Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-51302 | |
Entity Registrant Name | Madison Technologies Inc. | |
Entity Central Index Key | 0001318268 | |
Entity Tax Identification Number | 85-2151785 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 61 East 80th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10075 | |
City Area Code | (212) | |
Local Phone Number | 518-4177 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,599,095,027 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 8,804 | $ 55,656 |
Accounts receivables, net | 103,536 | 167,800 |
Note receivables | 817,534 | 749,603 |
Due (to) from related party | (28,658) | 709,259 |
Total Current Assets | 901,216 | 1,682,318 |
Intangible assets, net | 12,221,439 | 12,196,646 |
Equipment, net | 1,344,344 | 1,486,347 |
Investments | 101 | 101 |
Operating lease right-of-use assets, net | 1,320,650 | 1,400,980 |
Total Assets | 15,787,750 | 16,766,392 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,447,336 | 791,802 |
Derivative liability | 4,159,329 | 3,464,529 |
Current portion of lease liabilities | 3,767 | |
Promissory notes | 916,223 | 491,741 |
Convertible notes payable | 1,770,199 | 850,000 |
Interest payable on senior secured notes | 2,475,000 | 453,750 |
Total current liabilities | 10,768,087 | 6,055,589 |
Long term portion of lease liability obligations | 1,466,584 | 1,464,728 |
Long term convertible notes, net of discount | 14,175,827 | 12,919,392 |
Total liabilities | 26,410,498 | 20,439,709 |
Capital Stock: | ||
Common Shares - $0.001 par value; 6,000,000,000 shares authorized 1,599,095,027 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively | 1,599,095 | 1,599,095 |
Additional paid in capital | 10,473,261 | 10,473,261 |
Accumulated deficit | (22,696,452) | (15,747,021) |
Total stockholders’ deficit | (10,624,096) | (3,674,665) |
Total liabilities and stockholders’ deficit | 15,787,750 | 16,766,392 |
Series C Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series D Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 155 | 155 |
Series E Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series E-1 Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 1,153 | 1,153 |
Series F Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series G Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | ||
Series H Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Temporary equity value | 40 | 40 |
Series A Preferred Stock [Member] | ||
Capital Stock: | ||
Preferred Stock value | ||
Series B Preferred Stock [Member] | ||
Capital Stock: | ||
Preferred Stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,599,095,027 | 1,599,095,027 |
Common stock, shares outstanding | 1,599,095,027 | 1,599,095,027 |
Series C Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, dividend rate percentage | 2% | 2% |
Temporary equity, stated value | $ 100 | $ 100 |
Temporary equity, shares authorized | 10,000 | 10,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 3.32 | $ 3.32 |
Temporary equity, shares authorized | 230,000 | 230,000 |
Temporary equity, shares issued | 155,000 | 0 |
Temporary equity, shares outstanding | 155,000 | 0 |
Temporary equity, shares converted | 75,000 | 75,000 |
Series E Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 1,000 | 1,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares exchange | 1,000 | 1,000 |
Series E-1 Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 0.87 | $ 0.87 |
Temporary equity, shares authorized | 1,152,500 | 1,152,500 |
Temporary equity, shares issued | 1,152,500 | 0 |
Temporary equity, shares outstanding | 1,152,500 | 0 |
Series F Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares authorized | 1,000 | 1,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares converted | 1,000 | 1,000 |
Series G Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 4,600 | 4,600 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares converted | 4,600 | 4,600 |
Series H Preferred Stock [Member] | ||
Temporary equity, at par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares authorized | 39,895 | 39,895 |
Temporary equity, shares issued | 39,895 | 39,895 |
Temporary equity, shares outstanding | 39,895 | 39,895 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred Stock, Dividend Rate, Percentage | 3% | 3% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 485,497 | $ 464,028 | $ 1,431,762 | $ 760,053 |
Operating Expenses | ||||
Selling, general and administrative | 272,533 | 198,567 | 753,378 | 433,025 |
Television operations | 85,800 | 74,889 | 257,483 | 178,869 |
Amortization of intangible assets | 80,993 | (57,437) | 242,481 | 177,006 |
Professional fees | 416,019 | 741,296 | 2,556,767 | 1,745,592 |
Loss on asset disposals | 17,147 | 52,668 | 17,147 | |
