Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56338 | |
Entity Registrant Name | FDCTECH, INC. | |
Entity Central Index Key | 0001722731 | |
Entity Tax Identification Number | 81-1265459 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Spectrum Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | (877) | |
Local Phone Number | 445-6047 | |
Title of 12(b) Security | Common | |
Trading Symbol | FDCT | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 2,746,582 | |
Entity Common Stock, Shares Outstanding | 333,584,729 | |
Auditor Firm ID | 5041 | |
Auditor Name | BF Borgers CPA PC | |
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 264,829 | $ 93,546 |
Accounts receivable, net of allowance for doubtful accounts of $137,371 and $117,487, respectively | 65,583 | 21,153 |
Other current assets | 435,814 | 494,470 |
OID promissory note | 55,000 | |
Total Current assets | 821,226 | 609,169 |
Capitalized software, net | 761,642 | 650,862 |
Acquired tangible assets | 38,059 | 46,024 |
Acquired intangible assets | 2,646,615 | 2,559,739 |
Other assets – non-current | 22,500 | |
Total assets | 4,267,542 | 3,888,293 |
Current liabilities: | ||
Accounts payable | 429,500 | 445,215 |
Line of credit | 47,369 | 39,246 |
Payroll tax payable | 204,828 | 165,108 |
Related-party advances | 81,000 | |
Promissory note | 550,000 | |
Cares act- paycheck protection program advance | 40,139 | 46,393 |
Other current liabilities | 99,488 | 31,339 |
Total Current liabilities | 1,371,324 | 808,301 |
SBA loan – non-current | 131,194 | 139,699 |
Cares act- paycheck protection program advance – non-current | 4,239 | |
Accrued interest – non-current | 14,704 | 9,224 |
Total liabilities | 1,517,222 | 961,464 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ Deficit: | ||
Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of December 31, 2022, and December 31, 2021 | 400 | 400 |
Common stock, par value $0.0001, 250,000,000 shares authorized; 211,275,550 and 141,811,264 shares issued and outstanding, as of December 31, 2022 and December 31, 2021 | 21,127 | 14,181 |
Additional paid-in capital | 5,725,530 | 4,841,545 |
Accumulated other comprehensive income | (6,169) | |
Accumulated deficit | (4,335,053) | (3,230,679) |
Total FDCTech, Inc. stockholders’ equity (deficit) | 1,405,835 | 1,625,448 |
Noncontrolling interest | 1,344,485 | 1,301,382 |
Total liabilities and stockholders’ deficit | $ 4,267,542 | $ 3,888,293 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful, accounts receivable | $ 137,371 | $ 117,487 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 211,275,550 | 141,811,264 |
Common stock, shares outstanding | 211,275,550 | 141,811,264 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenue | $ 6,453,732 | $ 457,661 |
Cost of sales | ||
Total cost of sales | 5,434,792 | 419,884 |
Gross Profit | 1,018,940 | 42,277 |
Operating expenses: | ||
General and administrative | 1,679,121 | 1,127,503 |
Sales and marketing | 382,864 | 648,833 |
Total operating expenses | 2,061,985 | 1,776,337 |
Operating loss | (1,043,045) | (1,734,059) |
Other income (expense): | ||
Other interest expense | (61,533) | (11,564) |
Other income (expense) | 204 | 8,929 |
Total other income (expense) | (61,329) | (2,635) |
Income (loss) before provision for income taxes | (1,104,374) | (1,736,695) |
Provision for income taxes | ||
Net loss | (1,104,374) | (1,736,695) |
Less: Net income attributable to noncontrolling interest | (1,360) | 3,202 |
Net income attributable to FDCTech’s shareholders | $ (1,103,014) | $ (1,739,897) |
Net loss per common share, basic and diluted | $ 0.01 | $ (0.02) |
Weighted average number of common shares outstanding basic and diluted | 158,048,019 | 86,063,490 |
Technology Service [Member] | ||
Revenues | ||
Total revenue | $ 626,000 | $ 301,648 |
Cost of sales | ||
Total cost of sales | 159,051 | 274,462 |
Wealth Management [Member] | ||
Revenues | ||
Total revenue | 5,827,732 | 156,013 |
Cost of sales | ||
Total cost of sales | $ 5,275,741 | $ 140,922 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 400 | $ 6,887 | $ 448,653 | $ (1,493,984) | $ (1,038,044) |
Balance, shares at Dec. 31, 2020 | 4,000,000 | 141,811,264 | |||
Common shares issued for services valued at $0.0625 per share | $ 230 | 620,770 | 621,000 | ||
Balance, shares | 2,300,000 | ||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,257 | 1,255,651 | 1,256,908 | ||
Balance, shares | 12,569,080 | ||||
Common shares issued for services valued at $0.0379 per share | $ 175 | 349,825 | 350,000 | ||
Balance, shares | 1,750,000 | ||||
Common shares issued for services valued at $0.012 per share | $ 175 | 437,325 | 437,500 | ||
Balance, shares | 1,750,000 | ||||
Common shares issued for services valued at $0.0083 per share | $ 10 | 20,990 | 21,000 | ||
Balance, shares | 100,000 | ||||
Common shares issued for services valued at $0.0095 per share | $ 10 | 21,990 | 22,000 | ||
Balance, shares | 100,000 | ||||
Common shares issued for services valued at $0.18 per share | $ 55 | 98,198 | 98,253 | ||
Balance, shares | 545,852 | ||||
Common shares issued for cash valued at $0.0625 per share | $ 200 | 199,800 | 200,000 | ||
Balance, shares | 2,000,000 | ||||
Common shares issued for financing cost valued at $0.0323 per share | $ 67 | 80,333 | 80,400 | ||
Balance, shares | 670,000 | ||||
Common shares cancelled for services valued at $0.25 per share | $ (175) | (437,325) | (437,500) | ||
Balance, shares | (1,750,000) | ||||
Common shares issued for services valued at $0.11 per share | $ 150 | 164,100 | 164,250 | ||
Balance, shares | 1,500,000 | ||||
Common shares issued for cash valued at $0.05 per share | $ 25 | 25,275 | 25,300 | ||
Balance, shares | 250,000 | ||||
Common shares issued for cash valued at $0.0408 per share | $ 50 | 37,025 | 37,075 | ||
Balance, shares | 500,000 | ||||
Common shares issued for acquisition valued at $0.03 per share | $ 4,500 | 1,350,000 | 1,354,500 | ||
Balance, shares | 45,000,000 | ||||
Common shares issued for services valued at $0.03 per share | $ 565 | 168,935 | 169,500 | ||
Balance, shares | 5,650,000 | ||||
Net loss | (1,736,695) | (1,736,695) | |||
Balance at Dec. 31, 2021 | $ 400 | $ 14,181 | 4,841,546 | (3,230,679) | 1,625,448 |
Balance, shares at Dec. 31, 2021 | 4,000,000 | 141,811,264 | |||
Common shares issued for services valued at $0.0625 per share | $ 150 | 93,600 | 93,750 | ||
Balance, shares | 1,500,000 | ||||
Common shares issued for services valued at $0.0379 per share | $ 25 | 9,450 | 9,475 | ||
Balance, shares | 250,000 | ||||
Common shares issued for services valued at $0.012 per share | $ 500 | 59,500 | 60,000 | ||
Balance, shares | 5,000,000 | ||||
Common shares issued for services valued at $0.0083 per share | $ 2,000 | 164,000 | 166,000 | ||
Balance, shares | 20,000,000 | ||||
Common shares issued for services valued at $0.0095 per share | $ 800 | 75,200 | 76,000 | ||
Balance, shares | 8,000,000 | ||||
Common shares issued for cash valued at $0.0625 per share | $ 50 | 31,200 | 31,250 | ||
Balance, shares | 500,000 | ||||
Common shares issued for financing cost valued at $0.0323 per share | $ 221 | 71,300 | 71,521 | ||
Balance, shares | 2,214,286 | ||||
Common shares issued for cash valued at $0.05 per share | $ 50 | 24,950 | 25,000 | ||
Balance, shares | 500,000 | ||||
Common shares issued for cash valued at $0.0408 per share | $ 50 | 20,335 | 20,385 | ||
Balance, shares | 500,000 | ||||
Net loss | (1,104,374) | (1,104,374) | |||
Common shares issued for cash valued at $0.0356 per share | $ 50 | 17,750 | 17,800 | ||
Balance, shares | 500,000 | ||||
Common shares issued for cash valued at $0.0395 per share | $ 50 | 19,700 | 19,750 | ||
Balance, shares | 500,000 | ||||
Forex gain (loss) on consolidation | (6,169) | (6,169) | |||
Common shares issued for cash valued at $0.010 per share | $ 3,000 | 297,000 | 300,000 | ||
Balance, shares | 30,000,000 | ||||
Balance at Dec. 31, 2022 | $ 400 | $ 21,127 | $ 5,725,530 | $ (4,335,053) | $ 1,405,835 |
Balance, shares at Dec. 31, 2022 | 4,000,000 | 211,275,550 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Conversion price per share | $ 0.10 | |
Acquisition-related Costs [Member] | ||
Shares issued price per share | 0.03 | |
Cash [Member] | ||
Shares issued price per share | $ 0.0625 | 0.10 |
Cash One [Member] | ||
Shares issued price per share | 0.05 | 0.10 |
Cash Two [Member] | ||
Shares issued price per share | 0.0408 | 0.07 |
Cash Three [Member] | ||
Shares issued price per share | 0.0356 | |
Cash Four [Member] | ||
Shares issued price per share | 0.0395 | |
Cash Five [Member] | ||
Shares issued price per share | 0.010 | |
Service [Member] | ||
Shares issued price per share | 0.0625 | 0.27 |
Service One [Member] | ||
Shares issued price per share | 0.0379 | 0.20 |
Service Two [Member] | ||
Shares issued price per share | 0.012 | 0.25 |
Service Three [Member] | ||
Shares issued price per share | 0.0083 | 0.21 |
Service Four [Member] | ||
Shares issued price per share | 0.0095 | 0.22 |
Service Five [Member] | ||
Shares issued price per share | 0.18 | |
Financing Cost [Member] | ||
Shares issued price per share | $ 0.0323 | 0.12 |
Cancelled Service [Member] | ||
Shares issued price per share | 0.25 | |
Service Six [Member] | ||
Shares issued price per share | 0.11 | |
Service Seven [Member] | ||
Shares issued price per share | $ 0.03 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (1,104,374) | $ (1,736,695) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Software depreciation and amortization | 159,051 | 274,462 |
Common stock issued for services | 476,746 | 1,526,404 |
Accounts receivable allowance | 19,884 | 21,526 |
Subscription receivable | (200,000) | |
Acquired tangible assets | 7,965 | (46,024) |
Acquired intangible assets | (86,876) | (2,559,739) |
Change in assets and liabilities: | ||
Gross accounts receivable | (64,314) | (26,138) |
Accounts payable | (15,715) | 328,715 |
OID of the promissory note | (55,000) | |
Other current liabilities | 68,149 | 31,339 |
Other current assets | 81,156 | (289,092) |
Accrued interest | 5,480 | 5,368 |
Increase in accrued payroll tax | 39,720 | 39,721 |
Net cash used in operating activities | (468,129) | (2,630,152) |
Investing Activities: | ||
Capitalized software | (269,831) | (293,000) |
Stock issued for acquisition | 1,354,500 | |
Net cash used in investing activities | (269,831) | 1,061,500 |
Financing Activities: | ||
Borrowing from (payments to) line of credit | 8,123 | 175 |
Proceeds from promissory note | 550,000 | |
Net proceeds from SBA and PPP loan | (18,999) | (5,201) |
Net proceeds from common stock | 414,185 | 262,374 |
Related party advances | (81,000) | 81,000 |
