Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 21, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 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 Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,908,876,920 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 2,477 | $ 96,954 |
Accounts receivable - net | 595,200 | 1,682,654 |
Inventory - net | 216,627 | 382,457 |
Prepaids and other | 18,267 | 9,458 |
Total Current Assets | 877,890 | 2,216,784 |
Property and equipment - net | 76,162 | 80,844 |
Operating lease - right-of-use asset | 230,153 | 281,937 |
Intangible assets | 465,539 | 514,476 |
Goodwill | 350,110 | 350,110 |
Investments | 542,406 | 140,006 |
Total Assets | 2,542,260 | 3,584,157 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,410,437 | 1,657,084 |
Accounts receivable credit facility | 1,183,334 | 1,276,467 |
Operating lease liability | 64,836 | 63,556 |
Deferred revenue | 118,639 | 578,354 |
Warranty reserve | 5,510 | |
Convertible notes payable - net | 240,000 | 645,006 |
Loans payable- other | 685,521 | 243,692 |
Preferred dividend payable | 248,936 | 171,646 |
Derivative liabilities | 426,172 | 981,766 |
Total Current Liabilities | 4,388,623 | 5,642,619 |
Long Term Liabilities | ||
Operating lease liability | 179,232 | 227,701 |
Total Long-Term Liabilities | 383,250 | 512,181 |
Total Liabilities | 4,771,873 | 6,154,800 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity (Deficit) | ||
Common stock, no par value, 20,000,000,000 shares authorized 9,908,876,920 and 8,620,188,088 shares issued and outstanding, respectively | 9,429,968 | 9,023,334 |
Additional paid-in capital | 13,120,791 | 12,503,100 |
Accumulated deficit | (24,783,553) | (24,098,281) |
Total Stockholders’ Equity (Deficit) | (2,229,613) | (2,570,643) |
Total Liabilities and Stockholders’ Equity (Deficit) | 2,542,260 | 3,584,157 |
Preferred Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 2,473 | 575 |
Preferred Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 608 | 529 |
Preferred Class C [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 100 | 100 |
Related Party [Member] | ||
Current Assets | ||
Loan receivable - related party | 45,319 | 45,261 |
Current Liabilities | ||
Loans payable - related parties | 5,238 | 25,048 |
Long Term Liabilities | ||
Loans payable - related parties | 204,018 | 284,480 |
Convertible notes payable - related party - net |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares, issued | 9,908,876,920 | 8,620,188,088 |
Common stock, shares, outstanding | 9,908,876,920 | 8,620,188,088 |
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 | 24,729,492 | 5,750,000 |
Preferred stock, shares outstanding | 24,729,492 | 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 | 6,083,316 | 5,289,982 |
Preferred stock, shares outstanding | 6,083,316 | 5,289,982 |
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 Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales - net | $ 608,627 | $ 955,433 | $ 2,060,282 | $ 4,436,352 |
Cost of sales | 479,423 | 885,337 | 1,568,678 | 4,074,424 |
Gross profit | 129,204 | 70,096 | 491,604 | 361,928 |
General and administrative expenses | 261,110 | 364,490 | 1,222,641 | 2,045,799 |
Loss from operations | (131,906) | (294,394) | (731,037) | (1,683,871) |
Other income (expense) | ||||
Interest expense | (61,101) | (116,989) | (547,263) | (364,161) |
Amortization of debt discount | (166,906) | (31,200) | (519,598) | |
Change in fair value of derivative liabilities | 381,332 | 176,907 | (122,640) | 160,082 |
Derivative expense | (194,887) | |||
Gain on debt extinguishment (derivative liabilities – convertible debt) | 110,654 | 125,698 | 858,580 | 226,391 |
Loss on debt extinguishment | (7,511) | 14,484 | (409,805) | (199,103) |
Change in fair value of marketable equity securities | (67,330) | 375,383 | (646,237) | |
Total other expense - net | 423,374 | (34,136) | 123,055 | (1,537,513) |
Net income (loss) | 291,468 | (328,530) | (607,982) | (3,221,384) |
Preferred stock dividends | (28,299) | (47,834) | (77,290) | (140,726) |
Net loss available to common shareholders | $ 263,169 | $ (376,364) | $ (685,272) | $ (3,362,110) |
Income (loss) per share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Income (loss) per share - diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares - basic | 9,508,302,560 | 8,105,085,037 | 9,075,956,200 | 8,163,793,255 |
Weighted average number of shares - diluted | 9,508,302,560 | 8,105,085,037 | 9,075,956,200 | 8,163,793,255 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Preferred Stock [Member] Preferred Class C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Preferred Class B [Member] | Total |
Balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | $ 11,301,942 | $ (20,245,145) | $ (310,227) | |
Balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Issuance of stock for services | $ 65 | 534,935 | 535,000 | |||||
Issuance of stock for services, shares | 650,000 | |||||||
Warrants issued for services | 209,713 | 209,713 | ||||||
Preferred stock dividends | (45,059) | (45,059) | ||||||
Net loss | (1,825,808) | (1,825,808) | ||||||
Issuance of stock in cashless exercise of warrants | ||||||||
Issuance of stock in cashless exercise of warrants, shares | 437,500,000 | |||||||
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 | |||||||
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 | |||||||
Conversion of Series B preferred stock into common stock | $ (6) | 6 | ||||||
Conversion of Series B preferred stock into common stock, shares | (60,000) | 60,000,000 | ||||||
Warrants issued for services - related party | 13,981 | 13,981 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 325,000 | 325,000 | ||||||
Balance at Mar. 31, 2022 | $ 575 | $ 684 | $ 100 | $ 8,941,835 | 13,085,477 | (22,116,012) | (87,341) | |
Balance, shares at Mar. 31, 2022 | 5,750,000 | 6,839,982 | 1,000,000 | 7,976,879,909 | ||||
Balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | |
Balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Issuance of stock for services | $ 535,000 | |||||||
Issuance of stock for services, shares | 650,000 | |||||||
Net loss | (3,221,384) | |||||||
Balance at Sep. 30, 2022 | $ 575 | $ 659 | $ 100 | $ 8,941,860 | 13,185,477 | (23,607,255) | (1,478,584) | |
Balance, shares at Sep. 30, 2022 | 5,750,000 | 6,589,982 | 1,000,000 | 8,435,213,242 | ||||
Balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | |
Balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Balance at Dec. 31, 2022 | $ 575 | $ 529 | $ 100 | $ 9,023,334 | 12,503,100 | (24,098,281) | (2,570,643) | |
Balance, shares at Dec. 31, 2022 | 5,750,000 | 5,289,982 | 1,000,000 | 8,620,188,088 | ||||
Balance at Mar. 31, 2022 | $ 575 | $ 684 | $ 100 | $ 8,941,835 | 13,085,477 | (22,116,012) | (87,341) | |
Balance, shares at Mar. 31, 2022 | 5,750,000 | 6,839,982 | 1,000,000 | 7,976,879,909 | ||||
Preferred stock dividends | (47,833) | (47,833) | ||||||
Net loss | (1,067,046) | (1,067,046) | ||||||
Issuance of stock in cashless exercise of warrants | ||||||||
Issuance of stock in cashless exercise of warrants, shares | 208,333,333 | |||||||
Conversion of Series B preferred stock into common stock | $ (25) | $ 25 | ||||||
Conversion of Series B preferred stock into common stock, shares | (250,000) | 250,000,000 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 100,000 | 100,000 | ||||||
Balance at Jun. 30, 2022 | $ 575 | $ 659 | $ 100 | $ 8,941,860 | 13,185,477 | (23,230,891) | (1,102,220) | |
Balance, shares at Jun. 30, 2022 | 5,750,000 | 6,589,982 | 1,000,000 | 8,435,213,242 | ||||
Preferred stock dividends | (47,834) | (47,834) | ||||||
Net loss | (328,530) | (328,530) | ||||||
Balance at Sep. 30, 2022 | $ 575 | $ 659 | $ 100 | $ 8,941,860 | 13,185,477 | (23,607,255) | (1,478,584) | |
Balance, shares at Sep. 30, 2022 | 5,750,000 | 6,589,982 | 1,000,000 | 8,435,213,242 | ||||
Balance at Dec. 31, 2022 | $ 575 | $ 529 | $ 100 | $ 9,023,334 | 12,503,100 | (24,098,281) | (2,570,643) | |
Balance, shares at Dec. 31, 2022 | 5,750,000 | 5,289,982 | 1,000,000 | 8,620,188,088 | ||||
Issuance of stock for services | $ 1 | 999 | 1,000 | |||||
Issuance of stock for services, shares | 10,000 | |||||||
Warrants issued for services | 32,309 | 32,309 | ||||||
Preferred stock dividends | (21,131) | (21,131) | ||||||
Net loss | (3,789,102) | (3,789,102) | ||||||
Balance at Mar. 31, 2023 | $ 575 | $ 530 | $ 100 | $ 9,023,334 | 12,536,408 | (27,908,514) | (6,347,567) | |
Balance, shares at Mar. 31, 2023 | 5,750,000 | 5,299,982 | 1,000,000 | 8,620,188,088 | ||||
Balance at Dec. 31, 2022 | $ 575 | $ 529 | $ 100 | $ 9,023,334 | 12,503,100 | (24,098,281) | (2,570,643) | |
Balance, shares at Dec. 31, 2022 | 5,750,000 | 5,289,982 | 1,000,000 | 8,620,188,088 | ||||
Net loss | (607,982) | |||||||
Balance at Sep. 30, 2023 | $ 2,473 | $ 608 | $ 100 | $ 9,429,968 | 13,120,791 | (24,783,553) | (2,229,613) | |
Balance, shares at Sep. 30, 2023 | 24,729,492 | 6,083,316 | 1,000,000 | 9,908,876,920 | ||||
Balance at Mar. 31, 2023 | $ 575 | $ 530 | $ 100 | $ 9,023,334 | 12,536,408 | (27,908,514) | (6,347,567) | |
Balance, shares at Mar. 31, 2023 | 5,750,000 | 5,299,982 | 1,000,000 | 8,620,188,088 | ||||
Preferred stock dividends | (27,860) | (27,860) | ||||||
Net loss | 2,889,652 | 2,889,652 | ||||||
Issuance of Series B preferred stock for services | $ 10 | 49,990 | 50,000 | |||||
Issuance of Series B Preferred stock for services, shares | 100,000 | |||||||
Conversion of Accrued Salary to Series A Preferred shares | $ 333 | 66,334 | 66,667 | |||||
Conversion of accrued salary to Series A Preferred shares, shares | 3,333,333 | |||||||
Conversion of Accrued Salary to Series B Prefereed shares | $ 33 | 149,967 | 150,000 | |||||
Conversion of accrued salary to Series B Preferred shares, shares | 333,334 | |||||||
Conversion of accrued salary to common stock | $ 25,750 | 25,750 | ||||||
Conversion of accrued salary to common stock, shares | 254,166,667 | |||||||
Conversion of Related Party Loan to Common Shares | $ 50,000 | 50,000 | ||||||
Conversion of Related Party Loan to Common Shares, shares | 50,000,000 | |||||||
Conversion of convertible debt and accrued interest to common stock | $ 211,356 | 211,356 | ||||||
Conversion of convertible debt and accrued interest to common stock, shares | 422,711,666 | |||||||
Conversion of convertible debt to Series A Preferred Stock | $ 1,565 | 233,127 | 234,692 | |||||
Conversion of convertible debt to Series A Preferred Stock, shares | 15,646,159 | |||||||
Balance at Jun. 30, 2023 | $ 2,473 | $ 573 | $ 100 | $ 9,310,440 | 13,035,826 | (25,046,722) | (2,697,310) | |
Balance, shares at Jun. 30, 2023 | 24,729,492 | 5,733,316 | 1,000,000 | 9,347,066,421 | ||||
Preferred stock dividends | (28,299) | (28,299) | ||||||
Net loss | 291,468 | 291,468 | ||||||
Issuance of Series B preferred stock for services | $ 28 | 77,472 | 77,500 | |||||
Issuance of Series B Preferred stock for services, shares | 275,000 | |||||||
Conversion of Accrued Salary to Series B Prefereed shares | $ 7 | 7,493 | 7,500 | |||||
Conversion of accrued salary to Series B Preferred shares, shares | 75,000 | |||||||
Conversion of accrued salary to common stock | $ 25,750 | 25,750 | ||||||
Conversion of accrued salary to common stock, shares | 92,916,666 | |||||||
Conversion of convertible debt and accrued interest to common stock | $ 93,778 | 93,778 | ||||||
Conversion of convertible debt and accrued interest to common stock, shares | 468,893,833 | |||||||
Balance at Sep. 30, 2023 | $ 2,473 | $ 608 | $ 100 | $ 9,429,968 | $ 13,120,791 | $ (24,783,553) | $ (2,229,613) | |
Balance, shares at Sep. 30, 2023 | 24,729,492 | 6,083,316 | 1,000,000 | 9,908,876,920 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating activities | |||||||
Net loss | $ 291,468 | $ (3,789,102) | $ (328,530) | $ (1,825,808) | $ (607,982) | $ (3,221,384) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Stock based compensation | 128,500 | 535,000 | |||||
Warrants issued for services | 209,713 | $ 91,127 | |||||
Warrants issued for service - related party | 32,309 | 13,981 | |||||
Amortization of debt discount | 31,200 | 519,598 | |||||
Amortization of operating lease - right-of-use asset | 51,784 | 46,030 | |||||
