Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | 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 | 001-13126 | ||
Entity Registrant Name | FOMO WORLDWIDE, INC. | ||
Entity Central Index Key | 0000867028 | ||
Entity Tax Identification Number | 83-3889101 | ||
Entity Incorporation, State or Country Code | CA | ||
Entity Address, Address Line One | 831 W North Ave. | ||
Entity Address, City or Town | Pittsburgh | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 15233 | ||
City Area Code | (630) | ||
Local Phone Number | 708-0750 | ||
Title of 12(b) Security | Common | ||
Trading Symbol | FOMC | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,310,094 | ||
Entity Common Stock, Shares Outstanding | 8,620,188,088 | ||
Documents Incorporated by Reference | None | ||
Auditor Name | Urish Popeck & Co., LLC | Assurance Dimensions | |
Auditor Firm ID | 1013 | 5036 | |
Auditor Location | Pittsburgh, PA | Margate, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 96,954 | $ 94,224 |
Accounts receivable, net | 1,682,654 | 36,790 |
Loan to related party | 45,261 | 53,732 |
Inventory, net | 382,457 | 8,114 |
Prepaid expense | 9,458 | 223 |
Total current assets | 2,216,784 | 193,083 |
Property and equipment - net | 80,844 | |
Operating lease - right-of-use asset | 281,937 | |
Intangible assets- net | 514,476 | |
Goodwill | 350,110 | |
Investments | 140,006 | 765,463 |
Total assets | 3,584,157 | 958,546 |
Current liabilities | ||
Accounts payable | 1,657,084 | 40,117 |
Accounts receivable credit facility | 1,276,467 | |
Operating lease liability | 63,556 | |
Unearned revenue | 578,354 | 11,100 |
Loan payable related party | 25,048 | 22,714 |
Convertible loans payable due to non-related parties, net | 645,006 | 89,305 |
Loans payable- other | 243,692 | |
Preferred stock dividend payable | 171,646 | |
Derivative liabilities | 981,766 | 1,105,537 |
Total current liabilities | 5,642,619 | 1,268,773 |
Long-term liabilities | ||
Loan payable related party | 284,480 | |
Operating lease liability | 227,701 | |
Total current liabilities | 512,181 | |
Total liabilities | 6,154,800 | 1,268,773 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ deficit | ||
Preferred Stock Value | ||
Common stock; no par value authorized: 20,000,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 8,620,188,088 and 7,177,931,757 at December 31, 2022 and 2021, respectively | 9,023,334 | 8,631,776 |
Additional paid-in-capital | 12,503,100 | 11,301,942 |
Accumulated deficit | (24,098,281) | (20,245,145) |
Total stockholders’ deficit | (2,570,643) | (310,227) |
Total liabilities and stockholders’ deficit | 3,584,157 | 958,546 |
Preferred Class A [Member] | ||
Stockholders’ deficit | ||
Preferred Stock Value | 575 | 575 |
Preferred Class B [Member] | ||
Stockholders’ deficit | ||
Preferred Stock Value | 529 | 525 |
Preferred Class C [Member] | ||
Stockholders’ deficit | ||
Preferred Stock Value | $ 100 | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares, issued | 8,620,188,088 | 7,177,931,757 |
Common stock, shares, outstanding | 8,620,188,088 | 7,177,931,757 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 78,000,000 | 78,000,000 |
Preferred stock, shares issued | 5,750,000 | 5,750,000 |
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 5,289,982 | 5,249,982 |
Preferred stock, shares outstanding | 5,289,982 | 5,249,982 |
Preferred Class C [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Operating revenue | $ 7,515,541 | $ 657,136 |
Cost of revenue | 6,467,990 | 539,308 |
Gross profit | 1,047,551 | 117,828 |
Operating expenses: | ||
Loss on impairment | 5,353,118 | |
General and administrative | 2,645,480 | 5,987,666 |
Total operating expenses | 2,645,480 | 11,340,784 |
Loss from operations | (1,597,929) | (11,222,956) |
Other income (expenses) | ||
Interest expense | (502,409) | (334,691) |
Amortization of debt discount | (573,845) | (481,555) |
Loan forgiveness | 11,593 | |
Unrealized loss on investments | (667,237) | (435,037) |
Loss on debt conversion | (205,691) | (475,199) |
Loss on non-refundable deposit for business | (449,279) | |
Gain on debt extinguishment (derivative liabilities – convertible debt) | 226,391 | |
Initial derivative expense | (194,887) | (878,263) |
Change in fair value of derivative liabilities | (165,883) | 1,682,887 |
Total other expenses | (2,083,561) | (1,359,544) |
Loss before income taxes | (3,681,490) | (12,582,500) |
Provision for income taxes | ||
Net loss | (3,681,490) | (12,582,500) |
Preferred stock dividends | (171,646) | |
Net loss available to common shareholders | $ (3,853,136) | $ (12,582,500) |
Net loss per share, basic and diluted | $ (0.0005) | $ (0.0008) |
Weighted average common equivalent share outstanding, basic and diluted | 8,308,889,427 | 15,511,004,083 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Preferred Stock [Member] Preferred Class C [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 4,232,960 | $ 300 | $ 446 | $ 100 | $ 125,000 | $ 3,139,400 | $ (7,662,645) | $ (164,439) |
Beginning balance, shares at Dec. 31, 2020 | 4,713,543,121 | 3,000,000 | 4,463,815 | 1,000,000 | ||||
Issuance of stock in conversion of debt and accrued interest | $ 2,822,118 | 2,822,118 | ||||||
Issuance of stock in conversion of debt and accrued interest, shares | 1,396,567,128 | |||||||
Issuance of stock for services | $ 20,000 | 20,000 | ||||||
Issuance of stock for services, shares | 10,000,000 | |||||||
Issue of common shares for cash | $ 1,000,000 | 1,000,000 | ||||||
Issue of common shares for cash, shares | 527,500,000 | |||||||
Issue of preferred A shares for cash | $ 275 | 274,725 | 275,000 | |||||
Issue of preferred A shares for cash, shares | 2,750,000 | |||||||
Issue of preferred B shares as non-refundable deposit to acquire business | $ 18 | 449,261 | 449,279 | |||||
Issue of preferred B shares as non-refundable deposit to acquire business, shares | 175,000 | |||||||
Issue of preferred B shares to acquire assets | $ 38 | 4,549,962 | 4,550,000 | |||||
Issue of preferred B shares to acquire assets, shares | 375,000 | |||||||
Issue of preferred B shares for services | $ 57 | 1,765,957 | 1,766,014 | |||||
Issue of preferred B shares for services, shares | 571,167 | |||||||
Conversion of Series B preferred stock into common stock | $ 34 | $ (34) | ||||||
Conversion of Series B preferred stock into common stock, shares | 335,000,000 | (335,000) | ||||||
Common shares issued for services | $ 556,664 | 556,664 | ||||||
Common shares issued for services, shares | 195,321,508 | |||||||
Warrants issued for services | 997,637 | 997,637 | ||||||
Cancel Common stock issuable | (125,000) | 125,000 | ||||||
Net loss | (12,582,500) | (12,582,500) | ||||||
Ending balance at Dec. 31, 2021 | $ 8,631,776 | $ 575 | $ 525 | $ 100 | 11,301,942 | (20,245,145) | (310,227) | |
Ending balance, shares at Dec. 31, 2021 | 7,177,931,757 | 5,750,000 | 5,249,982 | 1,000,000 | ||||
Issuance of stock in conversion of debt and accrued interest | $ 310,059 | 310,059 | ||||||
Issuance of stock in conversion of debt and accrued interest, shares | 301,448,152 | |||||||
Issuance of stock for services | $ 65 | 534,935 | 535,000 | |||||
Issuance of stock for services, shares | 650,000 | |||||||
Conversion of Series B preferred stock into common stock | $ 30 | $ (36) | 6 | |||||
Conversion of Series B preferred stock into common stock, shares | 360,000,000 | (360,000) | ||||||
Warrants issued for services | 227,211 | 227,211 | ||||||
Net loss | (3,681,490) | (3,681,490) | ||||||
Issuance of stock in cashless exercise of warrants | ||||||||
Issuance of stock in cashless exercise of warrants, shares | 645,833,333 | |||||||
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees | $ 100 | 699,900 | 700,000 | |||||
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees, shares | 1,000,000 | |||||||
Return of shares related to acquisition of Smart Solutions Technologies, Inc. | $ (100) | (699,900) | (700,000) | |||||
Return of shares related to acquisition of Smart Solutions Technologies, Inc, shares | (1,000,000) | |||||||
Return and cancellation of Series B shares | $ (25) | 25 | ||||||
Return and cancellation of Series B shares, shares | (250,000) | |||||||
Warrants issued for services - related party | 13,981 | 13,981 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 425,000 | 425,000 | ||||||
Shares issued in transfer agent conversion | $ 81,469 | 81,469 | ||||||
Shares issued in transfer agent conversion, shares | 134,974,846 | |||||||
Preferred dividends | (171,646) | (171,646) | ||||||
Ending balance at Dec. 31, 2022 | $ 9,023,334 | $ 575 | $ 529 | $ 100 | $ 12,503,100 | $ (24,098,281) | $ (2,570,643) | |
Ending balance, shares at Dec. 31, 2022 | 8,620,188,088 | 5,750,000 | 5,289,982 | 1,000,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (3,681,490) | $ (12,582,500) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Stock based compensation | 616,469 | |
Depreciation, depletion and amortization | 60,641 | 37 |
Amortization of debt discount | 573,845 | 481,555 |
Bad debt expense | 18,992 | |
Loss on debt extinguishment | 205,691 | 475,199 |
PPP loan forgiveness | (11,593) | |
Impairment loss | 5,353,118 | |
Warrants issued for stockholder relations | 2,064,665 | |
Warrants issued for services | 227,211 | 997,637 |
Warrants issued for service - related party | 13,981 | |
Preferred B shares issued for services | 1,766,014 | |
Common shares issued for services | 556,664 | |
Amortization of operating lease - right-of-use asset | 63,292 | |
Initial derivative expense | 194,887 | 878,263 |
Realized and unrealized loss on investment | 667,237 | 435,037 |
Loss on non-refundable deposit for business | 449,279 | |
Gain on debt extinguishment | (226,391) | |
Change in fair value of derivative liabilities | 165,883 | (1,682,887) |
Decrease (increase in operating assets | ||
Accounts receivable | (976,284) | (34,923) |
Prepaid expenses | (9,235) | 687 |
Inventory | (165,912) | (8,114) |
Increase(decrease) in operating liabilities | ||
Accounts payable | 1,305,723 | (48,119) |
Unearned revenue | (103,963) | 5,486 |
Accrued officers salary | (181,084) | |
Net cash used for operating activities | (1,249,499) | (885,503) |
Cash flows provided by (used for) investing activities | ||
Cash acquired in acquisition of Smart Solutions Technologies, L.P. | 223,457 | |
Purchase of property and equipment | (4,408) | |
Purchase of investments, net of sales | (41,781) | (1,032,500) |
Repayment of loan receivable- related party | 109,623 | |
Loan made to related party | (101,152) | (53,732) |
Net cash provided by (used for) investing activities | 185,739 | (1,086,232) |
Cash flows provided by (used for) Financing activities | ||
Proceeds of convertible notes | 378,750 | 874,750 |
Proceeds from issuance of convertible note - related party | 195,000 | |
Proceeds from loans payable | 638,060 | |
Repayment of convertible note | (647,528) | (115,000) |
Proceeds of related party loan | 19,140 | |
Proceeds from issuance of convertible note - related party | ||
Repayment of loans payable | (199,368) | |
Repayments of note payable - government - SBA | (150,000) | |
Repayments of loans payable - related parties | (229,891) | |
Repayments of convertible note - related party | (195,000) | |
Proceeds from draw downs on accounts receivable credit facility | 7,269,906 | |
Repayment on accounts receivable credit facility | (5,993,439) | |
Issuance of preferred A shares | 275,000 | |
Issuance of common shares | 1,000,000 | |
Net cash provided by (used for) financing activities | 1,066,490 | 2,053,890 |
Net (decrease) increase in cash | 2,730 | 82,155 |
Cash, beginning of period | 94,224 | 12,069 |
Cash, end of period | 96,954 | 94,224 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 273,655 | |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Stock issued for debt | 104,368 | 20,000 |
Right-of-use asset obtained in exchange for new operating lease liability | 345,229 | |
Issuance of Preferred B shares to acquire businesses | 700,000 | 4,550,000 |
Return of Preferred B shares in amended acquisition agreement | (700,000) | |
Initial derivative recorded as debt | 194,887 | 874,750 |
Conversion of preferred B shares to common | 61 | 34 |
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | 425,000 | |
Preferred stock dividends | 171,646 | |
Common stock issued for debt | $ 2,822,118 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | Note 1 – BASIS OF PRESENTATION AND ORGANIZATION FOMO WORLDWIDE, INC. (“FOMO,” “we,” “our” or “the Company”), is focused on the sale of its smart board technology as well as related installation services through its wholly owned subsidiary SMARTSolution Technologies, L.P. (“SST”). Additionally, the Company markets and sells clean air disinfection products. On May 18, 2021, FOMO incorporated FOMO ADVISORS LLC, a Wyoming limited liability company, as a wholly owned private merchant banking subsidiary. FOMO ADVISORS LLC intends to assist private companies in accessing the capital markets through “pass through” investments that allow investors to gain liquidity, while benefiting from direct exposure to private company growth through derivative instruments or other rights. The subsidiary is engaging with strategic targets to introduce them to its network of financial and strategic contacts, provide them management consulting, and create a portfolio of technology investments for future incubation, capital formation, and wealth creation. The Company is currently evaluating its corporate development pipeline and has identified a number of candidates for this capital formation model, though there can be no assurances. Currently, this entity is inactive. On February 28, 2022, the Company acquired SST, see Note 9. In June 2022, the Company applied with the State of California for a name change to FOMO WORLDWIDE, INC. The name change was subsequently approved. FOMO WORLDWIDE, INC. and its subsidiaries are organized as follows: Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California FOMO Advisors, LLC (“FOMOAD”) 2021 Wyoming SMARTSolution Technologies, L.P. (“SST”) 1995 1 Pennsylvania IAQ Technologies, LLC (“IAQ”) 2020 2 Pennsylvania Energy Intelligence Center, LLC (“EIC”) 2021 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired in 2020 3 The Company was formed in 2021 IAQ Technologies, LLC On October 19, 2020, the Company acquired 100% 2,000,000 800,000 ● Ultraviolet-C in-duct and portable devices, ● Hybrid disinfection devices with UVC, carbon filtration and HEPA filtration, ● Hybrid disinfection devices with UVC and Photo Plasma, ● Bio-polar ionization disinfection for virus and Volatile Organic Compound disinfection; and ● PPE (personal protective equipment) ranging from masks to gloves with factory-direct supply side logistics. Operating results for IAQ since its acquisition have not met expectations, Accordingly, the chief executive is in the process of reorganizing IAQ. Accordingly, we determined that IAQ’s value was impaired at December 31, 2021. Independence LED Lighting, LLC and Energy Intelligence Center, LLC On February 12, 2021, the Company purchased the assets of Independence LED Lighting, LLC (“iLED”), an affiliate of IAQ, in exchange for the issuance of 250,000 3.3 On March 7, 2021, the Company purchased the assets of Energy Intelligence Center, LLC (“EIC PA”) in exchange for the issuance of 125,000 50,000,000 1,479,121 Following the acquisitions of the assets of iLED and EIC, the Company combined the assets and businesses of iLED and EIC into a newly formed wholly owned subsidiary, Energy Intelligence Center LLC (“EIC Wyoming”). The Founder and Former Managing Member of IAQ, iLED and EIC stayed on following the asset acquisitions to run their businesses. However, in July 2021, he stepped down and assumed a consulting role and a new chief executive operating officer was hired to run the businesses of IAQ and EIC Wyoming. Such individual resigned from his position on March 2, 2022 and we then appointed an interim chief executive officer. See Note 9. SMARTSolution Technologies, L.P. and SMARTSolution Technologies, Inc. On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations. Pursuant to the SPA, FOMO: ● issued to Seller 1,000,000 ● paid approximately $ 927,600 ● entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $ 100,000 ● as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 0.001 SST has been engaged in the education technology and services business for over 25 years. SST markets its systems to and installs these systems in elementary, middle and high schools, as well as colleges, universities, and commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania, Ohio and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions. As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST is currently experiencing a significant increase in orders and sales and continuous growth in backlog. Since the closing of the acquisition, FOMO has secured several millions dollars financing to support SST’s fulfillment of additional orders and delivery of its backlog. The digital smartboards which form the key element of SST’s interactive audio visual systems are primarily supplied by a leading manufacturer based in Canada, which is a subsidiary of a large multi-national company Hon Hai Precision Industry Co., Ltd., trading as Hon Hai Technology Group in China and Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is excellent, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed. See note 9. |