Noncontrolling interest | 43,103 | 1,301,382 |
Forex gain (loss) on consolidation | (6,169) | |
Net cash provided by financing activities | 909,243 | 1,639,731 |
Net increase in cash | 171,283 | 71,079 |
Cash at beginning of the period | 93,546 | 22,467 |
Cash at end of the period | 264,829 | 93,546 |
Cash paid for income taxes | ||
Cash paid for interest |
BUSINESS DESCRIPTION AND NATURE
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS | NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Under Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Company’s commitment to expanding its products and services in the FX and cryptocurrency markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘fintech’) and business solutions to OTC Online Brokerages and cryptocurrency businesses (“customers”). The Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets. From December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size legacy financial services companies. The Company intends to build a diversified global software-driven financial services company. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company replaces conventional legacy software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience, increase client retention, and realize cost synergies. On December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”). According to the Agreement, the Company acquired 51 45,000,000 100 51 On December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 % equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary NSFX Ltd (“NSFX”). NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). The Company will assume a business acquisition loan liability of $ 350,000 to purchase the controlling interest in NSFX. The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than June 30, 2023. NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time. On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 20,000 180,000 180,000 Currently, we have three primary business segments, (1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business. The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval. Wealth Management – AD Advisory Services Pty Ltd. AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers & accountants in Australia. ADS offers financial planners different licensing, compliance, and education solutions to meet their practice’s specific needs. ADS’ revenues, cost of sales, and gross profits for the fiscal year ending December 31, 2022, were $ 5,827,732 5,275,741 551,991 Technology & Software Development – Condor Trading Technology The Company has three sources of revenue. ● Technology Solutions ● Customized Software Development ● Consulting Services The Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform. The Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors. The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers. We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, cryptocurrencies, and other financial products. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office. The Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions. The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018. The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the second quarter of the fiscal year ending December 31, 2023. The Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and limit unnecessary blockchain usage fees, also known as gas fees. The Company has no plans to commercialize the NFT Marketplace in the fiscal year ending December 31, 2023, as the market for NFT has slowed considerably. The Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering to Australia’s wealth management industry. The Company expects to commercialize the Robo Advice Platform by the fiscal year ending December 31, 2023. The consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31, 2022, were $ 626,000 159,051 466,949 Subsidiaries of the Company ADS is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million funds under advice. On December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 20,000 180,000 180,000 Settlement of the FRH Group Note Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 February 28, 2018 0.10 0.05 20,000,000 1,256,908 12,569,080 Termination of Acquisition of Genesis Financial, Inc. In line with the new strategic direction, on June 2, 2021, the Company entered into a Stock Purchase Agreement (the “Genesis Agreement”) with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“GFNL” or “Seller”). According to the Agreement, the Company plans to acquire 100 70,000,000 35,000,000 On August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“Genesis” or “Seller”). As of the termination date, the Company did not issue any Securities to the Seller. The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material provisions, covenants, or conditions. On June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Company’s Board of Directors. Effective August 24, 2021, the Company terminated the appointment of Warwick Kerridge as the Board of Directors. The Company approved the termination upon the consent of the majority of the stockholders representing at least 68.73 Equity Line of Credit On October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 2,200,000 2,000,000 20,000,000 670,000 23,551 81,000 93,546 Promissory Note On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’), a Delaware limited liability company, for the principal amount of $ 550,000 July 27, 2022 10 155,000 2,214,286 .07 1,000,000 3 0.30 Governmental Regulation FDCTech is a publicly-traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’ providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). Board of Directors Effective January 1, 2021, Naim Abdullah resigned as the Director of the Company. On July 6, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) increased from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini is considered independent under NYSE and NASDAQ listing standards. Mr. Provini has been the Chairman, CEO, and President of Natcore Technology Inc. since May 2009, a research and development company protected by 65 patents granted or pending. From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members. He served as President of Laidlaw Asset Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995 to September 1997. Mr. Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995. He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983 to April 1985. Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy’s Honor Board, and is a former Marine Corp. officer. Mr. Provini holds an undergraduate Engineering degree from the U.S. Naval Academy in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma. On June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Company’s Board of Directors. Effective August 24, 2021, the Company terminated the appointment of Warwick Kerridge as the Board of Directors. The Company terminated Mr. Kerridge’s engagement upon the consent of the majority of the stockholders representing at least 68.73 On November 30, 2021, Charles R. Provini, a member of the Board of Directors of FDCTech, Inc. (the “Company”), notified the Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021. Mr. Provini did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices. Upon the resignation of Mr. Provini, the Company currently has three Board of Directors. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four Board of Directors. Mr. Kundnani is a seasoned entrepreneur with several decades of experience building successful businesses in the United States, the Middle East, and the United Kingdom. From May 2018 to the present, Mr. Kundnani was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA). From December 2018 to the present, Mr. Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial services company regulated by the FCA. From May 2004 to April 2008, Mr. Kundnani was the Director of Tristar Group, responsible for investing and acquiring small retail businesses in the Texas region. From February 1999 to the present, Mr. Kundnani has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. Upon the termination of Mr. Kerridge and the resignation of Mr. Provini, the Company currently had four Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the executive directors and officers of the Company. Gope S. Kundnani is considered an executive director by owning the Company’s stock of at least 10%. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. Changes in Registrant’s Certifying Accountant On July 2, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”) as the Company’s independent registered public accounting firm. The reports of FHH on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion. It was not qualified or modified for uncertainty audit scope or accounting principles. On July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2022 and 2021. Description of Company’s Securities to be Registered Effective September 03, 2021, the Company incorporated by reference the description of its common stock, par value $ 0.0001 Covid-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic throughout the United States. While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections globally. Many countries worldwide, including the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on trade. These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions. The extent to which the coronavirus impacts our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In particular, the spread of the coronavirus globally could adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation results. Ukraine-Russia Conflict The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. We relocated our personnel to Turkey, currently considered a neutral zone. No individual associated with the Company is banned or under Special Designated Nationals and Blocked Person list. If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia. If we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively impact the Company’s business plans. As of the date of this report, there has been no disruption in our operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2022. On December 31, 2022, and 2021, the Company had $ 264,829 93,546 Note 2 – Summary of Significant Accounting Policies (continued) Accounts Receivable Accounts Receivable primarily represents the amount due from ten (10) customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At December 31, 2022, and 2021, the Management determined that the allowance for doubtful accounts was $ 137,371 