Metro One Telecommunications (WOWI) 10-Q 22 Sep 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Sep. 20, 2023
Cover [Abstract]
Entity Registrant Name	METRO ONE TELECOMMUNICATIONS, INC.
Entity Central Index Key	0000920990
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		273,718,580
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-27024
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	93-0995165
Entity Interactive Data Current	Yes
Entity Address Address Line 1	30 North Gould Street
Entity Address Address Line 2	Suite 2990
Entity Address City Or Town	Sheridan
Entity Address State Or Province	WY
Entity Address Postal Zip Code	82801
City Area Code	307
Local Phone Number	683-0855

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 4,395	$ 231,763
Accounts receivable	21,739	27,756
Prepaid expenses	47,872	99,036
Royalty receivable	168,490	176,690
Other current assets	16,231	16,818
Total current assets	258,727	552,063
Property and equipment. net	15,055	18,939
Intangible assets, net	4,749,328	5,326,327
Operating lease right-of-use assets	10,721	17,845
Other assets	25,415	26,735
Total assets	5,059,246	5,941,909
Current liabilities:
Accounts payable and accrued liabilities	1,128,690	529,015
Debt, current portion	2,126,621	0
Current portion of operating lease liabilities	12,943	12,118
Total current liabilities	3,268,254	541,133
Debt	0	1,959,221
Other liability	161,521	169,909
Operating lease liabilities	0	7,455
Total liabilities	3,429,775	2,677,718
Stockholders' equity
Common stock, $0.0001 par value; 600,000,000 shares authorized. 273,718,580 and 271,635,247 shares issued and outstanding as at June 30, 2023 and December 31, 2022, respectively	27,372	27,163
Additional paid in capital	143,296,989	142,786,091
Accumulated deficit	(141,701,566)	(139,543,981)
Other comprehensive income (loss)	6,676	(5,082)
Stockholders' equity	1,629,471	3,264,191
Total Liabilities and Stockholders' Equity	$ 5,059,246	$ 5,941,909

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares issued	273,718,580	271,635,247
Common stock, shares outstanding	273,718,580	271,635,247

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited)
Revenues	$ 16,865	$ 18,937	$ 34,680	$ 38,143
Operating expenses
Cost of revenue	435	0	21,895	0
Research and Development	173,717	0	529,604	0
General and administrative	371,939	398,375	1,251,018	805,726
Management Fees	80,728	120,578	181,696	256,548
Sales and Marketing	45,186	20,365	107,864	101,795
Total operating expenses	672,005	539,318	2,092,077	1,164,069
Operating (loss)	(655,140)	(520,381)	(2,057,397)	(1,125,926)
Other income (expense)
Finance Costs	(50,973)	(38,460)	(100,188)	(181,291)
Income tax refund	0	0	0	114,861
Total other income (expense)	(50,973)	(38,460)	(100,188)	(66,430)
Net Loss	$ (706,113)	$ (558,841)	$ (2,157,585)	$ (1,192,356)
Basic and diluted net loss per common share	$ 0	$ 0	$ (0.01)	$ (0.01)
Weighted average shares - basic and diluted	273,718,580	257,920,700	273,384,787	257,920,700
Other Comprehensive Loss
Net Loss	$ (706,113)	$ (558,841)	$ (2,157,585)	$ (1,192,356)
Foreign currency translation adjustment	12,336	(109,152)	11,758	(136,397)
Total Comprehensive income	$ (693,777)	$ (658,693)	$ (2,145,827)	$ (1,575,652)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		257,920,700
Balance, amount at Dec. 31, 2021	$ 5,245,481	$ 25,792	$ 140,858,794	$ (22,078)	$ (135,617,027)
Stock warrants granted as financing costs	140,767	0	140,767	0	0
Stock based compensation	241,514	0	241,514	0	0
Capitalized stock-based compensation	157,602	0	157,602	0	0
Foreign currency translation adjustment	(27,245)	0	0	(27,245)	0
Net loss	(633,515)	$ 0	0	0	(633,515)
Balance, shares at Mar. 31, 2022		257,920,700
Balance, amount at Mar. 31, 2022	5,124,604	$ 25,792	141,398,677	(49,323)	(136,250,542)
Balance, shares at Dec. 31, 2021		257,920,700
Balance, amount at Dec. 31, 2021	5,245,481	$ 25,792	140,858,794	(22,078)	(135,617,027)
Stock based compensation	388,954
Balance, shares at Jun. 30, 2022		257,920,700
Balance, amount at Jun. 30, 2022	4,736,540	$ 25,792	141,676,542	(158,475)	(136,809,383)
Balance, shares at Mar. 31, 2022		257,920,700
Balance, amount at Mar. 31, 2022	5,124,604	$ 25,792	141,398,677	(49,323)	(136,250,542)
Stock warrants granted as financing costs	24,835	0	24,835	0	0
Stock based compensation	147,440	0	147,440	0	0
Capitalized stock-based compensation	107,654	0	107,654	0	0
Foreign currency translation adjustment	(109,152)	0	0	(109,152)	0
Net loss	(558,841)	$ 0	0	0	(558,841)
Balance, shares at Jun. 30, 2022		257,920,700
Balance, amount at Jun. 30, 2022	4,736,540	$ 25,792	141,676,542	(158,475)	(136,809,383)
Balance, shares at Dec. 31, 2022		271,635,247
Balance, amount at Dec. 31, 2022	3,264,191	$ 27,163	142,786,091	(5,082)	(139,543,981)
Stock based compensation	360,037	0	360,037	0	0
Foreign currency translation adjustment	(578)	0	0	(578)	0
Net loss	(1,451,472)	$ 0	0	0	(1,451,472)
Reg A, shares		2,083,333
Reg A, amount	250,000	$ 209	249,791	0	0
Balance, shares at Mar. 31, 2023		273,718,580
Balance, amount at Mar. 31, 2023	2,422,178	$ 27,372	143,395,919	(5,660)	(140,995,453)
Balance, shares at Dec. 31, 2022		271,635,247
Balance, amount at Dec. 31, 2022	3,264,191	$ 27,163	142,786,091	(5,082)	(139,543,981)
Stock based compensation	261,109
Balance, shares at Jun. 30, 2023		273,718,580
Balance, amount at Jun. 30, 2023	1,629,471	$ 27,372	143,296,989	6,677	(141,701,566)
Balance, shares at Mar. 31, 2023		273,718,580
Balance, amount at Mar. 31, 2023	2,422,178	$ 27,372	143,395,919	(5,660)	(140,995,453)
Stock based compensation	(98,930)	0	(98,930)	0	0
Foreign currency translation adjustment	12,336	0	0	12,336	0
Net loss	(706,113)	$ 0	0	0	(706,113)
Balance, shares at Jun. 30, 2023		273,718,580
Balance, amount at Jun. 30, 2023	$ 1,629,471	$ 27,372	$ 143,296,989	$ 6,677	$ (141,701,566)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows used in operating activities:
Net loss	$ (2,157,585)	$ (1,192,356)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	580,883	2,452
Non-cash operating lease expense	600	652
Warrants issued as financing costs	0	165,602
Stock based compensation	261,109	388,954
Changes in certain assets and liabilities:
Accounts receivable	4,767	939
Prepaid costs and other assets	49,759	19,057
Accounts payable and other liability	622,460	(95,251)
Net cash used in operating activities	(638,007)	(709,951)
Cash flows from investing activities:
Purchases of property and equipment	0	(17,503)
Additions to intangible assets	0	(847,206)
Net cash used in investing activities	0	(864,709)
Cash flows from financing activities:
Proceeds from private placement	250,000	0
Proceeds from short term debt	168,925	570,000
Net cash provided by financing activities	418,925	570,000
Net decrease in cash and cash equivalents	(219,019)	(1,004,660)
Foreign Exchange Gain (loss)	(8,286)	2,103
Cash and cash equivalents, beginning of year	231,763	1,128,825
Cash and cash equivalents, end of period	4,395	126,268
Supplemental disclosure of cash flow information:
Cash received for income taxes, net	0	114,861
Cash paid for interest	0	0
Non-cash Investing and Financing Activities
Stock-based compensation issued for capitalized research and development costs	$ 0	$ 265,256

