an allowance for credit losses of $6,100) and GST receivable of $14,157.

Restricted Deposit

Restricted Deposit	12 Months Ended
	Dec. 31, 2023
Restricted Deposit [Abstract]
RESTRICTED DEPOSIT	6. RESTRICTED DEPOSIT As at December 31, 2023, restricted deposits consisted of $8,679 (December 31, 2022 – $8,489) held in a guaranteed investment certificate as collateral for a corporate credit card.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property and Equipment [Abstract]
PROPERTY AND EQUIPMENT	7. PROPERTY AND EQUIPMENT Computers Right of Use Asset Total ($) ($) ($) Cost At December 31, 2021 181,390 749,202 930,592 Additions 65,329 — 65,329 At December 31, 2022 246,719 749,202 995,921 Additions — — — Disposals (222,468 ) — (222,468 ) At December 31, 2023 24,251 749,202 773,453 Accumulated amortization At December 31, 2021 113,079 523,579 636,658 Amortization for the period 39,667 225,623 265,290 At December 31, 2022 152,746 749,202 901,948 Amortization for the period 23,754 — 23,754 Disposals (154,184 ) — (154,184 ) At December 31, 2023 22,316 749,202 771,518 Carrying amounts At December 31, 2021 68,311 225,623 293,934 At December 31, 2022 93,973 — 93,973 At December 31, 2023 1,935 — 1,935

Non-Controlling Interest In Ver

Non-Controlling Interest In Versus Llc	12 Months Ended
	Dec. 31, 2023
Non-Controlling Interest In Versus Llc [Abstract]
NON-CONTROLLING INTEREST IN VERSUS LLC	8. NON-CONTROLLING INTEREST IN VERSUS LLC As of December 31, 2018, the Company held a 41.3% ownership interest in Versus LLC, a privately held limited liability company organized under the laws of the state of Nevada. The Company consolidates Versus LLC as a result of having full control over the voting shares. Versus LLC is a technology company that is developing a business -to-business -based During 2019, the Company increased its ownership by 25.2% in a series of transactions through the issuance of common shares and warrants. On March 1, 2022, the Company acquired an additional 15.1% interest in Versus LLC in exchange for 715 common shares of the Company. The common shares were determined to have a fair value of $186,294. As a result, the Company increased its ownership interest to 81.9% and recorded the excess purchase price over net identifiable assets of $4,562,631 against additional -paid-in-capital -controlling The following table presents summarized financial information before intragroup eliminations for the non -wholly 2023 2022 Non-controlling interest percentage 18.1% 18.1% ($) ($) Assets Current 2,996,250 1,011,636 Non-current 1,935 2,822,122 2,998,185 3,843,758 Liabilities Current 175,051 518,701 Non-current 45,960,372 39,774,321 46,135,423 40,293,022 Net liabilities (43,137,238 ) (36,449,264 ) Non-controlling interest (7,387,547 ) (6,402,387 ) Net loss (10,418,840 ) (22,318,222 ) Net loss attributed to non-controlling interest (985,160 ) (2,146,185 )

Acquisition of Xcite Interactiv

Acquisition of Xcite Interactive, Inc.	12 Months Ended
	Dec. 31, 2023
Acquisition of Xcite Interactive, Inc.[Abstract]
ACQUISITION OF XCITE INTERACTIVE, INC.	9. ACQUISITION OF XCITE INTERACTIVE, INC. A) Summary of the Acquisition On June 3, 2021, the Company closed its acquisition of all the issued and outstanding common shares of Xcite Interactive Inc. (Xcite) in exchange for common shares of the Company. Pursuant to the terms of the acquisition, the Company acquired all the issued and outstanding Xcite common shares. The acquisition was accounted for using the acquisition method pursuant to ASC 805, “Business Combinations”. Under the acquisition method, assets and liabilities are measured at their estimated fair value on the date of acquisition. The total consideration was allocated to the tangible and intangible assets acquired and liabilities assumed and goodwill in the amount of $6.5 million was recorded. B) Impairment of Goodwill and Intangible Assets The Company conducts an annual impairment analysis in accordance with ASC 350 and ASC 360. A number of factors influenced the performance of Xcite Interactive in 2022 and beyond, including reduced revenue projections, the time and cost involved in creating custom games, the departure of key Xcite employees, and the competitive landscape of the fan engagement industry. As a result, the Company engaged a third -party The analysis determined that the fair value was $3,760,000 resulting in an impairment of $8,919,002. The goodwill balance of $6,580,660 was written down to $0. The additional impairment of $2,673,342 was attributed on a pro -rata

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Intangible Assets [Abstract]
INTANGIBLE ASSETS	10. INTANGIBLE ASSETS Intangible assets are comprised of a business -to-business -based Software Customer Relationships Trade name Developed Technology Total Cost At December 31, 2021 12,218,908 4,840,000 750,000 1,550,000 19,358,908 Additions 2,496,621 — — — 2,496,621 Impairments — (1,699,034 ) (329,167 ) (340,139 ) (2,338,340 ) At December 31, 2022 14,715,529 3,170,966 420,833 1,209,861 19,517,189 Additions 19,413 — — — 19,413 Impairment (1,656,691 ) (1,745,854 ) (420,833 ) (144,954 ) (3,968,332 ) At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Accumulated amortization At December 31, 2021 9,582,355 345,714 — 258,333 10,186,402 Amortization 1,729,326 691,430 — 516,667 2,937,423 At December 31, 2022 11,311,681 1,037,144 — 775,000 13,123,825 Amortization 1,766,570 387,968 — 289,907 2,444,445 At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Carrying amounts At December 31, 2021 2,636,553 4,494,286 750,000 1,291,667 9,172,506 At December 31, 2022 3,403,848 2,133,822 420,833 434,861 6,393,364 At December 31, 2023 0 0 0 0 0

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Liabilities [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The Company’s accounts payable and accrued liabilities are comprised of the following: December 31, 2023 December 31, 2022 ($) ($) Accounts payable (Note 12) 82,579 138,276 Due to related parties (Note 12 and Note 14) 177,500 304,623 Accrued liabilities (Note 12) 26,348 79,113 286,427 522,012

Notes Payable _ Related Party

Notes Payable – Related Party	12 Months Ended
	Dec. 31, 2023
Notes Payable - Related Party [Abstract]
NOTES PAYABLE – RELATED PARTY	12. NOTES PAYABLE — RELATED PARTY During the year ended December 31, 2023, the Company repaid $2,519,835 of principal. As at December 31, 2023, the Company had recorded $0 in accrued interest. During the year ended December 31, 2022, the Company repaid $64,550 of principal. As at December 31, 2022, the Company had recorded $23,456 in accrued interest which was included in accounts payable and accrued liabilities. During the year ended December 31, 2023, the Company recorded finance expense of $0 (December 31, 2022 — $60,770), related to bringing the notes to their present value. Amount ($) Balance at December 31, 2021 2,786,183 Repayments (64,550 ) Finance expense 60,770 Foreign exchange adjustment (177,690 ) Balance, December 31, 2022 2,604,713 Foreign currency adjustment (35,380 ) Repayments (2,519,835 ) Cancellation of remaining debt (49,498 ) Balance, December 31, 2023 — Current — Non-current —