Total operating expenses | 855,345 | 974,462 | 3,862,777 | 2,551,639 |
Loss before other expense | (369,848) | (510,434) | (2,431,015) | (1,791,586) |
Other income (expense) | ||||
Interest income | 10,034 | 29,081 | ||
Interest expense | (1,520,742) | (1,927,580) | (4,547,497) | (3,129,983) |
Total non operating expense | (1,510,708) | (1,927,580) | (4,518,416) | (3,129,983) |
Loss from continuing operations | (1,880,556) | (2,438,014) | (6,949,431) | (4,921,569) |
Income (loss) from discontinued operations | 32,722 | (40,323) | ||
Net loss and comprehensive loss | $ (1,880,556) | $ (2,405,292) | $ (6,949,431) | $ (4,961,892) |
Net loss per share-Basic and diluted | $ (0.001) | $ (0.096) | $ (0.004) | $ (0.203) |
Average number of shares of common stock outstanding | 1,599,095,027 | 24,972,565 | 1,599,095,027 | 24,439,598 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 23,472 | $ 93 | $ 1,302,977 | $ (1,484,442) | $ (157,900) |
Beginning balance, shares at Dec. 31, 2020 | 23,472,565 | ||||
Net loss for the period | (4,961,892) | (4,961,892) | |||
Cancellation of Series A Preferred | (93) | 93 | |||
Common issued for Series B Preferred transfer | $ 1,500 | (1,500) | |||
Common issued for Series B Preferred transfer, shares | 1,500,000 | ||||
Conversion of debt to Series D Preferred | 667,984 | 667,984 | |||
Series E Preferred issued for assets | 4,225,061 | 4,225,061 | |||
Series G Preferred issued for subscriptions sold | 4,600,000 | 4,600,000 | |||
Equity portion on convertible debt issued | 880,000 | 880,000 | |||
Ending balance at Sep. 30, 2021 | $ 24,972 | 11,674,615 | (6,446,334) | 5,253,253 | |
Ending balance, shares at Sep. 30, 2021 | 24,972,565 | ||||
Beginning balance at Dec. 31, 2020 | $ 23,472 | 93 | 1,302,977 | (1,484,442) | (157,900) |
Beginning balance, shares at Dec. 31, 2020 | 23,472,565 | ||||
Net loss for the period | 14,262,579 | ||||
Ending balance at Dec. 31, 2021 | $ 1,599,095 | 1,348 | 10,473,261 | (15,747,021) | (3,674,665) |
Ending balance, shares at Dec. 31, 2021 | 1,599,095,027 | ||||
Net loss for the period | (6,949,431) | (6,949,431) | |||
Ending balance at Sep. 30, 2022 | $ 1,599,095 | $ 1,348 | $ 10,473,261 | $ (22,696,452) | $ (10,624,096) |
Ending balance, shares at Sep. 30, 2022 | 1,599,095,027 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from operating activities: | |||||
Net loss for the period | $ (1,880,556) | $ (2,405,292) | $ (6,949,431) | $ (4,961,892) | $ 14,262,579 |
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Amortized interest | 2,000,051 | 372,177 | |||
Amortization | 242,481 | 140,826 | |||
Fair value of Warrant issued for services | 9,000 | ||||
Foreign exchange on notes payable | 312 | ||||
Loss on disposal of assets | 17,147 | 52,668 | 17,147 | ||
Changes in assets and liabilities: | |||||
Accounts payable and accruals | 2,676,783 | 628,104 | |||
Payment of lease liability | (167,046) | 40,729 | |||
Accounts receivable | 64,264 | (136,500) | |||
Due from related party | 737,917 | (276,970) | |||
Prepaid expenses | (9,056) | (6,331) | |||
Net cash used in operating activities | (1,342,369) | (4,182,398) | |||
Cash Flows from investing activities: | |||||
Purchases of equipment, intangible assets and goodwill | (97,609) | (14,462,531) | |||
Funds advanced for note receivable | (58,874) | ||||
Net cash used in investing activities | (156,483) | (14,462,531) | |||
Cash Flows from financing activities: | |||||
Proceeds from convertible and subordinate notes sold | 1,452,000 | 16,230,000 | |||
Shares subscribed but not issued | 4,600,000 | ||||
Net cash provided by financing activities | 1,452,000 | 20,830,000 | |||
Net (decrease) increase in cash | (46,852) | 2,185,071 | |||
Cash, beginning of period | 55,656 | 9,491 | 9,491 | ||
Cash, end of period | $ 8,804 | $ 2,194,562 | 8,804 | 2,194,562 | $ 55,656 |
SUPPLEMENTAL DISCLOSURE | |||||
Interest paid | 529,786 | 1,139,292 | |||
Taxes paid |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Our Company was incorporated on June 15, 1998 in the State of Nevada, USA and our common shares are publicly traded on the OTC Markets OTCQB. We, through our wholly-owned subsidiary, Sovryn Holdings, Inc. (“Sovryn”) acquired three un-affiliated Class A/LPTV TV. Each licensed TV station can broadcast between 10 and 12 channels over-the-air, 24 hours per day/7 days per week. In 2021, we generated revenue by leasing channels to third parties on KNLA/KNET, a Class A television station in Los Angeles, KVVV, a low power television station in Houston and KYMU-LD, a low power television station in Seattle. On November 15, 2021, we sold our wholly owned subsidiary, CZJ License Inc. for $ 250,000 During August 2021, our shareholders approved to amend and restate our Articles of Incorporation to increase our authorized