NATURE OF OPERATIONS

NATURE OF OPERATIONS	6 Months Ended
	Jun. 30, 2023
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NOTE 1 - NATURE OF OPERATIONS The Company was incorporated in the State of Oregon on February 8, 1989, as Metro One Direct Information Services Inc. On December 12, 1995, we changed our name to Metro One Telecommunications, Inc. During the quarter ended June 30, 2021, the Company announced that its newly-formed, wholly owned Israeli subsidiary, Stratford Ltd. (“Stratford”) had received notification of approval from the Lod District Court in Israel for its winning bid to acquire assets of Royal App Ltd. out of insolvency proceedings for approximately $2.4 million USD in cash, the assumption of $200,000 in repayable government grants, as well as 8% equity in the Company on a diluted basis, post conversion of the Company’s preferred common stock, the “Recapitalization”. Royal App, Ltd., is the developer of Shelfy, a white label, headless mobile enterprise software platform that helps retailers and fast-moving consumer goods companies become growth companies. The Shelfy product incorporates sophisticated artificial intelligence and machine learning in its algorithms to markedly improve online shopping metrics through mobile phones for large consumer retailers such as supermarket chains, food and other clients. Concurrent with the acquisition of the Shelfy software assets, management determined the technological feasibility of proposed enterprise software product modifications, including functions, features, and technical performance requirements to relaunch the software as a SaaS product offering, initially integrated on key reseller platforms, with the intent of repositioning the software with an entirely new and much larger market base. An easy to use, fully customizable mobile commerce app for download by consumers across all industry segments for a base monthly subscription fee, and readily available add on features for additional monthly fees based on individual consumer selections. On February 9, 2022, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”) to offer up to 80,000,000 Units consisting of one share of common stock and a ¼ warrant at $0.12 per Unit, with the associated warrants having an exercise price of $0.15 per share for a period of one year. The Company received notice of effect from the SEC on December 1, 2022. Further the Company registered a total of 200,031,733 shares of common stock and 21,998,323 shares of common stock underlying warrant exercises for certain selling stockholders. Subsequent to December 31, 2022, the Company received its first subscription under the offering for $250,000. During the year ended December 31, 2022, the Company’s subsidiary launched its upgraded SaaS Shelfy.io Mobile App Builder. The Shelfy mobile app, which launched on August 1, 2022, is open to all merchants on the Shopify marketplace and can be accessed at https://apps.shopify.com/shelfy. The Shelfy mobile app also launched on WooCommerce on September 1, 2022 and is available to all WooCommerce developers, online stores, brands, and retailers at https://he.wordpress.org/plugins/shelfy-mobile-commerce-platform/. On June 26, 2023, the Company was advised by Stratford that 12 of its employees filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford. The motion was filed as a result of unpaid salaries and social benefits to those employees outstanding as of April 30, 2023, in the approximate US Dollar amount of $254,725 (NIS 945,604), not including additional amounts owing for pension and an educational savings plan. The motion further indicated the salary and benefits payable at the date of the filing had increased to a total approximate amount of $323,250 (NIS 1.2 million). In addition, the employees filed an ex-parte motion to appoint a temporary trustee in order to prevent concealment of assets. In response to the Temporary Trustee Motion, the Court declined to make a ruling on the ex-parte motion and ordered Stratford to file its response with the Court no later than July 2, 2023. If no objection is filed by Stratford, a temporary trustee will be immediately appointed from a list of three nominees offered by the local Ministry of Justice. Stratford did not file an objection to the Temporary Trustee Motion and on July 20, 2023 a Trustee was appointed by the Court and all remaining employees of Stratford were effectively terminated, including the Company’s CFO Efrat Reinhardt, whose employment contract was originally entered into with Stratford directly with services to be provided to each of Stratford and the Company. On termination of the employees the Company declined to enter into a new contract with Ms. Reinhardt directly. Concurrent with the appointment of the Trustee on July 20, 2023 (the “Effective Date”), the Company ceased to have effective control over Stratford as a result of the expectation of imminent liquidation proceedings, and therefore on the Effective Date, the Company will deconsolidate its subsidiary, Stratford. The Company has provided proforma information with respect to the deconsolidation in Note 10, Subsequent Events. On June 27, 2023, each of Mr. Jonah Meer and Mr. James A. Brodie resigned as directors of Stratford. The Company is currently in the process of reviewing several suitable acquisition targets with revenue generating operations with the intent to complete an acquisition in the fourth quarter of fiscal 2023. The Company has no agreements, commitments or understanding either in writing or verbally with respect thereto. There is no assurance that the Company will successfully identify a suitable acquisition target. Even if a suitable acquisition target is identified, there is no assurance that any definitive agreement will be agreed upon and entered into, or that any transaction will be consummated on the terms or timeframe currently contemplated, or at all. The Company anticipates that it will conclude a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-75 (the “Reverse Split”) and anticipates that it will file a Certificate of Amendment to the Company’s Certificate of Incorporation in order to effect the Reverse Split prior to such Reverse Split. The Reverse Split is expected to become effective after the market closes on September 27, 2023, Eastern Time. Assuming the Reverse Split becomes effective after the market closes on September 27, 2023, beginning with the opening of trading on September 28, 2023, the Company’s common stock will continue to trade on the OTC under the symbol “WOWI,” but will trade on a split-adjusted basis. The Certificate of Amendment will also reduce the number of authorized shares of common stock under the Company’s Certificate of Incorporation from 600 million shares authorized to 35 million shares authorized (the “Share Reduction”). The Company’s stockholders approved the reverse stock split and the Share Reduction on February 28, 2023. In connection with approving the reverse stock split, the Company’s stockholders granted authority to the Company’s Board of Directors (the “Board”) to determine, in its sole discretion, the exact ratio of the reverse stock split within the range of 1-for-25 to 1-for-100. The Board approved the reverse stock split on February 23, 2023, and the exact ratio of 1-for-75 on August 4, 2023. The Reverse Split has not been consummated. If the Reverse Split is consummated, every 75 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders and with no change in the par value of $0.0001 per share. The Reverse Split will proportionately reduce the number of shares of common stock available for issuance under the Company’s stock incentive plan and proportionately reduce the number of shares of common stock issuable upon the exercise or conversion of stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Split. If consummated the Reverse Split will reduce the number of shares of the Company’s issued and outstanding common stock from approximately 273.7 million pre-Reverse Split shares to approximately 3.6 million post-Reverse Split shares. No fractional shares will be issued as a result of the Reverse Split. Fractional shares that would have resulted from the Reverse Split will be rounded up to the next whole number. In addition, stockholders who would own less than 100 shares as a result of the Reverse Split will have their total ownership amount rounded up to exactly 100 shares.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2023
GOING CONCERN
GOING CONCERN	NOTE 2 – GOING CONCERN The accompanying condensed, consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has generated modest revenues to date from the operations of its wholly owned subsidiary. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s plans for the continuation of the Company as a going concern include financing the Company’s operations through issuance of its common stock, increasing its current revenue generating operations or expanding the Company’s business operations to acquire projects which generate additional revenue. If the Company is unable to complete its financing requirements or achieve net profits as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues, if any. The Company is currently seeking further equity financing of up to $10 million US Dollars to meet ongoing capital requirements and has filed a registration statement on Form S-1 for this purpose on February 9, 2022. The registration statement went effective on December 1, 2022. Further the Company entered into certain 15 month Term Promissory Notes and raised a total of $1,939,000 during the year ended December 31, 2022. During the three months ended March 31, 2023, the Company received its first subscription under its offering for $250,000 and obtained a short-term loan for operations of its subsidiary of ILS 250,000 (approximately US $69,000) from a local bank in Israel, such loan secured by a guarantee from our CEO. During the three months ended June 30, 2023, the Company received an additional $100,000 in unsecured, non-interest bearing advances from a third party. There are no assurances the Company will succeed in implementing its plans. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. COVID-19 Pandemic and other factors While it appears the COVID-19 pandemic has subsided and the global economy is focused on recovery, the impact of COVID-19 could continue to have an impact on the Company going forward. COVID-19 caused significant disruptions to the global financial markets, which may continue to impact the Company’s ability to raise additional capital and to pursue certain acquisitions. Although the COVID-19 pandemic has driven an increase in mobile commerce penetration, it is uncertain whether or the extent to which this trend will continue after the impact of the COVID-19 pandemic subsides Additional factors which may impact the Company’s ongoing operations include inflation, the addition and retention of suitable employees as a result of the ongoing recovery from the COVID-19 pandemic, the recent war in the Ukraine, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s consolidated financial operations. There are no assurances that the Company will be able to meet its ongoing obligations or raise additional funds. The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF ACCOUNTING POLICIES Fiscal Year end The Company has selected December 31 as its fiscal year end. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2022 Form 10-K as filed with the SEC on April 18, 2023 and Form 10-K/A as filed on May 2, 2023. Basis of Consolidation These consolidated financial statements include the accounts of the Company and its 100% controlled Israeli subsidiary, Stratford Ltd (“Stratford”) as of June 30, 2023 and 2022. All significant intercompany accounting transactions have been eliminated as a result of consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Foreign Currency Translation The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Israeli Shekel. Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses are included in “General and Administrative” expenses on the Company’s consolidated statements of operations. Translation of amounts from Israeli Shekel (ILS) into U.S. Dollar has been made at the following exchange rates for the six months ended June 30, 2023 and 2022 June 30, 2023 June 30, 2022 Period-end ILS: U.S. dollar exchange rate $ 0.2696 $ 0.2856 Period average ILS: U.S. dollar exchange rate $ 0.2785 $ 0.3060 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Israel and is excluded from the accompanying consolidated statements of operations. Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer and telephone equipment 3 years Intangible Assets The Company recognizes assets for customer relationships, developed technology, post-technological feasibility software development costs, patents and finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, generally from 3 to 8 years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and trade names is recognized in sales and marketing expenses. In the year ended December 31, 2021, the Company recorded assets acquired in the cumulative amount of approximately $3.4 million (cash proceeds, share based consideration and the assumption of certain repayable grants issued by the government of Israel which financed certain development activities related to the intellectual property) purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. Intangible assets acquired included intellectual property and trademarks, including rights in patents in so far as they exist and rights of claim (if and in so far as they exist and are transferrable) for infringement of the aforementioned intellectual property and the future estimated value of certain customer relationships. We initially record acquired intangible assets at their estimated fair values and we review these assets periodically for impairment. The Company is amortizing these assets over a five-year straight-line basis, or their estimated useful life. Software Research and Development Expenditures Software development expenditures consist primarily of costs associated with the on-going modifications to certain software acquired from Royal App including employee compensation and certain stock-based compensation associated with certain employee contracts, as well as other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post-technological feasibility expenditures are capitalized as incurred. In the period ended December 31, 2021, the company recorded assets acquired in the cumulative amount of approximately $3.4 million purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. During the year ended December 31, 2021, we capitalized approximately $990,000 in ongoing development expenditures incurred post-technological feasibility, and $28,483 in patent related expenditures. During the year ended December 31, 2022, we capitalized an additional $1 million in ongoing development expenditures as we continued to complete the programming required for the transfer of iOS and Android operating systems to Flutter, and integrate our SaaS product with the major online retailing platforms Shopify and WooCommerce. The Company is amortizing these assets over a five-year straight-line basis. Impairment We account for intangible assets using the accounting guidance in ASC 350. The Company tests for impairment annually, or more frequently if events or circumstances indicate the asset might be impaired, by comparing the fair value of the assets to their carrying amount. Alternatively, the Company’s management may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative assessment. The Company presently has one reporting unit; and all intangible assets are included in this single reporting unit, therefore, all of its intangible assets are associated with the entire company. As a result, the Company presently has the option to bypass the qualitative assessment and perform the quantitative assessment. The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. Impairment testing is performed at the asset group level. There was no impairment of assets at December 31, 2022 or 2021. Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows: ● Level 1: Observable inputs such as quoted prices in active markets; ● Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments include cash, accounts payable, related party loans and short term promissory notes. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items. Revenue Recognition The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). We derive our revenues primarily from subscription fees for access to our software offerings, collected monthly, as well as from limited sales of customized professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities. We determine revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenues when, or as, the Company satisfies a performance obligation. Subscription Revenues Subscription revenues primarily consist of monthly fees for providing customers access to our software offerings including feature-based pricing models, where distinct packages are aligned to a specific type of customer persona based on its size, market segment and physical/online store presence. Each package is very different than the next with prices increasing as the functionality increases. Monthly subscriptions to our software packages include routine customer support and unspecified software updates and upgrades released when and if available during the term. Revenues are generally recognized monthly over the contract term beginning on the date that our service is made available to the customer, which we believe best reflects the manner in which our customers utilize our subscription offerings. Customers pay monthly for the services in advance, and if payments are not collected, the access to the service terminates. Arrangements with customers do not provide the customer with the right to take possession of the software supporting application service at any time and, as a result, are accounted for as a service contract. Customized Service Revenues Customized service contract revenues primarily consist of fees for deployment, configuration, and optimization services, and potentially, training. The majority of our professional services contracts are billed on a fixed price basis, and revenues are recognized over time based on a proportional performance methodology which utilizes input methods. A portion of our customized service contracts may be billed on a time and materials basis and revenues are recognized over time as the services are performed. Stock-Based Compensation We account for stock options granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model. Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur. For the three and six months ended June 30, 2023 and 2022, stock-based compensation and other equity instrument related expenses and expenditures recognized in the consolidated statements of operations is as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Capitalized as software research and development expenditure $ - $ 107,654 $ - $ 265,256 Research and development expense (59,260 ) - 4,009 - Cost of revenue (3,460 ) - (870 ) - Sales and marketing (24,390 ) 11,909 3,967 General and administrative expenses (36,210 ) 171,830 246,059 384,987 Total stock-based compensation expense $ (98,930 ) $ 255,094 $ 261,107 $ 654,210 Leases The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may Income Taxes Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. Basic and Diluted Net Income (Loss) Per Share In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants and classes of shares with conversion features. The computation of basic loss per share for the six months ended June 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. Recent Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements. The pronouncements that have already been adopted, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof. Since the fiscal year end December 31, 2022, there have been no recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS The following table provides additional information regarding the Company’s intangible assets: June 30, 2023 December 31, 2022 Purchased assets – Royal App $ 3,403,228 $ 3,403,228 Capitalized patent application costs 28,483 28,483 Capitalized software development expenditures 2,338,274 2,338,274 Total intangible assets 5,769,985 5,769,985 Less: accumulated amortization (1,020,657 ) (443,658 ) $ 4,749,328 $ 5,326,327 During the quarter ended September 30, 2022 the Company completed the upgraded SaaS software application which has been launched commercially for download on each of Shopify and WooCommerce. The majority of the Company’s intangible assets relate to one asset group, our Shelfy.io Mobile App Builder SaaS software app and related trademarks and patents. Assets are amortized over a five-year straight-line basis from commercial launch. Details of amortization of our intangible assets by group for the period August 1, 2022 (commercial launch) through June 30, 2023, are below: August 1, 2022 Shelfy.io Mobile app builder SaaS software app $ 5,534,985 Less: accumulated amortization (425,589 ) Balance, December 31, 2022 5,109,396 Less: accumulated amortization (553,498 ) Balance, June 30, 2023 $ 4,555,898 August 1, 2022 Customer relationships $ 235,000 Less: accumulated amortization (18,069 ) Balance December 31, 2022 216,931 Less: accumulated amortization (23,500 ) Balance, June 30, 2023 $ 193,431 As of June 30, 2023, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: Years Ended December 31, Amortization Expense 2023 $ 508,871 2024 1,085,870 2025 1,085,870 2026 1,085,870 2027 982,847 Total $ 4,749,328 Amortization for developed technology is recognized in general and administrative expense.