Share Capital

Share Capital	12 Months Ended
	Dec. 31, 2023
Share Capital [Abstract]
SHARE CAPITAL	13. SHARE CAPITAL a) Authorized share capital The Company is authorized to issue an unlimited number of Class A Shares. The Class A Shares do not have any special rights or restrictions attached. As of December 31, 2023 and 2022, there were 0 and 21 Class A Shares issued and outstanding, respectively. The Class A shares were converted to common shares on December 22, 2023. b) Issued share capital During the year ended December 31, 2023, the Company: i) ii) iii) iv) v) During the year ended December 31, 2022, the Company: vi) vii) viii) Issued 2,461 shares at a price of $355.20 per unit for total proceeds of $874,125 as a result of the underwriter exercising the overallotment. ix) x) -funded xi) xii) -funded c) Stock options The Company may grant incentive stock options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”) whereby the Company can issue up to 10% of the issued and outstanding common shares of the Company. Options have a maximum term of ten years and vesting is determined by the Board of Directors. A continuity schedule of outstanding stock options is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 8,091 1,017.60 Granted 6,533 99.04 Exercised — — Forfeited (386 ) 1,484.96 Balance – December 31, 2022 14,238 594.08 Granted 25,000 14.40 Exercised — — Forfeited (10,247 ) 392.60 Balance – December 31, 2023 28,990 165.38 During the year ended December 31, 2023, 25,000 stock options were granted by the Company, and the Company recorded share -based During the year ended December 31, 2022, 6,533 stock options were granted by the Company, and the Company recorded share -based The Company used the following assumptions in calculating the fair value of stock options for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 3.93% 2.14% – 4.03% Expected life of options 3.69 years 5.0 years Expected dividend yield Nil Nil Volatility 132.65% 96.90% – 112.40% At December 31, 2023, the Company had incentive stock options outstanding as follows: Expiry Date Options Outstanding Exercise Price Weighted Average Remaining Life ($) (years) April 2, 2024 432 604.80 0.25 June 27, 2024 26 614.40 0.49 September 27, 2024 962 1,087.20 0.74 October 22, 2024 52 967.20 0.81 July 24, 2025 556 715.20 1.56 July 31, 2025 546 715.20 1.58 August 10, 2025 52 715.20 1.61 June 1, 2026 236 1,689.60 2.42 June 29, 2026 44 1,356.00 2.50 August 19, 2026 1,501 1,008.00 2.64 May 10, 2027 13 189.60 3.36 August 17, 2027 3,212 96.00 3.63 September 20, 2027 140 55.20 3.72 February 13, 2028 21,218 14.40 4.12 28,990 165.38 3.69 d) Share purchase warrants A continuity schedule of outstanding share purchase warrants is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 18,692 1,639.20 Exercised — — Expired (11,662 ) 1,540.80 Issued 322,878 54.72 Balance – December 31, 2022 329,908 91.84 Exercised (283,875 ) 16.19 Expired — — Issued 850,612 3.83 Balance – December 31, 2023 (1) 896,645 32.36 (1) During the year ended December 31, 2023, the Company: i) ii) iii) During the year ended December 31, 2022, the Company: iv) v) vi) vii) -funded The Company used the following assumptions in calculating the fair value of the warrants for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 4.13% – 4.49% 3.99% – 4.22% Expected life of warrants 2.06 – 4.80 years 3.06 – 5.05 years Expected dividend yield Nil Nil Volatility 132.78% 119% – 124.9% Weighted average fair value per warrant $ 4.69 $ 4.16 At December 31, 2023, the Company had share purchase warrants outstanding as follows: Expiration Date Warrants Outstanding Exercise Price Weighted Average Remaining Life ($) (years) January 20, 2026 (1) 7,030 1,800.00 2.06 February 28, 2027 20,689 460.80 3.16 December 6, 2027 13,781 20.00 3.93 December 9, 2027 9,876 17.60 3.94 January 18, 2028 25,906 124.80 4.05 February 2, 2028 10,938 14.40 4.10 October 17, 2028 783,968 3.68 4.80 October 17, 2028 24,457 4.05 4.80 896,645 32.36 4.69 (1)

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS The following summarizes the Company’s related party transactions, not disclosed elsewhere in these consolidated financial statements, during the years ended December 31, 2023 and 2022. Key management personnel includes the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and certain directors and officers and companies controlled or significantly influenced by them. Key Management Personnel 2023 2022 ($) ($) Short-term employee benefits paid or accrued to the CEO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 342,275 350,657 Short-term employee benefits paid or accrued to the CFO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 354,995 363,291 Short-term employee benefits paid or accrued to a member of the advisory board of the Company, including share-based compensation vested for incentive stock options and performance warrants. 54,518 215,038 Short-term employee benefits paid or accrued to the Chief Technology Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 276,395 306,441 Short-term employee benefits paid or accrued to a Director of the Company, including share-based compensation vested for incentive stock options and performance warrants. 257,945 293,585 Short-term employee benefits paid or accrued to the Chief People Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 205,112 205,681 Short-term employee benefits paid or accrued to other directors and officers of the Company, including share-based compensation vested for incentive stock options and performance warrants. 84,586 426,153 Total 1,575,826 2,160,846 Other Related Party Payments Office sharing and occupancy costs of $75,214 (December 31, 2022 — $64,741) were paid or accrued to a corporation that shares management in common with the Company. Amounts Outstanding a) -interest b) $0

Concentration of Risk

Concentration of Risk	12 Months Ended
	Dec. 31, 2023
Concentration of Risk [Abstract]
CONCENTRATION OF RISK	15. CONCENTRATION OF RISK Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its payment obligations. The Company has no material counterparties to its financial instruments with the exception of the financial institutions which hold its cash. The Company manages its credit risk by ensuring that its cash is placed with a major financial institution with strong investment grade ratings by a primary ratings agency. The Company’s receivables consist of goods and services due from customers and tax due from the Canadian government. Financial instrument risk exposure The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes. Liquidity risk The Company’s cash is invested in business accounts which are available on demand. The Company has raised additional capital during the years ended December 31, 2023 and 2022. Interest rate risk The Company’s bank account earns interest income at variable rates. The fair value of its portfolio is relatively unaffected by changes in short -term Foreign exchange risk Foreign currency exchange rate risk is the risk that the fair value of financial instruments or future cash flows will fluctuate because of changes in foreign exchange rates. The Company operates in Canada and the United States. The Company was exposed to the following foreign currency risk as at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 ($) ($) Cash 1,630,841 245,858 Accounts payable and accrued liabilities (105,941 ) (93,630 ) 1,524,900 152,228 As at December 31, 2023, with other variables unchanged, a +/- 10% change in the United States dollar to Canadian dollar exchange rate would impact the Company’s net loss by $152,500 (December 31, 2022 — $15,200).

Management of Capital

Management of Capital	12 Months Ended
	Dec. 31, 2023
Management of Capital [Abstract]
MANAGEMENT OF CAPITAL	16. MANAGEMENT OF CAPITAL The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company. Capital consists of items within equity (deficit). The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company is not subject to any externally imposed capital requirements. The Company remains dependent on external financing to fund its activities. In order to sustain its operations, the Company will spend its existing cash on hand and raise additional amounts as needed until the business generates sufficient revenues to be self -sustaining In order to maximize ongoing corporate development efforts, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury invested in certificates of deposit with major financial institutions. There have been no changes to the Company’s approach to capital management during the year ended December 31, 2023.

Geographical Segmented Informat

Geographical Segmented Information	12 Months Ended
	Dec. 31, 2023
Geographical Segmented Information [Abstract]
GEOGRAPHICAL SEGMENTED INFORMATION	17. GEOGRAPHICAL SEGMENTED INFORMATION The Company is engaged in three business activities, the live events business, which includes partnering with multiple professional sports franchises to drive in -stadium -to-business -based Details of identifiable assets by geographic segments are as follows: Restricted deposits Deposits Property and equipment Intangible assets December 31, 2023 Canada $ 8,679 $ — $ — $ — USA — — 1,935 — $ 8,679 $ — $ 1,935 $ — December 31, 2022 Canada $ 8,489 $ — $ — $ — USA — 100,000 93,973 6,393,364 $ 8,489 $ 100,000 $ 93,973 $ 6,393,364

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	12 Months Ended
	Dec. 31, 2023
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	18. SUPPLEMENTAL CASH FLOW INFORMATION December 31, 2023 December 31, 2022 ($) ($) Non-cash investing and financing activities: Shares issued to acquire Holdco shares — 715 Shares issued in connection with Xcite acquisition — 262 Shares issued to convert Class A shares 28,247 —

Lease Obligations and Commitmen

Lease Obligations and Commitments	12 Months Ended
	Dec. 31, 2023
Lease Obligations and Commitments [Abstract]
LEASE OBLIGATIONS AND COMMITMENTS	19. LEASE OBLIGATIONS AND COMMITMENTS Lease Liabilities Lease liabilities recognized as of January 1, 2022 $ 367,884 Change in lease liabilities (239,324 ) Less: current portion 128,560 At December 31, non-current portion — Lease liabilities recognized as of January 1, 2023 128,560 Change in lease liabilities (128,560 ) At December 31, 2023 0 On August 1, 2015, the Company entered into a cost sharing arrangement agreement for the provision of office space and various administrative services. In May of 2018, the Company extended the cost sharing arrangement to July of 2022 at a monthly fee of CAD $7,000 plus GST per month. On September 6, 2017, the Company entered into a rental agreement for office space in Los Angeles, California. Under the terms of the agreement the Company will pay $17,324 per month commencing on October 1, 2017 until June 30, 2023. On April 30, 2023, the Company vacated its leased office space in Los Angeles, California in accordance with the termination of the lease. As of December 31, 2023, the Company operates using a fully remote workforce and does not have any long -term -term -of-use