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 The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Reclassifications Certain reclassifications have been made to the December 31, 2021 balances to make them comparable to December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of goodwill and intangible assets, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets.. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Coronavirus (“COVID-19”) Pandemic During the year ended December 31, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Cash Cash consists of deposits in large national banks. On December 31, 2022 and December 31, 2021, respectively, the Company had $ 96,954 94,224 Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At December 31, 2022 and 2021 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Assets and liabilities measured at fair value are as follows as of December 31, 2022: Schedule of Fair Value of Assets And Liabilities Total Level 1 Level 2 Level 3 Assets Investments $ 140,006 $ 75,006 - $ 65,000 Total assets measured at fair value $ 140,006 $ 75,006 - $ 65,000 Liabilities Derivative liability $ 981,766 - - $ 981,766 Total liabilities measured at fair value $ 981,766 - - $ 981,766 Assets and liabilities measured at fair value are as follows as of December 31, 2021: Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 Level 1 Investments consist of common stock, options and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2022 and 2021, the Company did no The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 Accounts Receivable The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required. It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance, as necessary. Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables. Allowance for doubtful accounts at December 31, 2022 and 2021, were $ 0 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company had the following concentrations at December 31, 2022 and 2021. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Year Ended Year Ended Customer December 31, 2022 December 31, 2021 A 22 % 0 % B 16 % 0 % C 0 % 0 % Total 38 % 0 % Inventory Inventory consists of finished products purchased from third-party suppliers. The Company’s inventory primarily consists of Smart Boards which are sold by SST. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. At December 31, 2022 and 2021 inventory consisted of: Schedule of Inventory Classification December 31, 2022 December 31, 2021 Smart Boards $ 382,355 $ - Clean Air Technology 102 8,114 Total Inventory $ 382,457 $ 8,114 There was no The Company had the following vendor purchase concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Year Ended December 31, Vendor 2022 2021 A 89 % 0 % Total 89 % 0 % Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested annually for impairment, historically during our fourth quarter. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets, which range from one to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There was no impairment expense during the years ended December 31, 2022 and 2021. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2022 and 2021, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815. Earnings Per Share (EPS) The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. In connection with the debt extinguishment, the Company typically records an increase to additional paid-in capital for any remaining liability balance. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Original Issue Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 10. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Identify the contract with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2022 and 2021, contained a significant financing component. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. When determining revenues, no significant judgements or assumptions are required. For all transactions, the sales price is fixed and determinable (no variable consideration). All consideration from contracts is included in the transaction price. The Company’s contracts all contain single performance obligations. For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services. Sales taxes and other similar taxes are excluded from revenue. Smart Boards and Installation Services Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product. Installation Services Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation. Clean Air Technology All sales are recognized upon delivery of products to the customer. Contract Liabilities (Deferred Revenue) Contract liabilities represent deposits made by customers before the satisfaction of a performance obligation and recognition of revenue. Upon completion of the performance obligation that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. At December 31, 2022 and 2021, the Company had deferred revenue of $ 578,354 and $ 11,100 The following represents the Company’s disaggregation of revenues for the years ended December 31, 2022 and 2021: Schedule of Disaggregation of Revenue Years Ended December 31, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 7,014,591 93 % $ - 0 % Installation and repair services 471,942 6 % - 0 % Clean air technology products 29,008 1 % 657,136 100 % Total Revenues $ 7,515,541 100 % $ 657,136 100 % The Company had the following sales concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Years Ended December 31, Customer 2022 2021 A 30 % 0 % B 17 % 0 % C 13 % 0 % Total 60 % 0 % Cost of Sales Cost of sales primarily consists of product sales, purchased supplies, materials and overhead. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2022 and 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 34,937 0 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of December 31, 2022 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding December 31, 2022 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 5,289,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 2,955,850,444 Warrants (5) 1,293,541,667 Total 9,827,874,111 1 – Each share converts into 50 2 – Each share converts into 1,000 3 – Each share converts into 1 4 - Certain notes have exercise prices that have a discount to market and cause variability into the potential amount of common stock equivalents outstanding at each reporting period. As a result, the amount computed for common stock equivalents could change given the quoted closing trading price at each reporting period. 5 - Represents those that are vested and exercisable. Based on the potential common stock equivalents noted above at December 31, 2022, and the potential variability in stock prices, which directly affect the Company’s ability to determine if it has sufficient shares to settle all possible debt or equity conversions, the Company has determined that it does not have sufficient authorized shares of common stock ( 20,000,000,000 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recently Issued Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a subs |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | Note 3 – LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2022, the Company had: ● Net loss of $ 3,681,490 ● Net cash used in operations was $ 1,249,499 Additionally, at December 31, 2022, the Company had: ● Accumulated deficit of $ 24,098,281 ● Stockholders’ deficit of $ 2,570,643 ● Working capital deficit of $ 3,425,835 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 96,954 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2023, and our current capital structure including equity-based instruments and our obligations and debts. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Pursuing additional capital raising opportunities (debt or equity), ● Continue to execute on our strategic planning while increasing operational efficiency, ● Continuing to explore and execute prospective partnering or distribution opportunities; and ● Identifying unique market opportunities that represent potential positive short-term cash flow. |
LOAN RECEIVABLE, RELATED PARTY
LOAN RECEIVABLE, RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Loan Receivable Related Party | |
LOAN RECEIVABLE, RELATED PARTY | Note 4 – LOAN RECEIVABLE, RELATED PARTY During 2021, the Company has advanced funds to an affiliate of the Company’s Chief Executive Officer, Himalaya Technologies, Inc. aka Homeland Resources Ltd. (OTC: HMLA) to pay for corporate operating expenses. The Company expects to receive repayment in 2023. Effective September 1, 2022, the Company increased our available loan to Himalaya of $ 50,000 100,000.00 The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivables Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 20 % Collateral Unsecured Balance - December 31, 2020 $ - Advances 53,732 Balance - December 31, 2021 53,732 Beginning Balance 53,732 Advances 25,149 Repayments (33,620 ) Balance – December 31, 2022 $ 45,261 Ending balance $ 45,261 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Schedule of Property and Equipment December 31, December 31, Estimated Useful 2022 2021 Lives (Years) Leasehold Improvements $ 178,278 $ - 40 Vehicles 53,777 - 5 10 Furniture 19,595 - 10 Equipment 9,408 - 5 Computer - - 5 Property and Equipment gross 261,058 - Accumulated depreciation 180,214 - Total property and equipment - net $ 80,844 $ - Depreciation expense for the years ended December 31, 2022 and 2021, was $ 6,117 0 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. In connection with the acquisition of SST on February 28, 2022, the Company acquired property and equipment with a net carrying amount of $ 82,553 See Note 9. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | Note 6 – INVESTMENTS The Company’s marketable securities consist of investments in equity securities. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825. During the year ended December 31, 2019, the Company issued 400,000 210,000,000 0.0023 483,000 0.00030 0.00070 63,000 147,000 During the year ended December 31, 2019, the Company received 1,000,000 0.0122 12,220 150,000 12,000 50,000,000 0001 On October 4, 2021, the Company invested $ 25,000 25,000 25,000 1 15,000 15,000 10,000 10,000 7,500 7,500 7,500 7,500 In 2021, the Company’s Chief Executive Officer assigned his investment brokerage account with Interactive Brokers to the Company. The investments in the account are marketable equity securities. The following is a summary of the Company’s investments at December 31, 2022 and 2021: SCHEDULE OF INVESTMENTS December 31, 2022 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0003 63,000 3 GenBio, Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 140,006 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 450,000 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 December 31, 2022 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 865,579 $ - $ (865,573 ) 6 December 31, 2021 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options, and warrants Various Various Various $ 581,243 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,220 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0007 147,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 25,000 4 $ 765,463 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2021, the Company invested in a $ 25,000 25,000 25,000 1 December 31, 2021 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 1,200,500 $ - $ (435,037 ) 765,463 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | Note 7 – DEBT The following represents a summary of the Company’s convertible notes payable, convertible note payable – related party, accounts receivable credit facility, and loans payable – related parties, key terms, and outstanding balances at December 31, 2022 and 2021, respectively: Convertible Notes Payable The Company executed several convertible notes with various lenders as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Various Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 2019 - 2020 Maturity Dates of Convertible Notes April 2022 - April 2023 September 2022 October 2022 - January 2023 2019 - 2021 Interest Rate 10 % 12 % 12 % 10 12 % Default Interest Rate 24 % 22 % 22 % 22 % Collateral Unsecured Unsecured Unsecured Unsecured Conversion Rate $ 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period GS Capital PowerUp Lending Sixth Street Lending Various Total Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Balance $ - $ - $ - $ 226,186 $ 226,186 Debt converted to common stock - - - (483,436 ) (483,436 ) Proceeds from issuance of notes 380,000 43,750 78,750 372,250 874,750 Prepayment of convertible note in cash - - - (115,000 ) (115,000 ) Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Less: unamortized debt discount (318,455 ) (31,524 ) (63,216 ) - (413,195 ) Balance – December 31, 2021 $ 61,545 $ 12,226 $ 15,534 $ - $ 89,305 Balance $ 61,545 $ 12,226 $ 15,534 $ - $ 89,305 Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Proceeds from issuance of notes 335,000 - 43,750 - 378,750 Conversion of accrued interest to note 16,206 16,206 Repayment of notes - - (122,500 ) - (122,500 ) Conversion of debt to common stock (55,000 ) (43,750 ) - - (98,750 ) Balance 676,206 - - - 676,206 Less: unamortized debt discount (31,200 ) - - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ - $ 645,006 Balance $ 645,006 $ - $ - $ - $ 645,006 On January 20, 2021, a third-party lender funded the Company $ 205,000 10 January 20, 2022 180,000 20,000 5,000 On April 8, 2021, a third-party lender funded the Company $ 103,500 12 April 8, 2022 100,000 3,500 On May 10, 2021, a third-party lender funded the Company $ 53,750 12 May 10, 2022 50,000 3,750 On June 25, 2021, a third-party lender funded the Company $ 65,000 10 June 25, 2022 60,000 2,000 3,000 10,000 55,000 On September 22, 2021, a third-party lender funded the Company $ 43,750 12 September 20, 2022 40,000 3,750 On October 26, 2021, a third-party lender funded the Company $ 78,750 12 October 26, 2022 75,000 3,750 On October 10, 2021, a third-party lender funded the Company $ 325,000 10 October 10, 2022 300,000 12,500 12,500 On January 12, 2022, a third-party lender funded the Company $ 43,750 12 January 12, 2023 40,000 3,750 On January 14, 2022, a third-party lender funded the Company $ 220,000 12 January 14, 2023 200,000 10,000 10,000 On April 5, 2022, a third-party lender funded the Company $ 115,000 in a 12 % convertible debenture due April 25, 2023 . At December 31, 2022, the loan was outstanding. The transaction netted the Company $ 100,000 after $ 5,000 legal and due diligence fees and a $ 10,000 original issue discount. At December 31, 2022, the loan was outstanding. Convertible Note Payable – Modification On April 19, 2022, the Company modified the terms of a loan it had with GS Capital for $ 325,000 the maturity date was extended from April 19, 2022 to October 19, 2022 16,206 341,206 The modification of the maturity date did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges. The Company determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial. During the year ended December 31, 2022, third-party lenders converted $ 104,368 301,448,152 205,691 During the year ended December 31, 2021, third-party lenders converted $ 2,822,118 1,396,567,128 475,199 Repayment of Convertible Debt in Default On July 25, 2022, we retired $ 122,500 169,000 Convertible Note Payable – Related Party In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows: SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTY Convertible Debt Related Party Issuance Date of Convertible Note March 31, 2022 Maturity Date of Convertible Note September 30, 2022 Interest Rate 11.50 % Default Interest Rate 0.00 % Collateral 1 Conversion Rate 2 Balance - December 31, 2021 $ - Principal due from issuance of note 195,000 Repayments (195,000 ) Balance – December 31, 2022 $ - 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1:1,000 During the year ended December 31, 2022, $ 50,000 145,000 Loans Payable – Related Parties In 2022, the Company, in connection with the acquisition of SST, assumed a loan due to SST’s Chief Executive Officer for $ 321,705 In 2021 and prior, the Company’s current Chief Executive Officer and former Chief Executive Officer made advances for business operating expenses. Loans payable - related parties is as follows: SCHEDULE OF LOANS PAYABLE - RELATED PARTIES 1 1 2 2 3 3 Loan Payable Loan Payable Loan Payable Related Party Related Party Related Party Total Issuance Date of Loan Various Various Various Maturity Date of Convertible Note Due on Demand Due on Demand Due on Demand Interest Rate 0.00 % 0.00 % 0.00 % Default Interest Rate 0.00 % 0.00 % 0.00 % Collateral Unsecured Unsecured Unsecured Conversion Rate None None None Balance - December 31, 2020 $ - $ 3,574 $ - $ 3,574 Balance $ - $ 3,574 $ - $ 3,574 Proceeds from advances - 1,594 17,546 19,140 Balance - December 31, 2021 - 5,168 17,546 22,714 Balance - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advance 326,911 - 14,741 341,652 Repayments (364,136 ) - (12,407 ) (376,543 ) Balance – December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Balance $ 284,480 $ 5,168 $ 19,880 $ 309,528 1- reflects activity related to the Company’s current Chief Executive Officer of SST. 2- reflects activity related to the Company’s former Chief Executive Officer of EIC. 3- reflects activity related to the Company’s current Chief Executive Officer of FOMO. Loan Payable – Other In 2022, the Company executed two loans with a third-party lender for $ 443,060 138,050 305,010 5,116 SCHEDULE OF LOAN PAYABLE OTHER Loan Payable - Other Issuance Date of Loan April 1, 2022 Maturity Date of Loan April 1, 2023 Interest Rate 16.