117,487 19,884 21,526 Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 382,864 648,833 5.93 141.77 Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. Note 2 - Summary of Significant Accounting Policies (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when it and the customer (‘parties’) have approved the agreement and are committed to fulfilling their obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumes a contract modification by oral agreement or implied by the customer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services incapable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception involving these multiple elements. Note 2 - Summary of Significant Accounting Policies (continued) Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the consideration outlined in an arrangement or contract with a customer. The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer with an original term of one year and expects the customer to renew for a second year, the Company would determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. To allocate the transaction price, the Company gives an amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. For the period ending December 31, 2019, the Company’s two primary revenue streams accounted for under ASC 606 follows: The Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for two hundred and fifty thousand ($ 250,000 160,000 160,000 18,675 17,750 80,000 20,000 According to the Second Amendment, the Company identifies two primary ongoing performance obligations in the contract for the following development services of the Platform: a) Customized developments, and b) Software updates. The Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. On February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority. The Company earns a recurring monthly payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy, and other default clauses. The Company completes and satisfies its performance obligation upon accomplishing all support and maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered, and accepted for the prior month. At the time of the invoice, the Company renders all Services, and any cash received for Services is non-refundable. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. Note 2 - Summary of Significant Accounting Policies (continued) Concentrations of Credit Risk Cash Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2021. On December 31, 2022, and 2021, the Company had $ 264,829 93,546 Revenues For the fiscal year ending December 31, 2022, and 2021, the Company had ten (10) and eight (8) active customers. Revenues generated from the top three (3) customers represented approximately 81.01 52.98 Accounts Receivable At December 31, 2022, and 2021, the company’s top four (4) customers comprise roughly 89.85 100.00 Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the fiscal year ending December 31, 2022, and 2021, the Company incurred $ 1,800 0 Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company is currently not involved in any litigation. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment charge is recognized if and when the asset’s carrying value exceeds the fair value. There are no Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. Note 2 - Summary of Significant Accounting Policies (continued) Software Development Costs By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application software’s estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Crypto Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Investing and Trading App in January 2021. The Company estimates the useful life of the software to be three ( 3 Amortization expenses were $ 159,051 274,462 The Company is developing the Condor Investing and Trading App and NFT Marketplace. The Company is currently capitalizing on the costs associated with the development. The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice Platform. The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the Condor Investing and Trading App. The Company capitalizes major costs incurred during the application development stage for internal-use software. Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $ 97,996 The $ 97,996 Foreign Currency Translation and Re-measurement The Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters We have translated the local currency of ADS and NSFX in the Australian Dollar (“AUD”) and Euro Dollar (“EUR”), respectively, into US$1.00 at the following exchange rates for the respective dates: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE December 31, 2022 USD: AUD $ 1.4670 USD:EUR $ 0.932 Average exchange rate for the period: Q1 2022 Q2 2022 Q3 2022 Q4 2022 USD: AUD $ 1.382 1.391 1.436 1.522 The Company ADS’ functional currency is AUD, and the reporting currency is the US dollar. The Company NSFX’s functional currency is EUR, and its reporting currency is the US dollar. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs to valuation techniques: Level I Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. Basic and Diluted Loss per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2022, and 2021, the Company had 158,048,019 and 86,063,490 basic and dilutive shares issued and outstanding, respectively. On December 31, 2020, the Company had 20,000,000 million potentially dilutive shares related to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended December 31, 2022, and 2021, common stock equivalents were anti-dilutive due to a net loss. Hence they are not considered in the computation. Note 2 - Summary of Significant Accounting Policies (continued) Reclassifications Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted. The Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to record, at cost, ADS’ intangible assets’ valued at $ 2,646,615 ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
MANAGEMENT_S PLANS
MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Managements Plans | |
MANAGEMENT’S PLANS | NOTE 3. MANAGEMENT’S PLANS The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. At December 31, 2022, and 2021, the accumulated deficit was $ 4,335,053 3,230,679 541,359 199,132 During the fiscal year ending December 31, 2022, and 2021, the Company incurred a net profit and a net loss of $ 1,104,374 1,736,695 Since its inception, the Company has sustained recurring losses and negative cash flows from operations. As of December 31, 2022, the Company had $ 264,829 The Company’s ability to continue as a going concern may depend on the Management’s plans discussed below. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company cannot continue as a going concern. To the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or issuance of debt. The Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. See Note 8 for Notes Payable. As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2022. |
CAPITALIZED SOFTWARE COSTS
CAPITALIZED SOFTWARE COSTS | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized Software Costs | |
CAPITALIZED SOFTWARE COSTS | NOTE 4. CAPITALIZED SOFTWARE COSTS During the fiscal year ending December 31, 2022, and 2021, the estimated remaining weighted-average useful life of the Company’s capitalized software was three ( 3 At December 31, 2022, and 2021, the gross capitalized software asset was $ 1,586,989 1,317,158 825,347 666,296 761,642 650,862 The Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software asset’s lifespan of three (3) years. Estimated Amortization Expense: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Fiscal year ended December 31, 2023 $ 22,503 Fiscal year ended December 31, 2024 $ 0 Fiscal year ended December 31, 2025 $ 0 Fiscal year ended December 31, 2026 $ 0 Fiscal year ended December 31, 2027 $ 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS In April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), incorporated under section 14 of Bermuda’s Companies Act 1981. In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients Limited (“FXClients”), under the United Kingdom Companies Act. The Company established FRH Prime and FXClients to conduct financial technology service activities. The Company established FRH Prime and FXClients to conduct financial technology service activities. At present, both companies have ceased to exist. Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 0.10 0.05 6 Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 400,000 0.05 70,000 On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 12,569,080 In September 2022, the Company issued 30,000,000 300,000 5,000,000 60,000 The Company paid off all the outstanding related parties’ liabilities as of January 31, 2022. |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2022 | |
Line Of Credit | |
LINE OF CREDIT | NOTE 6. LINE OF CREDIT From June 24, 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 12 25 47,369 39,246 |
NOTES PAYABLE _ RELATED PARTY
NOTES PAYABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – RELATED PARTY | NOTE 7. NOTES PAYABLE – RELATED PARTY Convertible Notes Payable Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 0.10 0.05 6 At December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 256,908 At December 31, 2019, the current portion of convertible notes payable and accrued interest was $ 1,000,000 196,908 At December 31, 2020, there was no non-current portion of the Notes payable and accrued interest. The Company will pay the Notes’ outstanding principal amount, together with interest at 6 10 On February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of One Hundred Thousand and 00/100 Dollars ($ 100,000 February 28, 2018 0.10 1,000,000 0.10 30 0.05 2,000,000 On May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($ 400,000 May 31, 2018 0.10 4,000,000 0.10 30 0.05 8,000,000 On November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 November 30, 2018 0.10 2,500,000 0.10 30 0.05 5,000,000 On April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 April 24, 2019 0.10 2,500,000 0.10 30 0.05 5,000,000 NOTE 7. Notes Payable – Related Party (continued) Convertible Notes Payable (continued) FRH Group Note Summary SCHEDULE OF NOTES PAYABLE Date of Note: 2/22/2016 5/16/2016 11/17/2016 4/24/2017 Original Amount of Note: $ 100,000 $ 400,000 $ 250,000 $ 250,000 Outstanding Principal Balance: $ - $ - $ - $ - Conversion Date (1) 02/22/2021 02/22/2021 02/22/2021 02/22/2021 Interest Rate: 6 % 6 % 6 % 6 % Date to which interest has been paid: Accrued Accrued Accrued Accrued Conversion Rate on February 22, 2021: $ 0.10 $ 0.10 $ 0.10 $ 0.10 Floor Conversion Price: $ 0.05 $ 