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
INCOME TAXES	20. INCOME TAXES a) Provision for Income Taxes The components of loss before income taxes are as follows: Year Ended December 31, 2023 2022 Domestic $ (8,925,899 ) $ (20,999,110 ) Foreign (1,586,258 ) (1,474,082 ) Total $ (10,512,157 ) $ (22,473,192 ) For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional 27% tax rate was applied as follows: 2023 2022 ($) ($) Loss for the year (10,512,157 ) (22,473,192 ) Income tax at federal statutory rate (2,838,000 ) (5,876,000 ) Increase (decrease) in tax resulting from: Change in statutory, foreign tax, foreign exchange rates and other 536,000 (12,000 ) Permanent differences (218,000 ) 1,875,000 Share issue costs — 370,000 Change in unrecognized deductible temporary differences 2,686,000 3,643,000 Other (166,000 ) — Income tax expense — — The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2023, and 2022 is primarily attributable to the difference between the U.S. and foreign tax rates, non -deductible -based -deductible The net deferred tax assets (liabilities) are comprised of the following: 2023 2022 ($) ($) Deferred tax assets: Non-capital losses carry-forward 15,769,000 14,379,000 Exploration and Evaluation assets 1,470,000 1,470,000 Share issuance costs 733,000 789,000 Intangible assets 2,047,000 622,000 Other deferreds 1,000 12,000 Allowable capital losses 3,635,000 3,558,000 Property and equipment 77,000 76,000 Valuation allowance (23,732,000 ) (20,906,000 ) Total deferred income taxes — — A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three -year As of December 31, 2023, the Company has accumulated federal and state net operating loss (“NOL”) carryforwards of $30.1 million and $15.6 million, respectively. The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated balance sheets are as follows: Temporary Differences 2023 Expiry Date Range 2022 Expiry Date Range ($) ($) Non-capital losses available for future periods – US 45,697,000 2036 to indefinite 41,188,000 2036 to indefinite Non-capital losses available for future periods – Canada 22,862,000 2026 to 2043 21,739,000 2026 to 2041 Allowable capital losses 13,463,000 No expiry date 13,178,000 No expiry date Property and equipment 280,000 No expiry date 270,000 No expiry date Intangible assets 9,747,000 No expiry date 2,962,000 No expiry date Exploration and evaluation assets 5,446,000 No expiry date 5,446,000 No expiry date Share issuance costs 2,715,000 No expiry date 2,922,000 No expiry date The Company is subject to taxation in the United States and various states along with other foreign countries. The Company has not been notified that it is under audit by the IRS or any state, however, due to the presence of NOL carryforwards, all the income tax years remain open for examination in each of these jurisdictions. There are no audits in any foreign jurisdictions. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease in the next 12 months. Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because of the Company’s intent to reinvest such earnings indefinitely in active foreign operations. Tax attributes are subject to review, and potential adjustment, by tax authorities. The Company files income tax returns with Canada, U.S. and state governments. With few exceptions, the Company is no longer subject to tax examinations by tax authorities for years before 2019.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date of December 31, 2023 through April 1, 2024, the date the consolidated financial statements were issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Basic and diluted loss per share	Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting periods. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. Potentially dilutive options and warrants excluded from diluted loss per share as of December 31, 2023 totaled 925,635 (December 31, 2022 — 442,573).
Property and equipment	Property and equipment Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term
Financial instruments	Financial instruments Classification The Company classifies its financial instruments into the following categories: Measurement The Company applies Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements. ASC 820 establishes a three -tier — -Observable — -Includes — -Unobservable ASC 820 recommends three main approaches for measuring the fair value of assets and liabilities: -related -term -term For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company uses its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re -assessing Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Impairment of financial assets at amortized cost The Company applies the Current Expected Credit Loss (CECL) model under ASC 326 for impairment of financial assets. This model requires the recognition of an allowance for credit losses based on expected losses over the life of the asset. If the credit risk of a financial asset decreases in a subsequent period, any previously recognized impairment loss is reversed through profit or loss, limited to the extent that the carrying amount does not exceed what the amortized cost would have been had the impairment not been recognized.
Intangible assets excluding goodwill	Intangible assets excluding goodwill Derecognition of financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. As at December 31, 2023, the Company does not have any derivative financial assets and liabilities. Intangible assets acquired separately are carried at cost at the time of initial recognition. Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Expenditure on research activities is recognized as an expense in the period in which it is incurred. Intangibles with a finite useful life are amortized and those with an indefinite useful life are not amortized. The useful life is the best estimate of the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The useful life is based on the duration of the expected use of the asset by the Company and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. If an income approach is used to measure the fair value of an intangible asset, the Company considers the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate for Company -specific Intangibles with a finite useful life are amortized on the straight -line -line
Goodwill	Goodwill The Company allocates goodwill arising from business combinations to reporting units that are expected to receive the benefits from the synergies of the business combination. The carrying amount reporting units to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately.
Deferred financing costs	Deferred financing costs Deferred financing costs consist primarily of direct incremental costs related to the Company’s public offering of its common stock. Upon completion of the Company’s financings any deferred costs were offset against the proceeds.
Impairment of intangible assets excluding goodwill	Impairment of intangible assets excluding goodwill There are special requirements for the development of software to be sold. The costs incurred to establish the technological feasibility of the software that will be sold are expensed as research and development when incurred. Once technological feasibility has been achieved, the Company capitalizes the remaining costs incurred to develop the software for sale. Costs are capitalized until the product is ready to be sold or marketed to customers, at which time, amortization of the capitalized costs begins. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered impairment losses. If any such indication exists, fair value of the reporting unit or an asset group to which the asset belongs is estimated in order to determine the extent of the impairment losses (if any). If the fair value of an asset (or an asset group/reporting unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or an asset group/reporting unit ) is reduced to fair value.
Income taxes	Income taxes The Company accounts for income taxes utilizing the assets and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases then management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. The Company recognizes any uncertain income tax positions at the largest amount that is more -likely-than-not
Leases	Leases The Company early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application. The Company assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non -cancellable All leases are accounted for as operating leases wherein rental payments are expensed on a straight -line -of-use -current -based
Loss contingencies	Loss contingencies A loss contingency is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Loss contingencies are determined by discounting the expected future cash flows at a pre -tax
Non-controlling interest	Non-controlling interest Non -controlling -controlling -controlling -controlling -controlling Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non -controlling -controlling -controlling
Valuation of Equity Units Issued in Private Placements	Valuation of Equity Units Issued in Private Placements In accordance with U.S. GAAP, particularly ASC 505 -10 1. 2. -pricing -Scholes -free The total proceeds from the issuance of equity units are allocated between the common shares and the warrants based on their relative fair values at the date of issuance. This allocation is reflected in the equity section of the balance sheet, with the fair value of the warrants recorded as a component of additional paid -in -in This method of valuation and allocation ensures compliance with the fair value measurement and equity classification requirements of U.S. GAAP.
Warrants issued in equity financing transactions	Warrants issued in equity financing transactions The Company engages in equity financing transactions to obtain funds necessary to continue operations. These equity financing transactions may involve issuance of common shares or units. Each unit comprises a certain number of shares and a certain number of warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction. Warrants that are part of units are assigned a value based on the residual value, if any. As of February 1, 2021, the warrants were considered a derivative liability since the obligation to issue shares was not fixed in the Company’s functional currency. The derivative warrant liability was measured as fair value at issue with subsequent changes recognized in the consolidated statement of loss and comprehensive loss. A $9,743,659 warrant derivative loss was recorded in the consolidated statement of loss and comprehensive loss beginning February 1, 2021 when the Company changed its functional currency. As of December 31, 2023 and 2022 the associated warrants have expired and the remaining balance of the warrant liability is $0. The Company uses the Black -Scholes -based
Share-based compensation	Share-based compensation The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black -Scholes In situations where equity instruments are issued to non -employees -based -based
Revenue recognition	Revenue recognition In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company’s activities as described below. Foreseeable losses, if any, are recognized in the year or period in which the loss is determined. The Company earns revenue in two primary ways: 1) the sales of software -as-a-service -built The Company recognizes SAAS revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied. Payment terms vary by contract and can be periodic or one -time The Company recognizes revenues received from the development and maintenance of custom -built For revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements. The Company does not own or obtain control of the digital advertising inventory. The Company recognizes revenues upon the achievement of agreed -upon The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone
Deferred revenue	Deferred revenue Revenue recognition of sales is recorded on a monthly basis upon delivery or as the services are provided. Cash received in advance for services are recorded as deferred revenue based on the proportion of time remaining under the service arrangement as of the reporting date.
Foreign exchange	Foreign exchange The functional currency is the currency of the primary economic environment in which the Company operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries is the United States dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in ASC 830, Foreign Currency Matters. Foreign currency transactions in currencies other than the United States dollar are recorded at exchange rates prevailing on the dates of the transactions. Foreign currency transaction gains and losses are generally recognized in profit or loss and presented within gain (loss) on foreign exchange. At the end of each reporting period, the monetary assets and liabilities of the Company and its subsidiaries that are denominated in foreign currencies are translated at the rate of exchange at the date of the consolidated balance sheet. Non -monetary
Comprehensive income (loss)	Comprehensive income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in shareholders’ equity (deficit) which results from transactions and events from sources other than the Company’s shareholders. Comprehensive loss differs from net loss for the year ended December 31, 2023 due to the effects of foreign translation gains and losses.
Recent accounting pronouncements not yet adopted	Recent accounting pronouncements not yet adopted New accounting pronouncements In March 2023, the FASB issued ASU 2023 -01 In March 2023, the FASB issued ASU 2023 -02 -02 In March 2023, the FASB issued ASU 2023 -03 In August 2023, the FASB issued ASU 2023 -05 -60 ventures and is effective for joint ventures formed on or after January 1, 2025. Entities may choose to apply these amendments retrospectively if sufficient information is available. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures. In October 2023, the FASB issued ASU 2023 -06 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -08 -60 In December 2023, the FASB issued ASU 2023 -09 -related Recent adopted accounting pronouncements In January 2017, the FASB issued ASU No. 2017 -04 In October 2021, the FASB issued ASU 2021 -08 -08 In June 2016, the FASB issued ASU 2016 -13 -13 Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on the Company’s present or future consolidated financial statements.