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance - December 31, 2021 $ - Proceeds 443,060 Repayments (199,368 ) Balance - December 31, 2022 $ 243,692 Accounts Receivable Credit Facility The Company, in connection with the acquisition of SST, entered into an accounts receivable credit facility. On February 28, 2022, SST entered into a revolving accounts receivable and term loan financing and security agreement in the aggregate amount of $ 1,000,000 1,000,000 85 1,500,000 The Facility is paid from collections of accounts receivable and is secured by all assets of SST. The AR Facility has an interest rate of the lesser of (a) maximum rate allowed by law and (b) prime plus 5.25 11.50 The lender charges the following fees: 1. 2% commitment fee for the establishment of the Facility (1% due at funding and 1% due on February 28, 2023) 2. Monitoring fee of 0.40 The Company is subject to financial covenants (unless waived by lender) as follows: 1. Debt service coverage ratio of 1.25 to 1 2. Fixed charge coverage ratio of 1.25 to1 3. Tangible net worth of $ 350,000 At December 31, 2022, the Company is in default on the financial covenants noted above, however, the lender has not exercised its rights of default. The Company and the lender continue to operate under the terms of the agreement without disruption. The Company and its subsidiaries are guarantors of this Agreement. Accounts receivable credit facility is as follows: SCHEDULE OF ACCOUNTS RECEIVABLE CREDIT FACILITY Accounts Receivable Credit Facility Issuance Date of credit facility February 28, 2022 Maturity Date of credit facility February 28, 2024 Interest Rate 11.50 % Default Interest Rate 0.00 % Collateral All assets Conversion Rate None Balance - December 31, 2021 $ - Proceed from drawdowns 7,269,906 Repayments (5,993,439 ) Balance – December 31, 2022 $ 1,276,467 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | Note 8 – DERIVATIVE LIABILITIES Certain of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period. Additionally, the Company has accounted for outstanding warrants (those issued with the above debt) as derivative liabilities as there is an insufficient amount of authorized common stock to settle all potential conversions. The Company used the binomial pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Year Ended Year Ended December 31, 2022 December 31, 2021 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 196 377 % 384 % Risk-free interest rate 0.73 2.99 % 0.10 % Expected term (in years) 0.30 3.00 3.00 5.00 Expected dividend rate 0 % 0 % A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at December 31, 2022 and 2021: SCHEDULE OF DERIVATIVE LIABILITIES Convertible Debt Warrants Total Derivative liabilities - December 31, 2020 $ 834,230 $ - $ 834,230 Derivative liabilities $ 834,230 $ - $ 834,230 Fair value - commitment date 1,753,013 2,064,665 3,817,678 Fair value - mark to market adjustment (393,465 ) (1,289,422 ) (1,682,887 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities (1,863,484 ) - (1,863,484 ) Derivative liabilities - December 31, 2021 330,294 775,243 1,105,537 Derivative liabilities 330,294 775,243 1,105,537 Fair value - commitment date 300,137 61,600 361,737 Fair value - mark to market adjustment 404,695 (238,813 ) 165,882 Gain on debt extinguishment (derivative liabilities - convertible debt) (226,391 ) - (226,391 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities - December 31, 2022 $ 808,736 $ 173,030 $ 981,766 Derivative liabilities $ 808,736 $ 173,030 $ 981,766 Changes in fair value of derivative liabilities (mark to market adjustment) are included in other income (expense) in the accompanying Consolidated Statements of Operations. In 2022 and 2021, in connection with the conversion of certain debt and warrants, the corresponding derivative liabilities were market to market on the conversion date and the remaining derivative liability balance was reclassified to gain on debt extinguishment for derivative liabilities related to debt and to additional paid-in capital for derivative liabilities classified as warrants. |
ACQUISITIONS AND PRO FORMA FINA
ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION | Note 9 – ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION Acquisition for the Year Ended December 31, 2022 On February 28, 2022, the Company issued 1,000,000 1,000,000,000 700,000 0.0007 100 The valuation of the consideration was determined on an as converted basis by multiplying the Series B preferred shares by the conversion rate of 1,000 We made an initial allocation of the purchase price at the date of acquisition based on our understanding of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price consideration is considered preliminary as of March 31, 2022, with the excess purchase price allocated to goodwill and is subject to change. We completed the valuation and allocation of purchase price in April 2023. The final valuation and allocation is reflected in the table below. The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date. The table below summarizes finalized fair value of the assets acquired and the liabilities assumed at the effective acquisition date. SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration Value of earn out agreement $ 75,328 Fair value of consideration transferred 75,328 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 223,457 Accounts receivable 669,580 Inventory 208,431 Property and equipment 82,553 Operating lease - right-of-use asset 345,229 Supplier relationships 149,000 Trade name 420,000 Total assets acquired 2,098,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 421,799 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,373,032 Total net liabilities assumed (274,782 ) Goodwill in purchase of Smart Solution Technologies L.P. $ 350,110 In connection with the purchase of SST, $ 50,000 The Company initially granted 1,000,000 700,000 The goodwill of $ 350,110 Goodwill is not deductible for tax purposes. The estimated future amortization of the acquired supplier relationships and trade name are as follows: SCHEDULE OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME 2023 $ 62,250 2023 $ 65,250 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,603 Intangible assets- net $ 514,476 The following summarizes the intangible assets at December 31, 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Useful Life Supplier Relationships $ 149,000 4 years Trade Names 420,000 15 years Intangible assets gross 569,000 Accumulated amortization (54,524 ) Intangible assets net $ 514,476 On or around December 19, 2022, FOMO WORLDWIDE, INC. entered into a Employment Status and Compensation Change Agreement Element 1: Total Dollar Value: $ 45,480 1. In March of 2022, Mitchell Schwartz issued a cash loan to FOMO WORLDWIDE in the amount of $ 185,000 10,000 195,000 2. Mr. Schwartz received a single payment of $ 50,000 3. In exchange for the remainder of Insider Loan, ($ 145,000 100,000 10,000 1,250 118,750 4. The remaining balance of the Insider Loan, equal to $ 26,250 ($ 145,000 118,750 5. This agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to $ 19,230 Element 2: Total Dollar Value: $ 139,000 1. At point of purchase of SMARTSolution Technologies, L.P./Inc., FOMO WORLDWIDE agreed to a 1.5% 139,000 75,328 Element 3: Total Dollar Value: $ 100,000 1. At point of purchase of SMARTSolution Technologies, L.P./Inc., FOMO WORLDWIDE issued One-Million Series B Shares to Mr. Schwartz. This was included in the purchase agreement. 2. At the point of the Employment Status and Compensation Change Agreement, Mr. Schwartz agreed to return to FOMO these shares as a goodwill gesture and for exclusion of liability for any accounting discrepancy that may have occurred prior to his new employee agreement. 3. FOMO WORLDWIDE, along with accepting the return of the aforementioned shares, included as part of the new purchase and employee agreement, agreed to a single payment of $ 100,000 Summary: 1. All items associated with this agreement were equal in value to $ 284,480 Supplemental Pro Forma Information (Unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if the transaction had occurred on January 1, 2021. This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION Year Ended Year Ended December 31, 2022 December 31, 2021 Revenues $ 8,894,888 $ 4,351,409 Net loss $ (3,534,017 ) $ (12,263,881 ) Loss per share – basic $ (0.00 ) $ (0.00 ) Loss per share – diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares – basic 8,308,889,427 15,511,004,083 Weighted average number of shares – diluted 8,308,889,427 15,511,004,083 The weighted average shares assume the as-converted amount to common stock . Acquisitions for the Year Ended December 31, 2021 On October 19, 2020, the Company acquired 100 2,000,000 800,000 225,000 596,906 3 10 803,156 On February 12, 2021, we purchased assets, including website and trade names of Independence LED Lighting, LLC for 250,000 3,300,000 3,300,000 On March 6, 2021, we purchased the assets, including website, trade names and software of Energy Intelligence Center, LLC for 125,000 50,000,000 1,479,121 1,479,121 These acquisitions were treated as business combinations and the Company recorded the fair value of the assets acquired. The table below summarizes preliminary estimated fair value of the assets acquired at the effective acquisition date. SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET EIC iLED Consideration Series B, preferred stock ( 125,000 $ 1,250,000 $ - Series B, preferred stock ( 250,000 - 3,300,000 Warrants ( 50,000,000 229,121 - Fair value of consideration transferred $ 1,479,121 $ 3,300,000 Recognized amounts of identifiable assets acquired: Website 259,000 261,600 Trade Names 505,600 2,157,800 Software 401,000 - Total assets acquired 1,165,600 2,419,400 Goodwill $ 313,521 $ 880,600 Supplemental Pro Forma Information (Unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisitions as if the transactions had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: SCHEDULE OF BUSINESS ACQUISITION PROFORMA RELATED TO SUPPLEMENT INFORMATION 2021 Operating revenues $ 890,075 Cost of revenues 607,833 Gross profit 282,242 Operating expenses: General and administrative 5,061,430 Loss from operations (4,779,188 ) Other income (expenses) Interest expense (730,825 ) Bad debt - Loan forgiveness 11,593 Loss on investment (435,037 ) Loss on impairment (6,419,944 ) Gain on debt conversion 514,425 Debt settlement gain (loss) (231,930 ) Write off old inventory - Derivative liability gain (loss) 3,569,489 Total other expenses (3,722,229 ) Loss before income taxes (8,501,417 ) Provision for income taxes - Net loss $ (8,501,417 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 10 – COMMITMENTS AND CONTINGENCIES Right-of-Use Operating Lease On February 28, 2022, in connection with the acquisition of SST, the Company assumed a Right-of-Use (“ROU”) operating lease for its office space. The lease is for an initial term of five ( 5 7,000 At December 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 281,937 Liabilities Operating lease liability $ 291,257 Weighted-average remaining lease term (years) 4.09 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 63,292 Lease liability expense in connection with obligation repayment 23,265 Total operating lease costs $ 86,557 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 38,622 Right-of-use asset obtained in exchange for new operating lease liability $ 345,229 Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 84,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 343,000 Less: amount representing interest (51,743 ) Present value of operating lease liability 291,257 Less: current portion of operating lease liability (63,556 ) Long-term operating lease liability $ 227,701 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | Note 11– STOCKHOLDERS’ DEFICIT At December 31, 2022 and 2021, the Company had various classes of stock: Class A, Convertible Preferred Stock - 78,000,000 - 5,750,000 5,750,000 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class A converts into 50 287,500,000 287,500,000 - Voting – on an as-converted basis – 50 votes for each share held 287,500,000 287,500,000 - Dividends – $ 0.0035 - Liquidation preference – none - Rights of redemption – none Class B, Convertible Preferred Stock - 20,000,000 - 5,289,982 5,249,982 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class B converts into 1,000 5,289,982,000 5,249,982,000 - Voting – on an as-converted basis – 1,000 votes for each share held 5,289,982,000 5,249,982,000 - Dividends – 1% - Liquidation preference – none - Rights of redemption – none Class C, Convertible Preferred Stock - 2,000,000 - 1,000,000 1,000,000 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class C converts into 1 1,000,000 1,000,000 - Voting – on an as-converted basis – 100,000 votes for each share held 100,000,000,000 100,000,000,000 - Dividends – 1% - Liquidation preference – none - Rights of redemption – none Common Stock - 20,000,000,000 - No - Voting at 1 vote per share Equity Transactions for the Year Ended December 31, 2022 Stock Issued for Cashless Exercise of Warrants The Company issued 645,833,333 750,000,000 0 Stock Issued for Services – Class B, Preferred Stock The Company issued 650,000 535,000 0.0008 0.0009 Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock. Acquisition of SST On February 28, 2022, the Company issued 1,000,000 1,000,000,000 700,000 0.0007 100% On or around December 19, 2022, FOMO Worldwide entered into a Employment Status and Compensation Change Agreement. As part of this agreement, the 1,000,000 See Note 9. Stock Issued from Conversion of Convertible Debt and Loss on Debt Extinguishment The Company issued 301,448,152 104,368 310,059 0.0007 0.0015 205,691 Conversion of Class B Preferred Stock to Common Stock The Company issued 360,000,000 360,000 0 Return and Cancellation of Class B Preferred Stock to Common Stock The Company received and cancelled 250,000 0 Equity Transactions for the Year Ended December 31, 2021 Stock Issued from Conversion of Convertible Debt The Company issued 1,396,567,128 2,822,218 475,199 Stock Issued for Loan Costs The Company issued 10,000,000 20,000 Stock Issued for Cash – Common Stock The Company issued 527,500,000 1,000,000 Stock Issued for Cash – Class A, Preferred Stock The Company issued 