Depreciation and amortization expense | 53,619 | 4,216 | |||||
Change in fair value of derivative liabilities | (381,332) | (176,907) | 122,640 | (160,082) | |||
Bad debt expense | |||||||
Gain on debt extinguishment | (858,580) | (226,391) | |||||
Loss on debt extinguishment | 409,805 | 199,103 | |||||
Derivative expense | 194,887 | ||||||
Change in fair value of marketable equity securities | (375,383) | 646,237 | |||||
(Increase) decrease in | |||||||
Accounts receivable | 1,087,454 | (634,578) | |||||
Prepaids and other | (8,809) | (53,534) | |||||
Inventory | 165,830 | (1,529,074) | |||||
Increase (decrease) in | |||||||
Accounts payable and accrued expenses | (96,819) | 982,538 | |||||
Deferred revenue | (459,715) | 1,654,133 | |||||
Warranty Reserve | 5,510 | ||||||
Operating lease liability | (47,189) | (38,622) | |||||
Net cash used in operating activities | (365,826) | (858,229) | |||||
Investing activities | |||||||
Cash acquired in acquisition of Smart Solutions Technologies, Inc. | 223,457 | ||||||
Purchase of property and equipment | (4,408) | ||||||
Proceeds from sales of securities - net of purchases | (41,781) | ||||||
Repayment - loan receivable - related party | 13,825 | ||||||
Advance - loan receivable - related party | (27,075) | (101,152) | |||||
Net cash provided by investing activities | (27,075) | 89,941 | |||||
Financing investing | |||||||
Proceeds from loans payable | 939,856 | 266,000 | |||||
Proceeds from loans payable - related party | 40,091 | ||||||
Proceeds from issuance of convertible notes | 378,750 | ||||||
Proceeds from issuance of convertible note - related party | 195,000 | ||||||
Repayment of loans payable | (498,026) | (133,016) | |||||
Repayments of notes payable - government - SBA | (150,000) | ||||||
Repayments of loans payable - related parties | (90,363) | (233,914) | (321,705) | ||||
Repayment of notes payable | (647,528) | ||||||
Proceeds from draw downs on accounts receivable credit facility | 1,976,026 | 4,184,344 | |||||
Repayment on accounts receivable credit facility | (2,069,160) | (3,042,024) | |||||
Net cash provided by financing activities | 298,424 | 817,612 | |||||
Net increase (decrease) in cash | (94,477) | 49,324 | |||||
Cash - beginning of period | $ 96,954 | $ 94,224 | 96,954 | 94,224 | 94,224 | ||
Cash - end of period | $ 2,477 | $ 143,548 | 2,477 | 143,548 | $ 96,954 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | 475,938 | 76,638 | |||||
Cash paid for income tax | |||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Issuance of Preferred B shares to acquire businesses | 700,000 | ||||||
Debt discount recorded in connection with derivative liability | 66,851 | ||||||
Issuance of Series A preferred shares in conversion of debt and accrued interest | 234,692 | ||||||
Issuance of common shares in conversion of debt and accrued interest | $ 211,356 | $ 166,850 | |||||
Conversion of Class B preferred stock into common stock | 31 | ||||||
Conversion of Related Party Loan to Common Shares | $ 50,000 | ||||||
Conversion of Accrued salary to common stock | 51,500 | ||||||
Conversion of Accrued Salary to Series A Preferred shares | 66,667 | ||||||
Conversion of Accrued Salary to Series B Preferred shares | 157,500 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | 425,000 | ||||||
Preferred stock dividends | 77,290 | ||||||
Common stock issued for debt | |||||||
Right-of-use asset obtained in exchange for new operating lease liability | $ 345,229 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations FOMO WORLDWIDE, INC. (“FOMO,” “we,” “our” or “the Company”), is a business incubator with subsidiaries focused on the sale of its smart board technology as well as related installation services. 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. Currently, this entity is inactive. On December 14, 2021, FOMO incorporated FOMO CORP., later renamed “FOMO WORLDWIDE, INC.”, a Wyoming C-Corp., as a wholly owned subsidiary for the purposes of providing back office services to its employees and for its wholly owned and majority-owned businesses. The Company is currently performing a short-form merger of parent FOMO WORLDWIDE, INC. (CA) into and with FOMO WORLDWIDE, INC. (WY). On February 28, 2022, the Company acquired SMARTSolution Technologies, LP and SMARTSolution Technologies, Inc. (together “SST”). 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. On June 21, 2023, the Company established Diamond Technology Solutions LLC (“DTS”) in Pennsylvania. The Company intends DTS to offer education technology and services, including interactive flat panels, computer equipment, communications, security and access control products, and audio-visual solutions from U.S.-based vendors. On June 27, 2023, the Company assigned 100 On August 3, 2023, the Company approved the transfer of 100 The parent (FOMO WORLDWIDE, INC Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California SMARTSolution Technologies, Inc. (“SST”) 1995 1 Pennsylvania Energy Intelligence Center LLC (“EIC”) 2021 2 Wyoming Diamond Technology Solutions, LLC 2023 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired and created through a series of transactions in 2020 and 2021 3 The Company was formed in June 2023 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED SMARTSolution Technologies LP and SMARTSolution Technologies, Inc. (together “SST”) On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies LP 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 0.0005 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 experienced a significant increase in orders and sales in 2022 due to a backlog in orders. In 2023 sales have dropped back to more historical levels. 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 stable, 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. On June 12, 2023, because we owned both the limited partner and general partner interests, we filed with the Commonwealth of Pennsylvania to merge SMARTSolution Technologies LP with SMARTSolution Technologies, Inc. The combination was subsequently approved, thereby dissolving the limited partnership and combining its assets and liabilities with SMARTSolution Technologies, Inc., which is now the successor entity. On June 27, 2023, the Company approved the transfer of 100 See note 9. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. Principles of 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. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, include, 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, warranty reserve, 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Fair Value of Financial Instruments 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 September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Assets and liabilities measured at fair value at September 30, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets and Liabilities September 30, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 6 477,400 $ 65,000 $ 542,406 Total Assets $ 6 $ 477,400 $ 65,000 $ 542,406 Liabilities Derivative liabilities $ - - $ 426,172 $ 426,172 Total $ - $ - $ 426,172 $ 426,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 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 2 investments in the preferred stock of a publicly traded company, whose values are derived as if converted from the public company’s common stock. .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. Accounts Receivable Allowance for doubtful accounts at September 30, 2023 and December 31, 2022, was $ 15,587 19,587 5,053 0 The Company had the following concentrations at September 30, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Concentration of Risk Percentage Nine Months Ended Year Ended Customer September 30, 2023 December 31, 2022 A 20 % 22 % B 19 % 16 % C 16 % - % Total 55 % 38 % Inventory At September 30, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification September 30, 2023 December 31, 2022 Smart Boards $ 216,525 $ 382,355 Clean Technology 102 102 Total Inventory $ 216,627 $ 382,457 The Company had the following vendor purchase concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Nine Months Ended September 30, Customer 2023 2022 A 65 % 91 % Total 65 % 91 % Revenue Recognition The following represents the Company’s disaggregation of revenues for the three months and nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 520,893 86 % $ 892,748 93 % $ 1,749,815 85 % $ 4,084,290 92 % Installation Services 87,734 14 % 63,295 7 % 310,467 15 % 328,493 7 % Clean Technology products - - % (610 ) - % - - % 23,569 1 % Total Revenues $ 608,627 100 % $ 955,433 100 % $ 2,060,282 100 % $ 4,436,352 100 % The Company had the following sales concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Sales Concentration Percentage Nine Months Ended September 30, Customer 2023 2022 A 12 % 14 % Total 12 % 14 % Advertising Costs The Company recognized $ 10,148 35,530 Basic and Diluted Earnings (Loss) per Share The following potentially dilutive equity securities outstanding as of September 30, 2023 were as follows: Schedule of Anti Dilutive Securities Outstanding September 30,2023 Series A, preferred stock (1) 1,236,474,600 Series B, preferred stock (2) 6,083,316,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 4,580,066,667 Warrants (5) 1,836,799,483 Total 13,737,656,760 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 September 30, 2023, 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 1-100 reverse split Recent Accounting Standards 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 ASUs 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management’s Plans | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023, the Company had: ● Net loss of $ 607,982 ● Net cash used in operations was $ 365,826 Additionally, at September 30, 2023, the Company had: ● Accumulated deficit of $ 24,783,553 ● Stockholders’ deficit of $ 2,229,613 ● Working capital deficit of $ 3,510,733 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 2,477 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Loan Receivable _ Related Party
Loan Receivable – Related Party | 9 Months Ended |
Sep. 30, 2023 | |
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 2024. Effective September 1, 2022, the Company increased our available loan to Himalaya of $ 50,000 100,000 On April 12, 2023, the Company exercised 100,000,000 2,000,000 10,000 On May 10, 2023, the Company purchased 100 100 100,000 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 0 % Collateral Unsecured Balance - December 31, 2021 $ 53,732 Advances 25,149 Repayments (33,620 ) Balance - December 31, 2022 45,261 Loan receivable - related party beginning balance 45,261 Advances 31,555 Repayments (4,480 ) Acquisition of KANAB CORP. (17,017 ) Exercise of warrant for Preferred A Shares (10,000 ) Balance – September 30, 2023 $ 45,319 Loan receivable - related party ending balance $ 45,319 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