common stock from 500,000,000 6,000,000,000 |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2021, we incurred a net loss of $ 14,262,579 4,373,271 15,747,021 0.4 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of our wholly owned subsidiaries, Sovryn Holdings Inc. and CZJ License Inc. CZJ License Inc. was consolidated up until it was sold on November 15, 2021. All the intercompany balances and transactions have been eliminated in the consolidation. During the year ended December 31, 2021, the operations of CZJ License Inc. were consolidated into our operation and were designated as discontinued. Interim Reporting While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2021 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2021 annual financial statements. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022. Segment reporting We use “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by our chief operating decision maker for making operating decisions and assessing performance as the source for determining our reportable segments. Our chief operating decision maker is our chief executive officer, who reviews operating results to make decisions about allocating resources and assessing our entire performance. We did not report any segment information since we primarily generates sales from its television stations. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Revenue recognition We adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. At the moment, we have one main revenue source which is leasing of television channels. Where there is a leasing contract for channels, we bill monthly for our services as rendered. Where there is no contract, the revenue is recognized as provided. We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Advances from Client’s deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from Client’s deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. Accounts receivables Trade accounts receivable are stated at the amount we expect to collect. Management considers the following factors when determining the collectability of specific customer accounts: customer credit worthiness, past transaction history, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on the management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of September 30, 2022, our allowance for doubtful accounts receivable was $ 31,500 Operating leases In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We adopted the new standard April 19, 2021. We have elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. Intangible assets Intangible assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports. Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives. Website development costs We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” Concentration of credit risk We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Financial instruments Our financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that we are not exposed to any significant currency or credit risks arising from these financial instruments. Fair value measurements We follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. 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 measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Convertible Notes with Fixed Rate Conversion Options We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Derivative Liabilities We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Loss per share Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss). Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2022, no options were outstanding and 231,173,016 19,874,163 1,014,123,286 155,000,000 1,152,500,000 39,895,000 2,592,691,302 the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. Schedule of Potentially Dilutive Securities September 30, 2022 September 30, 2021 Warrants 231,173,016 192,073,017 Convertible Preferred Stock 1,347,395,000 1,574,573,017 Convertible debt 1,014,123,286 835,839,600 Total 2,592,691,302 2,602,584,634 Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. Credit losses In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We are currently assessing the impact of the adoption of this ASU on its financial statements. Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. Income taxes We follow the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding our future profitability, the future tax benefits of its losses have been fully reserved. Recently Issued Accounting Pronouncements We adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new guidance will have on its financial statements We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 Notes Receivable Schedule of Notes Receivable September 30, 2022 December 31, 2021 Secured note – Top Dog Productions Inc. $ 527,624 $ 468,750 Convertible note – ZA Group 250,000 250,000 Prepaid expenses 9,288 24,042 Accrued interest 30,622 6,811 Total Notes Receivables $ 817,534 $ 749,603 On September 9, 2021, we entered into a secured one-year promissory note with Top Dog Productions Inc. We agreed to lend an aggregate principal sum of up to $ 2,000,000 5 19,626 On November 15, 2021, we entered into a $ 250,000 5 0.005 10,586 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 - Intangible Assets Our Federal Communication Commission Licenses (“FCC”) and domain name are considered indefinite-lived intangible assets that are not amortized, but instead are tested at least annually for impairment. The Market Advantage intangible asset is being amortized on a straight-line basis over 94 months from the acquisition date. Amortization expense for the three months ended September 30, 2022 and 2021 was $ 1,878 1,878 5,634 2,504 Schedule of Intangible Assets September 30, 2022 Cost Amortization Net Domain Name $ 172,427 $ - $ 172,427 Market Advantage 58,843 10,016 48,827 FCC Licenses 10,159,063 - 10,159,063 $ 10,390,333 $ 10,016 $ 10,380,317 Future amortization expense of the intangible assets is as follows: Schedule of Future Amortization Expenses of Intangible Assets For the Twelve Months Ending September 30, 2023 $ 7,512 2024 7,512 2025 7,512 2026 7,512 2027 7,512 Thereafter 11,267 Total $ 48,827 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6 Goodwill As of September 31, 2022, we carry goodwill for the following television station asset purchases made in 2021: Schedule of Goodwill Asset Purchase KNLA - KNET acquisition $ 977,059 KVVV acquisition 613,097 KYMU acquisition 225,966 Total $ 1,816,122 |
Equipment
Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 7 Equipment Schedule of Equipment Useful Life Cost Accumulated Depreciation Net Transmitter 10 $ 854,059 $ (115,420 ) $ 738,638 Antenna 10 283,029 (37,936 ) 245,093 Tech Equipment 5 446,155 (106,591 ) 339,564 Office Equipment 5 7,389 (1,970 ) 5,419 Microwave 5 22,065 (6,436 ) 15,629 $ 1,612,697 $ (268,353 ) $ 1,344,344 Depreciation expense was $ 52,339 78,440 156,517 66,065 |
Right of Use Assets
Right of Use Assets | 9 Months Ended |
Sep. 30, 2022 | |
Right Of Use Assets | |
Right of Use Assets | Note 8 Right of Use Assets We have six operating leases ranging from a period of 80 332 15 Schedule of Remaining Right of Use Assets Term Accumulated (in months) Amount Amortization Net Tower Lease 1 168.5 $ 547,663 $ 54,923 $ 492,740 Tower lease - 2 88 244,079 41,545 202,534 Tower lease - 3 329 233,043 8,348 224,695 Generator lease 168.5 109,507 10,982 98,525 Studio lease - 1 214.5 280,084 20,324 259,670 Studio lease - 2 77 49,561 7,165 42,396 $ 1,463,937 $ 143,287 $ 1,320,650 The remaining lease liability at September 30, 2022 was $ 1,466,584 0 1,466,584 Schedule of Remaining Lease Liability 2022 $ 56,833 2023 231,120 2024 239,780 2025 253,163 2026 261,433 Remaining 3,219,115 Lease obligations, net 4,261,445 Amount representing interest 2,794,861 Remaining lease liability 1,466,584 Less current portion - Non-current lease obligation $ 1,466,584 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 9 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December 31 are summarized below: Schedule of Accounts Payable and Accrued Liabilities September 30, 2022 December 31. 2021 Accounts payable $ 1,151,618 $ 659,219 Customer deposits 62,563 78,812 Accrued expenses 61,698 38,238 Accrued interest 171,457 15,533 Total $ 1,447,336 $ 791,802 On June 10, 2022, we entered into an agreement with a third party pursuant to which we received $ 125,000 1,837 183,750 45,938 14,688 On July 28, 2022, we entered into an agreement with a third party pursuant to which we received $ 125,000 1,562 187,375 118,647 39,504 On September 13, 2022, we entered into an agreement with a third party pursuant to which we received $ 25,000 1,499 44,970 25,483 8,483 |
Securities Exchange Agreements
Securities Exchange Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Securities Exchange Agreements | |
Securities Exchange Agreements | Note 10 Securities Exchange Agreements Sovryn Holdings, Inc. We entered into a Securities Exchange Agreement on February 16, 2021 with Sovryn, a Delaware corporation and acquired 100 100 1,000 0.001 0.0001 500,000,000 6,000,000,000 2,305,000,000 59 4,225,062 4,224,962 |
Asset Purchase