DEBT

DEBT	6 Months Ended
	Jun. 30, 2023
DEBT
DEBT	NOTE 5 – DEBT The following table provides additional information regarding the debt: June 30, 2023 December 31, 2022 Notes payable $ 1,959,221 $ 1,959,221 Bank loan payable 67,400 - Advances, unsecured, 0% interest 100,000 - $ 2,126,621 $ 1,959,221 Notes payable During the three months ended March 31, 2022, the Company received a total of $400,000 in proceeds from short term promissory notes with each short-term promissory note having a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash commencing on May 1, 2022. Further each noteholder received a ½ warrant for each $1 in short term promissory note proceeds, exercisable at $0.12 per share for a term of one year from issue date. In June 2022 the Company accepted a further $70,000 in proceeds in the form of a short term promissory notes from a company controlled by our President, having a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash. The noteholder received a ½ warrant for each $1 in short term promissory note proceeds, exercisable at $0.12 per share for a term of one year from issue date. The Company issued a total of 1,958,333 share purchase warrants in respect to the aforementioned short term promissory notes. The Company valued these warrants using the Black Scholes model utilizing volatility ranging from 303.60% to 419.67%, and a risk-free rate of from 1.35% to 2.88%. The fair value of the warrants was $165,602, which amount was recorded as financing costs. In June 2022, the Company received an additional $100,000 in the form of a short-term promissory note from a company controlled by our President, with a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash. Between June and December 31, 2022, the Company received a further $1,369,000 in cash proceeds from certain Note and Securities Purchase Agreements (the “SPA Notes”) and rolled over $570,000 of previously incurred debt under certain short term promissory notes entered into prior to June 30, 2022, including accrued interest (the “New Notes”), with each of the SPA Notes and New Notes having a term of 15 months from issue date, bearing interest at a rate of 10% per annum, with accrued interest payable monthly in arrears in cash commencing on October 1, 2022. Further the Company issued a total of 13,714,547 shares of common stock as loan bonuses to the noteholders in conjunction with the SPA Notes and New Notes. The fair value of the loan bonus shares was $990,542, which amount was recorded as financing costs. Concurrent with the issuance of the New Notes a total of 291,667 warrants previously issued to a company controlled by our CEO in June 2022 were cancelled. In addition, in conjunction with the New Notes and SPA Notes, a company controlled by our CEO received cash commissions of approximately $48,800 and invoiced an additional $27,349 in commission fees, which remains unpaid. Bank loan payable On March 15, 2023, Stratford Ltd. received a short-term (3 month) loan of approximately $69,156 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations. The loan is secured by a personal guarantee from our CEO and President. On June 14, 2023 the Company retired a short term loan initially obtained on March 15, 2023 of approximately $69,156 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations of subsidiary Stratford, Ltd., with proceeds from a new short term loan of the same face value. The new loan has a duration of 103 days expiring September 25, 2023 and accrues interest at a rate of 10.63% per annum. The loan continues to be secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President. Advances During the period ended June 30, 2023, the Company received funds from a minority shareholder in the amount of $100,000 as an unsecured, non-interest bearing advance for operational expenses. The following table provides additional information regarding the financing costs associated with the aforementioned notes and advances: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Interest expense on Notes $ 50,973 $ 13,625 $ 100,188 $ 15,689 Warrants - 24,835 - 165,602 Total $ $ 38,460 $ $ 181,291 The following table provides additional information regarding accrued interest payable with respect to the aforementioned notes and loan, included in accounts payable: June 30, 2023 December 31, 2022 Interest payable under notes $ 98,750 $ 39,160 Commission payable to company controlled by related party 27,349 27,349 Total $ 77,046 $ 66,509