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 Estimated September 30, 2023 December 31, 2022 Useful Lives (Years) Leasehold Improvements $ 178,278 $ 178,278 15 39 Vehicles 53,777 53,777 5 10 Furniture 19,595 19,595 10 Equipment 9,408 9,408 5 Property and Equipment gross 261,058 261,058 Accumulated depreciation (184,896 ) (180,214 ) Total property and equipment - net $ 76,162 $ 80,844 Depreciation expense for the three months ended September 30, 2023 and 2022, was $ 1,560 1902 Depreciation expense for the nine months ended September 30, 2023 and 2022, was $ 4,682 5,372 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 0.00020 42,000 210,000,000 1,680,000 84,000,000 During the year ended December 31, 2019, the Company received 1,000,000 0.0122 12,220 150,000 50,000,000 five .0001 100,000,000 2,000,000 10,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED The warrants were initially valued at zero due to their illiquid nature and subsequently measured at their fair value. The shares of series A and B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. The warrants were converted in June 2023. On May 10, 2023, the Company purchased 100 100 100,000 The total Series A and Series B Preferred shares of Himalaya were valued at $ 202,400 275,000 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 September 30, 2023 and December 31, 2022. Schedule of Investments September 30, 2023 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 2021 250,000 $ 0.08 275,000 2, 5 Series A, preferred stock 2023 3,680,000 0.06 202,400 3, 4 GenBio Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 6 $ 542,406 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 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 3 - In April 2023, the company exercised HMLA warrants for 2,000,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 4 - In June 2023, the company sold its shares in PTOP to HMLA in exchange for 1,680,000 5 - In May 2023, the company sold Kanab Club back to HMLA in exchange for 100,000 6 - based on cost method. December 31, 2022 Securities Held Acquisition Date Shares 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 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0007 63,000 3 GenBio, Inc. Private company 2021 25,000 $ 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 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022, respectively: Convertible Notes Payable The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 Maturity Dates of Convertible Notes June 2022 - December 2023 September 2022 October 2022 - January 2023 Interest Rate 10 % 12 % 12 % Default Interest Rate 24 % 22 % 22 % Collateral 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2021 $ 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 ) 676,206 - - 676,206 Less: unamortized debt discount (31,200 ) - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ 645,006 GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2022 $ 676,206 $ - $ - $ 676,206 Proceeds from issuance of notes - - - - Repayment of notes - - - - Conversion of debt to preferred stock (335,000 ) - - (335,000 ) Conversion of debt to common stock (101,206 ) - - (101,206 ) 240,000 - - 240,000 Less: unamortized debt discount - - - - Balance – September 30, 2023 $ 240,000 $ - $ - $ 240,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED On May 30, 2023, the Company exchanged two convertible notes held by third-party lender GS Capital Partners, LLC in the amounts of $220,000 dated January 14, 2022, with a current balance of $260,842 and a $115,000 dated April 5, 2022, with a current balance of $130,312, totaling $391,154 for 15,646,159 shares of Series A Preferred stock at a price per share equal to $0.025 per share. On an as converted basis, the Series A Preferred shares can convert into 782,307,950 common shares. As consideration for the exchange, we reduced the strike price on a total of 557,424,483 common stock purchase warrants held by the lender to $0.0005 and extended their expiration dates to May 26, 2026. This resulted in a gain on debt extinguishment of $156,462 During the nine months ended September 30, 2023, third-party lender GS Capital converted $ 436,206 891,605,499 409,805 During the nine months ended September 30, 2022, third-party lenders converted $ 104,367 301,448,152 205,691 On April 19, 2022, the Company modified the terms of a loan it had with GS Capital for $ 325,000 16,206 341,206 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 2 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, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advances 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 - December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Advances 37,000 - 3,090 40,090 Repayments (117,462 ) - (12,900 ) (130,362 ) Conversion - - (10,000 ) (10,000 ) Balance – September 30, 2023 $ 204,018 $ 5,168 $ 70 $ 209,256 Short term Portion of Balance $ - $ 5,168 $ 70 $ 5,238 Long term Portion of Balance $ 204,018 $ - $ - $ 204,018 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 1 reflects activity related to the Company’s former 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 The Company has various merchant cash advances (“MCAs”). The following summarizes the borrowings: Schedule of Loan Payable Other Loan 1 Loan 2 Loan 3 Loan 4 Loan 5 Loan 6 Issuance Date April 1, 2022 January 17, 2023 March 22, 2023 May 23, 2023 May 5, 2023 August 1, 2023 Maturity Date April 1, 2023 January 1, 2024 March 22, 2024 May 23, 2024 May 5, 2024 May 5, 2024 Interest Rate 16 % 18 % 33 % 33 % 29 % 36 % Default Interest Rate 0 % 0 % 0 % 0 % 0 % 0 % Collateral Unsecured Unsecured Unsecured Assets of SST FOMO, Himalya and CEO Unsecured Conversion None None None None None None Balance, December 31, 2022 $ 243,692 $ - $ - $ - $ - $ - $ 243,692 Borrowings - 140,000 228,800 149,990 140,000 281,066 939,856 Repayments (121,788 ) (63,864 ) (54,480 ) (20,991 ) (29,333 ) (207,571 ) (498,027 ) Balance, September 30, 2023 $ 121,904 $ 76,136 $ 174,320 $ 128,999 $ 110,667 $ 73,495 $ 685,521 At September 30, 2023, the Company was in default on its debt arrangements with four providers of MCAs that funded against expected shipments from its primary vendor SMART Technologies, who subsequently reduced our credit line for equipment from $ 1,000,000 350,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 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 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. 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 Balance - December 31, 2022 1,276,467 Proceeds from drawdowns 1,976,026 Repayments (2,069,159 ) Balance – September 30, 2023 $ 1,183,334 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
Derivative Liabilities | Note 8 – Derivative Liabilities 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 Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Exercise price $ 0.00006 0.01 $ 0.0001 0.01 Expected volatility 282 521 % 196 377 % Risk-free interest rate 5.55 % 0.73 2.99 % Expected term (in years) 0.01 2.02 0.30 3.00 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 September 30 30, 2023 and December 31, 2022: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2021 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 Fair value - commitment date - - - Fair value - mark to market adjustment 3,466,013 (10,607 ) 3,455,406 Derivative liabilities – March 31, 2023 4,274,750 162,423 4,437,173 Fair value - mark to market adjustment (2,930,214 ) (21,221 ) (2,951,435 ) Gain on debt extinguishment (derivative liabilities - convertible debt) (567,580 ) - (567,580 ) Derivative liabilities – June 30, 2023 776,956 141,202 918,158 Derivative liabilities 776,956 141,202 918,158 Fair value - mark to market adjustment (286,795 ) (94,537 ) (381,332 ) Gain on debt extinguishment (derivative liabilities - convertible debt) (110,654 ) - (110,654 ) Derivative liabilities – September 30, 2023 379,507 46,665 426,172 Derivative liabilities 379,507 46,665 426,172 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Pro Forma Financial Information | Note 9 – Acquisition and Pro Forma Financial Information Acquisitions for the Nine Months Ended September 30, 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, 2023 and 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Total net liabilities assumed (274,782 ) Goodwill in purchase of SMARTSolution 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 at September 30, 2023: Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name 2023 $ 16,313 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,602 Intangible assets- net $ 465,538 The following summarizes the intangible assets at September 30, 2023 and December 31, 2022: Schedule of Intangible Assets September 30, 2023 December 31, 2022 Useful Life Supplier relationships $ 149,000 $ 149,000 4 Trade name 420,000 420,000 15 Intangible assets gross 569,000 569,000 Accumulated amortization (103,461 ) (54,524 ) Intangible assets net $ 465,539 $ 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 3. In exchange for the remainder of Insider Loan, ($ 145,000 100,000 10,000 1,250 Feb. 28, 2022 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. and 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 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023: FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Operating Lease Assets and Liabilities September 30, 2023 Assets Operating lease - right-of-use asset - non-current $ 230,153 Liabilities Operating lease liability $ 244,068 Weighted-average remaining lease term (years) 3.34 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 51,784 Lease liability expense in connection with obligation repayment 14,812 Total operating lease costs $ 66,596 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 47,189 Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2023: Schedule of Future Minimum Lease Payments 2023 (6 Months) $ 7,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 266,000 Less: amount representing interest (21,932 ) Present value of operating lease liability 244,068 Less: current portion of operating lease liability (64,836 ) Long-term operating lease liability $ 179,232 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11– Stockholders’ Deficit At September 30, 2023 and December 31, 2022, the Company had various classes of stock: Class A, Convertible Preferred Stock - Par value - $ 0.0001 - Conversion – each share of Class A converts into 50 1,236,474,600 287,500,000 - Voting – on an as-converted basis – 50 votes for each share held (1,236,474,600 and 287,500,000 votes - Dividends – $ 0.0035 - Liquidation preference – none - Rights of redemption – none Class B, Convertible Preferred Stock - 20,000,000 - 6,083,316 5,289,982 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class B converts into 1,000 6,083,316,000 5,289,982,000 - Voting – on an as-converted basis – 1,000 votes for each share held (6,083,316,000 and 5,289,982,000 votes - Dividends – 1% per share per annum accrued whether or not declared by the Board of Directors - 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 and 100,000,000,000 votes - Dividends – 1% - Liquidation preference – none - Rights of redemption – none Common Stock , - 20,000,000,000 - No - Voting at 1 vote per share FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Equity Transactions for the Nine Months Ended September 30, 2023 Stock Issued for Services – Common Stock During the nine months ended September 30, 2023, the Company issued 347,083,333 51,500 50,000,000 50,000 10,000 Stock Issued from Conversion of Convertible Debt and Loss on Debt Extinguishment During the nine months ended September 30, 2023, the Company issued 891,605,499 104,671 305,134 During the nine months ended September 30, 2023, the Company issued 15,646,159 335,000 234,692 Stock Issued for Services – Class A, Preferred Stock During the nine months ended September 30, 2023, the Company issued 3,333,333 10,000 Stock Issued for Services – Class B, Preferred Stock During the nine months ended September 30, 2023, the Company also issued 408,334 123,250 385,000 128,500 1,000 Equity Transactions for the Nine Months Ended September 30, 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 1,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Acquisition of SST On February 28, 2022, the Company issued 1,000,000 1,000,000,000 700,000 0.0007 100 in a transaction treated as a business combination. 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 310,000,000 310,000 0 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 12 – Warrants Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Aggregate Warrants Number of Warrants Exercise Price Contractual Intrinsic Value Outstanding and 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 $ - Granted 200,000,000 $ 0.0005 - - Exercised - - - - Cancelled/Forfeited (679,285,714 ) $ 0.0010 - - Outstanding – September 30, 2023 2,046,799,483 $ 0.0006 2.10 $ - Exercisable – September 30, 2023 1,836,799,483 $ 0.0006 2.06 $ - FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Warrant Transactions for the Nine Months Ended September 30, 2023 On February 28, 2023, the Company issued 300,000,000 .0005 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 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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. The Company has filed an extension for its federal and state tax returns for the year ended December 31, 2022. The Company missed the extended filing date but does not believe that it will owe any taxes. Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of September 30, 2023 and December 31, 2022 may not be fully realizable. Due to recurring losses, the Company’s tax provisions for the nine months ended September 30, 2023 and 2022 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 2023 2022 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 September 30, 2023 and December 31, 2022, the Company’s deferred tax assets were as follows: Summary of Deferred Tax Assets September 30, 2023 December 31, 2022 Tax benefit of net operating loss carry forward $ 4,366,059 $ 4,248,077 less valuation allowance (4,366,059 ) (4,248,077 ) Net deferred tax assets $ - $ - As of September 30, 2023 the Company had unused net operating loss carry forwards of approximately $ 18.0 The Company’s ability to offset future taxable income, if any, with tax net operating loss carry-forwards 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 carry-forward, as the realization of any future benefits from these assets is uncertain. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED The Company’s valuation allowance at September 30, 2023 and December 31, 2022 was $ 4,388,284 4,248,077 140,000 Net Operating Loss Carry-Forwards Schedule of Net Operating Loss Carryover Loss 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 2023 479,599 Indefinite $ 17,748,206 |