2,750,000 275,000 Stock Issued as a Non-Refundable Deposit to Acquire The Company issued 175,000 449,279 449,279 Stock Issued to Acquire Assets of Businesses The Company issued 375,000 4,550,000 Stock Issued for Services – Class B Preferred Stock The Company issued 571,167 1,766,014 Conversion of Class B Preferred Stock to Common Stock The Company issued 335,000,000 335,000 0 Stock Issued for Services – Common Stock The Company issued 195,321,508 556,664 Cancellation of Common Stock Issuable The Company cancelled 125,000 125,000 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | Note 12 – WARRANTS Warrant activity for the years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2020 713,571,428 $ 0.0011 2.92 $ 149,500 Granted 1,288,541,667 $ 0.0018 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Granted 660,000,000 $ 0.0011 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited (618,571,428 ) $ .00034 - - Outstanding – December 31, 2022 1,293,541,667 $ 0.0013 1.86 $ - Exercisable – December 31, 2022 1,143,541,667 $ 0.0014 1.71 $ - Warrant Transactions for the Year Ended December 31, 2022 Convertible Debt Issuances In connection with convertible debt issued to various lenders, the Company granted 165,000,000 3 0.0001 0.0012 Employee Compensation Concurrent with the acquisition of SST, the Company granted 300,000,000 3 The fair value of these services rendered was $ 209,713 SUMMARY OF FAIR VALUE OF WARRANTS Exercise price $ 0.001 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % Employee Compensation The Company granted 195,000,000 3 The fair value of these services rendered was $ 91,127 59,648 SUMMARY OF FAIR VALUE OF WARRANTS Exercise price $ 0.001 Expected volatility 374 % Risk-free interest rate 1.76 % Expected term (in years) 3.00 Expected dividend rate 0 % Cashless Exercise of Warrants The Company issued 645,833,333 750,000,000 0 Warrant Transactions for the Year Ended December 31, 2021 Convertible Debt Issuances In connection with convertible debt issued to various lenders, the Company granted 1,108,541,667 3 0.0001 Employee Compensation The Company granted 180,000,000 3 The fair value of these services rendered was $ 997,637 Exercise price $ 0.002 Expected volatility 384 % Risk-free interest rate 0.00 % Expected term (in years) 3.00 Expected dividend rate 0 % |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 13 – INCOME TAXES The Company did not file its federal or state tax returns for fiscal years from 2012 through 2017. Previous management had believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net losses incurred during those years. During the year ended December 31, 2021, the Company under new management since 2019 filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 as well. Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of December 31, 2022 and 2021 may not be fully realizable. Due to recurring losses, the Company’s tax provisions for the years ended December 31, 2022 and 2021 were $ 0 The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SUMMARY OF EFFECTIVE INCOME TAX RATE 2022 2021 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % At December 31, 2022 and 2021 the Company’s deferred tax assets were as follows: SUMMARY OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Tax benefit of net operating loss carry forward $ 4,248,077 $ 3,557,350 less valuation allowance (4,248,077 ) (3,557,350 ) Net deferred tax assets $ - $ - As of December 31, 2022 the Company had unused net operating loss carry forwards of approximately $ 17.1 The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The Company’s valuation allowance at December 31, 2022 and 2021 was $ 4,248,077 3,557,350 691,000 SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS NOL carry over loss Nol carry over loss Expiration Expiration NOL 2013 $ 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 1,239,493 2027 2018 1,843,498 Indefinite 2019 48,201 Indefinite 2020 140,808 Indefinite 2021 9,262,185 Indefinite 2022 2,823,829 Indefinite $ 17,268,607 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 14 – SUBSEQUENT EVENTS Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers On January 13, 2023, FOMO signed a non-binding letter of intent (“LOI”) to acquire a UK-based provider of learning management systems (“LMS”), which are software applications for the administration, documentation, tracking, reporting, automation, and delivery of educational courses, training programs, materials or learning and development programs. The business generates revenues of several hundred thousand British pounds and is growing its top line at a double digit % annual rate (unaudited). Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP £400,000 in a non-interest-bearing seller’s note (paid in one year after close), plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue growth for the calendar year after the Closing Date. The Company’s balance sheet will remain as-is during the term the LOI is active and until the Closing Date, with no distributions, capital calls, bonuses to management or shareholders, salary increases, adjustments to working capital, etc. for any purpose, unless otherwise agreed by FOMO in writing. On January 17, 2023, we signed a non-binding purchase agreement to acquire the assets of a provider of online training and compliance software, services, and content primarily to the agriculture and food industries based in the Midwest. The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+(unaudited), and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We made $15,000 non-refundable earnest payments towards closing. There is a $5,000 non-refundable equity component added to the consideration for this transaction in the form of 5,000 Series B Preferred shares issued to extend the closing deadline to May 17, 2023. On February 3, 2023, we signed a non-binding letter of intent (“LOI”) to acquire the assets of a USA-based learning management system (“LMS”) and training content provider for $ 400,000 150,000 150,000 100,000 On February 27, 2023, the Company signed a non-binding letter of intent to purchase a provider of modular buildings and construction services generating an estimated $ 8 800,000 On February 28, 2023, the Company issued 310,000,000 .0005 On March 29, 2023, the Company executed a non-binding letter of intent to acquire a manufacturer and provider of analog and digital signage and services based in Southwest Florida. The business generates annual revenues of approximately $ 5 2 500,000 1.5 0.001 1,840,435 1.0 three years |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Consolidation | Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Reclassifications | Reclassifications Certain reclassifications have been made to the December 31, 2021 balances to make them comparable to December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of goodwill and intangible assets, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets.. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Coronavirus (“COVID-19”) Pandemic | Coronavirus (“COVID-19”) Pandemic During the year ended December 31, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Cash | Cash Cash consists of deposits in large national banks. On December 31, 2022 and December 31, 2021, respectively, the Company had $ 96,954 94,224 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At December 31, 2022 and 2021 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Assets and liabilities measured at fair value are as follows as of December 31, 2022: Schedule of Fair Value of Assets And Liabilities Total Level 1 Level 2 Level 3 Assets Investments $ 140,006 $ 75,006 - $ 65,000 Total assets measured at fair value $ 140,006 $ 75,006 - $ 65,000 Liabilities Derivative liability $ 981,766 - - $ 981,766 Total liabilities measured at fair value $ 981,766 - - $ 981,766 Assets and liabilities measured at fair value are as follows as of December 31, 2021: Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 Level 1 Investments consist of common stock, options and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2022 and 2021, the Company did no The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 |
Accounts Receivable | Accounts Receivable The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required. It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance, as necessary. Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables. Allowance for doubtful accounts at December 31, 2022 and 2021, were $ 0 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company had the following concentrations at December 31, 2022 and 2021. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Year Ended Year Ended Customer December 31, 2022 December 31, 2021 A 22 % 0 % B 16 % 0 % C 0 % 0 % Total 38 % 0 % |
Inventory | Inventory Inventory consists of finished products purchased from third-party suppliers. The Company’s inventory primarily consists of Smart Boards which are sold by SST. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. At December 31, 2022 and 2021 inventory consisted of: Schedule of Inventory Classification December 31, 2022 December 31, 2021 Smart Boards $ 382,355 $ - Clean Air Technology 102 8,114 Total Inventory $ 382,457 $ 8,114 There was no The Company had the following vendor purchase concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Year Ended December 31, Vendor 2022 2021 A 89 % 0 % Total 89 % 0 % |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested annually for impairment, historically during our fourth quarter. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets, which range from one to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There was no impairment expense during the years ended December 31, 2022 and 2021. |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2022 and 2021, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815. Earnings Per Share (EPS) The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. In connection with the debt extinguishment, the Company typically records an increase to additional paid-in capital for any remaining liability balance. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. |
Original Issue Discount | Original Issue Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. |
Operating Lease | Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 10. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Identify the contract with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2022 and 2021, contained a significant financing component. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. When determining revenues, no significant judgements or assumptions are required. For all transactions, the sales price is fixed and determinable (no variable consideration). All consideration from contracts is included in the transaction price. The Company’s contracts all contain single performance obligations. For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services. Sales taxes and other similar taxes are excluded from revenue. Smart Boards and Installation Services Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product. Installation Services Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation. Clean Air Technology All sales are recognized upon delivery of products to the customer. |
Contract Liabilities (Deferred Revenue) | Contract Liabilities (Deferred Revenue) Contract liabilities represent deposits made by customers before the satisfaction of a performance obligation and recognition of revenue. Upon completion of the performance obligation that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. At December 31, 2022 and 2021, the Company had deferred revenue of $ 578,354 and $ 11,100 The following represents the Company’s disaggregation of revenues for the years ended December 31, 2022 and 2021: Schedule of Disaggregation of Revenue Years Ended December 31, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 7,014,591 93 % $ - 0 % Installation and repair services 471,942 6 % - 0 % Clean air technology products 29,008 1 % 657,136 100 % Total Revenues $ 7,515,541 100 % $ 657,136 100 % The Company had the following sales concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Years Ended December 31, Customer 2022 2021 A 30 % 0 % B 17 % 0 % C 13 % 0 % Total 60 % 0 % |
Cost of Sales | Cost of Sales Cost of sales primarily consists of product sales, purchased supplies, materials and overhead. |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2022 and 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 34,937 0 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option |
Stock Warrants | Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of December 31, 2022 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding December 31, 2022 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 5,289,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 2,955,850,444 Warrants (5) 1,293,541,667 Total 9,827,874,111 1 – Each share converts into 50 2 – Each share converts into 1,000 3 – Each share converts into 1 4 - Certain notes have exercise prices that have a discount to market and cause variability into the potential amount of common stock equivalents outstanding at each reporting period. As a result, the amount computed for common stock equivalents could change given the quoted closing trading price at each reporting period. 5 - Represents those that are vested and exercisable. Based on the potential common stock equivalents noted above at December 31, 2022, and the potential variability in stock prices, which directly affect the Company’s ability to determine if it has sufficient shares to settle all possible debt or equity conversions, the Company has determined that it does not have sufficient authorized shares of common stock ( 20,000,000,000 |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We adopted this pronouncement on January 1, 2022; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of this standard by the Company did not have a material effect on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 will have a material effect, if any, on its consolidated financial statements. |
BASIS OF PRESENTATION AND ORG_2
BASIS OF PRESENTATION AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Parent and Subsidiaries | FOMO WORLDWIDE, INC. and its subsidiaries are organized as follows: Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California FOMO Advisors, LLC (“FOMOAD”) 2021 Wyoming SMARTSolution Technologies, L.P. (“SST”) 1995 1 Pennsylvania IAQ Technologies, LLC (“IAQ”) 2020 2 Pennsylvania Energy Intelligence Center, LLC (“EIC”) 2021 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired in 2020 3 The Company was formed in 2021 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets And Liabilities | Assets and liabilities measured at fair value are as follows as of December 31, 2022: Schedule of Fair Value of Assets And Liabilities Total Level 1 Level 2 Level 3 Assets Investments $ 140,006 $ 75,006 - $ 65,000 Total assets measured at fair value $ 140,006 $ 75,006 - $ 65,000 Liabilities Derivative liability $ 981,766 - - $ 981,766 Total liabilities measured at fair value $ 981,766 - - $ 981,766 Assets and liabilities measured at fair value are as follows as of December 31, 2021: Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 |
Schedule of Concentration of Risk Percentage | The Company had the following concentrations at December 31, 2022 and 2021. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Year Ended Year Ended Customer December 31, 2022 December 31, 2021 A 22 % 0 % B 16 % 0 % C 0 % 0 % Total 38 % 0 % |
Schedule of Inventory | At December 31, 2022 and 2021 inventory consisted of: Schedule of Inventory Classification December 31, 2022 December 31, 2021 Smart Boards $ 382,355 $ - Clean Air Technology 102 8,114 Total Inventory $ 382,457 $ 8,114 |
Schedule of Vendor Purchase Concentrations Percentage | The Company had the following vendor purchase concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Year Ended December 31, Vendor 2022 2021 A 89 % 0 % Total 89 % 0 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the years ended December 31, 2022 and 2021: Schedule of Disaggregation of Revenue Years Ended December 31, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 7,014,591 93 % $ - 0 % Installation and repair services 471,942 6 % - 0 % Clean air technology products 29,008 1 % 657,136 100 % Total Revenues $ 7,515,541 100 % $ 657,136 100 % |