CAPITAL STOCK AND ADDITIONAL PA

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL	6 Months Ended
	Jun. 30, 2023
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL	NOTE 6 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL The Company has authorized 600,000,000 shares of common stock, with a par value of $0.0001 per share. There were no shares issued during the three months ended June 30, 2023. During the three months ended March 31, 2023, the Company received proceeds of $250,000 from an investor in the form of a subscription under our current offering at $0.12 per unit for a total of 2,083,333 common shares and 520,822 common stock purchase warrants for exercise at $0.15 per share with an exercise term of one (1) year from issue date. During the year ended December 31, 2022, the Company issued a total of 13,714,547 shares of common stock as loan bonus’ to Noteholders in conjunction with the terms of certain loan agreements. (Ref: Note 5 – Debt). On June 30, 2023, and December 31, 2022, the Company had 273,718,580 and 271,635,247 shares of common stock issued and outstanding, respectively. Stock Purchase Warrants During the year ended December 31, 2022, the Company issued a total of 1,958,333 stock purchase warrants with respect to certain short term promissory notes payable for a period of one (1) year from grant date with an exercise price of $0.12 per share. The fair value of the warrants was $165,602, which amount was recorded as financing costs. Concurrent with the issuance of the New Notes, a total of 291,667 warrants issued to a company controlled by our CEO in June 2022 were cancelled. Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price ($) Balance, December 31, 2021 20,331,658 0.07 Warrants issued 1,958,333 0.12 Warrants cancelled (291,667 ) 0.12 Warrants expired - - Balance, December 31, 2022 21,998,324 $ 0.074 Warrants issued 520,822 0.15 Warrants cancelled - - Warrants expired (1,666,666 ) 0.12 Balance, June 30, 2023 20,852,480 $ 0.072 The following warrants were outstanding as at June 30, 2023: Number of Warrants Exercise Price ($) Expiry Date 1,333,333 0.0975 September 09, 2023 500,000 0.0975 September 27, 2023 7,791,658 0.02567 October 1, 2023 333,333 0.0975 October 18, 2023 5,666,667 0.0975 October 19, 2023 1,000,000 0.0975 October 21, 2023 240,000 0.0975 October 24, 2023 666,667 0.0975 October 26, 2023 666,667 0.0975 October 28, 2023 600,000 0.0975 October 29, 2023 800,000 0.0975 November 01, 2023 533,333 0.0975 November 02, 2023 200,000 0.0975 November 19, 2023 520,822 0.15 January 24, 2024 20,852,480 Stock Options The Company granted the following stock options under its 2021 Employee Stock Incentive Plan: - On October 1, 2021, 9,000,000 fully vested incentive stock options were granted to directors, officers and consultants of the Company for exercise at $0.0257 for a term of 4 years from grant - On October 26, 2021, 7,077,422 qualified employee stock options were granted to certain officers, directors and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $0.123 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Vesting Commencement Date (the “Cliff Date”), with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of October 26, 2021. - On November 11, 2021, 11,465,424 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $0.02567 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Cliff Date with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of May 2, 2021. - On June 13, 2022, 1,500,414 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $0.103 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement dates between November 2021 and June 2022. - On August 1, 2022, 1,833,334 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd for exercise at $0.0781 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date in August 2022. - During the year ended December 31, 2022, a total of 8,670,584 employee stock options were canceled and a further 636,969 forfeit upon termination of service agreements. - On January 6, 2023, 6,883,097 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $0.0797 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The Options shall become fully vested by the fourth anniversary of the vesting commencement dates between September 2022 and December 2022. - On January 6, 2023, 3,000,000 fully vested incentive stock options were granted to directors and officers of the Company for exercise at $0.0797 for a term of 5 years from grant - During the three months ended March 31, 2023, 2,000,000 unvested options were forfeit upon termination of an employment agreement (March 31, 2022 – Nil). - During the three months ended June 30, 2023, the Company granted 2,000,000 qualified stock options to an employee and 14,830,580 unvested options were forfeit upon termination of certain employment agreements and the release of certain Stratford employees due to an insolvency proceeding commenced in June 2023 (June 30, 2022– 1,415,484). Additional information with respect to the stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2022 21,569,040 $ 0.03508 2.77 $ - Granted 11,883,097 0.0797 5 - Exercised - - - - Cancelled - - Forfeiture (16,830,580 ) 0.06284 - - Outstanding at June 30, 2023 16,621,557 $ 0.047 2.56 $ - Options exercisable at June 30, 2023 16,621,557 $ 0.03636 2.56 $ - Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2021 27,542,845 $ 0.05068 3.60 $ - Granted - - - - Exercised - - - - Cancelled - - - - Forfeiture - - - - Outstanding at June 30, 2022 27,542,845 $ 0.05068 3.10 $ - Options exercisable at June 30, 2022 9,000,000 $ 0.02567 3.25 $ - The following table summarizes information about stock options outstanding and exercisable at June 30, 2023: Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining in Contractual Life in Years Outstanding Options Weighted Average Exercise Price Number of Options Exercisable Exercisable Options Weighted Average Exercise Price $ 0.02567 9,000,000 2.26 $ 0.02567 9,000,000 $ 0.02567 $ 0.02567 4,458,776 1.84 $ 0.02567 4,458,776 $ 0.02567 $ 0.12300 141,548 2.33 $ 0.12300 141,548 $ 0.12300 $ 0.10300 21,233 3.96 $ 0.10300 21,233 $ 0.10300 $ 0.07977 3,000,000 4.52 $ 0.07977 3,000,000 $ 0.007977 $0.02567 ~ $0.12300 16,621,557 2.56 $ 0.02567 16,621,557 $ 0.02567 The following table summarizes information about stock options outstanding and exercisable at June 30, 2022: Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining in Contractual Life in Years Outstanding Options Weighted Average Exercise Price Number of Options Exercisable Exercisable Options Weighted Average Exercise Price $ 0.02567 9,000,000 3.25 $ 0.02567 9,000,000 $ 0.02567 $ 0.02567 11,465,423 2.84 $ 0.02567 - $ - $ 0.12300 5,661,938 3.32 $ 0.12300 - $ - $ 0.10300 1,500,414 4.92 $ 0.10300 - $ - $0.02567 ~ 0.12300 27,542,845 3.18 $ 0.05068 9,000,000 $ 0.02567 Unamortized compensation expense associated with unvested options is $0 and $183,380 as of June 30, 2023 and December 31, 2022, respectively. The weighted average period over which these costs are expected to be recognized is approximately 0 years.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2023
COMMITMENTS
COMMITMENTS	NOTE 7 – COMMITMENTS Leases In March 2022, we leased a car in Israel with a lease term of 36 months expiring in July 2024. We used a discount rate of 6.75% in determining our operating lease liabilities, which represented our incremental borrowing rate. Short-term leases with initial terms of twelve months or less are not capitalized. We determine if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain lease agreements contain extension options; however, we have not included such options as part of right-of-use assets and lease liabilities because we originally did not expect to extend the leases. We measure and record a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, we measure the right-of-use assets and lease liabilities using a discount rate equal to our estimated incremental borrowing rate for loans with similar collateral and duration. Operating lease expense is comprised of the following: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Operating lease cost $ 2,097 $ 3,446 $ 5,933 $ 7,050 Maturities of lease liabilities are as follows: Operating Leases 2023 $ 7,247 2024 6,211 Total lease payments 13,458 Less imputed interest (515 ) Total lease liabilities 12,943 Less current portion of lease liabilities - Long-term lease liabilities $ 12,943

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS Key management compensation Key management personnel are persons responsible for planning, directing, and controlling the activities of the entity, and include all directors and officers. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Management fees $ 80,728 $ 120,578 $ 181,696 $ 256,548 At June 30, 2023, accounts payable and accrued liabilities included $43,000 ($0 – December 31, 2022) of management fees with respect to key management of Metro One, and director compensation. Effective April 1, 2022, Ms. Bianca Meger, the Company’s CEO, transitioned to focus a larger portion of her efforts on the day-to-day operations of Metro One and as a result, resigned from her position as Co-CEO of Stratford Ltd. On July 19, 2022, the Company accepted the resignation of Ms. Bianca Meger as the Company’s Chief Executive Officer and Mr. Elchanan Maoz was appointed to serve as Interim Chief Executive Officer. On March 22, 2023, Eyal Pinto, resigned from his position as Chief Financial Officer and Mr. James Brodie, Treasurer and Director, was appointed to serve as interim Chief Financial Officer. On May 11, 2023, the Company’s subsidiary, Stratford, entered into an employment agreement with Efrat Reinhardt to serve as the Chief Financial Officer of both the Company and Stratford. Concurrently Mr. James Brodie resigned from his position as interim Chief Financial Officer. Pursuant to the Employment agreement Ms. Reinhardt will receive an annual base salary of 480,000 New Israeli Shekels (“NIS”), which as of the date of this filing equates to approximately US$131,380. In accordance with terms of the employment agreement, Ms. Reinhardt was granted 2,000,000 stock options for exercise for a term of 5 years at $0.08472 per share, vesting as to 25% on the first anniversary of the Cliff Date, or May 11, 2024, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. Ms. Reinhardt is entitled to a monthly car allowance. As a result of an insolvency proceeding commenced by certain unpaid employees of Stratford in June 2023, Ms. Reinhardt’s employment was discontinued after June 30, 2023, when a Trustee for Stratford was appointed by the Court (Refer to Note 1). Concurrently, Ms. Reinhardt ceased to serve as the Company’s Chief Financial Officer. Employment of Mr. Ami Bukris, CEO of Stratford, was also discontinued concurrent with the appointment of a Trustee for Stratford. Transactions with the Company’s CEO and President, and Companies controlled by him During the year ended December 31, 2022, companies controlled by our interim CEO provided loans in the amount of $170,000 for ongoing operations in conjunction with certain note payable agreements bearing interest at 10% per annum for a term of 15 months. The Company accrued interest of $4,340 and $0 in each of the three and six months ended June 30, 2023 and 2022. At June 30, 2023 a total of $13,144 in accrued interest remained due and payable. A company controlled by the Company’s CEO invoiced commission fees of $76,149 during the year ended December 31, 2022, of which $27,349 remains unpaid at June 30, 2023 and is included in accounts payable and accrued liabilities. (ref: Note 5) On March 15, 2023, Stratford Ltd. received a short-term (3 month) loan of approximately $69,156 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations. The loan is secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President. During the six months ended June 30, 2023, the Company’s CEO, Elchanan Maoz and corporations controlled by him advanced approximately $41,700 for operational expenses as they came due, and was reimbursed $21,000.