Letters of Intent Signed for Po
Letters of Intent Signed for Potential Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Letters Of Intent Signed For Potential Acquisitions | |
Letters of Intent Signed for Potential Acquisitions | Note 14 – Letters of Intent Signed for Potential Acquisitions FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 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 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 On or around August 7, 2023, we signed a letter of intent for a purchase order (“PO”) financing agreement with Gateway Trade Funding for up to $ 1,000,000 On or around August 14, 2023, we finalized a purchase order (“PO”) financing agreement with Aurous Financial Srvcs LLC to provide financing for up to $ 20 |
Corporate Actions
Corporate Actions | 9 Months Ended |
Sep. 30, 2023 | |
Corporate Actions | |
Corporate Actions | Note 15 – Corporate Actions On July 24, 2023, the Company mailed a Form 14C notifying investors of our intent to reverse split our common stock by a ratio of 1-100 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Stock Issued for Services – Class A, Preferred Stock Subsequent to the nine months ended September 30, 2023, the Company issued 200,000 1,000 Stock Issued for Services – Class B, Preferred Stock Subsequent to the nine months ended September 30, 2023, the Company also issued 119,500 11,950 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. |
Principles of Consolidation | Principles of 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. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, include, 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, warranty reserve, 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Assets and liabilities measured at fair value at September 30, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets and Liabilities September 30, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 6 477,400 $ 65,000 $ 542,406 Total Assets $ 6 $ 477,400 $ 65,000 $ 542,406 Liabilities Derivative liabilities $ - - $ 426,172 $ 426,172 Total $ - $ - $ 426,172 $ 426,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 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 2 investments in the preferred stock of a publicly traded company, whose values are derived as if converted from the public company’s common stock. .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. |
Accounts Receivable | Accounts Receivable Allowance for doubtful accounts at September 30, 2023 and December 31, 2022, was $ 15,587 19,587 5,053 0 The Company had the following concentrations at September 30, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Concentration of Risk Percentage Nine Months Ended Year Ended Customer September 30, 2023 December 31, 2022 A 20 % 22 % B 19 % 16 % C 16 % - % Total 55 % 38 % |
Inventory | Inventory At September 30, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification September 30, 2023 December 31, 2022 Smart Boards $ 216,525 $ 382,355 Clean Technology 102 102 Total Inventory $ 216,627 $ 382,457 The Company had the following vendor purchase concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Nine Months Ended September 30, Customer 2023 2022 A 65 % 91 % Total 65 % 91 % |
Revenue Recognition | Revenue Recognition The following represents the Company’s disaggregation of revenues for the three months and nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 520,893 86 % $ 892,748 93 % $ 1,749,815 85 % $ 4,084,290 92 % Installation Services 87,734 14 % 63,295 7 % 310,467 15 % 328,493 7 % Clean Technology products - - % (610 ) - % - - % 23,569 1 % Total Revenues $ 608,627 100 % $ 955,433 100 % $ 2,060,282 100 % $ 4,436,352 100 % The Company had the following sales concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Sales Concentration Percentage Nine Months Ended September 30, Customer 2023 2022 A 12 % 14 % Total 12 % 14 % |
Advertising Costs | Advertising Costs The Company recognized $ 10,148 35,530 |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share The following potentially dilutive equity securities outstanding as of September 30, 2023 were as follows: Schedule of Anti Dilutive Securities Outstanding September 30,2023 Series A, preferred stock (1) 1,236,474,600 Series B, preferred stock (2) 6,083,316,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 4,580,066,667 Warrants (5) 1,836,799,483 Total 13,737,656,760 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 September 30, 2023, 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 1-100 reverse split |
Recent Accounting Standards | Recent Accounting Standards 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 ASUs 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. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Parent and Subsidiaries | The parent (FOMO WORLDWIDE, INC Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California SMARTSolution Technologies, Inc. (“SST”) 1995 1 Pennsylvania Energy Intelligence Center LLC (“EIC”) 2021 2 Wyoming Diamond Technology Solutions, LLC 2023 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired and created through a series of transactions in 2020 and 2021 3 The Company was formed in June 2023 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value at September 30, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets and Liabilities September 30, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 6 477,400 $ 65,000 $ 542,406 Total Assets $ 6 $ 477,400 $ 65,000 $ 542,406 Liabilities Derivative liabilities $ - - $ 426,172 $ 426,172 Total $ - $ - $ 426,172 $ 426,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 |
Schedule of Concentration of Risk Percentage | Schedule of Concentration of Risk Percentage Nine Months Ended Year Ended Customer September 30, 2023 December 31, 2022 A 20 % 22 % B 19 % 16 % C 16 % - % Total 55 % 38 % |
Schedule of Inventory | At September 30, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification September 30, 2023 December 31, 2022 Smart Boards $ 216,525 $ 382,355 Clean Technology 102 102 Total Inventory $ 216,627 $ 382,457 |
Schedule of Vendor Purchase Concentrations Percentage | The Company had the following vendor purchase concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Nine Months Ended September 30, Customer 2023 2022 A 65 % 91 % Total 65 % 91 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the three months and nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 520,893 86 % $ 892,748 93 % $ 1,749,815 85 % $ 4,084,290 92 % Installation Services 87,734 14 % 63,295 7 % 310,467 15 % 328,493 7 % Clean Technology products - - % (610 ) - % - - % 23,569 1 % Total Revenues $ 608,627 100 % $ 955,433 100 % $ 2,060,282 100 % $ 4,436,352 100 % |
Schedule of Sales Concentration Percentage | The Company had the following sales concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Sales Concentration Percentage Nine Months Ended September 30, Customer 2023 2022 A 12 % 14 % Total 12 % 14 % |
Schedule of Anti Dilutive Securities Outstanding | The following potentially dilutive equity securities outstanding as of September 30, 2023 were as follows: Schedule of Anti Dilutive Securities Outstanding September 30,2023 Series A, preferred stock (1) 1,236,474,600 Series B, preferred stock (2) 6,083,316,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 4,580,066,667 Warrants (5) 1,836,799,483 Total 13,737,656,760 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 Par_2
Loan Receivable – Related Party (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 0 % Collateral Unsecured Balance - December 31, 2021 $ 53,732 Advances 25,149 Repayments (33,620 ) Balance - December 31, 2022 45,261 Loan receivable - related party beginning balance 45,261 Advances 31,555 Repayments (4,480 ) Acquisition of KANAB CORP. (17,017 ) Exercise of warrant for Preferred A Shares (10,000 ) Balance – September 30, 2023 $ 45,319 Loan receivable - related party ending balance $ 45,319 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment Estimated September 30, 2023 December 31, 2022 Useful Lives (Years) Leasehold Improvements $ 178,278 $ 178,278 15 39 Vehicles 53,777 53,777 5 10 Furniture 19,595 19,595 10 Equipment 9,408 9,408 5 Property and Equipment gross 261,058 261,058 Accumulated depreciation (184,896 ) (180,214 ) Total property and equipment - net $ 76,162 $ 80,844 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following is a summary of the Company’s investments at September 30, 2023 and December 31, 2022. Schedule of Investments September 30, 2023 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 2021 250,000 $ 0.08 275,000 2, 5 Series A, preferred stock 2023 3,680,000 0.06 202,400 3, 4 GenBio Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 6 $ 542,406 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 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 3 - In April 2023, the company exercised HMLA warrants for 2,000,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 4 - In June 2023, the company sold its shares in PTOP to HMLA in exchange for 1,680,000 5 - In May 2023, the company sold Kanab Club back to HMLA in exchange for 100,000 6 - based on cost method. December 31, 2022 Securities Held Acquisition Date Shares 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 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0007 63,000 3 GenBio, Inc. Private company 2021 25,000 $ 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 3 - based upon the quoted closing trading price. 4 - based on cost method. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Convertible Notes Payable | The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 Maturity Dates of Convertible Notes June 2022 - December 2023 September 2022 October 2022 - January 2023 Interest Rate 10 % 12 % 12 % Default Interest Rate 24 % 22 % 22 % Collateral 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2021 $ 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 ) 676,206 - - 676,206 Less: unamortized debt discount (31,200 ) - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ 645,006 GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2022 $ 676,206 $ - $ - $ 676,206 Proceeds from issuance of notes - - - - Repayment of notes - - - - Conversion of debt to preferred stock (335,000 ) - - (335,000 ) Conversion of debt to common stock (101,206 ) - - (101,206 ) 240,000 - - 240,000 Less: unamortized debt discount - - - - Balance – September 30, 2023 $ 240,000 $ - $ - $ 240,000 |