Schedule of Sales Concentrations Percentage | The Company had the following sales concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Years Ended December 31, Customer 2022 2021 A 30 % 0 % B 17 % 0 % C 13 % 0 % Total 60 % 0 % |
Schedule of Anti Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of December 31, 2022 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding December 31, 2022 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 5,289,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 2,955,850,444 Warrants (5) 1,293,541,667 Total 9,827,874,111 1 – Each share converts into 50 2 – Each share converts into 1,000 3 – Each share converts into 1 4 - Certain notes have exercise prices that have a discount to market and cause variability into the potential amount of common stock equivalents outstanding at each reporting period. As a result, the amount computed for common stock equivalents could change given the quoted closing trading price at each reporting period. 5 - Represents those that are vested and exercisable. |
LOAN RECEIVABLE, RELATED PARTY
LOAN RECEIVABLE, RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loan Receivable Related Party | |
Summary of Loans Receivables Advances Related Party | The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivables Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 20 % Collateral Unsecured Balance - December 31, 2020 $ - Advances 53,732 Balance - December 31, 2021 53,732 Beginning Balance 53,732 Advances 25,149 Repayments (33,620 ) Balance – December 31, 2022 $ 45,261 Ending balance $ 45,261 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, December 31, Estimated Useful 2022 2021 Lives (Years) Leasehold Improvements $ 178,278 $ - 40 Vehicles 53,777 - 5 10 Furniture 19,595 - 10 Equipment 9,408 - 5 Computer - - 5 Property and Equipment gross 261,058 - Accumulated depreciation 180,214 - Total property and equipment - net $ 80,844 $ - |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF INVESTMENTS | The following is a summary of the Company’s investments at December 31, 2022 and 2021: SCHEDULE OF INVESTMENTS December 31, 2022 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0003 63,000 3 GenBio, Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 140,006 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 450,000 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 December 31, 2022 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 865,579 $ - $ (865,573 ) 6 December 31, 2021 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options, and warrants Various Various Various $ 581,243 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,220 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0007 147,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 25,000 4 $ 765,463 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2021, the Company invested in a $ 25,000 25,000 25,000 1 December 31, 2021 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 1,200,500 $ - $ (435,037 ) 765,463 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | The Company executed several convertible notes with various lenders as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Various Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 2019 - 2020 Maturity Dates of Convertible Notes April 2022 - April 2023 September 2022 October 2022 - January 2023 2019 - 2021 Interest Rate 10 % 12 % 12 % 10 12 % Default Interest Rate 24 % 22 % 22 % 22 % Collateral Unsecured Unsecured Unsecured Unsecured Conversion Rate $ 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period GS Capital PowerUp Lending Sixth Street Lending Various Total Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Balance $ - $ - $ - $ 226,186 $ 226,186 Debt converted to common stock - - - (483,436 ) (483,436 ) Proceeds from issuance of notes 380,000 43,750 78,750 372,250 874,750 Prepayment of convertible note in cash - - - (115,000 ) (115,000 ) Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Less: unamortized debt discount (318,455 ) (31,524 ) (63,216 ) - (413,195 ) Balance – December 31, 2021 $ 61,545 $ 12,226 $ 15,534 $ - $ 89,305 Balance $ 61,545 $ 12,226 $ 15,534 $ - $ 89,305 Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Proceeds from issuance of notes 335,000 - 43,750 - 378,750 Conversion of accrued interest to note 16,206 16,206 Repayment of notes - - (122,500 ) - (122,500 ) Conversion of debt to common stock (55,000 ) (43,750 ) - - (98,750 ) Balance 676,206 - - - 676,206 Less: unamortized debt discount (31,200 ) - - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ - $ 645,006 Balance $ 645,006 $ - $ - $ - $ 645,006 |
SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTY | In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows: SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTY Convertible Debt Related Party Issuance Date of Convertible Note March 31, 2022 Maturity Date of Convertible Note September 30, 2022 Interest Rate 11.50 % Default Interest Rate 0.00 % Collateral 1 Conversion Rate 2 Balance - December 31, 2021 $ - Principal due from issuance of note 195,000 Repayments (195,000 ) Balance – December 31, 2022 $ - 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1:1,000 |
SCHEDULE OF LOANS PAYABLE - RELATED PARTIES | Loans payable - related parties is as follows: SCHEDULE OF LOANS PAYABLE - RELATED PARTIES 1 1 2 2 3 3 Loan Payable Loan Payable Loan Payable Related Party Related Party Related Party Total Issuance Date of Loan Various Various Various Maturity Date of Convertible Note Due on Demand Due on Demand Due on Demand Interest Rate 0.00 % 0.00 % 0.00 % Default Interest Rate 0.00 % 0.00 % 0.00 % Collateral Unsecured Unsecured Unsecured Conversion Rate None None None Balance - December 31, 2020 $ - $ 3,574 $ - $ 3,574 Balance $ - $ 3,574 $ - $ 3,574 Proceeds from advances - 1,594 17,546 19,140 Balance - December 31, 2021 - 5,168 17,546 22,714 Balance - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advance 326,911 - 14,741 341,652 Repayments (364,136 ) - (12,407 ) (376,543 ) Balance – December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Balance $ 284,480 $ 5,168 $ 19,880 $ 309,528 1- reflects activity related to the Company’s current Chief Executive Officer of SST. 2- reflects activity related to the Company’s former Chief Executive Officer of EIC. 3- reflects activity related to the Company’s current Chief Executive Officer of FOMO. |
SCHEDULE OF LOAN PAYABLE OTHER | SCHEDULE OF LOAN PAYABLE OTHER Loan Payable - Other Issuance Date of Loan April 1, 2022 Maturity Date of Loan April 1, 2023 Interest Rate 16.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance - December 31, 2021 $ - Proceeds 443,060 Repayments (199,368 ) Balance - December 31, 2022 $ 243,692 |
SCHEDULE OF ACCOUNTS RECEIVABLE CREDIT FACILITY | Accounts receivable credit facility is as follows: SCHEDULE OF ACCOUNTS RECEIVABLE CREDIT FACILITY Accounts Receivable Credit Facility Issuance Date of credit facility February 28, 2022 Maturity Date of credit facility February 28, 2024 Interest Rate 11.50 % Default Interest Rate 0.00 % Collateral All assets Conversion Rate None Balance - December 31, 2021 $ - Proceed from drawdowns 7,269,906 Repayments (5,993,439 ) Balance – December 31, 2022 $ 1,276,467 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | The Company used the binomial pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Year Ended Year Ended December 31, 2022 December 31, 2021 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 196 377 % 384 % Risk-free interest rate 0.73 2.99 % 0.10 % Expected term (in years) 0.30 3.00 3.00 5.00 Expected dividend rate 0 % 0 % |
SCHEDULE OF DERIVATIVE LIABILITIES | A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at December 31, 2022 and 2021: SCHEDULE OF DERIVATIVE LIABILITIES Convertible Debt Warrants Total Derivative liabilities - December 31, 2020 $ 834,230 $ - $ 834,230 Derivative liabilities $ 834,230 $ - $ 834,230 Fair value - commitment date 1,753,013 2,064,665 3,817,678 Fair value - mark to market adjustment (393,465 ) (1,289,422 ) (1,682,887 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities (1,863,484 ) - (1,863,484 ) Derivative liabilities - December 31, 2021 330,294 775,243 1,105,537 Derivative liabilities 330,294 775,243 1,105,537 Fair value - commitment date 300,137 61,600 361,737 Fair value - mark to market adjustment 404,695 (238,813 ) 165,882 Gain on debt extinguishment (derivative liabilities - convertible debt) (226,391 ) - (226,391 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities - December 31, 2022 $ 808,736 $ 173,030 $ 981,766 Derivative liabilities $ 808,736 $ 173,030 $ 981,766 |
ACQUISITIONS AND PRO FORMA FI_2
ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The table below summarizes finalized fair value of the assets acquired and the liabilities assumed at the effective acquisition date. SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration Value of earn out agreement $ 75,328 Fair value of consideration transferred 75,328 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 223,457 Accounts receivable 669,580 Inventory 208,431 Property and equipment 82,553 Operating lease - right-of-use asset 345,229 Supplier relationships 149,000 Trade name 420,000 Total assets acquired 2,098,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 421,799 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,373,032 Total net liabilities assumed (274,782 ) Goodwill in purchase of Smart Solution Technologies L.P. $ 350,110 |
SCHEDULE OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME | The estimated future amortization of the acquired supplier relationships and trade name are as follows: SCHEDULE OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME 2023 $ 62,250 2023 $ 65,250 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,603 Intangible assets- net $ 514,476 |
SCHEDULE OF INTANGIBLE ASSETS | The following summarizes the intangible assets at December 31, 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Useful Life Supplier Relationships $ 149,000 4 years Trade Names 420,000 15 years Intangible assets gross 569,000 Accumulated amortization (54,524 ) Intangible assets net $ 514,476 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION | This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION Year Ended Year Ended December 31, 2022 December 31, 2021 Revenues $ 8,894,888 $ 4,351,409 Net loss $ (3,534,017 ) $ (12,263,881 ) Loss per share – basic $ (0.00 ) $ (0.00 ) Loss per share – diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares – basic 8,308,889,427 15,511,004,083 Weighted average number of shares – diluted 8,308,889,427 15,511,004,083 |
SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET | The table below summarizes preliminary estimated fair value of the assets acquired at the effective acquisition date. SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET EIC iLED Consideration Series B, preferred stock ( 125,000 $ 1,250,000 $ - Series B, preferred stock ( 250,000 - 3,300,000 Warrants ( 50,000,000 229,121 - Fair value of consideration transferred $ 1,479,121 $ 3,300,000 Recognized amounts of identifiable assets acquired: Website 259,000 261,600 Trade Names 505,600 2,157,800 Software 401,000 - Total assets acquired 1,165,600 2,419,400 Goodwill $ 313,521 $ 880,600 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA RELATED TO SUPPLEMENT INFORMATION | This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: SCHEDULE OF BUSINESS ACQUISITION PROFORMA RELATED TO SUPPLEMENT INFORMATION 2021 Operating revenues $ 890,075 Cost of revenues 607,833 Gross profit 282,242 Operating expenses: General and administrative 5,061,430 Loss from operations (4,779,188 ) Other income (expenses) Interest expense (730,825 ) Bad debt - Loan forgiveness 11,593 Loss on investment (435,037 ) Loss on impairment (6,419,944 ) Gain on debt conversion 514,425 Debt settlement gain (loss) (231,930 ) Write off old inventory - Derivative liability gain (loss) 3,569,489 Total other expenses (3,722,229 ) Loss before income taxes (8,501,417 ) Provision for income taxes - Net loss $ (8,501,417 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | At December 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 281,937 Liabilities Operating lease liability $ 291,257 Weighted-average remaining lease term (years) 4.09 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 63,292 Lease liability expense in connection with obligation repayment 23,265 Total operating lease costs $ 86,557 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 38,622 Right-of-use asset obtained in exchange for new operating lease liability $ 345,229 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 84,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 343,000 Less: amount representing interest (51,743 ) Present value of operating lease liability 291,257 Less: current portion of operating lease liability (63,556 ) Long-term operating lease liability $ 227,701 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANTS ACTIVITY | Warrant activity for the years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2020 713,571,428 $ 0.0011 2.92 $ 149,500 Granted 1,288,541,667 $ 0.0018 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Granted 660,000,000 $ 0.0011 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited (618,571,428 ) $ .00034 - - Outstanding – December 31, 2022 1,293,541,667 $ 0.0013 1.86 $ - Exercisable – December 31, 2022 1,143,541,667 $ 0.0014 1.71 $ - |
Employee Compensation [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SUMMARY OF FAIR VALUE OF WARRANTS | SUMMARY OF FAIR VALUE OF WARRANTS Exercise price $ 0.001 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % Exercise price $ 0.002 Expected volatility 384 % Risk-free interest rate 0.00 % Expected term (in years) 3.00 Expected dividend rate 0 % |
Board Advisory Compensation [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SUMMARY OF FAIR VALUE OF WARRANTS | SUMMARY OF FAIR VALUE OF WARRANTS Exercise price $ 0.001 Expected volatility 374 % Risk-free interest rate 1.76 % Expected term (in years) 3.00 Expected dividend rate 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF EFFECTIVE INCOME TAX RATE | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SUMMARY OF EFFECTIVE INCOME TAX RATE 2022 2021 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % |
SUMMARY OF DEFERRED TAX ASSETS | At December 31, 2022 and 2021 the Company’s deferred tax assets were as follows: SUMMARY OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Tax benefit of net operating loss carry forward $ 4,248,077 $ 3,557,350 less valuation allowance (4,248,077 ) (3,557,350 ) Net deferred tax assets $ - $ - |
SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS | SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS NOL carry over loss Nol carry over loss Expiration Expiration NOL 2013 $ 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 1,239,493 2027 2018 1,843,498 Indefinite 2019 48,201 Indefinite 2020 140,808 Indefinite 2021 9,262,185 Indefinite 2022 2,823,829 Indefinite $ 17,268,607 |
Schedule of Parent and Subsidia
Schedule of Parent and Subsidiaries (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
Parent Company [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 1990 | |
State of Incorporation | California | |
FOMO Advisors LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 2021 | |
State of Incorporation | Wyoming | |
SMARTSolution Technologies, L.P. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 1995 | [1] |
State of Incorporation | Pennsylvania | [1] |
IAQ Technologies LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 2020 | [2] |
State of Incorporation | Pennsylvania | [2] |
Energy Intelligence Center LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 2021 | [3] |
State of Incorporation | Wyoming | [3] |
[1]The Company was acquired on February 28, 2022[2]The Company was acquired in 2020[3]The Company was formed in 2021 |
BASIS OF PRESENTATION AND ORG_3
BASIS OF PRESENTATION AND ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 19, 2022 | Feb. 28, 2022 | Mar. 07, 2021 | Mar. 06, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets | $ 4,550,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Annual salary | $ 100,000 | |||||||
Other Employee [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 300,000,000 | |||||||
Share Price | $ 0.001 | |||||||
Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||||
Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 125,000 | |||||||