OTHER EVENTS

OTHER EVENTS	6 Months Ended
	Jun. 30, 2023
OTHER EVENTS
OTHER EVENTS	NOTE 9 – OTHER EVENTS On June 26, 2023, the Company was advised by Stratford that 12 of its employees filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford (Refer to Notes 1 and 10). On June 27, 2023, each of Mr. Jonah Meer and Mr. James A. Brodie resigned as directors of Stratford.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS Deconsolidation of Subsidiary Stratford Ltd. Further to the Temporary Trustee Motion described above in Notes 1 and 9 to these financial statements, on July 20, 2023, a Trustee was appointed by the Court and all remaining employees of Stratford were effectively terminated . June 30, 2023 De- recognized Inter- company Reclassify Proforma June 30, 2023 Assets Current assets: Cash and cash equivalents $ 4,395 $ (4,756 ) $ - $ 361 $ - Accounts receivable 21,739 (21,739 ) - - - Prepaid expenses 47,872 (7,162 ) - - 40,710 Royalty receivable 168,490 (168,490 ) - - - Other current assets 16,231 (16,231 ) - - - Total current assets 258,727 (218,378 ) - 361 40,710 Property and equipment. net 15,055 (15,055 ) - - - Intangible assets, net 4,749,328 (4,749,328 ) - - - Operating lease right-of-use assets 10,721 (10,721 ) - - - Other assets 25,415 (25,415 ) - - - Total assets $ 5,059,246 $ (5,018,897 ) $ - $ 361 $ 40,710 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities $ 1,128,690 $ (663,644 ) $ - $ - $ 465,046 Bank overdraft 361 361 Intercompany payable (8,891,359 ) 8,891,359 - - Debt 2,126,621 (67,400 ) 67,400 - 2,126,621 Operating lease liabilities 12,943 (12,943 ) - - - Total current liabilities 3,268,254 (9,635,346 ) 8,958,759 361 2,592,028 Other liability 161,521 (161,521 ) - - - Total liabilities 3,429,775 (9,796,867 ) 8,958,759 361 2,592,028 Stockholders’ equity Common stock 27,372 - - - 27,372 Additional paid in capital 143,296,989 - - - 143,296,989 Accumulated deficit (141,701,566 ) 4,784,646 (8,958,759 ) - (145,875,679 ) Other comprehensive income 6,676 (6,676 ) - - - Stockholders’ equity 1,629,471 4,777,970 (8,958,759 ) - (2,551,318 ) Total Liabilities and Stockholders’ Equity $ 5,059,246 $ (5,018,897 ) - $ 361 $ 40,710 Appointment of Interim CFO On July 31, 2023, Mr. James Brodie, the Company’s current Treasurer and a member of the Company’s Board, was appointed as interim Chief Financial Officer of the Company. It is anticipated that Mr. Brodie will serve as interim Chief Financial Officer until a permanent Chief Financial Officer is appointed. Mr. Brodie will continue to serve as Treasurer and as a member of the Company’s Board. Debt retirement On September 21, 2023, the Company retired a short-term loan initially obtained on March 15, 2023 of approximately $69,425 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations of subsidiary Stratford, Ltd. The loan was secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President, and was retired with proceeds obtained in an unsecured advance from a company controlled by Mr. Maoz. Advances from related parties Subsequent to June 30, 2023, the Company received $116,106 in unsecured, non-interest bearing advances from a company controlled by our CEO, Elchanan Maoz, for ongoing operational overhead. From these proceeds Mr. Moaz was repaid approximately $28,000 in out-of-pocket expenses. The Company has evaluated events for the period from June 30, 2023, through the date of the issuance of these financial statements, September 22, 2023, and determined that there are no additional events requiring disclosure.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
Fiscal Year end	The Company has selected December 31 as its fiscal year end.
Basis of Preparation	The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2022 Form 10-K as filed with the SEC on April 18, 2023 and Form 10-K/A as filed on May 2, 2023.
Basis of Consolidation	These consolidated financial statements include the accounts of the Company and its 100% controlled Israeli subsidiary, Stratford Ltd (“Stratford”) as of June 30, 2023 and 2022. All significant intercompany accounting transactions have been eliminated as a result of consolidation.
Cash and cash equivalents	The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Foreign Currency Translation	The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Israeli Shekel. Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses are included in “General and Administrative” expenses on the Company’s consolidated statements of operations. Translation of amounts from Israeli Shekel (ILS) into U.S. Dollar has been made at the following exchange rates for the six months ended June 30, 2023 and 2022 June 30, 2023 June 30, 2022 Period-end ILS: U.S. dollar exchange rate $ 0.2696 $ 0.2856 Period average ILS: U.S. dollar exchange rate $ 0.2785 $ 0.3060
Accumulated Other Comprehensive Income (Loss)	Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Israel and is excluded from the accompanying consolidated statements of operations.
Property and Equipment	Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer and telephone equipment 3 years
Intangible Assets	The Company recognizes assets for customer relationships, developed technology, post-technological feasibility software development costs, patents and finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, generally from 3 to 8 years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and trade names is recognized in sales and marketing expenses. In the year ended December 31, 2021, the Company recorded assets acquired in the cumulative amount of approximately $3.4 million (cash proceeds, share based consideration and the assumption of certain repayable grants issued by the government of Israel which financed certain development activities related to the intellectual property) purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. Intangible assets acquired included intellectual property and trademarks, including rights in patents in so far as they exist and rights of claim (if and in so far as they exist and are transferrable) for infringement of the aforementioned intellectual property and the future estimated value of certain customer relationships. We initially record acquired intangible assets at their estimated fair values and we review these assets periodically for impairment. The Company is amortizing these assets over a five-year straight-line basis, or their estimated useful life.
Software Research and Development Expenditures	Software development expenditures consist primarily of costs associated with the on-going modifications to certain software acquired from Royal App including employee compensation and certain stock-based compensation associated with certain employee contracts, as well as other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post-technological feasibility expenditures are capitalized as incurred. In the period ended December 31, 2021, the company recorded assets acquired in the cumulative amount of approximately $3.4 million purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. During the year ended December 31, 2021, we capitalized approximately $990,000 in ongoing development expenditures incurred post-technological feasibility, and $28,483 in patent related expenditures. During the year ended December 31, 2022, we capitalized an additional $1 million in ongoing development expenditures as we continued to complete the programming required for the transfer of iOS and Android operating systems to Flutter, and integrate our SaaS product with the major online retailing platforms Shopify and WooCommerce. The Company is amortizing these assets over a five-year straight-line basis.
Impairment	We account for intangible assets using the accounting guidance in ASC 350. The Company tests for impairment annually, or more frequently if events or circumstances indicate the asset might be impaired, by comparing the fair value of the assets to their carrying amount. Alternatively, the Company’s management may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative assessment. The Company presently has one reporting unit; and all intangible assets are included in this single reporting unit, therefore, all of its intangible assets are associated with the entire company. As a result, the Company presently has the option to bypass the qualitative assessment and perform the quantitative assessment. The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. Impairment testing is performed at the asset group level. There was no impairment of assets at December 31, 2022 or 2021.
Fair Value of Financial Instruments	Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows: ● Level 1: Observable inputs such as quoted prices in active markets; ● Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments include cash, accounts payable, related party loans and short term promissory notes. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items.
Revenue Recognition	The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). We derive our revenues primarily from subscription fees for access to our software offerings, collected monthly, as well as from limited sales of customized professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities. We determine revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenues when, or as, the Company satisfies a performance obligation.
Subscription Revenues	Subscription revenues primarily consist of monthly fees for providing customers access to our software offerings including feature-based pricing models, where distinct packages are aligned to a specific type of customer persona based on its size, market segment and physical/online store presence. Each package is very different than the next with prices increasing as the functionality increases. Monthly subscriptions to our software packages include routine customer support and unspecified software updates and upgrades released when and if available during the term. Revenues are generally recognized monthly over the contract term beginning on the date that our service is made available to the customer, which we believe best reflects the manner in which our customers utilize our subscription offerings. Customers pay monthly for the services in advance, and if payments are not collected, the access to the service terminates. Arrangements with customers do not provide the customer with the right to take possession of the software supporting application service at any time and, as a result, are accounted for as a service contract.
Customized Service Revenues	Customized service contract revenues primarily consist of fees for deployment, configuration, and optimization services, and potentially, training. The majority of our professional services contracts are billed on a fixed price basis, and revenues are recognized over time based on a proportional performance methodology which utilizes input methods. A portion of our customized service contracts may be billed on a time and materials basis and revenues are recognized over time as the services are performed.
Stock-Based Compensation	We account for stock options granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model. Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur. For the three and six months ended June 30, 2023 and 2022, stock-based compensation and other equity instrument related expenses and expenditures recognized in the consolidated statements of operations is as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Capitalized as software research and development expenditure $ - $ 107,654 $ - $ 265,256 Research and development expense (59,260 ) - 4,009 - Cost of revenue (3,460 ) - (870 ) - Sales and marketing (24,390 ) 11,909 3,967 General and administrative expenses (36,210 ) 171,830 246,059 384,987 Total stock-based compensation expense $ (98,930 ) $ 255,094 $ 261,107 $ 654,210
Leases	The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may
Income Taxes	Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.
Basic and Diluted Net Income (Loss) Per Share	In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants and classes of shares with conversion features. The computation of basic loss per share for the six months ended June 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share.
Recent Accounting Pronouncements	The Company has reviewed all recently issued accounting pronouncements. The pronouncements that have already been adopted, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof. Since the fiscal year end December 31, 2022, there have been no recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