0.05 $ 0.05 $ 0.05 Number Shares Converted for Original Note: 1,000,000 4,000,000 2,500,000 2,500,000 Number Shares Converted for Interest: 29,117 111,000 61,792 55,000 (1) Note Extension 1,256,908 12,569,080 Cares Act – Paycheck Protection Program (PPP Note) On May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($ 50,632 1.00 40,139 SBA Loan On May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 707 3.75 144,900 131,194 AJB Note On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’), a Delaware limited liability company, for the principal amount of $ 550,000 July 27, 2022 155,000 2,214,286 71,521 1,000,000 3 0.30 Economic Injury Disaster Loan (EIDL) The Small Business Administration offers the Economic Injury Disaster Loan program. The CARES Act changed the program to provide an emergency grant of up to $ 10,000 4,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases The rental expense was $ 25,438 29,705 Effective October 29, 2019, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is entitled to use the office and conference space on a need basis. The new rent payment or membership fee for Irvine Office is $ 95 890 From February 2019 to the present, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s rent payment is $ 1,750 From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia 11 500 As all leases are either on a month-to-month basis or less than one ( 1 Employment Agreement The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company 5,000 12,000 Accrued Interest At December 31, 2022, and December 31, 2021, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $ 14,703 9,224 Pending Litigation Management is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting any of the assets or any affiliate of the Company. Tax Compliance Matters The Company has estimated payroll tax liabilities based on its officers’ reclassification from independent contractors to employees from the fiscal ended December 31, 2017, to 2022. As of December 31, 2022, the Company has assessed federal and state payroll tax payments in the aggregate amount of $ 204,828 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 10. STOCKHOLDERS’ DEFICIT Authorized Shares On February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares. As per the Amendment, the Company shall have the authority to issue 260,000,000 250,000,000 .0001 10,000,000 .0001 On February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 10, 2022 (the “Record Date”) of the common stock, $ 0.0001 1. To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 250,000,000 500,000,000 2. To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”) On February 10, 2022, our Board unanimously approved the Corporate Actions. To eliminate the costs and management time for a special meeting and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”) and per our bylaws. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving Stockholders (common stock only) own 96,778,105 64.62 As of December 31, 2022, and December 31, 2021, the Company’s authorized capital stock consists of 10,000,000 0.0001 250,000,000 0.0001 As of December 31, 2022, and December 31, 2021, the Company had 211,275,550 141,811,264 4,000,000 The preferred stock has fifty votes for each share of preferred shares owned. The preferred shares have no other rights, privileges, and higher claims on the Company’s assets and earnings than common stock. Preferred Stock On December 12, 2016, the Board agreed to issue 2,600,000 400,000 1,000,000 4,000,000 Common Stock On January 21, 2016, the Company collectively issued 30,000,000 5,310,000 On December 12, 2016, the Company issued 28,600,000 On March 15, 2017, the Company issued 1,000,000 50,000 On March 15, 2017, the Company issued 1,500,000 75,000 On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 50,000 On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 20,000 Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, the CEO and Director of the Company. From July 1, 2017, to October 03, 2017, the Company has issued 653,332 98,000 On October 31, 2017, the Company issued 70,000 10,500 On January 15, 2019, the Company issued 60,000 9,000 From January 29, 2019 to February 15, 2019, the Company issued 33,000 4,950 2,967,000 Effective June 3, 2020, the Company issued 2,745,053 0.25 2,745,053 On October 1, 2020, the Company issued 250,000 30,000 On January 31, 2021, the Company issued 2,300,000 621,000 On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 12,569,080 On May 19, 2021, the Company issued 1,750,000 350,000 On June 02, 2021, the Company issued 1,750,000 437,500 On June 15, 2021, the Company issued 100,000 21,000 On July 06, 2021, the Company issued 100,000 22,000 On July 20, 2021, the Company issued 545,852 98,253 On October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 200,000 670,000 80,400 On October 5, 2021, the Company issued 1,500,000 164,250 In November 2021, the Company issued 750,000 62,375 On December 22, 2021, the Company issued 45,000,000 51.00 In December 2021, the Company issued 5,650,000 169,500 On January 4, 2022, the Company issued 1,500,000 93,750 From January 4, 2022, to February 10, 2022, the Company issued 2,500,000 114,185 On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’). The Company issued 2,214,286 71,521 1,000,000 3 0.30 On July 31, 2022, the Company issued 250,000 9,475 On September 30, 2022, the Company issued 30,000,000 300,000 On September 30, 2022, the Company issued 5,000,000 60,000 On December 12, 2022, the Company issued 20,000,000 166,000 On December 15, 2022, the Company issued 8,000,000 76,000 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 11. WARRANTS Effective June 1, 2017, the Company is raising $ 600,000 4,000,000 Each unit (a “Unit”) consists of one (1) share of Common Stock, par value $ .0001 Each Class A Warrant entitles the holder to purchase one ( 1 0.30 NOTE 11. WARRANTS (continued) Information About the Warrants Outstanding During Fiscal 2019 Follows SCHEDULE OF WARRANTS ACTIVITY Original Number of Warrants Issued Exercise Price per Common Share Exercisable Became Exercisable Exercised Terminated / Canceled / Expired Exercisable Expiration Date 653,332 $ 0.30 653,332 - - 653,332 - April 2019 The Warrants are redeemable by the Company, upon thirty (30) day notice, at $ .05 1.00 10 The exercise price and the number of shares of Common Stock or other securities issuable on the exercise of the Warrants are subject to adjustment in certain circumstances, including stock dividend, recapitalization, reorganization, merger, or consolidation of the Company. However, no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant. As of this report’s date, no Class A Warrants have been exercised, and all have expired. The Company issued 2,214,286 71,521 1,000,000 3 0.30 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company calculates income taxes using the asset and liability method of accounting. We compute Deferred income taxes by multiplying statutory rates applicable to estimated future-year differences between the consolidated financial statement and tax basis carrying amounts of assets and liabilities. The income tax provision is summarized as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Income Tax Deferred Tax Assets/Liability December 31, 2022 December 31, 2021 Book value Tax value Book value Tax value Income (Loss) per Books M-1 Differences: (1,104,374 ) (231,919 ) (1,736,695 ) (364,706 ) Stock/options issued for services 476,746 100,117 1,526,404 320,545 Depreciation and amortization 159,051 33,401 - - Tax income (loss) (468,577 ) (98,401 ) (210,291 ) (44,161 ) Prior Year NOL (exclude effect of state tax) (888,734 ) (186,634 ) (678,443 ) (142,473 ) Cumulative NOL (1,357,311 ) (285,035 ) (888,734 ) (186,634 ) SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Net operating loss carry forwards 285,035 186,634 Stock/options issued for services 100,117 320,545 Depreciation and amortization 33,401 - Goodwill impairment - - Tax rate change - - Valuation allowance (418,553 ) (507,179 ) Total - - Tax at statutory rate ( 21 (231,919 ) (364,706 ) State tax benefit, net of federal tax effect - - Change in valuation allowance 231,919 364,706 Total - - In 2022 and 2021, the Company had pre-tax income and losses of $ 1,104,374 1,736,695 On December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions. The Act reduces the corporate federal tax rate from a maximum of 35% to a 21% rate for corporations. The rate reduction will take effect on January 1, 2018. Therefore, we have applied the tax rate of 21% to the ending balance of federal deferred tax assets. Note 12. Income Taxes (continued) In assessing the realization of deferred tax assets, management considers whether it is more likely that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on generating future taxable income when those temporary differences become deductible. The Company believes it is unlikely to realize the benefits of NOL carryforward. In recognition of this risk, we have provided a valuation allowance of $ 231,919 231,919 231,919 Based on the available objective evidence, management believes it is likely that the net deferred tax assets will not be fully realizable on December 31, 2022. Accordingly, management maintained a full valuation allowance against its net deferred tax assets on December 31, 2022. The net change in the total valuation allowance for the twelve (12) months ending December 31, 2022, decreased by $ 142,473 4,335,053 3,230,679 For the years ended December 31, 2022, and 2021, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions defined under ASC 740. Should such a position be identified in the future, and if the Company owes interest and penalties, these would be recognized as interest expense and other expense, respectively, in the consolidated financial statements. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The Company has submitted and received acceptance of the United States Federal return for 2022 and 2021. The Company was not subject to tax examination by authorities in the United States before 2016. The State Franchise Tax return for 2022 and 2021 has been submitted and accepted by Delaware State Franchise Tax Board. Currently, the Company does not have any ongoing tax examinations. As of December 31, 2022, the Company has assessed federal and state payroll tax payments in the aggregate amount of $ 204,828 no |
OFF-BALANCE SHEET ARRANGEMENTS
OFF-BALANCE SHEET ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Off-balance Sheet Arrangements | |