Basis of Presentation (Tables)

Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2023
Basis of Presentation [Abstract]
Schedule of Subsidiary	Adjustments to non -controlling Name of Subsidiary Place of Incorporation Proportion of Ownership Interest Principal Activity Versus Systems (Holdco) Inc. United States of America 81.9 % Holding Company Versus Systems UK, Ltd. United Kingdom 81.9 % Sales Company Versus LLC United States of America 81.9 % Technology Company Xcite Interactive, Inc. United States of America 100.0 % Technology Company

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments	Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property and Equipment [Abstract]
Schedule of Property and Equipment	Computers Right of Use Asset Total ($) ($) ($) Cost At December 31, 2021 181,390 749,202 930,592 Additions 65,329 — 65,329 At December 31, 2022 246,719 749,202 995,921 Additions — — — Disposals (222,468 ) — (222,468 ) At December 31, 2023 24,251 749,202 773,453 Accumulated amortization At December 31, 2021 113,079 523,579 636,658 Amortization for the period 39,667 225,623 265,290 At December 31, 2022 152,746 749,202 901,948 Amortization for the period 23,754 — 23,754 Disposals (154,184 ) — (154,184 ) At December 31, 2023 22,316 749,202 771,518 Carrying amounts At December 31, 2021 68,311 225,623 293,934 At December 31, 2022 93,973 — 93,973 At December 31, 2023 1,935 — 1,935

Non-Controlling Interest In V_2

Non-Controlling Interest In Versus Llc (Tables)	12 Months Ended
	Dec. 31, 2023
Non-Controlling Interest In Versus Llc [Abstract]
Schedule of Financial Information of Non-Wholly Owned Subsidiary	The following table presents summarized financial information before intragroup eliminations for the non -wholly 2023 2022 Non-controlling interest percentage 18.1% 18.1% ($) ($) Assets Current 2,996,250 1,011,636 Non-current 1,935 2,822,122 2,998,185 3,843,758 Liabilities Current 175,051 518,701 Non-current 45,960,372 39,774,321 46,135,423 40,293,022 Net liabilities (43,137,238 ) (36,449,264 ) Non-controlling interest (7,387,547 ) (6,402,387 ) Net loss (10,418,840 ) (22,318,222 ) Net loss attributed to non-controlling interest (985,160 ) (2,146,185 )

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Intangible Assets [Abstract]
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform	Intangible assets are comprised of a business -to-business -based Software Customer Relationships Trade name Developed Technology Total Cost At December 31, 2021 12,218,908 4,840,000 750,000 1,550,000 19,358,908 Additions 2,496,621 — — — 2,496,621 Impairments — (1,699,034 ) (329,167 ) (340,139 ) (2,338,340 ) At December 31, 2022 14,715,529 3,170,966 420,833 1,209,861 19,517,189 Additions 19,413 — — — 19,413 Impairment (1,656,691 ) (1,745,854 ) (420,833 ) (144,954 ) (3,968,332 ) At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Accumulated amortization At December 31, 2021 9,582,355 345,714 — 258,333 10,186,402 Amortization 1,729,326 691,430 — 516,667 2,937,423 At December 31, 2022 11,311,681 1,037,144 — 775,000 13,123,825 Amortization 1,766,570 387,968 — 289,907 2,444,445 At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Carrying amounts At December 31, 2021 2,636,553 4,494,286 750,000 1,291,667 9,172,506 At December 31, 2022 3,403,848 2,133,822 420,833 434,861 6,393,364 At December 31, 2023 0 0 0 0 0

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Liabilities [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	The Company’s accounts payable and accrued liabilities are comprised of the following: December 31, 2023 December 31, 2022 ($) ($) Accounts payable (Note 12) 82,579 138,276 Due to related parties (Note 12 and Note 14) 177,500 304,623 Accrued liabilities (Note 12) 26,348 79,113 286,427 522,012

Notes Payable _ Related Party (

Notes Payable – Related Party (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Payable - Related Party [Abstract]
Schedule of Finance Expense	During the year ended December 31, 2023, the Company recorded finance expense of $0 (December 31, 2022 — $60,770), related to bringing the notes to their present value. Amount ($) Balance at December 31, 2021 2,786,183 Repayments (64,550 ) Finance expense 60,770 Foreign exchange adjustment (177,690 ) Balance, December 31, 2022 2,604,713 Foreign currency adjustment (35,380 ) Repayments (2,519,835 ) Cancellation of remaining debt (49,498 ) Balance, December 31, 2023 — Current — Non-current —

Share Capital (Tables)

Share Capital (Tables)	12 Months Ended
	Dec. 31, 2023
Share Capital [Line Items]
Schedule of Outstanding Stock Options	A continuity schedule of outstanding stock options is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 8,091 1,017.60 Granted 6,533 99.04 Exercised — — Forfeited (386 ) 1,484.96 Balance – December 31, 2022 14,238 594.08 Granted 25,000 14.40 Exercised — — Forfeited (10,247 ) 392.60 Balance – December 31, 2023 28,990 165.38
Schedule of Assumptions For Fair Value of Stock Options	The Company used the following assumptions in calculating the fair value of stock options for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 3.93% 2.14% – 4.03% Expected life of options 3.69 years 5.0 years Expected dividend yield Nil Nil Volatility 132.65% 96.90% – 112.40%
Schedule of Share Purchase Warrants Outstanding	At December 31, 2023, the Company had incentive stock options outstanding as follows: Expiry Date Options Outstanding Exercise Price Weighted Average Remaining Life ($) (years) April 2, 2024 432 604.80 0.25 June 27, 2024 26 614.40 0.49 September 27, 2024 962 1,087.20 0.74 October 22, 2024 52 967.20 0.81 July 24, 2025 556 715.20 1.56 July 31, 2025 546 715.20 1.58 August 10, 2025 52 715.20 1.61 June 1, 2026 236 1,689.60 2.42 June 29, 2026 44 1,356.00 2.50 August 19, 2026 1,501 1,008.00 2.64 May 10, 2027 13 189.60 3.36 August 17, 2027 3,212 96.00 3.63 September 20, 2027 140 55.20 3.72 February 13, 2028 21,218 14.40 4.12 28,990 165.38 3.69
Warrant [Member]
Share Capital [Line Items]
Schedule of Outstanding Stock Options	A continuity schedule of outstanding share purchase warrants is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 18,692 1,639.20 Exercised — — Expired (11,662 ) 1,540.80 Issued 322,878 54.72 Balance – December 31, 2022 329,908 91.84 Exercised (283,875 ) 16.19 Expired — — Issued 850,612 3.83 Balance – December 31, 2023 (1) 896,645 32.36 (1)
Schedule of Assumptions For Fair Value of Stock Options	The Company used the following assumptions in calculating the fair value of the warrants for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 4.13% – 4.49% 3.99% – 4.22% Expected life of warrants 2.06 – 4.80 years 3.06 – 5.05 years Expected dividend yield Nil Nil Volatility 132.78% 119% – 124.9% Weighted average fair value per warrant $ 4.69 $ 4.16
Schedule of Share Purchase Warrants Outstanding	At December 31, 2023, the Company had share purchase warrants outstanding as follows: Expiration Date Warrants Outstanding Exercise Price Weighted Average Remaining Life ($) (years) January 20, 2026 (1) 7,030 1,800.00 2.06 February 28, 2027 20,689 460.80 3.16 December 6, 2027 13,781 20.00 3.93 December 9, 2027 9,876 17.60 3.94 January 18, 2028 25,906 124.80 4.05 February 2, 2028 10,938 14.40 4.10 October 17, 2028 783,968 3.68 4.80 October 17, 2028 24,457 4.05 4.80 896,645 32.36 4.69 (1)