Schedule of Loans Payable - Related Parties | Loans payable - related parties is as follows: Schedule of Loans Payable - Related Parties 1 2 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, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advances 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 - December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Advances 37,000 - 3,090 40,090 Repayments (117,462 ) - (12,900 ) (130,362 ) Conversion - - (10,000 ) (10,000 ) Balance – September 30, 2023 $ 204,018 $ 5,168 $ 70 $ 209,256 Short term Portion of Balance $ - $ 5,168 $ 70 $ 5,238 Long term Portion of Balance $ 204,018 $ - $ - $ 204,018 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED 1 reflects activity related to the Company’s former 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 Accounts Receivable Credit Facility | The Company and its subsidiaries are guarantors of this Agreement. 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 Balance - December 31, 2022 1,276,467 Proceeds from drawdowns 1,976,026 Repayments (2,069,159 ) Balance – September 30, 2023 $ 1,183,334 |
Third Party Lender [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Loan Payable Other | Schedule of Loan Payable Other Loan 1 Loan 2 Loan 3 Loan 4 Loan 5 Loan 6 Issuance Date April 1, 2022 January 17, 2023 March 22, 2023 May 23, 2023 May 5, 2023 August 1, 2023 Maturity Date April 1, 2023 January 1, 2024 March 22, 2024 May 23, 2024 May 5, 2024 May 5, 2024 Interest Rate 16 % 18 % 33 % 33 % 29 % 36 % Default Interest Rate 0 % 0 % 0 % 0 % 0 % 0 % Collateral Unsecured Unsecured Unsecured Assets of SST FOMO, Himalya and CEO Unsecured Conversion None None None None None None Balance, December 31, 2022 $ 243,692 $ - $ - $ - $ - $ - $ 243,692 Borrowings - 140,000 228,800 149,990 140,000 281,066 939,856 Repayments (121,788 ) (63,864 ) (54,480 ) (20,991 ) (29,333 ) (207,571 ) (498,027 ) Balance, September 30, 2023 $ 121,904 $ 76,136 $ 174,320 $ 128,999 $ 110,667 $ 73,495 $ 685,521 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Exercise price $ 0.00006 0.01 $ 0.0001 0.01 Expected volatility 282 521 % 196 377 % Risk-free interest rate 5.55 % 0.73 2.99 % Expected term (in years) 0.01 2.02 0.30 3.00 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 September 30 30, 2023 and December 31, 2022: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2021 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 Fair value - commitment date - - - Fair value - mark to market adjustment 3,466,013 (10,607 ) 3,455,406 Derivative liabilities – March 31, 2023 4,274,750 162,423 4,437,173 Fair value - mark to market adjustment (2,930,214 ) (21,221 ) (2,951,435 ) Gain on debt extinguishment (derivative liabilities - convertible debt) (567,580 ) - (567,580 ) Derivative liabilities – June 30, 2023 776,956 141,202 918,158 Derivative liabilities 776,956 141,202 918,158 Fair value - mark to market adjustment (286,795 ) (94,537 ) (381,332 ) Gain on debt extinguishment (derivative liabilities - convertible debt) (110,654 ) - (110,654 ) Derivative liabilities – September 30, 2023 379,507 46,665 426,172 Derivative liabilities 379,507 46,665 426,172 |
Acquisition and Pro Forma Fin_2
Acquisition and Pro Forma Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 2023 and 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Total net liabilities assumed (274,782 ) Goodwill in purchase of SMARTSolution 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 at September 30, 2023: Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name 2023 $ 16,313 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,602 Intangible assets- net $ 465,538 |
Schedule of Intangible Assets | The following summarizes the intangible assets at September 30, 2023 and December 31, 2022: Schedule of Intangible Assets September 30, 2023 December 31, 2022 Useful Life Supplier relationships $ 149,000 $ 149,000 4 Trade name 420,000 420,000 15 Intangible assets gross 569,000 569,000 Accumulated amortization (103,461 ) (54,524 ) Intangible assets net $ 465,539 $ 514,476 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023: FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 UNAUDITED Schedule of Operating Lease Assets and Liabilities September 30, 2023 Assets Operating lease - right-of-use asset - non-current $ 230,153 Liabilities Operating lease liability $ 244,068 Weighted-average remaining lease term (years) 3.34 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 51,784 Lease liability expense in connection with obligation repayment 14,812 Total operating lease costs $ 66,596 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 47,189 |
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 September 30, 2023: Schedule of Future Minimum Lease Payments 2023 (6 Months) $ 7,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 266,000 Less: amount representing interest (21,932 ) Present value of operating lease liability 244,068 Less: current portion of operating lease liability (64,836 ) Long-term operating lease liability $ 179,232 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of Warrants Activity | Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Aggregate Warrants Number of Warrants Exercise Price Contractual Intrinsic Value Outstanding and 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 $ - Granted 200,000,000 $ 0.0005 - - Exercised - - - - Cancelled/Forfeited (679,285,714 ) $ 0.0010 - - Outstanding – September 30, 2023 2,046,799,483 $ 0.0006 2.10 $ - Exercisable – September 30, 2023 1,836,799,483 $ 0.0006 2.06 $ - |
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 $ 0.001 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) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 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 September 30, 2023 and December 31, 2022, the Company’s deferred tax assets were as follows: Summary of Deferred Tax Assets September 30, 2023 December 31, 2022 Tax benefit of net operating loss carry forward $ 4,366,059 $ 4,248,077 less valuation allowance (4,366,059 ) (4,248,077 ) Net deferred tax assets $ - $ - |
Schedule of Net Operating Loss Carryover Loss | Net Operating Loss Carry-Forwards Schedule of Net Operating Loss Carryover Loss 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 2023 479,599 Indefinite $ 17,748,206 |
Schedule of Parent and Subsidia
Schedule of Parent and Subsidiaries (Details) | 9 Months Ended | |
Sep. 30, 2023 | ||
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 | |
SMART Solution Technologies Inc [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] |
Energy Intelligence Center, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 2021 | [2] |
State of Incorporation | Wyoming | [2] |
Diamond Technology Solutions LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation Date | 2023 | [3] |
State of Incorporation | Wyoming | [3] |
[1]The Company was acquired on February 28, 2022[2]The Company was acquired and created through a series of transactions in 2020 and 2021[3]The Company was formed in June 2023 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details Narrative) - USD ($) | Feb. 28, 2023 | Feb. 28, 2022 | Aug. 03, 2023 | Jun. 27, 2023 | Mar. 29, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Total shares | 300,000,000 | ||||
Share price | $ 0.0005 | ||||
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] | |||||
Total shares | 300,000,000 | ||||
Share price | $ 0.001 | ||||
Share exercise price | $ 0.0005 | ||||
Series B Preferred Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share price | $ 0.001 | ||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares issues | 1,000,000 | ||||
Stock issued during period value new issues | $ 927,600 | ||||
Diamond Solution Technologies LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership percentage | 100% | 100% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | $ 542,406 | $ 140,006 |
Total assets measured at fair value | 542,406 | 140,006 |
Derivative liability | 426,172 | 981,766 |
Total liabilities measured at fair value | 426,172 | 981,766 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 6 | 75,006 |
Total assets measured at fair value | 6 | 75,006 |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 477,400 | |
Total assets measured at fair value | 477,400 | |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 65,000 | 65,000 |
Total assets measured at fair value | 65,000 | 65,000 |
Derivative liability | 426,172 | 981,766 |
Total liabilities measured at fair value | $ 426,172 | $ 981,766 |
Schedule of Concentration of Ri
Schedule of Concentration of Risk Percentage (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 20% | 22% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 19% | 16% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 16% | |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 55% | 38% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total Inventory | $ 216,627 | $ 382,457 |
Smart Boards [Member] | ||
Inventory [Line Items] | ||
Total Inventory | 216,525 | 382,355 |
Clean Technology [Member] | ||
Inventory [Line Items] | ||
Total Inventory | $ 102 | $ 102 |
Schedule of Vendor Purchase Con
Schedule of Vendor Purchase Concentrations Percentage (Details) - Product Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Vendor A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 65% | 91% |
Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 65% | 91% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Total Revenues | $ 608,627 | $ 955,433 | $ 2,060,282 | $ 4,436,352 |
Percentage of revenues | 100% | 100% | 100% | 100% |
Smart Boards and Installation [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | $ 520,893 | $ 892,748 | $ 1,749,815 | $ 4,084,290 |
Percentage of revenues | 86% | 93% | 85% | 92% |
Installation Services [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | $ 87,734 | $ 63,295 | $ 310,467 | $ 328,493 |
Percentage of revenues | 14% | 7% | 15% | 7% |
Clean Technology Products [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | $ (610) | $ 23,569 | ||
Percentage of revenues | 1% |
Schedule of Sales Concentration
Schedule of Sales Concentration Percentage (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 12% | 14% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 12% | 14% |
Schedule of Anti Dilutive Secur
Schedule of Anti Dilutive Securities Outstanding (Details) | 9 Months Ended | |
Sep. 30, 2023 shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 13,737,656,760 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,236,474,600 | [1] |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 6,083,316,000 | [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 | 4,580,066,667 | [4] |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,836,799,483 | [5] |
[1]Each share converts into 50 1,000 1 |
Schedule of Anti Dilutive Equit
Schedule of Anti Dilutive Equity Securities Outstanding (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 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 ($) | 9 Months Ended | |||
Jul. 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Bad debt expense | ||||
Marketing and advertising costs | $ 10,148 | 35,530 | ||
Common stock authorized to settle exercise of common stock equivalents | 20,000,000,000 | |||
Common stock authorized to settle exercise of common stock equivalents | reverse split our common stock by a ratio of 1-100 | 1-100 reverse split | ||
Accounts Receivable [Member] | ||||
Product Information [Line Items] | ||||
Allowance for doubtful accounts | $ 15,587 | $ 19,587 | ||
Bad debt expense | $ 5,053 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management’s Plans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net loss | $ (291,468) | $ (2,889,652) | $ 3,789,102 | $ 328,530 | $ 1,067,046 | $ 1,825,808 | $ 607,982 | $ 3,221,384 | ||
Net cash used in operations | 365,826 | 858,229 | ||||||||
Accumulated deficit | 24,783,553 | 24,783,553 | $ 24,098,281 | |||||||
Stockholders equity | 2,229,613 | $ 2,697,310 | $ 6,347,567 | $ 1,478,584 | $ 1,102,220 | $ 87,341 | 2,229,613 | $ 1,478,584 | 2,570,643 | $ 310,227 |
Working capital | 3,510,733 | 3,510,733 | ||||||||
Cash | $ 2,477 | $ 2,477 | $ 96,954 |
Summary of Loans Receivables Ad
Summary of Loans Receivables Advances Related Party (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Repayments | $ (90,363) | $ (233,914) | $ (321,705) |