OFF-BALANCE SHEET ARRANGEMENTS | NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS The Company had evaluated subsequent events through May 3, 2023, when these financial statements were available to be issued. In January 2023, the Company issued 5,309,179 60,525 60,000 10,000 FINRA Rule 1017 requires the Company to file continuing membership applications (CMAs) as it plans to apply for changes in ownership, control, and business operations. The Company filed the CMA form with FINRA in February 2023 to effect the change of ownership of CIM Securities, LLC, where the Company interest shall be 51.00 In February 2023, the Company paid off all the outstanding balance of $ 550,000 In February 2023, the Company issued 115,000,000 550,000 On December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 350,000 In March 2023, the Company issued 2,000,000 20,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). |
Consolidated Financial Statement Preparation and Use of Estimates | Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2022. On December 31, 2022, and 2021, the Company had $ 264,829 93,546 Note 2 – Summary of Significant Accounting Policies (continued) |
Accounts Receivable | Accounts Receivable Accounts Receivable primarily represents the amount due from ten (10) customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At December 31, 2022, and 2021, the Management determined that the allowance for doubtful accounts was $ 137,371 117,487 19,884 21,526 |
Sales, Marketing, and Advertising | Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 382,864 648,833 5.93 141.77 |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. Note 2 - Summary of Significant Accounting Policies (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when it and the customer (‘parties’) have approved the agreement and are committed to fulfilling their obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumes a contract modification by oral agreement or implied by the customer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services incapable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception involving these multiple elements. Note 2 - Summary of Significant Accounting Policies (continued) Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the consideration outlined in an arrangement or contract with a customer. The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer with an original term of one year and expects the customer to renew for a second year, the Company would determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. To allocate the transaction price, the Company gives an amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. For the period ending December 31, 2019, the Company’s two primary revenue streams accounted for under ASC 606 follows: The Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for two hundred and fifty thousand ($ 250,000 160,000 160,000 18,675 17,750 80,000 20,000 According to the Second Amendment, the Company identifies two primary ongoing performance obligations in the contract for the following development services of the Platform: a) Customized developments, and b) Software updates. The Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. On February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority. The Company earns a recurring monthly payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy, and other default clauses. The Company completes and satisfies its performance obligation upon accomplishing all support and maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered, and accepted for the prior month. At the time of the invoice, the Company renders all Services, and any cash received for Services is non-refundable. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. Note 2 - Summary of Significant Accounting Policies (continued) |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2021. On December 31, 2022, and 2021, the Company had $ 264,829 93,546 Revenues For the fiscal year ending December 31, 2022, and 2021, the Company had ten (10) and eight (8) active customers. Revenues generated from the top three (3) customers represented approximately 81.01 52.98 Accounts Receivable At December 31, 2022, and 2021, the company’s top four (4) customers comprise roughly 89.85 100.00 |
Research and Development (R and D) Cost | Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the fiscal year ending December 31, 2022, and 2021, the Company incurred $ 1,800 0 |
Legal Proceedings | Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company is currently not involved in any litigation. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment charge is recognized if and when the asset’s carrying value exceeds the fair value. There are no |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. Note 2 - Summary of Significant Accounting Policies (continued) |
Software Development Costs | Software Development Costs By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application software’s estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Crypto Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Investing and Trading App in January 2021. The Company estimates the useful life of the software to be three ( 3 Amortization expenses were $ 159,051 274,462 The Company is developing the Condor Investing and Trading App and NFT Marketplace. The Company is currently capitalizing on the costs associated with the development. The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice Platform. The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the Condor Investing and Trading App. The Company capitalizes major costs incurred during the application development stage for internal-use software. |
Convertible Debentures | Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $ 97,996 The $ 97,996 |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters We have translated the local currency of ADS and NSFX in the Australian Dollar (“AUD”) and Euro Dollar (“EUR”), respectively, into US$1.00 at the following exchange rates for the respective dates: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE December 31, 2022 USD: AUD $ 1.4670 USD:EUR $ 0.932 Average exchange rate for the period: Q1 2022 Q2 2022 Q3 2022 Q4 2022 USD: AUD $ 1.382 1.391 1.436 1.522 The Company ADS’ functional currency is AUD, and the reporting currency is the US dollar. The Company NSFX’s functional currency is EUR, and its reporting currency is the US dollar. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period |
Fair Value | Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs to valuation techniques: Level I Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2022, and 2021, the Company had 158,048,019 and 86,063,490 basic and dilutive shares issued and outstanding, respectively. On December 31, 2020, the Company had 20,000,000 million potentially dilutive shares related to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended December 31, 2022, and 2021, common stock equivalents were anti-dilutive due to a net loss. Hence they are not considered in the computation. Note 2 - Summary of Significant Accounting Policies (continued) |
Reclassifications | Reclassifications Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted. The Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to record, at cost, ADS’ intangible assets’ valued at $ 2,646,615 ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EXCHANGE RATE | The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE December 31, 2022 USD: AUD $ 1.4670 USD:EUR $ 0.932 Average exchange rate for the period: Q1 2022 Q2 2022 Q3 2022 Q4 2022 USD: AUD $ 1.382 1.391 1.436 1.522 |
CAPITALIZED SOFTWARE COSTS (Tab
CAPITALIZED SOFTWARE COSTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized Software Costs | |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | Estimated Amortization Expense: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Fiscal year ended December 31, 2023 $ 22,503 Fiscal year ended December 31, 2024 $ 0 Fiscal year ended December 31, 2025 $ 0 Fiscal year ended December 31, 2026 $ 0 Fiscal year ended December 31, 2027 $ 0 |
NOTES PAYABLE _ RELATED PARTY (
NOTES PAYABLE – RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | FRH Group Note Summary SCHEDULE OF NOTES PAYABLE Date of Note: 2/22/2016 5/16/2016 11/17/2016 4/24/2017 Original Amount of Note: $ 100,000 $ 400,000 $ 250,000 $ 250,000 Outstanding Principal Balance: $ - $ - $ - $ - Conversion Date (1) 02/22/2021 02/22/2021 02/22/2021 02/22/2021 Interest Rate: 6 % 6 % 6 % 6 % Date to which interest has been paid: Accrued Accrued Accrued Accrued Conversion Rate on February 22, 2021: $ 0.10 $ 0.10 $ 0.10 $ 0.10 Floor Conversion Price: $ 0.05 $ 0.05 $ 0.05 $ 0.05 Number Shares Converted for Original Note: 1,000,000 4,000,000 2,500,000 2,500,000 Number Shares Converted for Interest: 29,117 111,000 61,792 55,000 (1) Note Extension 1,256,908 12,569,080 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | Information About the Warrants Outstanding During Fiscal 2019 Follows SCHEDULE OF WARRANTS ACTIVITY Original Number of Warrants Issued Exercise Price per Common Share Exercisable Became Exercisable Exercised Terminated / Canceled / Expired Exercisable Expiration Date 653,332 $ 0.30 653,332 - - 653,332 - April 2019 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | The income tax provision is summarized as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Income Tax Deferred Tax Assets/Liability December 31, 2022 December 31, 2021 Book value Tax value Book value Tax value Income (Loss) per Books M-1 Differences: (1,104,374 ) (231,919 ) (1,736,695 ) (364,706 ) Stock/options issued for services 476,746 100,117 1,526,404 320,545 Depreciation and amortization 159,051 33,401 - - Tax income (loss) (468,577 ) (98,401 ) (210,291 ) (44,161 ) Prior Year NOL (exclude effect of state tax) (888,734 ) (186,634 ) (678,443 ) (142,473 ) Cumulative NOL (1,357,311 ) (285,035 ) (888,734 ) (186,634 ) |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Net operating loss carry forwards 285,035 186,634 Stock/options issued for services 100,117 320,545 Depreciation and amortization 33,401 - Goodwill impairment - - Tax rate change - - Valuation allowance (418,553 ) (507,179 ) Total - - Tax at statutory rate ( 21 (231,919 ) (364,706 ) State tax benefit, net of federal tax effect - - Change in valuation allowance 231,919 364,706 Total - - |
BUSINESS DESCRIPTION AND NATU_2