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Key Management Personnel	Key Management Personnel 2023 2022 ($) ($) Short-term employee benefits paid or accrued to the CEO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 342,275 350,657 Short-term employee benefits paid or accrued to the CFO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 354,995 363,291 Short-term employee benefits paid or accrued to a member of the advisory board of the Company, including share-based compensation vested for incentive stock options and performance warrants. 54,518 215,038 Short-term employee benefits paid or accrued to the Chief Technology Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 276,395 306,441 Short-term employee benefits paid or accrued to a Director of the Company, including share-based compensation vested for incentive stock options and performance warrants. 257,945 293,585 Short-term employee benefits paid or accrued to the Chief People Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 205,112 205,681 Short-term employee benefits paid or accrued to other directors and officers of the Company, including share-based compensation vested for incentive stock options and performance warrants. 84,586 426,153 Total 1,575,826 2,160,846

Concentration of Risk (Tables)

Concentration of Risk (Tables)	12 Months Ended
	Dec. 31, 2023
Concentration of Risk [Abstract]
Schedule of Foreign Currency Risk	The Company was exposed to the following foreign currency risk as at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 ($) ($) Cash 1,630,841 245,858 Accounts payable and accrued liabilities (105,941 ) (93,630 ) 1,524,900 152,228

Geographical Segmented Inform_2

Geographical Segmented Information (Tables)	12 Months Ended
	Dec. 31, 2023
Geographical Segmented Information [Abstract]
Schedule of Identifiable Assets by Geographic Segments	Details of identifiable assets by geographic segments are as follows: Restricted deposits Deposits Property and equipment Intangible assets December 31, 2023 Canada $ 8,679 $ — $ — $ — USA — — 1,935 — $ 8,679 $ — $ 1,935 $ — December 31, 2022 Canada $ 8,489 $ — $ — $ — USA — 100,000 93,973 6,393,364 $ 8,489 $ 100,000 $ 93,973 $ 6,393,364

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	12 Months Ended
	Dec. 31, 2023
Supplemental Cash Flow Information [Abstract]
Schedule of Supplemental Cash Flow Information	December 31, 2023 December 31, 2022 ($) ($) Non-cash investing and financing activities: Shares issued to acquire Holdco shares — 715 Shares issued in connection with Xcite acquisition — 262 Shares issued to convert Class A shares 28,247 —

Lease Obligations and Commitm_2

Lease Obligations and Commitments (Tables)	12 Months Ended
	Dec. 31, 2023
Lease Obligations and Commitments [Abstract]
Schedule of Lease Liabilities	Lease liabilities recognized as of January 1, 2022 $ 367,884 Change in lease liabilities (239,324 ) Less: current portion 128,560 At December 31, non-current portion — Lease liabilities recognized as of January 1, 2023 128,560 Change in lease liabilities (128,560 ) At December 31, 2023 0

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Components of Loss Before Income Taxes	The components of loss before income taxes are as follows: Year Ended December 31, 2023 2022 Domestic $ (8,925,899 ) $ (20,999,110 ) Foreign (1,586,258 ) (1,474,082 ) Total $ (10,512,157 ) $ (22,473,192 )
Schedule of Income Taxes at Statutory Rates	For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional 27% tax rate was applied as follows: 2023 2022 ($) ($) Loss for the year (10,512,157 ) (22,473,192 ) Income tax at federal statutory rate (2,838,000 ) (5,876,000 ) Increase (decrease) in tax resulting from: Change in statutory, foreign tax, foreign exchange rates and other 536,000 (12,000 ) Permanent differences (218,000 ) 1,875,000 Share issue costs — 370,000 Change in unrecognized deductible temporary differences 2,686,000 3,643,000 Other (166,000 ) — Income tax expense — —
Schedule of Net Deferred Tax Assets (Liabilities)	The net deferred tax assets (liabilities) are comprised of the following: 2023 2022 ($) ($) Deferred tax assets: Non-capital losses carry-forward 15,769,000 14,379,000 Exploration and Evaluation assets 1,470,000 1,470,000 Share issuance costs 733,000 789,000 Intangible assets 2,047,000 622,000 Other deferreds 1,000 12,000 Allowable capital losses 3,635,000 3,558,000 Property and equipment 77,000 76,000 Valuation allowance (23,732,000 ) (20,906,000 ) Total deferred income taxes — —
Schedule of Unused Tax Credits and Unused Tax Losses	The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated balance sheets are as follows: Temporary Differences 2023 Expiry Date Range 2022 Expiry Date Range ($) ($) Non-capital losses available for future periods – US 45,697,000 2036 to indefinite 41,188,000 2036 to indefinite Non-capital losses available for future periods – Canada 22,862,000 2026 to 2043 21,739,000 2026 to 2041 Allowable capital losses 13,463,000 No expiry date 13,178,000 No expiry date Property and equipment 280,000 No expiry date 270,000 No expiry date Intangible assets 9,747,000 No expiry date 2,962,000 No expiry date Exploration and evaluation assets 5,446,000 No expiry date 5,446,000 No expiry date Share issuance costs 2,715,000 No expiry date 2,922,000 No expiry date

Basis of Presentation (Details)

Basis of Presentation (Details) - Schedule of Subsidiary	12 Months Ended
	Dec. 31, 2023
Versus Systems (Holdco) Inc. [Member]
Schedule of Subsidiary [Line Items]
Place of Incorporation	United States of America
Proportion of Ownership Interest	81.90%
Principal Activity	Holding Company
Versus Systems UK, Ltd. [Member]
Schedule of Subsidiary [Line Items]
Place of Incorporation	United Kingdom
Proportion of Ownership Interest	81.90%
Principal Activity	Sales Company
Versus LLC [Member]
Schedule of Subsidiary [Line Items]
Place of Incorporation	United States of America
Proportion of Ownership Interest	81.90%
Principal Activity	Technology Company
Xcite Interactive, Inc. [Member]
Schedule of Subsidiary [Line Items]
Place of Incorporation	United States of America
Proportion of Ownership Interest	100%
Principal Activity	Technology Company

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Feb. 01, 2021	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies [Abstract]
Diluted loss per share (in Shares)		925,635	442,573
Duration of intangible assets		3 years
Unrecognized tax benefits		50%
Derivative warrant loss	$ 9,743,659
Warrant liability		$ 0	$ 0

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments	12 Months Ended
	Dec. 31, 2023
Computers [Member]
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments [Line Items]
Property and equipment estimated useful life	Straight line, 3 years
Right of use assets [Member]
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments [Line Items]
Property and equipment estimated useful life	Shorter of useful life or lease term

Change in Functional and Pres_2

Change in Functional and Presentation Currency (Details)	12 Months Ended
	Dec. 31, 2023
Change in Functional and Presentation Currency [Abstract]
Functional and presentation currency, description	The Company changed its functional currency from the Canadian dollar (CAD) to the United States dollar (USD) as of February 1, 2021. The change in functional currency coincided with the January 2021 initial public offering and listing on the Nasdaq. Considering Versus’ business activities, comprised primarily of United States dollar revenue and expenditures, as well as, United States dollar denominated financings, management determined that the functional currency of the Company is the United States dollar. All assets, liabilities, equity, and other components of stockholders’ equity (deficit) were translated into United States dollars at the exchange rate at the date of change.