Asset Purchase | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Purchase | Note 11 Asset Purchase On April 19, 2021, pursuant to a February 17, 2021 asset purchase agreement, Sovryn paid a total of $ 10,182,534 The following table shows the estimated fair values of the Los Angeles Stations’ assets acquired and liabilities assumed at the April 19, 2021 purchase date: Schedule of Asset Acquisitions ASSETS ACQUIRED Transmitter equipment $ 576,944 Technical equipment 183,841 Antenna systems 128,562 Microwave equipment 22,065 Total tangible assets acquired 911,412 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 911,412 INTANGIBLE ASSETS ACQUIRED FCC licenses 8,294,063 Transmitter site leasehold Goodwill 977,059 INTANGIBLE ASSETS ACQUIRED 9,271,122 NET ASSETS ACQUIRED $ 10,182,534 On June 1, 2021, pursuant to a March 14, 2021 an asset purchase agreement, Sovryn paid a total of $ 1,500,000 The following table shows the estimated fair values of the Houston Station’s assets acquired and liabilities assumed at the June 1, 2021 purchase date: ASSETS ACQUIRED Transmitter equipment $ 107,141 Technical equipment 71,399 Antenna systems 112,211 Furniture and equipment 7,389 Total tangible assets acquired 298,140 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 298,140 INTANGIBLE ASSETS ACQUIRED FCC licenses 530,000 Transmitter site leasehold 58,763 Goodwill 613,097 INTANGIBLE ASSETS ACQUIRED 1,201,860 NET ASSETS ACQUIRED $ 1,500,000 On September 24, 2021, pursuant to a March 29, 2021 an asset purchase agreement, Sovryn paid a total of $ 1,864,920 The following table shows the estimated fair values of the Seattle Station’s assets acquired and liabilities assumed at the September 24, 2021 purchase date: ASSETS ACQUIRED Transmitter equipment $ 169,974 Technical equipment 91,274 Antenna systems 42,256 Microwave equipment - Total tangible assets acquired 303,954 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 303,954 Goodwill INTANGIBLE ASSETS ACQUIRED FCC licenses 1,335,000 Goodwill 225,966 INTANGIBLE ASSETS ACQUIRED 1,560,966 NET ASSETS ACQUIRED $ 1,864,920 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 12 Note Payable On December 28, 2021, we sold a $ 500,000 12 April 5, 2022 500,000 December 31, 2023 0.025 9,000 0.018 500,000 On January 14, 2022, we sold an unsecured $ 150,000 15,000 April 5, 2022 120,000 On January 14, 2022, we sold an unsecured $ 150,000 15,000 April 5, 2022 135,000 On April 27, 2022, we sold a $ 125,000 12,500 December 31, 2022 2,500,000 0.025 45,000 0.018 125,000 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 13 Convertible Notes Payable Our convertible notes payable are as follows as of: Schedule of Convertible Notes Payable September 30, 2022 December 31, 2021 Senior Secured [a] $ 16,500,000 $ 16,500,000 Series 1 [b] 1,050,000 850,000 Series 2 [c] 250,000 - Series 3 [d] 275,000 - Series 4 [e] 220,000 - Series 5 [f] 192,500 - Series 6 [g] 55,000 - Total 18,542,500 17,350,000 Less current portion 2,042,500 850,000 Long term portion $ 16,500,000 $ 16,500,000 [a] On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $ 16,500,000 15,000,000 192,073,017 1,000 192,073,017 864,000 0.0045 The Notes have a term of thirty-six months and mature on February 17, 2024, unless earlier converted. The Notes accrue interest at a rate of 11 2,475,000 453,750 453,750 On September 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing documents (“the amendment”). The amendment also waived specified events of default. The Notes are henceforth convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $ 0.02 As part of the agreement with the Investors, we issued 192,073,017 0.025 0.020 The Series F Preferred Stock has no voting rights and shall convert into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon Common Shareholder Approval. 192,073,017 The Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of shares of our Common Stock held by the Investors and their affiliates after such conversion or exercise does not exceed 9.99% of our then issued and outstanding shares of Common Stock. [b] Series 1: We sold a total of $ 1,050,000 6 December 31, 2022 0.021 [c] Series 2: On January 6, 2022, we sold one of our shareholders a $ 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 On January 14, 2022, we sold one of our shareholders a $ 25,000 12 April 6, 2022 600,000 0.021 10,800 0.018 On February 17, 2022, we sold a $ 50,000 12 April 6, 2022 1,250,000 0.021 22,500 0.018 [d] Series 3: On February 15, 2022, we sold two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 [e] Series 4: On May 5, 2022, we sold a shareholder a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 On June 24, 2022, we sold a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 [f] Series 5: On May 5, 2022, we sold an $ 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 On May 5, 2022, we sold an $ 110,000 10,000 May 5, 2023 12 5,000,000 0.02 90,000 0.018 110,000 [g] Series 6: On September 16, 2022, we sold a $ 55,000 5,000 September 16, 2023 12 0.001 55,000 On February 17, 2022, we sold a $ 50,000 12 April 6, 2022 1,250,000 0.021 22,500 0.018 |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Note 