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | |||||||||||||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jul. 19, 2022 | Jan. 27, 2022 | Dec. 22, 2021 | Oct. 04, 2021 | Oct. 04, 2021 | Jun. 02, 2021 | Feb. 22, 2021 | Apr. 24, 2017 | Mar. 15, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Feb. 10, 2022 | Nov. 30, 2021 | Feb. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 24, 2017 | Feb. 17, 2022 | Sep. 03, 2021 | Aug. 24, 2021 | Feb. 12, 2021 | Dec. 31, 2019 | Jan. 17, 2016 | |
Product Information [Line Items] | ||||||||||||||||||||||||||
Newly issued restricted common shares | 30,000,000 | 1,000,000 | 33,000 | |||||||||||||||||||||||
Revenue | $ 6,453,732 | $ 457,661 | ||||||||||||||||||||||||
Cost of sales | 5,434,792 | 419,884 | ||||||||||||||||||||||||
Gross profit | 1,018,940 | $ 42,277 | ||||||||||||||||||||||||
Debt instrument convertibleCconversion price | $ 0.10 | |||||||||||||||||||||||||
Interest | $ 1,256,908 | |||||||||||||||||||||||||
Line of credit | $ 47,369 | 47,369 | 39,246 | |||||||||||||||||||||||
Due to related parties current | 81,000 | |||||||||||||||||||||||||
Cash | $ 264,829 | 264,829 | 93,546 | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 414,185 | $ 262,374 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 0.30 | |||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Sale of stock shares | 22,670,000 | |||||||||||||||||||||||||
FRH Group Corp [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face value | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||
Debt maturity description | February 28, 2018 | |||||||||||||||||||||||||
Debt instrument convertibleCconversion price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||
Number shares converted for original note | 2,500,000 | 2,500,000 | 4,000,000 | 1,000,000 | ||||||||||||||||||||||
Interest | $ 1,256,908 | |||||||||||||||||||||||||
Number of common shares issued | 12,569,080 | |||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | $ 250,000 | $ 400,000 | $ 100,000 | $ 250,000 | |||||||||||||||||||||
Debt instrument maturity date | Apr. 24, 2019 | Nov. 30, 2018 | May 31, 2018 | Feb. 28, 2018 | ||||||||||||||||||||||
FRH Group Corp [Member] | Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Debt instrument convertibleCconversion price | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||
Number shares converted for original note | 5,000,000 | 5,000,000 | 8,000,000 | 2,000,000 | 20,000,000 | |||||||||||||||||||||
AD Securities America LLC [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Newly issued restricted common shares | 2,000,000 | |||||||||||||||||||||||||
Number of shares acquired | 2,000,000 | |||||||||||||||||||||||||
AD Securities America LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Number of shares acquired | 2,200,000 | |||||||||||||||||||||||||
White Lion Capital, LLC [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Newly issued restricted common shares | 670,000 | 2,500,000 | 750,000 | |||||||||||||||||||||||
Number of shares acquired | 20,000,000 | |||||||||||||||||||||||||
AJB Capital Investments LLC [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Interest | $ 71,521 | |||||||||||||||||||||||||
Number of common shares issued | 2,214,286 | |||||||||||||||||||||||||
Debt instrument face amount | $ 550,000 | |||||||||||||||||||||||||
Debt instrument maturity date | Jul. 27, 2022 | |||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 10% | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 155,000 | |||||||||||||||||||||||||
Share issued price | $ 0.07 | |||||||||||||||||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||||||
Warrants exercise price per share | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||
Wealth Management [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Revenue | $ 5,827,732 | $ 156,013 | ||||||||||||||||||||||||
Cost of sales | 5,275,741 | 140,922 | ||||||||||||||||||||||||
Wealth Management [Member] | AD Advisory Service Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Revenue | 5,827,732 | |||||||||||||||||||||||||
Cost of sales | 5,275,741 | |||||||||||||||||||||||||
Gross profit | 551,991 | |||||||||||||||||||||||||
Technology and Software Development [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Revenue | 626,000 | |||||||||||||||||||||||||
Cost of sales | 159,051 | |||||||||||||||||||||||||
Gross profit | $ 466,949 | |||||||||||||||||||||||||
AD Financial Services Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Newly issued restricted common shares | 45,000,000 | |||||||||||||||||||||||||
AD Advisory Service Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 51% | |||||||||||||||||||||||||
New Star Capital Trading Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.10% | |||||||||||||||||||||||||
CIM Securities LLC [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 51% | |||||||||||||||||||||||||
Payments for non-refundable deposit | $ 20,000 | |||||||||||||||||||||||||
Transferred to escrow account | $ 180,000 | |||||||||||||||||||||||||
Business acquisition holds controlling interest | $ 180,000 | |||||||||||||||||||||||||
Share Exchange Agreement [Member] | AD Advisory Service Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Equity method investment ownership percentage | 100% | |||||||||||||||||||||||||
Share Exchange Agreement [Member] | AD Financial Services Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 51% | |||||||||||||||||||||||||
Share Exchange Agreement [Member] | AD Advisory Service Pty Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Newly issued restricted common shares | 45,000,000 | |||||||||||||||||||||||||
Sales Purchase Agreement [Member] | New Star Capital Trading Ltd [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.10% | 50.10% | ||||||||||||||||||||||||
Business acquisition loan liability | $ 350,000 | |||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Genesis Financial, Inc. [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 100% | 68.73% | ||||||||||||||||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 70,000,000 | |||||||||||||||||||||||||
Business acquisition, equity interest issued or issuable, value assigned | $ 35,000,000 | |||||||||||||||||||||||||
Investment Agreement [Member] | White Lion Capital, LLC [Member] | ||||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||||
Stock issued during period shares on commitment fee | 670,000 | |||||||||||||||||||||||||
Line of credit | $ 23,551 | |||||||||||||||||||||||||
Due to related parties current | $ 81,000 | $ 81,000 |
SCHEDULE OF EXCHANGE RATE (Deta
SCHEDULE OF EXCHANGE RATE (Details) | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
USD: AUD | 1.522 | 1.436 | 1.391 | 1.382 |
Year End USD to AUD [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
USD: AUD | 1.4670 | |||
Year End USD to EUR [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
USD: AUD | 0.932 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 04, 2018 | Jul. 19, 2017 | Aug. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Jan. 02, 2020 | |
Product Information [Line Items] | ||||||||
Cash on hand | $ 264,829 | $ 93,546 | ||||||
Allowances for accounts receivable | 137,371 | 117,487 | ||||||
Bad debt expense | 19,884 | 21,526 | ||||||
Sales and marketing | $ 382,864 | 648,833 | ||||||
Proceeds from sale of source code | $ 160,000 | |||||||
Revenue recognized | 160,000 | |||||||
Software developments revenue wroteoff | 18,675 | |||||||
Performance obligations, description | The Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. | |||||||
Research and development expense | $ 1,800 | 0 | ||||||
Impairment charges | $ 0 | $ 0 | ||||||
Finite-lived intangible asset, useful life | 3 years | 3 years | ||||||
Amortization expense | $ 159,051 | $ 274,462 | ||||||
Amortized discount | 97,996 | |||||||
Intrinsic value | $ 97,996 | |||||||
Weighted Average Number of Shares Outstanding, Basic | 158,048,019 | 86,063,490 | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 86,063,490 | |||||||
Intangible assets in fair value | $ 2,646,615 | |||||||
Four Outstanding FRH Group Convertible Notes [Member] | ||||||||
Product Information [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,000,000 | |||||||
Definitive Asset Purchase Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Cost of future development | $ 250,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from settlement of delivered services | $ 17,750 | |||||||
Second Amendment [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from sale of source code | $ 80,000 | |||||||
Second Amendment [Member] | Installment One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from sale of source code | 20,000 | |||||||
Second Amendment [Member] | Installment Two [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from sale of source code | 20,000 | |||||||
Second Amendment [Member] | Installment Three [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from sale of source code | 20,000 | |||||||
Second Amendment [Member] | Installment Four [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from sale of source code | $ 20,000 | |||||||
Revenue Benchmark [Member] | Sales and Marketing [Member] | Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 5.93% | 141.77% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top 3 Customers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 81.01% | 52.98% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Top 3 Customers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 89.85% | 100% |
MANAGEMENT_S PLANS (Details Nar
MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Managements Plans | ||
Accumulated deficit | $ 4,335,053 | $ 3,230,679 |
Working capital deficit | 541,359 | 199,132 |
Net loss | 1,104,374 | 1,736,695 |
Cash | $ 264,829 | $ 93,546 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) | Dec. 31, 2022 USD ($) |
Capitalized Software Costs | |
Fiscal year ended December 31, 2023 | $ 22,503 |
Fiscal year ended December 31, 2024 | 0 |
Fiscal year ended December 31, 2025 | 0 |
Fiscal year ended December 31, 2026 | 0 |
Fiscal year ended December 31, 2027 | $ 0 |
CAPITALIZED SOFTWARE COSTS (Det
CAPITALIZED SOFTWARE COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Software Costs | ||
Estimated useful life of capitalized software | 3 years | 3 years |
Gross capitalized software asset | $ 1,586,989 | $ 1,317,158 |
Accumulated software depreciation and amortization expenses | 825,347 | 666,296 |
Unamortized balance of capitalized software | $ 761,642 | $ 650,862 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Feb. 22, 2021 | Feb. 22, 2021 | Mar. 21, 2017 | Sep. 30, 2022 | Feb. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Jan. 17, 2016 | |
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument convertible price per share | $ 0.10 | |||||||||||