Receivables (Details)

Receivables (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts receivable	$ 8,680	$ 46,592
Allowance for doubtful accounts	2,700	6,100
GST receivables	$ 9,542	$ 14,157

Restricted Deposit (Details)

Restricted Deposit (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Restricted Deposit [Abstract]
Restricted deposits	$ 8,679	$ 8,489

Property and Equipment (Details

Property and Equipment (Details) - Schedule of Property and Equipment - Property, Plant and Equipment [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cost
Cost Balance at Beginning	$ 995,921	$ 930,592
Cost, Disposals	(222,468)
Cost, Additions		65,329
Cost Balance at Ending	773,453	995,921
Accumulated amortization
Accumulated amortization, Balance at Beginning	901,948	636,658
Amortization for the period	23,754	265,290
Accumulated amortization, Disposals	(154,184)
Accumulated amortization, Balance at Ending	771,518	901,948
Carrying amounts
Carrying amounts, Beginning	93,973	293,934
Carrying amounts, Ending	1,935	93,973
Computers [Member]
Cost
Cost Balance at Beginning	246,719	181,390
Cost, Disposals	(222,468)
Cost, Additions		65,329
Cost Balance at Ending	24,251	246,719
Accumulated amortization
Accumulated amortization, Balance at Beginning	152,746	113,079
Amortization for the period	23,754	39,667
Accumulated amortization, Disposals	(154,184)
Accumulated amortization, Balance at Ending	22,316	152,746
Carrying amounts
Carrying amounts, Beginning	93,973	68,311
Carrying amounts, Ending	1,935	93,973
Right of Use Asset [Member]
Cost
Cost Balance at Beginning	749,202	749,202
Cost, Disposals
Cost, Additions
Cost Balance at Ending	749,202	749,202
Accumulated amortization
Accumulated amortization, Balance at Beginning	749,202	523,579
Amortization for the period		225,623
Accumulated amortization, Disposals
Accumulated amortization, Balance at Ending	749,202	749,202
Carrying amounts
Carrying amounts, Beginning		225,623
Carrying amounts, Ending

Non-Controlling Interest In V_3

Non-Controlling Interest In Versus Llc (Details) - USD ($)	Mar. 01, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2018
Non-Controlling Interest In Versus Llc (Details) [Line Items]
Common shares (in Shares)		2,506,015	260,761
Liabilities (in Dollars)	$ 4,562,631
Non-controlling interest (in Dollars)	$ 4,376,337
Common Stock [Member]
Non-Controlling Interest In Versus Llc (Details) [Line Items]
Common shares (in Shares)	715
Fair value (in Dollars)	$ 186,294
Versus LLC [Member]
Non-Controlling Interest In Versus Llc (Details) [Line Items]
Ownership interest percentage	81.90%				41.30%
Versus LLC [Member] | Common Stock [Member]
Non-Controlling Interest In Versus Llc (Details) [Line Items]
Ownership interest percentage				25.20%
Versus Systems UK, Ltd. [Member]
Non-Controlling Interest In Versus Llc (Details) [Line Items]
Ownership interest percentage	15.10%

Non-Controlling Interest In V_4

Non-Controlling Interest In Versus Llc (Details) - Schedule of Financial Information of Non-Wholly Owned Subsidiary - Subsidiaries [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Financial Information of Non-Wholly Owned Subsidiary [Line Items]
Non-controlling interest percentage	18.10%	18.10%
Assets
Current	$ 2,996,250	$ 1,011,636
Non-current	1,935	2,822,122
Total Assets	2,998,185	3,843,758
Liabilities
Current	175,051	518,701
Non-current	45,960,372	39,774,321
Total Liabilities	46,135,423	40,293,022
Net liabilities	(43,137,238)	(36,449,264)
Non-controlling interest	(7,387,547)	(6,402,387)
Net loss	(10,418,840)	(22,318,222)
Net loss attributed to non-controlling interest	$ (985,160)	$ (2,146,185)

Acquisition of Xcite Interact_2

Acquisition of Xcite Interactive, Inc. (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Acquisition of Xcite Interactive, Inc.[Line Items]
Tangible and intangible assets acquired and liabilities assumed	$ 6,500,000
Impairment assets	2,673,342
Written down	0
Impairment of Goodwill and Intangible Assets [Member]
Acquisition of Xcite Interactive, Inc.[Line Items]
Impairment assets	8,919,002
Other Intangible Assets [Member]
Acquisition of Xcite Interactive, Inc.[Line Items]
Goodwill	6,580,660
Impairment of Goodwill and Intangible Assets [Member]
Acquisition of Xcite Interactive, Inc.[Line Items]
Fair value	$ 3,760,000

Intangible Assets (Details)

Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Intangible Assets [Abstract]
Impairment change	$ 3,968,332

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform - Finite-Lived Intangible Assets [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items]
Cost, Beginning	$ 19,517,189	$ 19,358,908
Additions	19,413	2,496,621
Impairments	(3,968,332)	(2,338,340)
Cost, Ending	15,568,270	19,517,189
Accumulated amortization, Beginning	13,123,825	10,186,402
Amortization	2,444,445	2,937,423
Accumulated amortization, Ending	15,568,270	13,123,825
Carrying amounts, Beginning	6,393,364	9,172,506
Carrying amounts, Ending	0	6,393,364
Software [Member]
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items]
Cost, Beginning	14,715,529	12,218,908
Additions	19,413	2,496,621
Impairments	(1,656,691)
Cost, Ending	13,078,251	14,715,529
Accumulated amortization, Beginning	11,311,681	9,582,355
Amortization	1,766,570	1,729,326
Accumulated amortization, Ending	13,078,251	11,311,681
Carrying amounts, Beginning	3,403,848	2,636,553
Carrying amounts, Ending	0	3,403,848
Customer Relationships [Member]
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items]
Cost, Beginning	3,170,966	4,840,000
Additions
Impairments	(1,745,854)	(1,699,034)
Cost, Ending	1,425,112	3,170,966
Accumulated amortization, Beginning	1,037,144	345,714
Amortization	387,968	691,430
Accumulated amortization, Ending	1,425,112	1,037,144
Carrying amounts, Beginning	2,133,822	4,494,286
Carrying amounts, Ending	0	2,133,822
Trade name [Member]
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items]
Cost, Beginning	420,833	750,000
Additions
Impairments	(420,833)	(329,167)
Cost, Ending		420,833
Accumulated amortization, Beginning
Amortization
Accumulated amortization, Ending
Carrying amounts, Beginning	420,833	750,000
Carrying amounts, Ending	0	420,833
Developed Technology [Member]
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items]
Cost, Beginning	1,209,861	1,550,000
Additions
Impairments	(144,954)	(340,139)
Cost, Ending	1,064,907	1,209,861
Accumulated amortization, Beginning	775,000	258,333
Amortization	289,907	516,667
Accumulated amortization, Ending	1,064,907	775,000
Carrying amounts, Beginning	434,861	1,291,667
Carrying amounts, Ending	$ 0	$ 434,861

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accounts Payable and Accrued Liabilities [Line Items]
Accounts payable	$ 82,579	$ 138,276
Accrued liabilities	26,348	79,113
Total	286,427	522,012
Related Party [Member]
Schedule of Accounts Payable and Accrued Liabilities [Line Items]
Due to related parties	$ 177,500	$ 304,623

Notes Payable _ Related Party_2

Notes Payable – Related Party (Details) - Note Payable Related Party [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Notes Payable – Related Party (Details) [Line Items]
Repaid amount	$ 2,519,835	$ 64,550
Accrued interest	0	23,456
Finance expense	$ 0	$ 60,770

Notes Payable _ Related Party_3

Notes Payable – Related Party (Details) - Schedule of Finance Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Finance Expense [Abstract]
Balance at beginning	$ 2,604,713	$ 2,786,183
Repayments	(2,519,835)	(64,550)
Cancellation of remaining debt	(49,498)
Finance expense		60,770
Foreign exchange adjustment	(35,380)	(177,690)
Balance, at ending		$ 2,604,713
Current
Non-current

Share Capital (Details)