SUMMARY OF ACCOUNTING POLICIE_2

SUMMARY OF ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
Schedule of foreign currency translation	June 30, 2023 June 30, 2022 Period-end ILS: U.S. dollar exchange rate $ 0.2696 $ 0.2856 Period average ILS: U.S. dollar exchange rate $ 0.2785 $ 0.3060
Schedule of stock-based compensation expense	Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Capitalized as software research and development expenditure $ - $ 107,654 $ - $ 265,256 Research and development expense (59,260 ) - 4,009 - Cost of revenue (3,460 ) - (870 ) - Sales and marketing (24,390 ) 11,909 3,967 General and administrative expenses (36,210 ) 171,830 246,059 384,987 Total stock-based compensation expense $ (98,930 ) $ 255,094 $ 261,107 $ 654,210

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS
Schedule of intangible assets	June 30, 2023 December 31, 2022 Purchased assets – Royal App $ 3,403,228 $ 3,403,228 Capitalized patent application costs 28,483 28,483 Capitalized software development expenditures 2,338,274 2,338,274 Total intangible assets 5,769,985 5,769,985 Less: accumulated amortization (1,020,657 ) (443,658 ) $ 4,749,328 $ 5,326,327
Schedule of amortization of intangible assets	August 1, 2022 Shelfy.io Mobile app builder SaaS software app $ 5,534,985 Less: accumulated amortization (425,589 ) Balance, December 31, 2022 5,109,396 Less: accumulated amortization (553,498 ) Balance, June 30, 2023 $ 4,555,898 August 1, 2022 Customer relationships $ 235,000 Less: accumulated amortization (18,069 ) Balance December 31, 2022 216,931 Less: accumulated amortization (23,500 ) Balance, June 30, 2023 $ 193,431
Schedule of intangible assets future amortization expense	Years Ended December 31, Amortization Expense 2023 $ 508,871 2024 1,085,870 2025 1,085,870 2026 1,085,870 2027 982,847 Total $ 4,749,328

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2023
DEBT
Summary of Additional information of debt	June 30, 2023 December 31, 2022 Notes payable $ 1,959,221 $ 1,959,221 Bank loan payable 67,400 - Advances, unsecured, 0% interest 100,000 - $ 2,126,621 $ 1,959,221
Schedule of financing cost	Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Interest expense on Notes $ 50,973 $ 13,625 $ 100,188 $ 15,689 Warrants - 24,835 - 165,602 Total $ $ 38,460 $ $ 181,291
Schedule of accrued interest payable	June 30, 2023 December 31, 2022 Interest payable under notes $ 98,750 $ 39,160 Commission payable to company controlled by related party 27,349 27,349 Total $ 77,046 $ 66,509

CAPITAL STOCK AND ADDITIONAL _2

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Tables)	6 Months Ended
	Jun. 30, 2023
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
Schedule of stock purchase warrants	Number of Warrants Weighted Average Exercise Price ($) Balance, December 31, 2021 20,331,658 0.07 Warrants issued 1,958,333 0.12 Warrants cancelled (291,667 ) 0.12 Warrants expired - - Balance, December 31, 2022 21,998,324 $ 0.074 Warrants issued 520,822 0.15 Warrants cancelled - - Warrants expired (1,666,666 ) 0.12 Balance, June 30, 2023 20,852,480 $ 0.072
Schedule of outstanding warrants	Number of Warrants Exercise Price ($) Expiry Date 1,333,333 0.0975 September 09, 2023 500,000 0.0975 September 27, 2023 7,791,658 0.02567 October 1, 2023 333,333 0.0975 October 18, 2023 5,666,667 0.0975 October 19, 2023 1,000,000 0.0975 October 21, 2023 240,000 0.0975 October 24, 2023 666,667 0.0975 October 26, 2023 666,667 0.0975 October 28, 2023 600,000 0.0975 October 29, 2023 800,000 0.0975 November 01, 2023 533,333 0.0975 November 02, 2023 200,000 0.0975 November 19, 2023 520,822 0.15 January 24, 2024 20,852,480
Schedule of stock option activity	Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2022 21,569,040 $ 0.03508 2.77 $ - Granted 11,883,097 0.0797 5 - Exercised - - - - Cancelled - - Forfeiture (16,830,580 ) 0.06284 - - Outstanding at June 30, 2023 16,621,557 $ 0.047 2.56 $ - Options exercisable at June 30, 2023 16,621,557 $ 0.03636 2.56 $ - Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2021 27,542,845 $ 0.05068 3.60 $ - Granted - - - - Exercised - - - - Cancelled - - - - Forfeiture - - - - Outstanding at June 30, 2022 27,542,845 $ 0.05068 3.10 $ - Options exercisable at June 30, 2022 9,000,000 $ 0.02567 3.25 $ -
Schedule of stock options outstanding and exercisable	Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining in Contractual Life in Years Outstanding Options Weighted Average Exercise Price Number of Options Exercisable Exercisable Options Weighted Average Exercise Price $ 0.02567 9,000,000 2.26 $ 0.02567 9,000,000 $ 0.02567 $ 0.02567 4,458,776 1.84 $ 0.02567 4,458,776 $ 0.02567 $ 0.12300 141,548 2.33 $ 0.12300 141,548 $ 0.12300 $ 0.10300 21,233 3.96 $ 0.10300 21,233 $ 0.10300 $ 0.07977 3,000,000 4.52 $ 0.07977 3,000,000 $ 0.007977 $0.02567 ~ $0.12300 16,621,557 2.56 $ 0.02567 16,621,557 $ 0.02567 Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining in Contractual Life in Years Outstanding Options Weighted Average Exercise Price Number of Options Exercisable Exercisable Options Weighted Average Exercise Price $ 0.02567 9,000,000 3.25 $ 0.02567 9,000,000 $ 0.02567 $ 0.02567 11,465,423 2.84 $ 0.02567 - $ - $ 0.12300 5,661,938 3.32 $ 0.12300 - $ - $ 0.10300 1,500,414 4.92 $ 0.10300 - $ - $0.02567 ~ 0.12300 27,542,845 3.18 $ 0.05068 9,000,000 $ 0.02567

COMMITMENTS (Tables)

COMMITMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
COMMITMENTS
Schedule of operating lease expense	Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Operating lease cost $ 2,097 $ 3,446 $ 5,933 $ 7,050
Schedule of maturities of lease liabilities	Operating Leases 2023 $ 7,247 2024 6,211 Total lease payments 13,458 Less imputed interest (515 ) Total lease liabilities 12,943 Less current portion of lease liabilities - Long-term lease liabilities $ 12,943

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
Schedule of related party transactions	Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Management fees $ 80,728 $ 120,578 $ 181,696 $ 256,548

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS
Schedule of Balance sheet and proforma information	June 30, 2023 De- recognized Inter- company Reclassify Proforma June 30, 2023 Assets Current assets: Cash and cash equivalents $ 4,395 $ (4,756 ) $ - $ 361 $ - Accounts receivable 21,739 (21,739 ) - - - Prepaid expenses 47,872 (7,162 ) - - 40,710 Royalty receivable 168,490 (168,490 ) - - - Other current assets 16,231 (16,231 ) - - - Total current assets 258,727 (218,378 ) - 361 40,710 Property and equipment. net 15,055 (15,055 ) - - - Intangible assets, net 4,749,328 (4,749,328 ) - - - Operating lease right-of-use assets 10,721 (10,721 ) - - - Other assets 25,415 (25,415 ) - - - Total assets $ 5,059,246 $ (5,018,897 ) $ - $ 361 $ 40,710 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities $ 1,128,690 $ (663,644 ) $ - $ - $ 465,046 Bank overdraft 361 361 Intercompany payable (8,891,359 ) 8,891,359 - - Debt 2,126,621 (67,400 ) 67,400 - 2,126,621 Operating lease liabilities 12,943 (12,943 ) - - - Total current liabilities 3,268,254 (9,635,346 ) 8,958,759 361 2,592,028 Other liability 161,521 (161,521 ) - - - Total liabilities 3,429,775 (9,796,867 ) 8,958,759 361 2,592,028 Stockholders’ equity Common stock 27,372 - - - 27,372 Additional paid in capital 143,296,989 - - - 143,296,989 Accumulated deficit (141,701,566 ) 4,784,646 (8,958,759 ) - (145,875,679 ) Other comprehensive income 6,676 (6,676 ) - - - Stockholders’ equity 1,629,471 4,777,970 (8,958,759 ) - (2,551,318 ) Total Liabilities and Stockholders’ Equity $ 5,059,246 $ (5,018,897 ) - $ 361 $ 40,710

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2023	Jun. 30, 2021	Jun. 30, 2023	Dec. 31, 2022
Number of authorized shares of common stock			600,000,000	600,000,000
Share Reduction [Member] | Minimum [Member]
Number of authorized shares of common stock	35,000,000
Share Reduction [Member] | Maximum [Member]
Number of authorized shares of common stock	600,000,000
Stratford Ltd. [Member]
Reverse stock split description	the number of shares of the Company’s issued and outstanding common stock from approximately 273.7 million pre-Reverse Split shares to approximately 3.6 million post-Reverse Split shares
Assets acquired		$ 2,400,000
Grants repayable		$ 200,000
Equity on diluted basis		8%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
GOING CONCERN
Total amount raised		$ 1,939,000
Subscription received	$ 250,000
Secured loan	$ 69,000