Number of shares issued during period | 2,967,000 | |||||||||||
Value of shares issued during period | $ 31,250 | $ 200,000 | ||||||||||
Issue of convertible shares, cash | 1,256,908 | |||||||||||
Common stock for cash consideration | $ 93,750 | $ 621,000 | ||||||||||
Alchemy Prime Limited [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock for cash consideration, shares | 30,000,000 | |||||||||||
Common stock for cash consideration | $ 300,000 | |||||||||||
Share based compensation, shares | 5,000,000 | |||||||||||
Share based compensation, value | $ 60,000 | |||||||||||
Stock Purchase Agreement [Member] | Susan Eaglstein [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued during period | 1,000,000 | |||||||||||
Stock Purchase Agreement [Member] | Brent Eaglstein [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued during period | 400,000 | |||||||||||
Stock Purchase Agreement [Member] | Susan Eaglstein and Brent Eaglstein [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Issued, Price Per Share | $ 0.05 | |||||||||||
Value of shares issued during period | $ 70,000 | |||||||||||
Assignment of Debt Agreement [Member] | FRH Group Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issue of convertible shares, cash | $ 1,256,908 | |||||||||||
Issue of convertible shares | 12,569,080 | |||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Short term borrowing | $ 1,000,000 | |||||||||||
Debt instrument convertible price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||
Debt interest rate | 6% | |||||||||||
Issue of convertible shares, cash | $ 1,256,908 | |||||||||||
Issue of convertible shares | 12,569,080 | |||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument convertible price per share | $ 0.05 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 24, 2016 |
Line of credit | $ 47,369 | $ 39,246 | |
Minimum [Member] | |||
Line of credit facility interest rate at period end | 12% | ||
Maximum [Member] | |||
Line of credit facility interest rate at period end | 25% | ||
Bank of America [Member] | |||
Line of credit | $ 40,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||||
Conversion price per share | $ 0.10 | ||||
FRH Group Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Original Amount of Note | $ 250,000 | $ 250,000 | $ 400,000 | $ 100,000 | |
Outstanding Principal Balance: | |||||
Conversion Date: | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | |
Interest Rate: | 6% | 6% | 6% | 6% | |
Date to which interest has been paid: | Accrued | Accrued | Accrued | Accrued | |
Conversion price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |
Floor Conversion Price: | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |
Number Shares Converted for Original Note: | 2,500,000 | 2,500,000 | 4,000,000 | 1,000,000 | |
Number Shares Converted for Interest: | 55,000 | 61,792 | 111,000 | 29,117 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 1 Months Ended | |
Feb. 22, 2021 | Feb. 15, 2019 | |
Short-Term Debt [Line Items] | ||
Common stock for cash, shares | 2,967,000 | |
Four Outstanding FRH Group Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest amount | $ 1,256,908 | |
Common stock for cash, shares | 12,569,080 |
NOTES PAYABLE _ RELATED PARTY_2
NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | ||||||||||||||
Jan. 27, 2022 | Feb. 22, 2021 | May 22, 2020 | May 14, 2020 | May 01, 2020 | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Feb. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 24, 2017 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 17, 2016 | |
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion price per share | $ 0.10 | ||||||||||||||||
Convertible notes payable, current | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Accrued interest | $ 256,908 | $ 196,908 | |||||||||||||||
Proceeds from issuance of common stock | $ 414,185 | $ 262,374 | |||||||||||||||
Number of shares issued during period | 2,967,000 | ||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,256,908 | ||||||||||||||||
Warrant price per share | $ 0.30 | ||||||||||||||||
Small Business Administration [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Loan outstanding amount | 131,194 | ||||||||||||||||
Interest rate | 3.75% | ||||||||||||||||
Proceeds from SBA loan | $ 144,900 | ||||||||||||||||
Debt instrument, periodic payment | 707 | ||||||||||||||||
Loans payable | $ 144,900 | ||||||||||||||||
AJB Capital Investments LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument, principal amount | $ 550,000 | ||||||||||||||||
Debt, maturity date | Jul. 27, 2022 | ||||||||||||||||
Proceeds from issuance of common stock | $ 155,000 | ||||||||||||||||
Number of shares issued during period | 2,214,286 | ||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 71,521 | ||||||||||||||||
Number of warrant shares | 1,000,000 | ||||||||||||||||
Warrants term | 3 years | ||||||||||||||||
Warrant price per share | $ 0.30 | $ 0.30 | |||||||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Loan outstanding amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||
Interest rate | 6% | 6% | |||||||||||||||
Debt instrument periodic interest rate | 10% | ||||||||||||||||
Debt instrument, principal amount | $ 250,000 | $ 250,000 | $ 400,000 | $ 100,000 | $ 250,000 | ||||||||||||
Debt, maturity date | Apr. 24, 2019 | Nov. 30, 2018 | May 31, 2018 | Feb. 28, 2018 | |||||||||||||
Debt instrument, conversion shares | 2,500,000 | 2,500,000 | 4,000,000 | 1,000,000 | |||||||||||||
Debt conversion, converted instrument, rate | 30% | 30% | 30% | 30% | |||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,256,908 | ||||||||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | Minimum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | |||||||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||||||
Debt instrument, conversion shares | 5,000,000 | 5,000,000 | 8,000,000 | 2,000,000 | 20,000,000 | ||||||||||||
Convertible Promissory Notes [Member] | FRH Group Corp [Member] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion price per share | $ 0.05 | ||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Interest rate | 1% | ||||||||||||||||
Proceeds from promissory note | $ 50,632 | ||||||||||||||||
PPP loan outstanding | $ 40,139 | ||||||||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Program to offer emergency grant | $ 10,000 | ||||||||||||||||
Amount received in grants | $ 4,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 25 Months Ended | ||||
Oct. 01, 2020 | Aug. 31, 2022 | Feb. 28, 2020 | Feb. 28, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | |
Product Liability Contingency [Line Items] | |||||||
Rental expense | $ 500 | $ 25,438 | $ 29,705 | ||||
Office lease, description | From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia | ||||||
Office lease, term | 11 months | 1 month | |||||
Accrued interest | $ 14,703 | 9,224 | |||||
Payroll tax payable | $ 204,828 | $ 165,108 | |||||
Chief Executive Officer and Chief Financial Officer [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Monthly compensation | $ 12,000 | $ 5,000 | |||||
Employment Contracts [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Office lease, description | The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company | ||||||
General and Administrative Expense [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Rental expense | $ 1,750 | ||||||
Payroll tax payable | $ 204,828 | ||||||
Irvine [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Rental expense | 95 | ||||||
NEW YORK | |||||||
Product Liability Contingency [Line Items] | |||||||
Rental expense | $ 890 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 15, 2022 | Dec. 12, 2022 | Sep. 30, 2022 | Feb. 10, 2022 | Jan. 27, 2022 | Jan. 04, 2022 | Dec. 22, 2021 | Oct. 05, 2021 | Oct. 04, 2021 | Jul. 20, 2021 | Jul. 06, 2021 | Jun. 15, 2021 | Jun. 02, 2021 | May 19, 2021 | Feb. 22, 2021 | Jan. 31, 2021 | Oct. 01, 2020 | Jun. 03, 2020 | Jan. 15, 2019 | Oct. 31, 2017 | Mar. 21, 2017 | Mar. 17, 2017 | Mar. 15, 2017 | Dec. 12, 2016 | Jan. 21, 2016 | Jul. 31, 2022 | Feb. 10, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 15, 2019 | Oct. 03, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 17, 2022 | Sep. 03, 2021 | Feb. 12, 2021 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares authorized to issue | 260,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Number of shares issued during period | 2,967,000 | |||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 141,811,264 | 211,275,550 | 141,811,264 | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 141,811,264 | 211,275,550 | 141,811,264 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 30,000,000 | 1,000,000 | 33,000 | |||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 300,000 | $ 50,000 | $ 4,950 | |||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 31,250 | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | 1,256,908 | |||||||||||||||||||||||||||||||||||||
Warrant price per share | $ 0.30 | |||||||||||||||||||||||||||||||||||||
AD Financial Services Pty Ltd [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 45,000,000 | |||||||||||||||||||||||||||||||||||||
AD Advisory Service Pty Ltd [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Restricted common shares, percentage | 51% | |||||||||||||||||||||||||||||||||||||
Benchmark Investments, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 2,745,053 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.25 | |||||||||||||||||||||||||||||||||||||
AD Securities America LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 200,000 | |||||||||||||||||||||||||||||||||||||
White Lion Capital, LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 670,000 | 2,500,000 | 750,000 | |||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 80,400 | $ 114,185 | $ 62,375 | |||||||||||||||||||||||||||||||||||
AJB Capital Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 2,214,286 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.07 | |||||||||||||||||||||||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 71,521 | |||||||||||||||||||||||||||||||||||||
Number of common shares issued | 2,214,286 | |||||||||||||||||||||||||||||||||||||
Number of warrant shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||||||||||||||||||
Warrant price per share | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||||||
Assignment of Debt Agreement [Member] | Four Outstanding FRH Group Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,256,908 | |||||||||||||||||||||||||||||||||||||