Share Capital (Details) - USD ($)		1 Months Ended		12 Months Ended
	Dec. 09, 2022	Mar. 24, 2023	Feb. 28, 2022	Dec. 31, 2023	Dec. 31, 2022	Oct. 17, 2023	Feb. 02, 2023	Jul. 18, 2022	Mar. 01, 2022
Share Capital [Line Items]
Class of share issued				2,506,015	260,761
Shares outstanding				2,506,015	260,761
Share issued price per share (in Dollars per share)				$ 2.59	$ 16
Total proceeds (in Dollars)	$ 2,099,866			$ 2,562,660	$ 7,000,000
Issuances costs of transactions (in Dollars)					$ 522,460
Exercise price per share (in Dollars per share)	$ 17.6				$ 20	$ 3.68	$ 14.4
Shares issued	131,250			989,903	131,250
Conversion of Stock, Shares Issued				21
Common share	1				18,750
Warrant shares					1
Pre-funded warrants	1				112,500
Percentage of common shares issued and outstanding				10%
Granted shares				25,000	6,533
Share based compensation options vested (in Dollars)				$ 1,452,380	$ 1,567,583
Warrant balance					7,030
Warrants issued					13,781	815,217	10,938
Offering price per share (in Dollars per share)	$ 16
IPO [Member]
Share Capital [Line Items]
Share issued price per share (in Dollars per share)			$ 384	$ 3.68
Total proceeds (in Dollars)			$ 7,000,000
Shares issued			18,229
Common share			1
Warrant shares			1
Common share, price per share (in Dollars per share)			$ 460.8
Warrant [Member]
Share Capital [Line Items]
Share issued price				283,875
Share issued price per share (in Dollars per share)					$ 460.8
Issuances costs of transactions (in Dollars)					$ 313,482
Purchase exercise shares				283,875
Exercise price per share (in Dollars per share)				$ 17.37
Total proceeds (in Dollars)				$ 4,561,200	$ 2,155,195
Pre-funded warrants					8,521
Warrant balance				7,030
Over-Allotment Option [Member]
Share Capital [Line Items]
Share issued price per share (in Dollars per share)		$ 355.2			$ 355.2
Total proceeds (in Dollars)		$ 874,125			$ 874,125
Shares issued		2,461			2,461
Common share		1
Warrant shares		1
Offering price per share (in Dollars per share)					$ 460.8
Pre-Funded Warrants [Member]
Share Capital [Line Items]
Share issued price per share (in Dollars per share)					$ 124.8
Total proceeds (in Dollars)					$ 2,099,866
Shares issued					17,271
Common share					8,750
Private Placement [Member]
Share Capital [Line Items]
Share issued price per share (in Dollars per share)					$ 43.52
Total proceeds (in Dollars)					$ 1,119,373
Exercise price per share (in Dollars per share)						$ 4.05
Shares issued					25,768
Warrants issued						24,457
Capital Units [Member]
Share Capital [Line Items]
Share issued price				815,217
Share issued price per share (in Dollars per share)				$ 14.4	$ 384
Total proceeds (in Dollars)				$ 3,000,000
Issuances costs of transactions (in Dollars)				$ 453,345	$ 900,720
Shares issued					18,229
Capital Units [Member] | IPO [Member]
Share Capital [Line Items]
Share issued price				156,250
Total proceeds (in Dollars)				$ 2,250,000
Issuances costs of transactions (in Dollars)				$ 226,544
Common Stock [Member]
Share Capital [Line Items]
Class of share issued									715
Common share					1
Common Class A [Member]
Share Capital [Line Items]
Class of share issued				0	21
Shares outstanding				0	21
Unit A warrant [Member] | Warrant [Member]
Share Capital [Line Items]
Warrant balance				7,030	7,030
Versus Holdco [Member]
Share Capital [Line Items]
Shares issued					715
Xcite Acquisition [Member]
Share Capital [Line Items]
Shares issued					262
Investor [Member]
Share Capital [Line Items]
Exercise price per share (in Dollars per share)								$ 124.8
Common share								1
Warrants issued								25,906

Share Capital (Details) - Sched

Share Capital (Details) - Schedule of Outstanding Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Outstanding Stock Options [Abstract]
Number Outstanding, Beginning Balance	14,238	8,091
Weighted Average Exercise Price, Beginning Balance	$ 594.08	$ 1,017.6
Number Outstanding, Granted	25,000	6,533
Weighted Average Exercise Price, Granted	$ 14.4	$ 99.04
Number Outstanding, Exercised
Weighted Average Exercise Price, Exercised
Number Outstanding, Forfeited	(10,247)	(386)
Weighted Average Exercise Price, Forfeited	$ 392.6	$ 1,484.96
Number Outstanding, Ending Balance	28,990	14,238
Weighted Average Exercise Price, Ending Balance	$ 165.38	$ 594.08

Share Capital (Details) - Sch_2

Share Capital (Details) - Schedule of Assumptions For Fair Value of Stock Options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Assumptions For Fair Value of Stock Options [Line Items]
Risk-free interest rate	3.93%
Expected life of options	3 years 8 months 8 days	5 years
Expected dividend yield
Volatility	132.65%
Minimum [Member]
Schedule of Assumptions For Fair Value of Stock Options [Line Items]
Risk-free interest rate		2.14%
Volatility		96.90%
Maximum [Member]
Schedule of Assumptions For Fair Value of Stock Options [Line Items]
Risk-free interest rate		4.03%
Volatility		112.40%

Share Capital (Details) - Sch_3

Share Capital (Details) - Schedule of Incentive Stock Options Outstanding - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2021
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding	14,238	28,990	8,091
Exercise Price	$ 594.08	$ 165.38	$ 1,017.6
Weighted Average Remaining Life	3 years 8 months 8 days
April 2, 2024 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		432
Exercise Price		$ 604.8
Weighted Average Remaining Life	3 months
June 27, 2024 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		26
Exercise Price		$ 614.4
Weighted Average Remaining Life	5 months 26 days
September 27, 2024 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		962
Exercise Price		$ 1,087.2
Weighted Average Remaining Life	8 months 26 days
October 22, 2024 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		52
Exercise Price		$ 967.2
Weighted Average Remaining Life	9 months 21 days
July 24, 2025 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		556
Exercise Price		$ 715.2
Weighted Average Remaining Life	1 year 6 months 21 days
July 31, 2025 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		546
Exercise Price		$ 715.2
Weighted Average Remaining Life	1 year 6 months 29 days
August 10, 2025 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		52
Exercise Price		$ 715.2
Weighted Average Remaining Life	1 year 7 months 9 days
June 1, 2026 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		236
Exercise Price		$ 1,689.6
Weighted Average Remaining Life	2 years 5 months 1 day
June 29, 2026 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		44
Exercise Price		$ 1,356
Weighted Average Remaining Life	2 years 6 months
August 19, 2026 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		1,501
Exercise Price		$ 1,008
Weighted Average Remaining Life	2 years 7 months 20 days
May 10, 2027 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		13
Exercise Price		$ 189.6
Weighted Average Remaining Life	3 years 4 months 9 days
August 17, 2027 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		3,212
Exercise Price		$ 96
Weighted Average Remaining Life	3 years 7 months 17 days
September 20, 2027 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		140
Exercise Price		$ 55.2
Weighted Average Remaining Life	3 years 8 months 19 days
February 13, 2028 [Member]
Schedule of Incentive Stock Options Outstanding [Line Items]
Options Outstanding		21,218
Exercise Price		$ 14.4
Weighted Average Remaining Life	4 years 1 month 13 days

Share Capital (Details) - Sch_4

Share Capital (Details) - Schedule of Continuity Outstanding Share Purchase Warrants - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Schedule of Continuity Outstanding Share Purchase Warrants [Line Items]
Number Outstanding, Beginning Balance	329,908		18,692
Weighted Average Exercise Price, Beginning Balance	$ 91.84		$ 1,639.2
Number Outstanding,Exercised	(283,875)
Weighted Average Exercise Price, Exercised	$ 16.19
Number Outstanding,Expired			(11,662)
Weighted Average Exercise Price, Expired			$ 1,540.8
Number Outstanding,Issued	850,612		322,878
Weighted Average Exercise Price, Issued	$ 3.83		$ 54.72
Number Outstanding, Ending Balance	896,645	[1]	329,908
Weighted Average Exercise Price, Ending Balance	$ 32.36	[1]	$ 91.84
[1]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022.