Loans Receivable Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance dates of advances | 2021 | ||
Maturity date | Due on Demand | ||
Interest rate | 0% | ||
Collateral | Unsecured | ||
Loan receivable - related party beginning balance | $ 45,261 | $ 53,732 | 53,732 |
Advances | 31,555 | 25,149 | |
Repayments | (4,480) | (33,620) | |
Acquisition of KANAB CORP. | (17,017) | ||
Exercise of warrant for Preferred A Shares | (10,000) | ||
Loan receivable - related party ending balance | $ 45,319 | $ 45,261 |
Loan Receivable _ Related Par_3
Loan Receivable – Related Party (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Jun. 15, 2023 | Apr. 12, 2023 | Jul. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 10, 2023 | Sep. 01, 2022 | Aug. 31, 2022 | |
Loans receivable, fair value disclosure | $ 100,000 | $ 50,000 | |||||||
Warrant exercised | 750,000,000 | ||||||||
Kanab Corp [Member] | |||||||||
Minority interest ownership percentage | 100% | ||||||||
Himalaya Technologies Inc [Member] | |||||||||
Return of minority interest ownership percentage | 100% | ||||||||
Himalaya Technologies Inc [Member] | |||||||||
Common stock conversion basis description | On April 12, 2023, the Company exercised 100,000,000 warrants issued by HMLA to purchase 2,000,000 Series A Preferred shares of HMLA’s stock that convert 1-50 into HMLA common stock and vote on an as converted basis. | ||||||||
Warrant exercised | 100,000,000 | ||||||||
Line of credit consideration | $ 10,000 | ||||||||
Issuance of shares | 150,000 | ||||||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | |||||||||
Stock convert | 2,000,000 | ||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | |||||||||
Issuance of shares | 150,000 | ||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | Kanab Corp [Member] | |||||||||
Issuance of shares | 100,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 261,058 | $ 261,058 |
Accumulated depreciation | (184,896) | (180,214) |
Total property and equipment - net | 76,162 | 80,844 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 178,278 | 178,278 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 15 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 39 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 53,777 | 53,777 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 19,595 | 19,595 |
Estimated Useful Lives (Years) | 10 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 9,408 | $ 9,408 |
Estimated Useful Lives (Years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 28, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Depreciation expense | $ 1,560 | $ 1,902 | $ 4,682 | $ 5,372 | |
Property and equipment | $ 82,553 | $ 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 ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2022 | Mar. 29, 2023 | Feb. 28, 2023 | ||||
Value of Securities | $ 542,406 | $ 140,006 | |||||
Price per Share | $ 0.0005 | ||||||
Series B Preferred Stock [Member] | |||||||
Price per Share | $ 0.001 | ||||||
Himalaya Technologies Inc [Member] | |||||||
Value of Securities | [1] | $ 12,000 | |||||
Acquisition Date | [1] | 2021 | |||||
Shares Held | [1] | 150,000 | |||||
Price per Share | [1] | $ 0.08 | |||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | |||||||
Value of Securities | [2],[3] | $ 275,000 | |||||
Acquisition Date | [2],[3] | 2021 | |||||
Shares Held | [2],[3] | 250,000 | |||||
Price per Share | [2],[3] | $ 0.08 | |||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | |||||||
Value of Securities | [4],[5] | $ 202,400 | |||||
Acquisition Date | [4],[5] | 2023 | |||||
Shares Held | [4],[5] | 3,680,000 | |||||
Price per Share | [4],[5] | $ 0.06 | |||||
GenBio Inc [Member] | |||||||
Value of Securities | $ 65,000 | [6] | $ 65,000 | [7] | |||
Acquisition Date | 2021 and 2022 | [6] | 2021 | [7] | |||
Shares Held | 50,000 | [6] | 25,000 | [7] | |||
Price per Share | $ 1 | [6] | $ 1 | [7] | |||
Peer To Peer Network PTOP [Member] | |||||||
Value of Securities | [8] | $ 63,000 | |||||
Acquisition Date | [8] | 2019 | |||||
Shares Held | [8] | 210,000,000 | |||||
Price per Share | [8] | $ 0.0007 | |||||
Securities Investment [Member] | |||||||
Value of Securities | $ 6 | [9] | $ 6 | [10] | |||
[1] during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 100,000 In April 2023, the company exercised HMLA warrants for 2,000,000 1,680,000 based on cost method. based on cost method. based upon the quoted closing trading price. |
Schedule of Investments (Deta_2
Schedule of Investments (Details) (Parenthetical) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 15, 2023 | Jun. 12, 2023 | Jul. 31, 2021 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2019 | Jun. 28, 2021 | |
Kanab Corp [Member] | ||||||||||
Stock issued for conversion, shares | 1,000,000 | |||||||||
Issuance of shares | 1,000,000 | |||||||||
Himalaya Technologies Inc [Member] | ||||||||||
Stock issued for conversion, shares | 150,000 | |||||||||
Warrants issued | 50,000,000 | 50,000,000 | ||||||||
Warrants term | 5 years | 5 years | ||||||||
Warrants exercise price | $ 0.0001 | $ 0.0001 | ||||||||
Warrant exercised | 100,000,000 | |||||||||
Himalaya Technologies Inc [Member] | Common Stock [Member] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 210,000,000 | |||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock issued for conversion, shares | 150,000 | |||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | Kanab Corp [Member] | ||||||||||
Stock issued for conversion, shares | 100,000 | |||||||||
Issuance of shares | 100,000 | |||||||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | ||||||||||
Warrant exercised | 2,000,000 | |||||||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,680,000 | 1,680,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 15, 2023 | Jun. 12, 2023 | Apr. 07, 2022 | Apr. 06, 2022 | Mar. 03, 2022 | Jan. 24, 2022 | Oct. 04, 2021 | Jul. 31, 2021 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | May 10, 2023 | Jun. 28, 2021 | ||
Stock issued for acquisitions, value | $ 700,000 | |||||||||||||||||||
Investment | $ 542,406 | $ 140,006 | ||||||||||||||||||
Stock issued during period, value, conversion of units | $ 66,667 | |||||||||||||||||||
Kanab Corp [Member] | ||||||||||||||||||||
Voting interest acquired | 100% | 100% | ||||||||||||||||||
GenBio Inc [Member] | ||||||||||||||||||||
Value of shares invested | $ 7,500 | $ 7,500 | $ 10,000 | $ 15,000 | $ 25,000 | $ 40,000 | ||||||||||||||
Stock issued during period, value, conversion of units | $ 25,000 | |||||||||||||||||||
Number of shares issued for consideration | 7,500 | 7,500 | 10,000 | 15,000 | 40,000 | |||||||||||||||
Share price | $ 1 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock issued for acquisitions, value | ||||||||||||||||||||
Shares convertible | 301,448,152 | |||||||||||||||||||
Common Stock [Member] | GenBio Inc [Member] | ||||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||
Number of shares issued for consideration | 25,000 | |||||||||||||||||||
Preferred Class B [Member] | ||||||||||||||||||||
Preferred shares, value | $ 608 | $ 529 | ||||||||||||||||||
Peer to Peer Inc [Member] | ||||||||||||||||||||
Stock issued for acquisitions, shares | 210,000,000 | |||||||||||||||||||
Share price | $ 0.00020 | $ 0.0023 | ||||||||||||||||||
Stock issued for acquisitions, value | $ 483,000 | |||||||||||||||||||
Investment | $ 42,000 | |||||||||||||||||||
Peer to Peer Inc [Member] | Preferred Class B [Member] | ||||||||||||||||||||
Issuance of shares | 400,000 | |||||||||||||||||||
Himalaya Technologies Inc [Member] | ||||||||||||||||||||
Issuance of shares | 150,000 | |||||||||||||||||||
Investment | [1] | $ 12,000 | ||||||||||||||||||
Warrants issued | 50,000,000 | 50,000,000 | ||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||
Warrants exercise price | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Warrant exercised | 100,000,000 | |||||||||||||||||||
Proceeds from debt | $ 10,000 | |||||||||||||||||||
Himalaya Technologies Inc [Member] | Common Stock [Member] | ||||||||||||||||||||
Sale of common shares | 210,000,000 | |||||||||||||||||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Investment | [2],[3] | $ 202,400 | ||||||||||||||||||
Warrant exercised | 2,000,000 | |||||||||||||||||||
Shares purchased | 2,000,000 | |||||||||||||||||||
Preferred shares, value | $ 202,400 | 202,400 | ||||||||||||||||||
Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||
Sale of common shares | 1,680,000 | 1,680,000 | ||||||||||||||||||
Shares convertible | 84,000,000 | |||||||||||||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||
Issuance of shares | 150,000 | |||||||||||||||||||
Investment | [4],[5] | $ 275,000 | ||||||||||||||||||
Preferred shares, value | $ 275,000 | $ 275,000 | ||||||||||||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | Kanab Corp [Member] | ||||||||||||||||||||
Issuance of shares | 100,000 | |||||||||||||||||||
Stock issued for acquisitions, shares | 100,000 | |||||||||||||||||||
Kanab Corp [Member] | ||||||||||||||||||||
Issuance of shares | 1,000,000 | |||||||||||||||||||
Stock issued for acquisitions, shares | 1,000,000 | |||||||||||||||||||
Share price | $ 0.0122 | |||||||||||||||||||
Stock issued for acquisitions, value | $ 12,220 | |||||||||||||||||||
[1] during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 In April 2023, the company exercised HMLA warrants for 2,000,000 1,680,000 during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 100,000 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | June 2022 - December 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 - December 31, 2022 | $ 676,206 | $ 380,000 |
Proceeds from issuance of notes | 335,000 | |
Conversion of debt to preferred stock | (335,000) | 16,206 |
Repayment of notes | ||
Conversion of debt to common stock | (101,206) | (55,000) |
Less: unamortized debt discount | (31,200) | |
Balance - December 31, 2022 | 645,006 | |
Balance – September 30, 2023 | $ 240,000 | 676,206 |
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 - December 31, 2022 | 43,750 | |
Proceeds from issuance of notes | ||
Conversion of debt to preferred stock | ||
Repayment of notes | ||
Conversion of debt to common stock | (43,750) | |
Less: unamortized debt discount | ||
Balance - December 31, 2022 | ||
Balance – September 30, 2023 | ||
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 - December 31, 2022 | 78,750 | |
Proceeds from issuance of notes | 43,750 | |
Conversion of debt to preferred stock | ||
Repayment of notes | (122,500) | |
Conversion of debt to common stock | ||
Less: unamortized debt discount | ||
Balance - December 31, 2022 | ||
Balance – September 30, 2023 | ||
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Balance - December 31, 2022 | 676,206 | 502,500 |
Proceeds from issuance of notes | 378,750 | |
Conversion of debt to preferred stock | (335,000) | 16,206 |
Repayment of notes | (122,500) | |
Conversion of debt to common stock | (101,206) | (98,750) |
Less: unamortized debt discount | (31,200) | |
Balance - December 31, 2022 | 645,006 | |
Balance – September 30, 2023 | $ 240,000 | $ 676,206 |
Schedule of Loans Payable - Rel
Schedule of Loans Payable - Related Parties (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||
Balance - December 31, 2022 | $ 309,528 | $ 22,714 | $ 22,714 | |
Debt acquired in SST acquisition | 90,363 | 233,914 | 321,705 | |
Advances | 40,090 | 341,652 | ||
Repayments | (130,362) | (376,543) | ||
Balance – September 30, 2023 | 209,256 | 309,528 | ||
Conversion | (10,000) | |||
Short term Portion of Balance | 5,238 | |||
Long term Portion of Balance | $ 204,018 | |||
Loans Payable Related Party One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance Date of Loan | [1] | Various | ||
Maturity Date of Convertible Note | [1] | Due on Demand | ||
Interest Rate | [1] | 0% | ||
Default Interest Rate | [1] | 0% | ||
Collateral | [1] | Unsecured | ||
Conversion Rate | [1] | None | ||
Balance - December 31, 2022 | [1] | $ 284,480 | ||
Debt acquired in SST acquisition | [1] | 321,705 | ||
Advances | [1] | 37,000 | 326,911 | |
Repayments | [1] | (117,462) | (364,136) | |