Issue of preferred B shares to acquire assets | $ 1,479,121 | |||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 927,600 | |||||||
Series B Preferred Stock [Member] | Independence LED Lighting LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 250,000 | |||||||
Issue of preferred B shares to acquire assets | $ 3,300,000 | |||||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 125,000 | 125,000 | ||||||
Issue of preferred B shares to acquire assets | $ 1,479,121 | |||||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||||
Purge Virus LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business acquisition percentage interests acquired | 100% | |||||||
Purge Virus LLC [Member] | Series B Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued for consideration | 2,000,000 | |||||||
Value of shares invested | $ 800,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets And Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | $ 140,006 | $ 765,463 |
Total assets measured at fair value | 140,006 | 765,463 |
Derivative liability | 981,766 | 1,105,537 |
Total liabilities measured at fair value | 981,766 | 1,105,537 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | 75,006 | 740,463 |
Total assets measured at fair value | 75,006 | 740,463 |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Total assets measured at fair value | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | 65,000 | 25,000 |
Total assets measured at fair value | 65,000 | 25,000 |
Derivative liability | 981,766 | 1,105,537 |
Total liabilities measured at fair value | $ 981,766 | $ 1,105,537 |
Schedule of Concentration of Ri
Schedule of Concentration of Risk Percentage (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 22% | 0% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 16% | 0% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 38% | 0% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total Inventory | $ 382,457 | $ 8,114 |
Smart Boards [Member] | ||
Inventory [Line Items] | ||
Total Inventory | 382,355 | |
Clean Air Technology [Member] | ||
Inventory [Line Items] | ||
Total Inventory | $ 102 | $ 8,114 |
Schedule of Vendor Purchase Con
Schedule of Vendor Purchase Concentrations Percentage (Details) - Product Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Vendor A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 89% | 0% |
Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 89% | 0% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 7,515,541 | $ 657,136 |
Percentage of revenues | 100% | 100% |
Smart Boards and Installation [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 7,014,591 | |
Percentage of revenues | 93% | 0% |
Installation Services [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 471,942 | |
Percentage of revenues | 6% | 0% |
Clean Air Technology Products [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 29,008 | $ 657,136 |
Percentage of revenues | 1% | 100% |
Schedule of Sales Concentration
Schedule of Sales Concentrations Percentage (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 30% | 0% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 17% | 0% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 13% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 60% | 0% |
Schedule of Anti Dilutive Equit
Schedule of Anti Dilutive Equity Securities Outstanding (Details) | 12 Months Ended | |
Dec. 31, 2022 shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 9,827,874,111 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 287,500,000 | [1] |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 5,289,982,000 | [2] |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,000,000 | [3] |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 2,955,850,444 | [4] |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,293,541,667 | [5] |
[1]Each share converts into 50 1,000 1 |
Schedule of Anti Dilutive Equ_2
Schedule of Anti Dilutive Equity Securities Outstanding (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 shares | |
Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 50 |
Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 1,000 |
Series C Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash | $ 96,954 | $ 94,224 |
Cash equivalents | 0 | 0 |
FDIC insured amount | 250,000 | |
Allowance for doubtful accounts | 0 | 0 |
Impairment expense related to inventory | 0 | 0 |
Deferred Revenue | 578,354 | 11,100 |
Interest and penalties related to uncertain income tax positions | 0 | 0 |
Marketing and advertising costs | $ 34,937 | $ 0 |
Common stock authorized to settle exercise of common stock equivalents | 20,000,000,000 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 3,681,490 | $ 12,582,500 | |
Net Cash Provided by (Used in) Operating Activities | 1,249,499 | 885,503 | |
Retained Earnings (Accumulated Deficit) | 24,098,281 | 20,245,145 | |
Stockholders equity | 2,570,643 | 310,227 | $ 164,439 |
Working capital | 3,425,835 | ||
Cash | $ 96,954 | $ 94,224 |
Summary of Loans Receivables Ad
Summary of Loans Receivables Advances Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Advances | $ 19,140 | |
Repayments | $ (321,705) | |
Loans Payable Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance dates of advances | 2021 | |
Maturity date | Due on Demand | |
Interest rate | 20% | |
Collateral | Unsecured | |
Beginning Balance | $ 53,732 | |
Advances | 25,149 | 53,732 |
Repayments | (33,620) | |
Ending balance | $ 45,261 | $ 53,732 |
LOAN RECEIVABLE, RELATED PART_2
LOAN RECEIVABLE, RELATED PARTY (Details Narrative) - USD ($) | Oct. 30, 2022 | Sep. 01, 2022 |
Loan Receivable Related Party | ||
Loans receivable, fair value disclosure | $ 50,000 | $ 100,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 261,058 | |
Accumulated depreciation | 180,214 | |
Total property and equipment - net | 80,844 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 178,278 | |
Propety and Equipment Estimated Useful Lives | 40 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 53,777 | |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 19,595 | |
Propety and Equipment Estimated Useful Lives | 10 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 9,408 | |
Propety and Equipment Estimated Useful Lives | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | ||
Propety and Equipment Estimated Useful Lives | 5 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Depreciation expense | $ 6,117 | $ 0 | |
Property and equipment | $ 82,553 | ||
SMARTSolution Technologies, L.P. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Property and equipment | $ 82,553 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Net Investment Income [Line Items] | ||||
Marketable securities, fair value | $ 140,006 | $ 765,463 | ||
Marketable securities, cost | 865,579 | 1,200,500 | ||
Marketable securities, unrealized gains | ||||
Marketable securities, unrealized losses | (865,573) | (435,037) | ||
Marketable securities, fair value | 6 | |||
Himalaya Technologies Inc [Member] | ||||
Net Investment Income [Line Items] | ||||
Marketable securities, fair value | $ 12,000 | [1] | $ 12,220 | [2] |
Acquisition Date | 2021 | [1] | 2021 | [2] |
Investment Owned, Balance, Shares | 150,000 | [1] | 150,000 | [2] |
Share Price | $ 0.08 | [1] | $ 0.08 | [2] |
Mobicard, Inc. (PTOP) [Member] | ||||
Net Investment Income [Line Items] | ||||
Marketable securities, fair value | $ 63,000 | [3] | $ 147,000 | [4] |
Acquisition Date | 2019 | [3] | 2019 | [4] |
Investment Owned, Balance, Shares | 210,000,000 | [3] | 210,000,000 | [4] |
Share Price | $ 0.0003 | [3] | $ 0.0007 | [4] |
GenBio Inc [Member] | ||||
Net Investment Income [Line Items] | ||||
Marketable securities, fair value | $ 65,000 | [5] | $ 25,000 | [6] |
Acquisition Date | 2021 and 2022 | [5] | 2021 | [6] |
Investment Owned, Balance, Shares | 50,000 | [5] | 25,000 | [6] |
Share Price | $ 1 | [5] | $ 1 | [6] |
Securities Investment [Member] | ||||
Net Investment Income [Line Items] | ||||
Marketable securities, fair value | $ 6 | [7] | $ 581,243 | [8] |
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 1,000,000 150,000 50,000,000 .0001 |
SCHEDULE OF INVESTMENTS (Parent
SCHEDULE OF INVESTMENTS (Parenthetical) (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 28, 2021 | |
Common Stock [Member] | ||||
Stock issued for conversion, shares | 301,448,152 | 1,396,567,128 | ||
Himalaya Technologies Inc [Member] | ||||
Stock issued for conversion, shares | 150,000 | 1,000,000 | ||
Warrants issued | 50,000,000 | 50,000,000 | ||
Warrants exercise price | $ 0.0001 | $ 1 | ||
Himalaya Technologies Inc [Member] | Common Stock [Member] | ||||
Value of common shares converted | $ 450,000 | |||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | ||||
Stock issued for conversion, shares | 150,000 | |||
Common stock conversion | 1-1000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Apr. 06, 2022 | Mar. 03, 2022 | Jan. 24, 2022 | Oct. 04, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Apr. 07, 2022 | Jun. 28, 2021 | |||
Shares value | $ 1,000,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares issued during period | 527,500,000 | |||||||||||
Stock issued for conversion, shares | 301,448,152 | 1,396,567,128 | ||||||||||
Shares value | $ 1,000,000 | |||||||||||
GenBio Inc [Member] | ||||||||||||
Share price | $ 1 | |||||||||||
Value of shares invested | $ 7,500 | $ 10,000 | $ 15,000 | $ 25,000 | $ 40,000 | $ 25,000 | $ 7,500 | |||||
Number of shares issued for consideration | 7,500 | 10,000 | 15,000 | 25,000 | 40,000 | 25,000 | ||||||
Share price | $ 1 | $ 1 | ||||||||||
GenBio Inc [Member] | Common Stock [Member] | ||||||||||||
Number of shares issued for consideration | 25,000 | |||||||||||
Peer to Peer Inc [Member] | ||||||||||||
Stock issued for conversion, shares | 210,000,000 | |||||||||||
Share price | $ 0.00030 | $ 0.00070 | $ 0.0023 | |||||||||
Shares value | $ 63,000 | $ 147,000 | $ 483,000 | |||||||||
Peer to Peer Inc [Member] | Preferred Class B [Member] | ||||||||||||
Number of shares issued during period | 400,000 | |||||||||||
Kanab Corp [Member] | ||||||||||||
Share price | $ 0.0122 | |||||||||||
Shares value | $ 12,220 | |||||||||||
Number of shares received for services | 1,000,000 | |||||||||||
Himalaya Technologies Inc [Member] | ||||||||||||
Stock issued for conversion, shares | 150,000 | 1,000,000 | ||||||||||
Share price | $ 0.08 | [1] | $ 0.08 | [2] | ||||||||
Equity method investment, quoted market value | $ 12,000 | |||||||||||
Warrants issued | 50,000,000 | 50,000,000 | ||||||||||
Warrants exercise price | $ 0.0001 | $ 1 | ||||||||||
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 1,000,000 150,000 50,000,000 .0001 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Prepayment of convertible note in cash | $ (647,528) | $ (115,000) |
Less: unamortized debt discount | $ 573,845 | 481,555 |
Convertible Notes Payable, GS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | June 2021 - April 2022 | |
Maturity Dates of Convertible Notes | April 2022 - April 2023 | |
Interest Rate | 10% | |
Default Interest Rate | 24% | |
Collateral | Unsecured | |
Conversion Rate | 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period | |
Balance | $ 380,000 | |
Conversion of debt to common stock | (55,000) | |
Proceeds from issuance of notes | 335,000 | 380,000 |
Prepayment of convertible note in cash | ||
Balance | 676,206 | 380,000 |
Less: unamortized debt discount | (31,200) | (318,455) |
Balance | 645,006 | 61,545 |
Conversion of accrued interest to note | 16,206 | |
Repayment of notes | ||
Convertible Notes Payable, PowerUp Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | September 2021 | |
Maturity Dates of Convertible Notes | September 2022 | |
Interest Rate | 12% | |
Default Interest Rate | 22% | |
Collateral | Unsecured | |
Conversion Rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | |
Balance | $ 43,750 | |
Conversion of debt to common stock | (43,750) | |
Proceeds from issuance of notes | 43,750 | |
Prepayment of convertible note in cash | ||
Balance | 43,750 | |
Less: unamortized debt discount | (31,524) | |
Balance | 12,226 | |
Repayment of notes | ||
Convertible Notes Payable, Sixth Street Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | October 2021 - January 2022 | |
Maturity Dates of Convertible Notes | October 2022 - January 2023 | |
Interest Rate | 12% | |
Default Interest Rate | 22% | |
Collateral | Unsecured | |
Conversion Rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | |
Balance | $ 78,750 | |
Conversion of debt to common stock | ||
Proceeds from issuance of notes | 43,750 | 78,750 |
Prepayment of convertible note in cash | ||
Balance | 78,750 | |
Less: unamortized debt discount | (63,216) | |
Balance | 15,534 | |
Repayment of notes | $ (122,500) | |
Convertible Notes Payable, Various [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | 2019 - 2020 | |
Maturity Dates of Convertible Notes | 2019 - 2021 | |
Default Interest Rate | 22% | |
Collateral | Unsecured | |
Balance | 226,186 | |
Conversion of debt to common stock | (483,436) | |
Proceeds from issuance of notes | 372,250 | |
Prepayment of convertible note in cash | (115,000) | |
Balance | ||
Less: unamortized debt discount | ||
Balance | ||
Repayment of notes | ||
Convertible Notes Payable, Various [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Rate | 10% | |
Convertible Notes Payable, Various [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Rate | 12% | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Balance | $ 502,500 | 226,186 |
Conversion of debt to common stock | (98,750) | (483,436) |
Proceeds from issuance of notes | 378,750 | 874,750 |
Prepayment of convertible note in cash | (115,000) | |
Balance | 676,206 | 502,500 |
Less: unamortized debt discount | (31,200) | (413,195) |
Balance | 645,006 | $ 89,305 |
Conversion of accrued interest to note | 16,206 | |
Repayment of notes | $ (122,500) |
SCHEDULE OF CONVERTIBLE NOTE PA
SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTY (Details) - Convertible Debt [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Issuance Date of Convertible Note | Mar. 31, 2022 |
Maturity Date of Convertible Note | Sep. 30, 2022 |
Interest Rate | 11.50% |
Default Interest Rate | 0% |
Balance - December 31, 2021 | |
Proceeds from issuance of note | 195,000 |
Repayments | (195,000) |
Balance |
SCHEDULE OF CONVERTIBLE NOTE _2
SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTY (Parenthetical) (Details) - Series B Preferred Stock [Member] - Convertible Debt [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Debt Instrument [Line Items] | |
Preferred stock Issued | shares | 200,000 |
Preferred stock conversion price | $ 1 |
Share price | $ 0.001 |
Common stock conversion basis | 1:1,000 |
SCHEDULE OF LOANS PAYABLE - REL
SCHEDULE OF LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Balance | $ 22,714 | $ 3,574 |
Advance | 341,652 | 19,140 |
Debt acquired in SST acquisition | 321,705 | |
Repayments | (376,543) | |
Balance | $ 309,528 | 22,714 |
Loans Payable Related Party One [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Date of Loan | Various | |
Maturity Date of Convertible Note | Due on Demand | |
Interest Rate | 0% | |
Default Interest Rate | 0% | |
Collateral | Unsecured | |
Conversion Rate | 0% | |
Balance | ||
Advance | 326,911 | |
Debt acquired in SST acquisition | 321,705 | |
Repayments | (364,136) | |
Balance | $ 284,480 | |
Loans Payable Related Party Two [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Date of Loan | Various | |
Maturity Date of Convertible Note | Due on Demand | |
Interest Rate | 0% | |
Default Interest Rate | 0% | |
Collateral | Unsecured | |
Conversion Rate | 0% | |
Balance | $ 5,168 | 3,574 |
Advance | 1,594 | |
Debt acquired in SST acquisition | ||
Repayments | ||
Balance | $ 5,168 | 5,168 |
Loans Payable Related Party Three [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Date of Loan | Various | |
Maturity Date of Convertible Note | Due on Demand | |
Interest Rate | 0% | |
Default Interest Rate | 0% | |
Collateral | Unsecured | |
Conversion Rate | 0% | |
Balance | $ 17,546 | |
Advance | 14,741 | 17,546 |
Debt acquired in SST acquisition | ||
Repayments | (12,407) | |
Balance | $ 19,880 | $ 17,546 |
SCHEDULE OF LOAN PAYABLE OTHER
SCHEDULE OF LOAN PAYABLE OTHER (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Repayments | $ (376,543) |
Loans Payable Other [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | Apr. 01, 2022 |