SUMMARY OF ACCOUNTING POLICIE_3

SUMMARY OF ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
SUMMARY OF ACCOUNTING POLICIES
Period-end ILS: U.S. dollar exchange rate	0.2696	0.2856
Period average ILS: U.S. dollar exchange rate	0.2785	0.3060

SUMMARY OF ACCOUNTING POLICIE_4

SUMMARY OF ACCOUNTING POLICIES (Details 1)	6 Months Ended
	Jun. 30, 2023
Computer and Telephone Equipment [Member]
Estimated useful lives	3 years

SUMMARY OF ACCOUNTING POLICIE_5

SUMMARY OF ACCOUNTING POLICIES (Details 2) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative expenses	$ 371,939		$ 398,375		$ 1,251,018	$ 805,726
Total stock-based compensation expense	(98,930)	$ 360,037	147,440	$ 241,514	261,109	388,954
Stock Based Compensastion And Other Instrumnet Related Expenses [Member]
Capitalized as software research and development expenditure	0		107,654		0	265,256
Research and development expense	(59,260)		0		4,009	0
Cost of revenue	(3,460)		0		(870)	0
Sales and marketing			(24,390)		11,909	3,967
General and administrative expenses	(36,210)		171,830		246,059	384,987
Total stock-based compensation expense	$ (98,930)		$ 255,094		$ 261,107	$ 654,210

SUMMARY OF ACCOUNTING POLICIE_6

SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Development expenses			$ 1,000,000	$ 990,000
Patent related expenses				28,483
Dilutive securities outstanding	36,719,661	30,998,323
Assets acquired in cumulative				$ 3,400,000
Minimum [Member]
Intangible assets, estimated useful lives	3 years
Maximum [Member]
Intangible assets, estimated useful lives	8 years

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Intangible assets	$ 5,769,985	$ 5,769,985
Less: accumulated amortization	(1,020,657)	(443,658)
Intangible assets, net	4,749,328	5,326,327
Capitalized patent application costs [Member]
Intangible assets	28,483	28,483
Capitalized software development expenditures [Member]
Intangible assets	2,338,274	2,338,274
Purchased assets - Royal App [Member]
Intangible assets	$ 3,403,228	$ 3,403,228

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Intangible assets	$ 5,769,985	$ 5,769,985
Less: accumulated amortization	(1,020,657)	(443,658)
Balance, December 31, 2022	4,749,328	5,326,327
Shelfy.io Mobile App Builder SaaS Software App [Member]
Intangible assets	4,555,898	5,534,985
Less: accumulated amortization	(553,498)	(425,589)
Balance, December 31, 2022	4,555,898	5,109,396
Customer relationships [Member]
Intangible assets	193,431	235,000
Less: accumulated amortization	(23,500)	(18,069)
Balance, December 31, 2022	$ 193,431	$ 216,931

INTANGIBLE ASSETS (Details 2)

INTANGIBLE ASSETS (Details 2)	Jun. 30, 2023 USD ($)
INTANGIBLE ASSETS
2023	$ 508,871
2024	1,085,870
2025	1,085,870
2026	1,085,870
2027	982,847
Total amount	$ 4,749,328

DEBT (Details)

DEBT (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
DEBT
Notes payable	$ 1,959,221	$ 1,959,221
Bank loan payable	67,400	0
Advances, unsecured, 0% interest	100,000	0
Debt Current	$ 2,126,621	$ 1,959,221

DEBT (Details1)

DEBT (Details1) - Debt [Member] - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Interest expense on notes	$ 50,973	$ 13,625	$ 100,188	$ 15,689
Warrants issued, fair value	0	24,835	0	165,602
Total	$ 0	$ 38,460	0	$ 181,291
Accrued Interest Payable Member
Interest expense on notes			98,750		$ 39,160
Commission payable to company controlled by related party			27,349		27,349
Total			$ 77,046		$ 66,509

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 15, 2023	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Term year		4 months		15 months
Short Term Promissory Notes	$ 69,156	$ 400,000	$ 168,925		$ 570,000
Accrued interest rate	10.63%
Proceed advance from shareholders			$ 100,000
Interest rate		12%		10%
Common stock shares				13,714,547
Warrant issued					291,667
Commissions				$ 48,800	$ 27,349
Incurred debt				570,000
Short term loan	$ 69,156
Debt [Member]
Total				1,369,000
Purchase of warrant					1,958,333
Financing cost				$ 990,542
Term year					4 months
Short Term Promissory Notes		$ 1			$ 70,000
Interest rate					12%
Exercisable		$ 0.12			$ 0.12
fair value of the warrants					$ 165,602
Description					warrants using the Black Scholes model utilizing volatility ranging from 303.60% to 419.67%, and a risk-free rate of from 1.35% to 2.88%
Black Scholes model [Member]
Term year					4 months
Short Term Promissory Notes					$ 100,000
Interest rate					12%

CAPITAL STOCK AND ADDITIONAL _3

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
Number of warrants, beginning balance	21,998,324	20,331,658
Warrants issued	520,822	1,958,333
Warrants expired	(1,666,666)
Warrants cancelled	0	(291,667)
Number of warrants, ending balance	20,852,480	21,998,324
Weighted average exercise price, beginning balance	$ 0.074	$ 0.07
Weighted average exercise price, warrants issue	0.15	0.12
Weighted average exercise price, warrants expired	0.12	0
Weighted average exercise price, warrants cancelled		0.12
Weighted average exercise price, ending balance	$ 0.072	$ 0.074

CAPITAL STOCK AND ADDITIONAL _4

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 1)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of warrants	20,852,480
Warrants [Member] | Fourteen [Member]
Number of warrants	520,822
Exercise price | $ / shares	$ 0.15
Expiry date	January 24, 2024
Warrants [Member] | One [Member]
Number of warrants	1,333,333
Exercise price | $ / shares	$ 0.0975
Expiry date	September 09, 2023
Warrants [Member] | Two [Member]
Number of warrants	500,000
Exercise price | $ / shares	$ 0.0975
Expiry date	September 27, 2023
Warrants [Member] | Three [Member]
Number of warrants	7,791,658
Exercise price | $ / shares	$ 0.02567
Expiry date	October 1, 2023
Warrants [Member] | Four [Member]
Number of warrants	333,333
Exercise price | $ / shares	$ 0.0975
Expiry date	October 18, 2023
Warrants [Member] | Five [Member]
Number of warrants	5,666,667
Exercise price | $ / shares	$ 0.0975
Expiry date	October 19, 2023
Warrants [Member] | Six [Member]
Number of warrants	1,000,000
Exercise price | $ / shares	$ 0.0975
Expiry date	October 21, 2023
Warrants [Member] | Seven [Member]
Number of warrants	240,000
Exercise price | $ / shares	$ 0.0975
Expiry date	October 24, 2023
Warrants [Member] | Eight [Member]
Number of warrants	666,667
Exercise price | $ / shares	$ 0.0975
Expiry date	October 26, 2023
Warrants [Member] | Nine [Member]
Number of warrants	666,667
Exercise price | $ / shares	$ 0.0975
Expiry date	October 28, 2023
Warrants [Member] | Ten [Member]
Number of warrants	600,000
Exercise price | $ / shares	$ 0.0975
Expiry date	October 29, 2023
Warrants [Member] | Eleven [Member]
Number of warrants	800,000
Exercise price | $ / shares	$ 0.0975
Expiry date	November 01, 2023
Warrants [Member] | Twelve [Member]
Number of warrants	533,333
Exercise price | $ / shares	$ 0.0975
Expiry date	November 02, 2023
Warrants [Member] | Thirteen [Member]
Number of warrants	200,000
Exercise price | $ / shares	$ 0.0975
Expiry date	November 19, 2023

CAPITAL STOCK AND ADDITIONAL _5

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 2) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
Number of shares outstanding	21,569,040	27,542,845
Number of shares granted	11,883,097
Number of shares forfeiture	(16,830,580)
Number of shares outstanding	16,621,557	27,542,845
Number of shares options exercisable	16,621,557	9,000,000
Weighted average exercise price outstanding	$ 0.03508	$ 0.05068
Weighted average exercise price outstanding granted	0.0797	0
Weighted average exercise price outstanding exercised	0	0
Weighted average exercise price outstanding cancelled	0	0
Weighted average exercise price outstanding forfeiture	0.06284	0
Weighted average exercise price outstanding	0.047	0.05068
Weighted average exercise price options exercisable	$ 0.03636	$ 0.02567
Weighted average remaining term in year options exercisable	2 years 6 months 21 days	3 years 3 months
Weighted average remaining term in year granted	$ 5
Weighted average remaining term in year outstanding	3 years 7 months 6 days	2 years 9 months 7 days
Weighted average remaining term in year outstanding	2 years 6 months 21 days	3 years 1 month 6 days