Balance – September 30, 2023 | [1] | 204,018 | 284,480 | |
Conversion | [1] | |||
Short term Portion of Balance | [1] | |||
Long term Portion of Balance | [1] | $ 204,018 | ||
Loans Payable Related Party Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance Date of Loan | [2] | Various | ||
Maturity Date of Convertible Note | [2] | Due on Demand | ||
Interest Rate | [2] | 0% | ||
Default Interest Rate | [2] | 0% | ||
Collateral | [2] | Unsecured | ||
Conversion Rate | [2] | None | ||
Balance - December 31, 2022 | [2] | $ 5,168 | 5,168 | 5,168 |
Debt acquired in SST acquisition | [2] | |||
Advances | [2] | |||
Repayments | [2] | |||
Balance – September 30, 2023 | [2] | 5,168 | 5,168 | |
Conversion | [2] | |||
Short term Portion of Balance | [2] | 5,168 | ||
Long term Portion of Balance | [2] | |||
Loans Payable Related Party Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance Date of Loan | [3] | Various | ||
Maturity Date of Convertible Note | [3] | Due on Demand | ||
Interest Rate | [3] | 0% | ||
Default Interest Rate | [3] | 0% | ||
Collateral | [3] | Unsecured | ||
Conversion Rate | [3] | None | ||
Balance - December 31, 2022 | [3] | $ 19,880 | $ 17,546 | 17,546 |
Debt acquired in SST acquisition | [3] | |||
Advances | [3] | 3,090 | 14,741 | |
Repayments | [3] | (12,900) | (12,407) | |
Balance – September 30, 2023 | [3] | 70 | $ 19,880 | |
Conversion | [3] | (10,000) | ||
Short term Portion of Balance | [3] | 70 | ||
Long term Portion of Balance | [3] | |||
[1]reflects activity related to the Company’s former Chief Executive Officer of SST.[2] reflects activity related to the Company’s former Chief Executive Officer of EIC. |
Schedule of Loan Payable Other
Schedule of Loan Payable Other (Details) - Third Party Lender [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Loans Payable Other One [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 | None |
Beginning balance | $ 243,692 |
Borrowings | |
Repayments | (121,788) |
Balance - December 31, 2022 | $ 121,904 |
Loans Payable Other Two [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | Jan. 17, 2023 |
Maturity Date of Loan | Jan. 01, 2024 |
Interest Rate | 18% |
Default Interest Rate | 0% |
Collateral | Unsecured |
Conversion Rate | None |
Beginning balance | |
Borrowings | 140,000 |
Repayments | (63,864) |
Balance - December 31, 2022 | $ 76,136 |
Loans Payable Other Three [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | Mar. 22, 2023 |
Maturity Date of Loan | Mar. 22, 2024 |
Interest Rate | 33% |
Default Interest Rate | 0% |
Collateral | Unsecured |
Conversion Rate | None |
Beginning balance | |
Borrowings | 228,800 |
Repayments | (54,480) |
Balance - December 31, 2022 | $ 174,320 |
Loans Payable Other Four [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | May 23, 2023 |
Maturity Date of Loan | May 23, 2024 |
Interest Rate | 33% |
Default Interest Rate | 0% |
Collateral | Assets of SST |
Conversion Rate | None |
Beginning balance | |
Borrowings | 149,990 |
Repayments | (20,991) |
Balance - December 31, 2022 | $ 128,999 |
Loans Payable Other Five [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | May 05, 2023 |
Maturity Date of Loan | May 05, 2024 |
Interest Rate | 29% |
Default Interest Rate | 0% |
Collateral | FOMO, Himalya and CEO |
Conversion Rate | None |
Beginning balance | |
Borrowings | 140,000 |
Repayments | (29,333) |
Balance - December 31, 2022 | $ 110,667 |
Loans Payable Other Six [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | Aug. 01, 2023 |
Maturity Date of Loan | May 05, 2024 |
Interest Rate | 36% |
Default Interest Rate | 0% |
Collateral | Unsecured |
Conversion Rate | None |
Beginning balance | |
Borrowings | 281,066 |
Repayments | (207,571) |
Balance - December 31, 2022 | 73,495 |
Loans Payable Other [Member] | |
Short-Term Debt [Line Items] | |
Beginning balance | 243,692 |
Borrowings | 939,856 |
Repayments | (498,027) |
Balance - December 31, 2022 | $ 685,521 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable Credit Facility (Details) - Revolving Credit Facility [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | None | |
Beginning balance | $ 1,276,467 | |
Proceed from drawdowns | 1,976,026 | 7,269,906 |
Repayments | (2,069,159) | (5,993,439) |
Balance - December 31, 2022 | $ 1,183,334 | $ 1,276,467 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
May 30, 2023 | Feb. 28, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 21, 2022 | Apr. 19, 2022 | |
Debt Instrument [Line Items] | |||||||||
Gain (Loss) on Extinguishment of Debt | $ (7,511) | $ 14,484 | $ (409,805) | $ (199,103) | |||||
Debt instrument, covenant description | 1.25 to1 | ||||||||
Tangible net worth | $ 350,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving accounts receivable credit facility | $ 1,000,000 | $ 1,500,000 | |||||||
Credit facility interest rate | 85% | ||||||||
Credit facility commitment fee description | 2 | ||||||||
Credit facility interest rate at period end | 0.40% | ||||||||
Debt instrument, covenant description | 1.25 to 1 | ||||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility variable interest rate | 5.25% | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving accounts receivable credit facility | 1,000,000 | 1,000,000 | |||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving accounts receivable credit facility | $ 350,000 | 350,000 | |||||||
Minimum [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility interest rate | 11.50% | ||||||||
Chief Executive Officer [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Due to officer | $ 321,705 | ||||||||
GS Capital [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Modified term of loan | $ 325,000 | ||||||||
Accrued interest | 16,206 | ||||||||
Convertible debt | $ 341,206 | ||||||||
GS Capital Partners [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of convertible notes, description | On May 30, 2023, the Company exchanged two convertible notes held by third-party lender GS Capital Partners, LLC in the amounts of $220,000 dated January 14, 2022, with a current balance of $260,842 and a $115,000 dated April 5, 2022, with a current balance of $130,312, totaling $391,154 for 15,646,159 shares of Series A Preferred stock at a price per share equal to $0.025 per share. On an as converted basis, the Series A Preferred shares can convert into 782,307,950 common shares. As consideration for the exchange, we reduced the strike price on a total of 557,424,483 common stock purchase warrants held by the lender to $0.0005 and extended their expiration dates to May 26, 2026. This resulted in a gain on debt extinguishment of $156,462 | ||||||||
Third Party Lender GS Capital [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, amount | $ 436,206 | $ 104,367 | |||||||
Debt conversion, shares issued | 891,605,499 | 301,448,152 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 409,805 | $ 205,691 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 3 days | 3 months 18 days |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 2 years 7 days | 3 years |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.00006 | 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] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 282 | 196 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 521 | 377 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 5.55 | |
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 ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Derivative liabilities | $ 981,766 | |||
Derivative liabilities | $ 426,172 | $ 981,766 | ||
Fair Value, Recurring [Member] | ||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Derivative liabilities | 918,158 | $ 4,437,173 | 981,766 | 1,105,537 |
Fair value - commitment date | 361,737 | |||
Fair value - mark to market adjustment | (381,332) | (2,951,435) | 3,455,406 | 165,882 |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (110,654) | (567,580) | (226,391) | |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | |||
Derivative liabilities | 426,172 | 918,158 | 4,437,173 | 981,766 |
Convertible Debt [Member] | Fair Value, Recurring [Member] | ||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Derivative liabilities | 776,956 | 4,274,750 | 808,736 | 330,294 |
Fair value - commitment date | 300,137 | |||
Fair value - mark to market adjustment | (286,795) | (2,930,214) | 3,466,013 | 404,695 |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (110,654) | (567,580) | (226,391) | |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | ||||
Derivative liabilities | 379,507 | 776,956 | 4,274,750 | 808,736 |
Warrant [Member] | Fair Value, Recurring [Member] | ||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Derivative liabilities | 141,202 | 162,423 | 173,030 | 775,243 |
Fair value - commitment date | 61,600 | |||
Fair value - mark to market adjustment | (94,537) | (21,221) | (10,607) | (238,813) |
Gain on debt extinguishment (derivative liabilities - convertible debt) | ||||
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | |||
Derivative liabilities | $ 46,665 | $ 141,202 | $ 162,423 | $ 173,030 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Sep. 30, 2023 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 SMARTSolution Technologies L.P. | $ 350,110 |
Schedule of Future Amortization
Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name (Details) | Sep. 30, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2023 | $ 16,313 |
2024 | 65,250 |
2025 | 65,250 |
2026 | 34,123 |
2027 | 28,000 |
Thereafter | 256,602 |
Intangible assets- net | $ 465,538 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Supplier relationships | $ 149,000 | $ 149,000 |
Trade name | 420,000 | 420,000 |
Intangible assets gross | 569,000 | 569,000 |
Accumulated amortization | (103,461) | (54,524) |
Intangible assets net | $ 465,539 | $ 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 |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 19, 2022 | Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Feb. 28, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 700,000 | |||||||
Goodwill | $ 350,110 | $ 350,110 | ||||||
Estimated value of earn-out | 75,328 | |||||||
SMART Solution Technologies LP INC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to aquire business | $ 139,000 | |||||||
Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Single payment | $ 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Dollar value | 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Dollar value | 45,480 | |||||||
Loan amount | $ 185,000 | 185,000 | ||||||
Loan success fee | 10,000 | 10,000 | 10,000 | |||||
Repayment of loan | $ 195,000 | |||||||
Debt remaining balance | 145,000 | |||||||
Monthly interest | $ 1,250 | |||||||
Debt instrument maturity date | Feb. 28, 2022 | |||||||
Debt value | $ 118,750 | |||||||
Residual salary | $ 19,230 | |||||||
Monthly payment | 284,480 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Real Estate Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 26,250 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 145,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 118,750 | |||||||
SMARTSolution Technologies, L.P. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100% | |||||||
Conversion of preferred Series B shares to common shares, shares | 1,000 | |||||||
Brokerage fees | 50,000 | |||||||
Goodwill | $ 350,110 | |||||||
Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of preferred Series B shares to common shares, shares | 347,083,333 | |||||||
Stock Issued During Period, Value, Acquisitions | ||||||||
SMARTSolution Technologies, L.P. [Member] | Employment Status and Compensation Change Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Dollar value | $ 139,000 | |||||||
Gross revenue purchase percentage | 1.50% | |||||||
Estimated value of earn-out | $ 75,328 | |||||||
SMARTSolution Technologies, L.P. [Member] | Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayment of loan | $ 50,000 | |||||||
SMARTSolution Technologies, L.P. [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued for consideration | 1,000,000,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of preferred Series B shares to common shares, shares | 408,334 | |||||||