Maturity Date of Loan | Apr. 01, 2023 |
Interest Rate | 16% |
Default Interest Rate | 0% |
Collateral | Unsecured |
Conversion Rate | 0% |
Balance - December 31, 2021 | |
Proceeds | 443,060 |
Repayments | (199,368) |
Balance | $ 243,692 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE CREDIT FACILITY (Details) - Revolving Credit Facility [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |
Issuance Date of credit facility | Feb. 28, 2022 |
Maturity Date of credit facility | Feb. 28, 2024 |
Interest Rate | 11.50% |
Default Interest Rate | 0% |
Collateral | All assets |
Conversion Rate | 0% |
Balance - December 31, 2021 | |
Proceeds from issuance of notes | 7,269,906 |
Repayments | (5,993,439) |
Balance | $ 1,276,467 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||
Dec. 19, 2022 | Jul. 25, 2022 | Apr. 19, 2022 | Apr. 05, 2022 | Feb. 28, 2022 | Jan. 14, 2022 | Jan. 12, 2022 | Oct. 26, 2021 | Oct. 10, 2021 | Sep. 22, 2021 | Jun. 25, 2021 | May 10, 2021 | Apr. 08, 2021 | Jan. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 21, 2022 | |
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from Convertible Debt | $ 378,750 | $ 874,750 | |||||||||||||||
Amortization of Debt Discount (Premium) | 573,845 | 481,555 | |||||||||||||||
Loss on debt extinguishment | 226,391 | ||||||||||||||||
Repayments of convertible debt | 647,528 | 115,000 | |||||||||||||||
Repayments of loan | 376,543 | ||||||||||||||||
Due to officer | $ 321,705 | ||||||||||||||||
Debt instrument, covenant description | 1.25 to1 | ||||||||||||||||
Tangible net worth | $ 350,000 | ||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.50% | ||||||||||||||||
Maturity Date of Convertible Note | Feb. 28, 2024 | ||||||||||||||||
Revolving accounts receivable credit facility | $ 1,000,000 | $ 1,500,000 | |||||||||||||||
Credit facility interest rate | 85% | ||||||||||||||||
Credit facility commitment fee description | 2% commitment fee for the establishment of the Facility (1% due at funding and 1% due on February 28, 2023) | ||||||||||||||||
Credit facility interest rate at period end | 0.40% | ||||||||||||||||
Debt instrument, covenant description | 1.25 to 1 | ||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit facility interest rate | 11.50% | ||||||||||||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit facility variable interest rate | 5.25% | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.50% | ||||||||||||||||
Maturity Date of Convertible Note | Sep. 30, 2022 | ||||||||||||||||
Repayments of loan | $ 50,000 | ||||||||||||||||
Debt payable | $ 145,000 | ||||||||||||||||
GS Capital [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Modified term of loan | $ 325,000 | ||||||||||||||||
Accrued interest | 16,206 | ||||||||||||||||
Convertible debt | $ 341,206 | ||||||||||||||||
GS Capital [Member] | Extended Maturity [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | the maturity date was extended from April 19, 2022 to October 19, 2022 | ||||||||||||||||
Third Party Lender [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 115,000 | $ 220,000 | $ 43,750 | $ 78,750 | $ 325,000 | $ 43,750 | $ 65,000 | $ 53,750 | $ 103,500 | $ 205,000 | 100,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | 12% | 12% | 10% | 12% | 10% | 12% | 12% | 10% | |||||||
Maturity Date of Convertible Note | Apr. 25, 2023 | Jan. 14, 2023 | Jan. 12, 2023 | Oct. 26, 2022 | Oct. 10, 2022 | Sep. 20, 2022 | Jun. 25, 2022 | May 10, 2022 | Apr. 08, 2022 | Jan. 20, 2022 | |||||||
Proceeds from Convertible Debt | $ 200,000 | $ 40,000 | $ 75,000 | $ 300,000 | $ 40,000 | $ 60,000 | $ 50,000 | $ 100,000 | $ 180,000 | ||||||||
Amortization of Debt Discount (Premium) | 10,000 | 12,500 | 2,000 | 20,000 | 10,000 | ||||||||||||
Legal Fees | $ 10,000 | $ 3,750 | $ 3,750 | $ 12,500 | $ 3,750 | $ 3,000 | $ 3,750 | $ 3,500 | $ 5,000 | 5,000 | |||||||
Convertible amount | 10,000 | ||||||||||||||||
Outstanding convertible amount | 55,000 | ||||||||||||||||
Accrued interest | 138,050 | ||||||||||||||||
Loans payable other | 443,060 | ||||||||||||||||
Proceeds from other loans payable | 305,010 | ||||||||||||||||
Debt instrument, periodic payment, interest | 5,116 | ||||||||||||||||
Third Parties [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion, amount | $ 104,368 | $ 2,822,118 | |||||||||||||||
Debt conversion, shares issued | 301,448,152 | 1,396,567,128 | |||||||||||||||
Loss on debt extinguishment | $ 205,691 | $ 475,199 | |||||||||||||||
Third Parties [Member] | 1800 Diagonal Lending LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of convertible debt | $ 122,500 | ||||||||||||||||
Debt default amount | $ 169,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 3 months 18 days | 3 years |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 3 years | 5 years |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.0001 | 0.0001 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.01 | 0.01 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 384 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 196 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 377 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.10 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.73 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 2.99 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0 | 0 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | $ 1,105,537 | |
Derivative liabilities | 981,766 | $ 1,105,537 |
Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 1,105,537 | 834,230 |
Fair value - commitment date | 361,737 | 3,817,678 |
Fair value - mark to market adjustment | 165,882 | (1,682,887) |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | (1,863,484) |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (226,391) | |
Derivative liabilities | 981,766 | 1,105,537 |
Convertible Debt [Member] | Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 330,294 | 834,230 |
Fair value - commitment date | 300,137 | 1,753,013 |
Fair value - mark to market adjustment | 404,695 | (393,465) |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (1,863,484) | |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (226,391) | |
Derivative liabilities | 808,736 | 330,294 |
Warrant [Member] | Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 775,243 | |
Fair value - commitment date | 61,600 | 2,064,665 |
Fair value - mark to market adjustment | (238,813) | (1,289,422) |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | |
Gain on debt extinguishment (derivative liabilities - convertible debt) | ||
Derivative liabilities | $ 173,030 | $ 775,243 |
SCHEDULE OF FAIR VALUE OF ASS_2
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) | Dec. 31, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Value of earn out agreement | $ 75,328 |
Fair value of consideration transferred | 75,328 |
Cash | 223,457 |
Accounts receivable | 669,580 |
Inventory | 208,431 |
Property and equipment | 82,553 |
Operating lease - right-of-use asset | 345,229 |
Supplier relationships | 149,000 |
Trade name | 420,000 |
Total assets acquired | 2,098,250 |
Accounts payable and accrued expenses | 268,553 |
Contract liabilities (deferred revenue) | 671,217 |
Loan payable - related party | 421,799 |
Note payable - government – SBA | 150,000 |
Notes payable | 516,234 |
Operating lease liability | 345,229 |
Total liabilities assumed | 2,373,032 |
Total net liabilities assumed | (274,782) |
Goodwill in purchase of Smart Solution Technologies L.P. | $ 350,110 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
2023 | $ 65,250 | |
2024 | 65,250 | |
2025 | 65,250 | |
2026 | 34,123 | |
2027 | 28,000 | |
Thereafter | 256,603 | |
Intangible assets- net | $ 514,476 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Supplier Relationships | $ 149,000 | |
Trade Names | 420,000 | |
Intangible assets gross | 569,000 | |
Accumulated amortization | (54,524) | |
Intangible assets- net | $ 514,476 | |
Supplier Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 4 years | |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 15 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 8,894,888 | $ 4,351,409 |
Net loss | $ (3,534,017) | $ (12,263,881) |
Loss per share – basic | $ 0 | $ 0 |
Loss per share – diluted | $ 0 | $ 0 |
Weighted average number of shares – basic | 8,308,889,427 | 15,511,004,083 |
Weighted average number of shares – diluted | 8,308,889,427 | 15,511,004,083 |
SCHEDULE OF ACQUISITION OF INTA
SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Warrant [Member] | |
Business Acquisition [Line Items] | |
Stock issued during period, shares, purchase of assets | 50,000,000 |
Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Stock issued during period, shares, purchase of assets | 125,000 |
Series B1 Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Stock issued during period, shares, purchase of assets | 250,000 |
SCHEDULE OF ACQUISITION OF IN_2
SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total assets acquired | $ 2,098,250 | |
Goodwill | 350,110 | |
Energy Intelligencer Center LLC [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 1,479,121 | |
Total assets acquired | 1,165,600 | |
Goodwill | 313,521 | |
Energy Intelligencer Center LLC [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 505,600 | |
Energy Intelligencer Center LLC [Member] | Software [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 401,000 | |
Energy Intelligencer Center LLC [Member] | Website [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 259,000 | |
Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 229,121 | |
Energy Intelligencer Center LLC [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 1,250,000 | |
Energy Intelligencer Center LLC [Member] | Series B1 Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 3,300,000 | |
Total assets acquired | 2,419,400 | |
Goodwill | 880,600 | |
Independence LED Lighting LLC [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 2,157,800 | |
Independence LED Lighting LLC [Member] | Software [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | ||
Independence LED Lighting LLC [Member] | Website [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 261,600 | |
Independence LED Lighting LLC [Member] | Warrant [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | Series B1 Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | $ 3,300,000 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PROFORMA RELATED TO SUPPLEMENT INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Operating revenues | $ 890,075 |
Cost of revenues | 607,833 |
Gross profit | 282,242 |
Operating expenses: | |
General and administrative | 5,061,430 |
Loss from operations | (4,779,188) |
Other income (expenses) | |
Interest expense | (730,825) |
Bad debt | |
Loan forgiveness | 11,593 |
Loss on investment | (435,037) |
Loss on impairment | (6,419,944) |
Gain on debt conversion | 514,425 |
Debt settlement gain (loss) | (231,930) |
Write off old inventory | |
Derivative liability gain (loss) | 3,569,489 |
Total other expenses | (3,722,229) |
Loss before income taxes | (8,501,417) |
Provision for income taxes | |
Net loss | $ (8,501,417) |
ACQUISITIONS AND PRO FORMA FI_3
ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 19, 2022 | Feb. 28, 2022 | Mar. 07, 2021 | Mar. 06, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | |
Business Acquisition [Line Items] | ||||||||||
Conversion of preferred Series B shares to common shares, shares | 1,000 | |||||||||
Business combination recognized identifiable assets acquired and liabilities | 1,000,000 | |||||||||
Business combination recognized identifiable assets acquired and liabilities assumed Series B preferred stock issued | $ 700,000 | |||||||||
Goodwill | 350,110 | |||||||||
Total dollar value | $ 45,480 | |||||||||
Total dollar value | 139,000 | |||||||||
Estimated value of earn-out | 75,328 | |||||||||
Total dollar value | 100,000 | |||||||||
Acquisition of goodwill | 350,110 | |||||||||
Impairment amount | 5,353,118 | |||||||||
Stock issued during period value purchase of assets | 4,550,000 | |||||||||
Gain (loss) on sales of assets and asset impairment charges | 1,479,121 | |||||||||
Independence LED Lighting LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition of goodwill | 880,600 | |||||||||
Gain (loss) on sales of assets and asset impairment charges | $ 3,300,000 | |||||||||
Energy Intelligencer Center LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition of goodwill | $ 313,521 | |||||||||
Insider Loan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt remaining balance | $ 26,250 | |||||||||
Insider Loan [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt remaining balance | 145,000 | |||||||||
Insider Loan [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt remaining balance | 118,750 | |||||||||
Mr Schwartz [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Loan success fee | 10,000 | |||||||||
Repayment of loan | 50,000 | |||||||||
Debt remaining balance | 145,000 | |||||||||
Monthly interest | 1,250 | |||||||||
Debt total | 118,750 | |||||||||
Mr Schwartz [Member] | Forecast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Residual salary | $ 19,230 | |||||||||
Mr Schwartz [Member] | Real Estate Loan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt remaining balance | 100,000 | |||||||||
SMART Solution Technologies LP INC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gross revenue purchase percentage | 1.50% | |||||||||
Payments to aquire business | $ 139,000 | |||||||||
Estimated value of earn-out | 75,328 | |||||||||
Mitchell Schwartz [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Loan amount | 185,000 | |||||||||
Loan success fee | 10,000 | |||||||||
Repayment of loan | $ 195,000 | |||||||||
Single payment | 100,000 | |||||||||
Monthly payment | $ 284,480 | |||||||||
SST [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | |||||||||
IAQ Technologies LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | |||||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period value purchase of assets | ||||||||||
Warrant [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 50,000,000 | |||||||||
Warrant [Member] | Energy Intelligencer Center LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 50,000,000 | |||||||||
SST [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Brokerage fees | $ 50,000 | |||||||||
SST [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for consideration | 1,000,000,000 | |||||||||
Purge Virus LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition of intangible assets | $ 225,000 | |||||||||
Acquisition of goodwill | $ 596,906 | |||||||||
Purge Virus LLC [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition of intangible assets useful lives | 3 years | |||||||||
Purge Virus LLC [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition of intangible assets useful lives | 10 years | |||||||||
IAQ Technologies LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Impairment amount | $ 803,156 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 125,000 | |||||||||
Stock issued during period value purchase of assets | $ 1,479,121 | |||||||||
Series B Preferred Stock [Member] | Independence LED Lighting LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 250,000 | |||||||||
Stock issued during period value purchase of assets | $ 3,300,000 | |||||||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 125,000 | 125,000 | ||||||||
Stock issued during period value purchase of assets | $ 1,479,121 | |||||||||
Series B Preferred Stock [Member] | Warrant [Member] | Energy Intelligencer Center LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period purchase of assets shares | 50,000,000 | |||||||||
Series B Preferred Stock [Member] | SST [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for consideration | 1,000,000 | |||||||||
Value of shares invested | $ 700,000 | |||||||||
Acquisition share price | $ 0.0007 | |||||||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for consideration | 2,000,000 | |||||||||
Value of shares invested | $ 800,000 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease - right-of-use asset - non-current | $ 281,937 | |
Operating lease liability | $ 291,257 | |
Weighted-average remaining lease term (years) | 4 years 1 month 2 days | |
Weighted-average discount rate | 8% | |
Amortization of right-of-use operating lease asset | $ 63,292 | |
Lease liability expense in connection with obligation repayment | 23,265 | |