Number of common shares issued | 12,569,080 | |||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | ||||||||||||||||||||||||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 500,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 1,500,000 | 2,300,000 | ||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 50 | $ 200 | ||||||||||||||||||||||||||||||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,257 | |||||||||||||||||||||||||||||||||||||
Number of common shares issued | 12,569,080 | |||||||||||||||||||||||||||||||||||||
One Common Shares and One Class A Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 653,332 | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 98,000 | |||||||||||||||||||||||||||||||||||||
Mitchell Eaglstein [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 2,600,000 | |||||||||||||||||||||||||||||||||||||
Mitchell Eaglstein [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 30,000,000 | |||||||||||||||||||||||||||||||||||||
Imran Firoz [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 400,000 | |||||||||||||||||||||||||||||||||||||
Imran Firoz [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 5,310,000 | |||||||||||||||||||||||||||||||||||||
Felix R. Hong [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period for services | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Two Founding Member [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 28,600,000 | |||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 1,500,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 75,000 | |||||||||||||||||||||||||||||||||||||
Susan Eaglstein [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Bret Eaglstein [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 400,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 20,000 | |||||||||||||||||||||||||||||||||||||
Management Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 70,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 10,500 | |||||||||||||||||||||||||||||||||||||
Eight Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 60,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 9,000 | |||||||||||||||||||||||||||||||||||||
Broker Dealer [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Return of common stock, shares | 2,745,053 | |||||||||||||||||||||||||||||||||||||
Digital Marketing Consultant [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 250,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 30,000 | |||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 2,300,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 621,000 | |||||||||||||||||||||||||||||||||||||
Professional Services [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 1,750,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 350,000 | |||||||||||||||||||||||||||||||||||||
Consultant [Member] | Genesis Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 1,750,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 437,500 | |||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 22,000 | $ 21,000 | ||||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 1,500,000 | 1,500,000 | 545,852 | 250,000 | ||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 93,750 | $ 164,250 | $ 98,253 | $ 9,475 | ||||||||||||||||||||||||||||||||||
Two Board Members [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 5,650,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 169,500 | |||||||||||||||||||||||||||||||||||||
Gope S Kundnani [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 5,000,000 | |||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 60,000 | |||||||||||||||||||||||||||||||||||||
Two Officers [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | 8,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||
Number of restricted common shares issued | $ 76,000 | $ 166,000 | ||||||||||||||||||||||||||||||||||||
2022 Equity Plan [Member] | ||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||||||||||||||||||||||||||||||
Excess shares authorized | 500,000,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 96,778,105 | |||||||||||||||||||||||||||||||||||||
Isuued and outstanding voting power percentage | 64.62% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 2019 $ / shares shares | |
Warrants | |
Original Number of Warrants Issued | 653,332 |
Exercise Price per Common Share | $ / shares | $ 0.30 |
Exercisable at December 31, 2020 | 653,332 |
Became Exercisable | |
Exercised | |
Terminated/Canceled/Expired | 653,332 |
Exercisable at March 31,2022 | |
Expiration Date | April 2019 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 27, 2022 USD ($) $ / shares shares | Jun. 01, 2017 USD ($) $ / shares shares | Feb. 15, 2019 shares | Dec. 31, 2022 Days $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2022 $ / shares | Feb. 17, 2022 $ / shares | Sep. 03, 2021 $ / shares | Feb. 12, 2021 $ / shares | Dec. 31, 2019 $ / shares | |
Number of shares issued during period | shares | 2,967,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Warrant price per share | $ 0.30 | |||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ | $ 1,256,908 | |||||||||
AJB Capital Investments LLC [Member] | ||||||||||
Number of shares issued during period | shares | 2,214,286 | |||||||||
Number of warrant shares | shares | 1,000,000 | |||||||||
Shares issued price per share | $ 0.07 | |||||||||
Warrant price per share | $ 0.30 | $ 0.30 | ||||||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ | $ 71,521 | |||||||||
Warrants term | 3 years | |||||||||
Class A Warrant [Member] | ||||||||||
Number of warrant shares | shares | 1 | |||||||||
Shares issued price per share | $ 0.30 | |||||||||
Warrant [Member] | ||||||||||
Shares issued price per share | 1 | |||||||||
Warrant price per share | $ 0.05 | |||||||||
Trading days | Days | 10 | |||||||||
Private Placement [Member] | ||||||||||
Proceeds from private placement | $ | $ 600,000 | |||||||||
Description of warrants | Each unit (a “Unit”) consists of one (1) share of Common Stock, par value $.0001 per share (the “Common Stock), and one (1) redeemable Class A Warrant (the “Class A Warrant(s)”) of the Company. The Company closed the private placement effective December 15, 2017 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Private Placement [Member] | Maximum [Member] | ||||||||||
Number of shares issued during period | shares | 4,000,000 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
M-1 Differences:, assets | $ (1,104,374) | $ (1,736,695) |
M-1 Differences:, liability | (231,919) | (364,706) |
Stock issued for services, assets | 476,746 | 1,526,404 |
Stock issued for services, liability | 100,117 | 320,545 |
Depreciation and amortization | 159,051 | |
Depreciation and amortization, liability | 33,401 | |
Depreciation and amortization, assets | 33,401 | |
Tax income (loss), assets | (468,577) | (210,291) |
Tax income (loss), liability | (98,401) | (44,161) |
Prior year NOL, assets | (888,734) | (678,443) |
Prior year NOL, liability | (186,634) | (142,473) |
Cumulative NOL, assets | (1,357,311) | (888,734) |
Cumulative NOL, liability | $ (285,035) | $ (186,634) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 285,035 | $ 186,634 |
Stock/options issued for services | 100,117 | 320,545 |
Depreciation and amortization | 33,401 | |
Goodwill impairment | ||
Tax rate change | ||
Valuation allowance | (418,553) | (507,179) |
Total | ||
Federal statutory income tax | (231,919) | (364,706) |
State and local income taxes | ||
Deferred tax assets valuation allowance | 231,919 | 364,706 |
Income tax expense benefit |
SCHEDULE OF DEFERRED TAX ASSE_2
SCHEDULE OF DEFERRED TAX ASSETS (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate | 21% | 21% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax losses, available for carry-forward | $ 1,104,374 | $ 1,736,695 |
Income tax rate reduction | The Act reduces the corporate federal tax rate from a maximum of 35% to a 21% rate for corporations. The rate reduction will take effect on January 1, 2018. Therefore, we have applied the tax rate of 21% to the ending balance of federal deferred tax assets. | |
Valuation allowance | $ 231,919 | |
Deferred federal income tax expense (benefit) | 231,919 | |
Change in valuation allowances | 142,473 | |
Federal and state net operating loss carry-forwards | 4,335,053 | 3,230,679 |
Payroll tax payments | 204,828 | 165,108 |
Foreign tax expenses and liabilities | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Jan. 27, 2022 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Feb. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 19, 2022 | |
Subsequent Event [Line Items] | |||||||||
Number of shares issued during period | 2,967,000 | ||||||||
Value of shares issued during period | $ 31,250 | $ 200,000 | |||||||
Value of shares | 93,750 | 621,000 | |||||||
Cash | $ 264,829 | $ 264,829 | $ 93,546 | ||||||
CIM Securities LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interest | 51% | ||||||||
New Star Capital Trading Ltd [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interest | 50.10% | ||||||||
New Star Capital Trading Ltd [Member] | Sales Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interest | 50.10% | 50.10% | |||||||
Business acquisition loan liability | $ 350,000 | ||||||||
AJB Capital Investments LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued during period | 2,214,286 | ||||||||
Debt instrument, principal amount | $ 550,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued during period | 2,000,000 | ||||||||
Cash | $ 20,000 | ||||||||
Subsequent Event [Member] | CIM Securities LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interest | 51% | ||||||||
Subsequent Event [Member] | AJB Capital Investments LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment for consideration shares issued | $ 60,000 | ||||||||
Debt instrument, principal amount | $ 550,000 | ||||||||
Subsequent Event [Member] | AJB Capital Investments LLC [Member] | February to July 2023 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment for consideration shares issued | $ 10,000 | ||||||||
Subsequent Event [Member] | Alchemy Prime Ltd [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Balance, shares | 115,000,000 | ||||||||
Value of shares | $ 550,000 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued during period | 500,000 | 2,000,000 | |||||||
Value of shares issued during period | $ 50 | $ 200 | |||||||
Balance, shares | 1,500,000 | 2,300,000 | |||||||
Value of shares | $ 150 | $ 230 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued during period | 5,309,179 | ||||||||
Value of shares issued during period | $ 60,525 |