Series B Preferred Stock [Member] | SMARTSolution Technologies, L.P. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees, shares | 1,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 700,000 | |||||||
Series B Preferred Stock [Member] | SMARTSolution Technologies, L.P. [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 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease - right-of-use asset - non-current | $ 230,153 | $ 281,937 | |
Operating lease liability | $ 244,068 | ||
Weighted-average remaining lease term (years) | 3 years 4 months 2 days | ||
Weighted-average discount rate | 8% | ||
Amortization of right-of-use operating lease asset | $ 51,784 | $ 46,030 | |
Lease liability expense in connection with obligation repayment | 14,812 | ||
Total operating lease costs | 66,596 | ||
Operating cash outflows from operating lease (obligation payment) | $ 47,189 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (6 Months) | $ 7,000 | |
2024 | 84,000 | |
2025 | 84,000 | |
2026 | 84,000 | |
2027 | 7,000 | |
Total undiscounted cash flows | 266,000 | |
Less: amount representing interest | (21,932) | |
Present value of operating lease liability | 244,068 | |
Less: current portion of operating lease liability | (64,836) | $ (63,556) |
Long-term operating lease liability | $ 179,232 | $ 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 ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
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 | 20,000,000,000 | |||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||||
Stock issued for services | $ 1,000 | $ 535,000 | ||||||
Conversion of convertible securities | $ 310,059 | |||||||
Debt extinguishment | $ (7,511) | $ 14,484 | $ (409,805) | $ (199,103) | ||||
SMART Solution Technologies Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership interest percentage | 100% | |||||||
Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 891,605,499 | 301,448,152 | ||||||
Interest payable | 104,671 | $ 104,368 | $ 104,671 | $ 104,368 | ||||
Converted instrument value | 305,134 | 310,059 | ||||||
Debt extinguishment | $ 205,691 | |||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0007 | $ 0.0007 | ||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0015 | $ 0.0015 | ||||||
Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:AccruedCompensationCurrent-0] | $ 51,500 | $ 51,500 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock in conversion of debt and accrued interest, shares | 301,448,152 | |||||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 | |||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||||
Voting rights | Voting at 1 vote per share | Voting at 1 vote per share | ||||||
Conversion of stock | 347,083,333 | |||||||
Stock issued for services | ||||||||
Conversion of convertible securities | $ 310,059 | |||||||
Common Stock [Member] | SMART Solution Technologies Inc [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 | |||||||
Conversion of convertible securities | $ 700,000 | |||||||
Common Stock One [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock | 50,000,000 | |||||||
Common Stock One [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:AccruedCompensationCurrent-0] | $ 50,000 | $ 50,000 | ||||||
Common Stock Two [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:AccruedCompensationCurrent-0] | $ 10,000 | $ 10,000 | ||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 645,833,333 | 645,833,333 | ||||||
Warrants converted | 750,000,000 | 750,000,000 | 750,000,000 | |||||
Net effect on stockholders equity | $ 0 | $ 0 | $ 0 | |||||
Convertible Preferred Stock Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock in conversion of debt and accrued interest, shares | 50 | 50 | ||||||
Convertible Preferred Stock Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Dilutive securities of share-based payment arrangements | 1,236,474,600 | 287,500,000 | ||||||
Preferred stock voting rights | 50 votes for each share held (1,236,474,600 and 287,500,000 votes | 50 votes for each share held (1,236,474,600 and 287,500,000 votes | ||||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | $ 0 | |||||
Convertible Preferred Stock Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 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 | 6,083,316,000 | 5,289,982,000 | ||||||
Preferred stock voting rights | 1,000 votes for each share held (6,083,316,000 and 5,289,982,000 votes | 1,000 votes for each share held (6,083,316,000 and 5,289,982,000 votes | ||||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares issued | 6,083,316 | 6,083,316 | 5,289,982 | |||||
Preferred stock, shares outstanding | 6,083,316 | 6,083,316 | 5,289,982 | |||||
Preferred stock stated value | $ 0 | $ 0 | $ 0 | |||||
Preferred Stock, Dividend Rate, Percentage | 1% | |||||||
Convertible Preferred Stock Class C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 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 (100,000,000,000 and 100,000,000,000 votes | 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes | ||||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 1% | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock | 3,333,333 | |||||||
Series A Preferred Stock [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 15,646,159 | |||||||
Interest payable | $ 335,000 | $ 335,000 | ||||||
Converted instrument value | 234,692 | |||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:AccruedCompensationCurrent-0] | 10,000 | $ 10,000 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock | 408,334 | |||||||
Series B Preferred Stock [Member] | SMART Solution Technologies Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issues | 1,000,000 | |||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:AccruedCompensationCurrent-0] | $ 123,250 | $ 123,250 | ||||||
Series B Preferred Stock [Member] | Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock | 385,000 | |||||||
Conversion of Stock, Amount Converted | $ 128,500 | |||||||
Series B Preferred Stock [Member] | Consultant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock | 1,000 | |||||||
Preferred Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares issued | 6,083,316 | 6,083,316 | 5,289,982 | |||||
Preferred stock, shares outstanding | 6,083,316 | 6,083,316 | 5,289,982 | |||||
Conversion of stock | 310,000,000 | |||||||
Net effect on stockholders equity | $ 0 | $ 0 | ||||||
Stock issued for services shares | 650,000 | |||||||
Stock issued for services | $ 535,000 | |||||||
Preferred stock, converted basic | 1,000 | |||||||
Stock converted | 310,000 | |||||||
Preferred Class B [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0008 | $ 0.0008 | ||||||
Preferred Class B [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0009 | $ 0.0009 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | ||
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0013 | $ 0.0016 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 2 years 1 month 6 days | 1 year 10 months 9 days | 2 years 4 months 17 days |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | ||
Number of Warrants, Granted | 200,000,000 | 660,000,000 | |
Weighted Average Exercise Price, Granted | $ 0.0005 | $ 0.0011 | |
Number of Warrants, Exercised | (750,000,000) | ||
Weighted Average Exercise Price, Exercised | $ 0.0001 | ||
Number of Warrants, Cancelled/Forfeited | (679,285,714) | (618,571,428) | |
Weighted Average Exercise Price, Cancelled/Forfeited | $ 0.0010 | $ 0.00034 | |
Number of Warrants, Outstanding, Balance | 1,293,541,667 | ||
Number of Warrants,Exercisable, Balance | 1,143,541,667 | ||
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0014 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 years 21 days | 1 year 8 months 15 days | |
Number of Warrants, Outstanding, Balance | 2,046,799,483 | 1,293,541,667 | |
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0006 | $ 0.0013 | $ 0.0016 |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | ||
Number of Warrants,Exercisable, Balance | 1,836,799,483 | 1,143,541,667 | |
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0006 | $ 0.0014 | |
Aggregate Intrinsic Value, Exercisable |
Summary of Fair Value of Warran
Summary of Fair Value of Warrants (Details) - Employee Compensation [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
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% |
SMART Solution Technologies Inc [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ 0.001 |
Expected volatility | 375% |
Risk-free interest rate | 1.62% |
Expected term (in years) | 3 years |
Expected dividend rate | 0% |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stock options to employees | 300,000,000 | |||
Exercise price | $ 0.0005 | |||
Warrants granted | 195,000,000 | |||
Warrants grant period | 3 years | |||
Warrants granted for services | $ 209,713 | $ 91,127 | ||
Warrants granted for services, unvested | $ 59,648 | |||
Warrant [Member] | ||||
Shares issued in conversion | 645,833,333 | 645,833,333 | ||
Warrants converted | 750,000,000 | 750,000,000 | ||
Net effect on stockholders equity | $ 0 | $ 0 | ||
Convertible Debt Issuances [Member] | ||||
Warrants granted | 165,000,000 | |||
Warrants grant period | 3 years | |||
Convertible Debt Issuances [Member] | Minimum [Member] | ||||
Exercise price | $ 0.0001 | |||
Convertible Debt Issuances [Member] | Maximum [Member] | ||||
Exercise price | $ 0.0012 | |||
Employee Compensation [Member] | ||||
Warrants granted | 300,000,000 | |||
Warrants grant period | 3 years | |||
Warrants granted for services | $ 209,713 | |||
Exercise price | $ 0.001 | |||
Expected volatility | 374% | |||
Risk-free interest rate | 1.76% | |||
Expected term (in years) | 3 years | |||
Expected dividend rate | 0% |
Summary of Effective Income Tax
Summary of Effective Income Tax Rate (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Tax benefit of net operating loss carry forward | $ 4,366,059 | $ 4,248,077 |
less valuation allowance | (4,366,059) | (4,248,077) |
Net deferred tax assets |
Schedule of Net Operating Loss
Schedule of Net Operating Loss Carryover Loss (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 17,748,206 |
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 |
Tax Year 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 479,599 |
Expiration | Indefinite |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 0 | $ 0 | |
Unused operating loss carryforwards | 18,000,000 | ||
Operating loss carryforwards valuation allowance | 4,388,284 | $ 4,248,077 | |
Valuation allowance, deferred tax asset, increase (decrease) amount | $ 140,000 |
Letters of Intent Signed for _2
Letters of Intent Signed for Potential Acquisitions (Details Narrative) - USD ($) | Aug. 14, 2023 | Aug. 07, 2023 | Mar. 29, 2023 | Feb. 27, 2023 | Feb. 28, 2023 |
Revenues | $ 5,000,000 | $ 8,000,000 | |||
Earnings before interest and tax, amount | $ 800,000 | ||||
Share price | $ 0.0005 | ||||
Bank loan refinancing | 1,840,435 | ||||
Debt instrument earn out amount | $ 1,000,000 | ||||
Long term debt | 3 years | ||||
Purchase Order [Member] | |||||
Proceeds from debt | $ 20,000,000 | $ 1,000,000 | |||
Series B Preferred Stock [Member] | |||||
Consideration cash, shares | $ 1,500,000 | ||||
Share price | $ 0.001 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Consideration cash | $ 500,000 | ||||
Homeowner Associations [Member] | |||||
Revenues | $ 2,000,000 |
Corporate Actions (Details Narr
Corporate Actions (Details Narrative) | 9 Months Ended | |
Jul. 24, 2023 | Sep. 30, 2023 | |
Corporate Actions | ||
Reverse stock split description | reverse split our common stock by a ratio of 1-100 | 1-100 reverse split |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | |
Nov. 21, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Accrued compensation | $ 1,000 | $ 535,000 | |
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares issued for services | 200,000 | ||
Accrued compensation | $ 1,000 | ||
Chief Executive Officer [Member] | Series B Preferred Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares issued for services | 119,500 | ||
Accrued compensation | $ 11,950 |