Total operating lease costs | 86,557 | |
Operating cash outflows from operating lease (obligation payment) | 38,622 | |
Right-of-use asset obtained in exchange for new operating lease liability | $ 345,229 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 84,000 | |
2024 | 84,000 | |
2025 | 84,000 | |
2026 | 84,000 | |
2027 | 7,000 | |
Total undiscounted cash flows | 343,000 | |
Less: amount representing interest | (51,743) | |
Present value of operating lease liability | 291,257 | |
Less: current portion of operating lease liability | (63,556) | |
Long-term operating lease liability | $ 227,701 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended |
Feb. 28, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease term | 5 years |
Lease and rental expense | $ 7,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 19, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, dividends per share | $ 0.0035 | $ 0.0035 | |||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | |||
Stock issued for services | $ 535,000 | $ 20,000 | |||
Conversion of convertible securities value | 310,059 | 2,822,118 | |||
Debt extinguishment | 226,391 | ||||
Issue of common shares for cash | 1,000,000 | ||||
Stock issued during period, value, acquisitions | $ 700,000 | ||||
Stock issued for services | $ 1,766,014 | ||||
Independence LED LLC and Energy Intelligence Center LLC [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period, shares, acquisitions | 375,000 | ||||
Stock issued during period, value, acquisitions | $ 4,550,000 | ||||
Convertible Debt [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of stock in conversion of debt and accrued interest, shares | 1,396,567,128 | ||||
Shares issued | 301,448,152 | ||||
Conversion of convertible securities value | $ 2,822,218 | ||||
Interest payable | $ 104,368 | ||||
Converted instrument value | 310,059 | ||||
Debt extinguishment | $ 205,691 | $ 475,199 | |||
SST [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership interest percentage | 100% | 100% | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of stock in conversion of debt and accrued interest, shares | 301,448,152 | 1,396,567,128 | |||
Common stock, shares authorized | 20,000,000,000 | ||||
Common stock, par value | $ 0 | ||||
Voting rights | Voting at 1 vote per share | ||||
Stock issued for services shares | 10,000,000 | ||||
Stock issued for services | $ 20,000 | ||||
Number of shares issued during period | 527,500,000 | ||||
Conversion of convertible securities value | $ 310,059 | $ 2,822,118 | |||
Stock issued for cancellation shares | 250,000 | 125,000 | |||
Issue of common shares for cash | $ 1,000,000 | ||||
Stock issued during period, value, acquisitions | |||||
Stock issued for services shares | 195,321,508 | ||||
Stock issued for services, value | $ 556,664 | ||||
Stock issued for cancellation shares | $ 125,000 | ||||
Common Stock [Member] | Cash [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 527,500,000 | ||||
Issue of common shares for cash | $ 1,000,000 | ||||
Common Stock [Member] | Convertible Promissory Notes [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 10,000,000 | ||||
Issue of common shares for cash | $ 20,000 | ||||
Common Stock [Member] | SST [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of stock in conversion of debt and accrued interest, shares | 1,000,000,000 | ||||
Shares issued, price per share | $ 0.0007 | $ 0.0007 | |||
Conversion of convertible securities value | $ 700,000 | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 645,833,333 | ||||
Warrants converted | 750,000,000 | ||||
Net effect on stockholders equity | $ 0 | ||||
Maximum [Member] | Convertible Debt [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued, price per share | $ 0.0015 | ||||
Minimum [Member] | Convertible Debt [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued, price per share | $ 0.0007 | ||||
Convertible Preferred Stock Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of stock in conversion of debt and accrued interest, shares | 50 | 50 | |||
Dilutive securities of share-based payment arrangements | 287,500,000 | 287,500,000 | |||
Preferred stock voting rights | 50 votes for each share held | 50 votes for each share held | |||
Convertible Preferred Stock Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 78,000,000 | 78,000,000 | |||
Preferred stock, shares issued | 5,750,000 | 5,750,000 | |||
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Preferred stock stated value | $ 0 | $ 0 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | |||
Preferred stock, redemption amount | $ 0 | $ 0 | |||
Convertible Preferred Stock Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, shares issued | 5,289,982 | 5,249,982 | |||
Preferred stock, shares outstanding | 5,289,982 | 5,249,982 | |||
Preferred stock stated value | $ 0 | $ 0 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Issuance of stock in conversion of debt and accrued interest, shares | 1,000 | 1,000 | |||
Dilutive securities of share-based payment arrangements | 5,289,982,000 | 5,249,982,000 | |||
Preferred stock voting rights | 1,000 votes for each share held | 1,000 votes for each share held | |||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | |||
Preferred stock, redemption amount | $ 0 | $ 0 | |||
Preferred stock, dividends rate | 1% | 1% | |||
Convertible Preferred Stock Class B [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Net effect on stockholders equity | $ 0 | ||||
Convertible Preferred Stock Class C [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Issuance of stock in conversion of debt and accrued interest, shares | 1 | 1 | |||
Dilutive securities of share-based payment arrangements | 1,000,000 | 1,000,000 | |||
Preferred stock voting rights | 100,000 votes for each share held | 100,000 votes for each share held | |||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | |||
Preferred stock, redemption amount | $ 0 | $ 0 | |||
Preferred stock, dividends rate | 1% | ||||
Convertible Preferred Stock Class C [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Dilutive securities of share-based payment arrangements | 100,000,000,000 | 100,000,000,000 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued for services shares | 650,000 | ||||
Stock issued for services | $ 535,000 | ||||
Preferred stock, converted basic | Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock. | ||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued, price per share | $ 0.0009 | ||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued, price per share | $ 0.0008 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 1,000,000 | ||||
Series B Preferred Stock [Member] | SST [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 1,000,000 | ||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 1,000,000 | ||||
Issue of common shares for cash | $ 927,600 | ||||
Preferred Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, shares issued | 5,289,982 | 5,249,982 | |||
Preferred stock, shares outstanding | 5,289,982 | 5,249,982 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Net effect on stockholders equity | $ 0 | ||||
Conversion of stock | 360,000,000 | ||||
Conversion of stock, shares converted | 360,000 | 335,000 | |||
Preferred Class B [Member] | Cash [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 175,000 | ||||
Issue of common shares for cash | $ 449,279 | ||||
Gain loss on cancellation | $ 449,279 | ||||
Preferred Class B [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares converted | 335,000,000 | ||||
Preferred Class B [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued for services shares | 650,000 | ||||
Stock issued for services | $ 65 | ||||
Conversion of convertible securities value | |||||
Issue of common shares for cash | |||||
Stock issued during period, shares, acquisitions | 1,000,000 | ||||
Stock issued during period, value, acquisitions | $ 100 | ||||
Stock issued for services, shares | 571,167 | ||||
Preferred Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 78,000,000 | 78,000,000 | |||
Preferred stock, shares issued | 5,750,000 | 5,750,000 | |||
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred Class A [Member] | Cash [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during period | 2,750,000 | ||||
Issue of common shares for cash | $ 275,000 | ||||
Preferred Class A [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued for services | |||||
Conversion of convertible securities value | |||||
Issue of common shares for cash | |||||
Stock issued during period, value, acquisitions |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | 713,571,428 | |
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0016 | $ 0.0011 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 10 months 9 days | 2 years 4 months 17 days | 2 years 11 months 1 day |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | $ 149,500 | |
Number of Warrants, Granted | 660,000,000 | 1,288,541,667 | |
Weighted Average Exercise Price, Granted | $ 0.0011 | $ 0.0018 | |
Number of Warrants, Exercised | (750,000,000) | ||
Weighted Average Exercise Price, Exercised | $ 0.0001 | ||
Number of Warrants, Cancelled/Forfeited | 618,571,428 | ||
Weighted Average Exercise Price, Cancelled/Forfeited | $ 0.00034 | ||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | ||
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0013 | $ 0.0016 | $ 0.0011 |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | $ 149,500 | |
Number of Warrants,Exercisable, Balance | 1,143,541,667 | 2,002,113,095 | |
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0014 | $ 0.0016 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 8 months 15 days | 2 years 4 months 17 days | |
Aggregate Intrinsic Value, Exercisable | $ 450,000 | ||
Weighted Average Remaining Contractual Term (Years), Outstanding | 2 years 4 months 17 days | ||
Number of Warrants,Exercisable, Balance | 2,002,113,095 | ||
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0016 | ||
Aggregate Intrinsic Value, Exercisable | $ 450,000 | ||
Number of Warrants, Cancelled/Forfeited | (618,571,428) | ||
Number of Warrants, Outstanding, Balance | 1,293,541,667 | 2,002,113,095 | 713,571,428 |
SUMMARY OF FAIR VALUE OF WARRAN
SUMMARY OF FAIR VALUE OF WARRANTS (Details) - Employee Compensation [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 0.001 | $ 0.002 |
Expected volatility | 375% | 384% |
Risk-free interest rate | 1.62% | 0% |
Expected term (in years) | 3 years | 3 years |
Expected dividend rate | 0% | 0% |
Board Director and Employee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 0.001 | |
Expected volatility | 374% | |
Risk-free interest rate | 1.76% | |
Expected term (in years) | 3 years | |
Expected dividend rate | 0% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants granted for services | $ 227,211 | $ 997,637 |
Warrant [Member] | ||
Shares issued in conversion | 645,833,333 | |
Warrants converted | 750,000,000 | |
Net effect on stockholders equity | $ 0 | |
Convertible Debt Issuances [Member] | ||
Warrants granted | 165,000,000 | 1,108,541,667 |
Warrants grant period | 3 years | 3 years |
Share price | $ 0.0001 | |
Convertible Debt Issuances [Member] | Minimum [Member] | ||
Share price | $ 0.0001 | |
Convertible Debt Issuances [Member] | Maximum [Member] | ||
Share price | $ 0.0012 | |
Employee Compensation [Member] | ||
Warrants granted | 300,000,000 | 180,000,000 |
Warrants grant period | 3 years | 3 years |
Warrants granted for services | $ 209,713 | $ 997,637 |
Employee Compensation [Member] | Board Director and Employee [Member] | ||
Warrants granted | 195,000,000 | |
Warrants grant period | 3 years | |
Warrants granted for services | $ 91,127 | |
Warrants granted for services, unvested | $ 59,648 |
SUMMARY OF EFFECTIVE INCOME TAX
SUMMARY OF EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | (21.00%) | (21.00%) |
State income tax rate, net of federal benefit | (3.60%) | (3.60%) |
Permanent differences, including stock-based compensation and impairment of acquired assets | 8.60% | 8.60% |
Change in valuation allowance | 16% | 16% |
Effective tax rate | 0% | 0% |
SUMMARY OF DEFERRED TAX ASSETS
SUMMARY OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax benefit of net operating loss carry forward | $ 4,248,077 | $ 3,557,350 |
less valuation allowance | (4,248,077) | (3,557,350) |
Net deferred tax assets |
SCHEDULE OF NET OPERATING LOSS
SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 17,268,607 |
Tax Year 2013 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 84,206 |
Expiration | 2023 |
Tax Year 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 494,301 |
Expiration | 2024 |
Tax Year 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 680,549 |
Expiration | 2025 |
Tax Year 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 651,537 |
Expiration | 2026 |
Tax Year 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,239,493 |
Expiration | 2027 |
Tax Year 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,843,498 |
Expiration | Indefinite |
Tax Year 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 48,201 |
Expiration | Indefinite |
Tax Year 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 140,808 |
Expiration | Indefinite |
Tax Year 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 9,262,185 |
Expiration | Indefinite |
Tax Year 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 2,823,829 |
Expiration | Indefinite |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 0 | $ 0 |
Unused operating loss carryforwards | 17,100,000 | |
Operating loss carryforwards valuation allowance | 4,248,077 | $ 3,557,350 |
Valuation allowance, deferred tax asset, increase (decrease) amount | $ 691,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 29, 2023 | Feb. 28, 2023 | Feb. 27, 2023 | Feb. 03, 2023 | Jan. 17, 2023 | Jan. 13, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Revenues | $ 7,515,541 | $ 657,136 | ||||||||
Earnings before interest and tax, amount | $ (3,681,490) | $ (12,582,500) | ||||||||
SMART Solution Technologies LP INC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments acquire businesses gross | $ 139,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Consideration cash | $ 500,000 | $ 400,000 | ||||||||
Payments acquire businesses gross | 150,000 | |||||||||
Revenues | 5,000,000 | $ 8,000,000 | ||||||||
Earnings before interest and tax, amount | $ 800,000 | |||||||||
Stock options to employees | 310,000,000 | |||||||||
Share price | $ 0.0005 | |||||||||
Bank loan refinancing | 1,840,435 | |||||||||
Debt instrument earn out amount | $ 1 | |||||||||
Long term debt | 3 years | |||||||||
Subsequent Event [Member] | Homeowner Associations [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenues | $ 2,000,000 | |||||||||
Subsequent Event [Member] | SMART Solution Technologies LP INC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to employees | 100,000 | |||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments acquire businesses gross | $ 150,000 | |||||||||
Share price | $ 0.001 | |||||||||
Consideration cash, shares | $ 1,500,000 | |||||||||
Subsequent Event [Member] | Learning Management Systems [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Acquisition description | The business generates revenues of several hundred thousand British pounds and is growing its top line at a double digit % annual rate (unaudited). Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP £400,000 in a non-interest-bearing seller’s note (paid in one year after close), plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue growth for the calendar year after the Closing Date. The Company’s balance sheet will remain as-is during the term the LOI is active and until the Closing Date, with no distributions, capital calls, bonuses to management or shareholders, salary increases, adjustments to working capital, etc. for any purpose, unless otherwise agreed by FOMO in writing. | |||||||||
Subsequent Event [Member] | Smart Solutions Technologies Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Acquisition description | The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+(unaudited), and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We made $15,000 non-refundable earnest payments towards closing. There is a $5,000 non-refundable equity component added to the consideration for this transaction in the form of 5,000 Series B Preferred shares issued to extend the closing deadline to May 17, 2023. |