Share Capital (Details) - Sch_5

Share Capital (Details) - Schedule of Assumptions Fair Value of the Warrants - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Risk-free interest rate	3.93%
Expected life of warrants	3 years 8 months 8 days	5 years
Expected dividend yield
Volatility	132.65%
Weighted average fair value per warrant (in Dollars per share)		$ 4.16
Minimum [Member]
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Risk-free interest rate		2.14%
Volatility		96.90%
Maximum [Member]
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Risk-free interest rate		4.03%
Volatility		112.40%
Warrant [Member]
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Expected dividend yield
Volatility	132.78%
Weighted average fair value per warrant (in Dollars per share)	$ 4.69
Warrant [Member] | Minimum [Member]
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Risk-free interest rate	4.13%	3.99%
Expected life of warrants	2 years 21 days	3 years 21 days
Volatility		119%
Warrant [Member] | Maximum [Member]
Schedule of Assumptions Fair Value of the Warrants [Line Items]
Risk-free interest rate	4.49%	4.22%
Expected life of warrants	4 years 9 months 18 days	5 years 18 days
Volatility		124.90%

Share Capital (Details) - Sch_6

Share Capital (Details) - Schedule of Share Purchase Warrants Outstanding - Warrant [Member] - $ / shares		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022	Dec. 31, 2021
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		896,645	[1]	329,908	18,692
Warrants Exercise Price		$ 32.36
Warrants Weighted Average Remaining Life		4 years 8 months 8 days
January 20, 2026 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding	[2]	7,030
Warrants Exercise Price	[2]	$ 1,800
Warrants Weighted Average Remaining Life	[2]	2 years 21 days
February 28, 2027 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		20,689
Warrants Exercise Price		$ 460.8
Warrants Weighted Average Remaining Life		3 years 1 month 28 days
December 6, 2027 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		13,781
Warrants Exercise Price		$ 20
Warrants Weighted Average Remaining Life		3 years 11 months 4 days
December 9, 2027 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		9,876
Warrants Exercise Price		$ 17.6
Warrants Weighted Average Remaining Life		3 years 11 months 8 days
January 18, 2028 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		25,906
Warrants Exercise Price		$ 124.8
Warrants Weighted Average Remaining Life		4 years 18 days
February 2, 2028 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		10,938
Warrants Exercise Price		$ 14.4
Warrants Weighted Average Remaining Life		4 years 1 month 6 days
October 17, 2028 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		783,968
Warrants Exercise Price		$ 3.68
Warrants Weighted Average Remaining Life		4 years 9 months 18 days
October 17, 2028 [Member]
Schedule of Share Purchase Warrants Outstanding [Line Items]
Warrants Outstanding		24,457
Warrants Exercise Price		$ 4.05
Warrants Weighted Average Remaining Life		4 years 9 months 18 days
[1]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022.[2]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Line Items]
Costs	$ 75,214	$ 64,741
Director [Member]
Related Party Transactions [Line Items]
Accounts payable and accrued liabilities	177,500	304,623
Related Party [Member]
Related Party Transactions [Line Items]
Note payable		$ 2,604,713

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of Key Management Personnel - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	$ 1,575,826	$ 2,160,846
CEO [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	342,275	350,657
CFO [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	354,995	363,291
Advisory Board [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	54,518	215,038
Chief Technology Officer [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	276,395	306,441
Director [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	257,945	293,585
Chief People Officer [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	205,112	205,681
Other Directors and Officers [Member]
Schedule of Key Management Personnel [Line Items]
Key Management Personnel	$ 84,586	$ 426,153

Concentration of Risk (Details)

Concentration of Risk (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financial Instruments and Risk Management [Abstract]
Exchange rate	10%
Net loss	$ 152,500	$ 15,200

Concentration of Risk (Detail_2

Concentration of Risk (Details) - Schedule of Foreign Currency Risk - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items]
Total	$ 1,524,900	$ 152,228
Cash Risk [Member]
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items]
Total	1,630,841	245,858
Accounts payable and accrued liability [Member]
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items]
Total	$ (105,941)	$ (93,630)

Geographical Segmented Inform_3

Geographical Segmented Information (Details) - Schedule of Identifiable Assets by Geographic Segments - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Identifiable Assets by Geographic Segments [Line Items]
Restricted deposits	$ 8,679	$ 8,489
Deposits		100,000
Property and equipment	1,935	93,973
Intangible assets		6,393,364
Canada [Member]
Schedule of Identifiable Assets by Geographic Segments [Line Items]
Restricted deposits	8,679	8,489
Deposits
Property and equipment
Intangible assets
USA [Member]
Schedule of Identifiable Assets by Geographic Segments [Line Items]
Restricted deposits
Deposits		100,000
Property and equipment	1,935	93,973
Intangible assets		$ 6,393,364

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - Schedule of Supplemental Cash Flow Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Non-cash investing and financing activities:
Shares issued to acquire Holdco shares		$ 715
Shares issued in connection with Xcite acquisition		262
Shares issued to convert Class A shares	$ 28,247

Lease Obligations and Commitm_3

Lease Obligations and Commitments (Details)		1 Months Ended
	Sep. 06, 2017 USD ($)	May 31, 2018 CAD ($)	Dec. 31, 2023 USD ($)
Lease Obligations and Commitments [Abstract]
Monthly fee (in Dollars)		$ 7,000
Rent paid	$ 17,324
Right-of-use asset			$ 0

Schedule of Lease Liabilities (

Schedule of Lease Liabilities (Details) - Schedule of Lease Liabilities - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease Obligations and Commitments [Abstract]
Operating Lease, Liability	$ 128,560	$ 367,884
Increase (Decrease) in Other Operating Liabilities	(128,560)	(239,324)
Operating Lease, Liability, Current		128,560
Operating Lease, Liability, Noncurrent	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Tax rate	27%
Valuation allowance	$ 23.7	$ 20.9
Net operating loss	$ 30.1	$ 15.6

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Components of Loss Before Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Components of Loss Before Income Taxes [Abstract]
Domestic	$ (8,925,899)	$ (20,999,110)
Foreign	(1,586,258)	(1,474,082)
Total	$ (10,512,157)	$ (22,473,192)

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Taxes at Statutory Rates - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Income Taxes at Statutory Rates [Abstract]
Loss for the year	$ (10,512,157)	$ (22,473,192)
Income tax at federal statutory rate	(2,838,000)	(5,876,000)
Change in statutory, foreign tax, foreign exchange rates and other	536,000	(12,000)
Permanent differences	(218,000)	1,875,000
Share issue costs		370,000
Change in unrecognized deductible temporary differences	2,686,000	3,643,000
Other	(166,000)
Income tax expense

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Net Deferred Tax Assets (Liabilities) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Non-capital losses carry-forward	$ 15,769,000	$ 14,379,000
Exploration and Evaluation assets	1,470,000	1,470,000
Share issuance costs	733,000	789,000
Intangible assets	2,047,000	622,000
Other deferreds	1,000	12,000
Allowable capital losses	3,635,000	3,558,000
Property and equipment	77,000	76,000
Valuation allowance	(23,732,000)	(20,906,000)
Total deferred income taxes

Income Taxes (Details) - Sche_4

Income Taxes (Details) - Schedule of Unused Tax Credits and Unused Tax Losses	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Non-capital losses available for future periods – US [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	45,697,000	41,188,000
Expiry Date Range	2036 to indefinite
Non-capital losses available for future periods – US [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		2036 to indefinite
Non-capital losses available for future periods – Canada [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	22,862,000	21,739,000
Expiry Date Range	2026 to 2043
Non-capital losses available for future periods – Canada [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		2026 to 2041
Allowable capital losses [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	13,463,000	13,178,000
Expiry Date Range	No expiry date
Allowable capital losses [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		No expiry date
Property and equipment [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	280,000	270,000
Expiry Date Range	No expiry date
Property and equipment [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		No expiry date
Intangible assets [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	9,747,000	2,962,000
Expiry Date Range	No expiry date
Intangible assets [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		No expiry date
Exploration and evaluation assets [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	5,446,000	5,446,000
Expiry Date Range	No expiry date
Exploration and evaluation assets [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		No expiry date
Share issuance costs [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Temporary Differences	2,715,000	2,922,000
Expiry Date Range	No expiry date
Share issuance costs [Member] | Minimum [Member]
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items]
Expiry Date Range		No expiry date