CAPITAL STOCK AND ADDITIONAL _6

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 3) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Number of shares outstanding	16,621,557	27,542,845
Weighted average remaining in contractual life un years	2 years 6 months 21 days	3 years 2 months 4 days
Outstanding options weighted average exercise price	$ 0.02567	$ 0.05068
Number of options exercisable	16,621,557	9,000,000
Exercisable options weighted average exercise price	$ 0.02567	$ 0.02567
Range One [Member]
Exercise range	$ 0.02567	$ 0.02567
Number of shares outstanding	9,000,000
Weighted average remaining in contractual life un years	2 years 3 months 3 days	3 years 3 months
Outstanding options weighted average exercise price	$ 0.02567	$ 0.02567
Number of options exercisable	9,000,000	9,000,000
Exercisable options weighted average exercise price	$ 0.02567	$ 0.02567
Range Two [Member]
Exercise range	$ 0.02567	$ 0.02567
Number of shares outstanding	4,458,776	11,465,423
Weighted average remaining in contractual life un years	1 year 10 months 2 days	2 years 10 months 2 days
Outstanding options weighted average exercise price	$ 0.02567	$ 0.02567
Number of options exercisable	4,458,776
Exercisable options weighted average exercise price	$ 0.02567	0
Range Three [Member]
Exercise range	$ 0.12300	$ 0.12300
Number of shares outstanding	141,548	5,661,938
Weighted average remaining in contractual life un years	2 years 3 months 29 days	3 years 3 months 25 days
Outstanding options weighted average exercise price	$ 0.12300	$ 0.12300
Number of options exercisable	141,548
Exercisable options weighted average exercise price	$ 0.12300	0
Range Four [Member]
Exercise range	$ 0.10300	$ 0.10300
Number of shares outstanding	21,233	1,500,414
Weighted average remaining in contractual life un years	3 years 11 months 15 days	4 months 28 days
Outstanding options weighted average exercise price	$ 0.10300	$ 0.10300
Number of options exercisable	21,233
Exercisable options weighted average exercise price	$ 0.10300	0
Range Five [Member]
Exercise range	$ 0.07977
Number of shares outstanding	3,000,000
Weighted average remaining in contractual life un years	4 years 6 months 7 days
Outstanding options weighted average exercise price	$ 0.07977
Number of options exercisable	3,000,000
Exercisable options weighted average exercise price	$ 0.007977
Minimum [Member] | Lower Exercise Price [Member]
Exercise range	0.02567	0.02567
Maximum [Member] | Upper Exercise Price [Member]
Exercise range	$ 0.12300	$ 0.12300

CAPITAL STOCK AND ADDITIONAL _7

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended			6 Months Ended			12 Months Ended
	Jan. 06, 2023	Aug. 02, 2022	Jun. 13, 2022	Nov. 11, 2021	Oct. 02, 2021	Oct. 26, 2021	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2022
Subscription received										$ 250,000
Common stock, shares authorized							600,000,000			600,000,000	600,000,000		600,000,000
Common stock, shares par value							$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Common stock share issued							273,718,580			273,718,580	271,635,247		271,635,247
Exercise term									4 months		15 months
Common stock share outstanding							273,718,580			273,718,580	271,635,247		271,635,247
Unvested options forfeit								2,000,000	0
Sock option canceled										8,670,584
Option termination										636,969
Exercise per share										$ 0.0797		$ 0
Stock Purchase Warrants [Member]
Common stock share issued							273,718,580			273,718,580	271,635,247		271,635,247
Stock purchase warrant issued								520,822					1,958,333
Exercise term								1 month
Common stock share outstanding							273,718,580			273,718,580	271,635,247		271,635,247
Exercise price								$ 0.15					$ 0.12
Common share warrant								2,083,333
Loan bonus													13,714,547
Short term promissory notes payable for a period													1 month
Fair value of warrants													$ 165,602
Stock Purchase Warrants [Member] | CEO [Member]
Stock purchase warrant issued													291,667
Stock Option [Member]
unamortized compensation expense							$ 0			$ 0	$ 183,380		$ 183,380
Weighted average period unamortized compensation expense										0 months
Stock Option [Member] | Stock Incentive Plan 2021 [Member] | Director Officers Employees [Member] | October 1 2021 [Member]
Unvested options forfeit							14,830,580
Fully vested incentive stock	3,000,000				9,000,000
Exercise per share	$ 0.0797	$ 0.0781	$ 0.103	$ 0.02567	$ 0.0257	$ 0.123
Sock option granted	6,883,097	1,833,334	1,500,414	11,465,424		7,077,422	2,000,000

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
COMMITMENTS
Operating lease cost	$ 2,097	$ 3,446	$ 5,933	$ 7,050

COMMITMENTS (Details 1)

COMMITMENTS (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
COMMITMENTS
2023	$ 7,247
2024	6,211
Total lease payment	13,458
Less: imputed Interest	(515)
Total lease liabilities	12,943	$ 12,118
Less current portion of lease liabilities	0
Long-term lease liabilities	$ 12,943

COMMITMENTS (Details Narratives

COMMITMENTS (Details Narratives)	1 Months Ended
	Mar. 31, 2022
COMMITMENTS
Lease term of car	36 months
Discount rate of operating lease liabilities	6.75%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
Management fees	$ 80,728	$ 120,578	$ 181,696	$ 256,548

RELATED PARTY TRANSACTIONS (D_2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	May 11, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Mar. 15, 2023
Operation experience		$ 672,005	$ 539,318	$ 2,092,077	$ 1,164,069
Accounts payable and accrued liabilities		1,128,690		1,128,690		$ 529,015
Key Management Compensation [Member]
Accounts payable and accrued liabilities		$ 43,000		43,000		0
Stratford Ltd. [Member]
Loan receive							$ 69,156
Ms. Reinhardt [Member]
Salary	$ 131,380
Stock Options	2,000,000
Exercise Term	5 years
Stock price, Per Shares	$ 0.08472
Option vesting		6.25%
CEO, Elchanan Maoz [Member]
Operation experience				41,700
Operational reimbursed amount				21,000
CEO and President [Member]
Loan recieved from director						$ 170,000
Interest rate						10%
Accrued Interest		$ 4,340		13,144		$ 0
Commission fees						$ 76,149
Unpaid commission fees		$ 27,349		$ 27,349

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 4,395		$ 231,763
Accounts receivable	21,739		27,756
Prepaid expenses	47,872		99,036
Royalty receivable	168,490		176,690
Other current assets	16,231		16,818
Total current assets	258,727		552,063
Property and equipment. net	15,055		18,939
Intangible assets, net	4,749,328		5,326,327
Operating lease right-of-use assets	10,721		17,845
Other assets	25,415		26,735
Total assets	5,059,246		5,941,909
Accounts payable and accrued liabilities	1,128,690		529,015
Debt, current portion	2,126,621		0
Current portion of operating lease liabilities	12,943		12,118
Total current liabilities	3,268,254		541,133
Other liability	161,521		169,909
Total liabilities	3,429,775		2,677,718
Common Stock	27,372		27,163
Additional paid in capital	143,296,989		142,786,091
Accumulated deficit	(141,701,566)		(139,543,981)
Other comprehensive income	6,676		(5,082)
Stockholders' equity	1,629,471	$ 2,422,178	3,264,191	$ 4,736,540	$ 5,124,604	$ 5,245,481
Total Liabilities and Stockholders' Equity	5,059,246		$ 5,941,909
Proforma [Member]
Cash and cash equivalents	0
Accounts receivable	0
Prepaid expenses	40,710
Royalty receivable	0
Other current assets	0
Total current assets	40,710
Property and equipment. net	0
Intangible assets, net	0
Operating lease right-of-use assets	0
Other assets	0
Total assets	40,710
Bank overdraft	361
Accounts payable and accrued liabilities	465,046
Debt, current portion	2,126,621
Current portion of operating lease liabilities	0
Total current liabilities	2,592,028
Other liability	0
Total liabilities	2,592,028
Common Stock	27,372
Additional paid in capital	143,296,989
Accumulated deficit	(145,875,679)
Other comprehensive income	0
Stockholders' equity	(2,551,318)
Total Liabilities and Stockholders' Equity	40,710
Reclassify [Member]
Cash and cash equivalents	361
Total current assets	361
Total assets	361
Bank overdraft	361
Total current liabilities	361
Total liabilities	361
Total Liabilities and Stockholders' Equity	361
Inter-company [Member]
Total assets	0
Intercompany payable	8,891,359
Debt, current portion	67,400
Total current liabilities	8,958,759
Total liabilities	8,958,759
Accumulated deficit	(8,958,759)
Stockholders' equity	(8,958,759)
Total Liabilities and Stockholders' Equity	0
De-recognized [Member]
Cash and cash equivalents	(4,756)
Accounts receivable	(21,739)
Prepaid expenses	(7,162)
Royalty receivable	(168,490)
Other current assets	(16,231)
Total current assets	(218,378)
Property and equipment. net	(15,055)
Intangible assets, net	(4,749,328)
Operating lease right-of-use assets	(10,721)
Other assets	(25,415)
Total assets	(5,018,897)
Accounts payable and accrued liabilities	(663,644)
Intercompany payable	(8,891,359)
Debt, current portion	(67,400)
Current portion of operating lease liabilities	(12,943)
Total current liabilities	(9,635,346)
Other liability	(161,521)
Total liabilities	(9,796,867)
Accumulated deficit	4,784,646
Other comprehensive income	(6,676)
Stockholders' equity	4,777,970
Total Liabilities and Stockholders' Equity	$ (5,018,897)

SUBSEQUENT EVENTS (Details narr

SUBSEQUENT EVENTS (Details narrative) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 15, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Receive of short term loan	$ 69,156	$ 400,000	$ 168,925	$ 570,000
Chief Financial Officer Member
Annual base salary receive			116,106
Receive of short term loan			69,425
Pocket expenses			$ 28,000