14 Related Party We entered into a consulting agreement with Warren Zenna of Zenna Consulting Group to provide oversight of marketing and communications services. The agreement commenced March 1, 2021 and ended on July 31, 2021. We paid Zenna Consulting Group $ 0 500,000 0.025 9,000 0.018 Effective January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period of one year ending December 31, 2022, under which we provide monthly remuneration of $ 35,000 40,000 0 255,794 488,934 During the three months ended September 30, 2022, our Chief Executive Officer advanced us funds for our operations and as of September 30, 2022, we owed $ 28,658 On April 7, 2021, we issued 1,500,000 100 1,500 100 461,000 461,000 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2022 | |
Mezzanine Equity | |
Mezzanine Equity | Note 15 Mezzanine Equity We account for certain of our Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity Preferred Shares Series A Preferred Stock On February 16, 2021, we cancelled all the Preferred Series A shares. In exchange, the holders of Series A Preferred shares received one-year option agreements to purchase shares of our wholly owned subsidiary at the time, CZJ License, Inc. at $ 10 300,000 Series C Preferred Stock There are 10,000 Holders of Series C Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. As of September 30, 2022 and December 31, 2021, no shares of Series C Preferred Stock are outstanding Series D Preferred Stock There are 230,000 4.99 9.99 3.32 1,000 On February 16, 2021, we settled $ 1,028,000 230,000 75,000 75,000,000 155,000 Series E Preferred Stock On February 16, 2021, we issued 1,000 4,225,062 On September 16, 2021, the holders of our Series E Preferred Stock entered into an Exchange Agreement with us whereby on October 11, 2021, the 1,000 1,152,500 1,091,388,889 4,225,062 1,000 no Series E-1 Preferred Stock There are 1,152,500 designated and authorized Series E-1 Preferred Stock that we issued on October 11, 2021 in exchange for our Series E Preferred Stock. At September 30, 2022 and December 31, 2021, 1,152,500 Preferred Series E-1 shares remain outstanding. Each share of Series E-1 Preferred Stock may be converted to 1,000 common shares. Series F Preferred Stock There are 1,000 1,000 192,073,017 864,000 0.0045 1,000 192,073,017 no Series G Preferred Stock We received $ 4,600,000 4,600 1,000 4,600 255,555,556 no Series H Preferred Stock On November 11, 2021, pursuant to an Exchange Agreement that we entered into with the Investors, 39,895,000 39,895 39,895,000 1,000 39,895,000 39,895 3,989,500 39,895 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 16 Shareholders’ Equity Preferred Stock As of September 30, 2022 and December 31, 2021, we are authorized to issue 50,000,000 0.001 48,617,400 Series B Preferred Stock There are 100 Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total vote of Common stockholders. The Series B Preferred Stockholder is entitled to 51% voting rights regardless of the number of common shares or other voting shares issued by the company at any time On July 17, 2020, 100 0.001 Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor conversion feature On February 17, 2021, the 100 At September 30, 2022 and December 31, 2021, there were 100 Common Stock In August 14, 2021, our shareholders approved an increase in authorized Common Stock to 6,000,000,000 1,000,000,000 1,599,095,027 1,599,095,027 Our Board of Directors and majority stockholder approved the decision to not move forward with a reverse stock split ratio of 25 to 1 share 10 to 1 share Warrants On February 17, 2021, we issued 192,073,017 Warrants to Arena Investors that are exercisable for a five-year period from the date of issuance and, based on an amendment made on September 24, 2021, the Warrants may be converted into our Common Stock at $0.02 per share, subject to a maximum ownership limit of 9.99% 864,000 0.0045 On December 28, 2021, we entered into a promissory note payable and provided 500,000 0.025 December 31, 2023 9,000 0.018 The Warrants issued are loan incentives. The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model. For the nine months ended September 30, 2022, a summary of our warrant activity is as follows: Schedule of Warrants Activity Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at January 1, 2022 192,573,017 $ 0.020 4.13 $ 1,926,663 $ 3,464,529 - Issued 38,600,000 $ 0.023 4.28 83,348 $ 694,800 Exercised - - - - - Expired - - - - - Outstanding and exercisable at September, 2022 231,173,016 $ 0.021 3.73 $ 1,618,876 $ 4,159,329 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 17 Discontinued Operations On February 16, 2021, we cancelled all the Series A Preferred Stock shares and offered their holder’s option agreements to purchase up to 300,000 10 On November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At Closing, the ZA Group Inc. delivered a convertible promissory note with a principal amount equal to the purchase price. The interest rate on the note was 5% per annum and matures on November 5, 2023. The note may be converted, from time to time, after 180 days from the issuance date of the note into common stock of ZA Group Inc., at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc. At November 15, 2021, CZJ License Inc.’s accounts were eliminated from the consolidated financial statements. All expenses incurred by CZJ License Inc. up to November 15, 2021 have been disclosed as discontinued operations. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. Schedule of Previous Year Assets Liabilities and Expenses Assets Prepaid Expenses $ - $ 37,218 Website - 10,000 Intangible Assets - License - 423,410 Assets - 470,628 Liabilities Accounts Payable & Accrued - 33,500 Liabilities - 33,500 Expenses Amortization 74,760 64,687 Selling, general and administrative 190,857 152,939 Professional fees 213,500 172,750 - Expenses $ 479,117 $ 390,376 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 18 Commitments On September 28, 2020, we entered into a one-year renewable employment agreement with Mr. Canouse, our Chief Executive Officer at the time. In the three months ended September 31, 2022 and 2021, Mr. Canouse received $ 24,487 0 On February 17, 2021, we sold the Investors $ 16,500,000 0.4 20.0 On October 20, 2021, we entered into a Stock Acquisition Agreement with Top Dog Productions Inc., Jay Blumenfield and Anthony Marsh whereby we will acquire all of the shares of Top Dog Productions Inc., and in exchange, we will pay the purchase price of 12,500,000 12,500,000 12,500,000 On January 12, 2022, we entered into a consulting agreement with EF Hutton as a lead underwriter. The agreement is for one year and we may terminate the agreement on or after 270 th we grant EF Hutton an option to acquire up to 15% of the total number of securities we offer , provide an underwriting discount of 7% of the total gross proceeds, provide warrants equal to 5% of the aggregate number of shares of Common Stock sold in the offering, warrants to be exercisable at any time in whole or in part for 4 ½ years commencing 6 months from the effective date of offering at a price per share equal to 100% of the public offering price per security. EF Hutton may also provide advisory services for a cash fee of 7% of capital raised for equity placements, 6% for debt placements, closing warrants equal to 3% of aggregate proceeds sold in offering with the warrants to expire in 5 years. We agree to pay expenses for marketing, promotional materials and other costs associated with the work In January 2022, we entered into a six-month consulting agreement with a third party to provide strategic and business services relating to the blockchain project that we amended in February 2022. The first two months are payable at $ 25,000 10,000 25,000 In February 2022, we entered into a consulting agreement to establish, launch, manage, operate and produce a 24/7 broadcast network devoted to cryptocurrency, NFT, Web3 and blockchain technology. In consideration for the wide range and scope of work, we agreed to pay the consultant a fee in the aggregate of $ 600,000 450,000 150,000 In February 2022, we entered into a consulting agreement with a third party to provide corporate marketing strategy, creation and development of content for distribution, market development, communications, products and growth. The agreement ends the earlier of September 30, 2022 or when an executed Employment Agreement is signed with us. Upon execution of the consulting agreement, we paid the consultant $ 100,000 30,000 160,000,000 0.025 160,000 In March 2022, we entered into a six-month service agreement for press releases, campaigns and social media advertisings. The service fee is $ 30,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19 Income Taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: Schedule of Income Tax Expense September 30, 2022 September 30, 2021 Net loss for the nine-month period $ (6,949,431 ) $ (856,777 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (1,459,380 ) $ (179,923 ) Effect of change in tax rates - - Permanent differences - - Valuation allowance 1,459,380 179,923 Income tax expense and income tax liability $ - $ - As of September 30, 2022 and December 31, 2021 the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized. Schedule of Deferred Income Tax Asset September 30, 2022 December 31, 2021 Tax loss carried forward $ - $ - Deferred tax assets $ 4,454,522 $ 2,995,142 Valuation allowance (4,454,522 ) (2,995,142 ) Deferred taxes recognized $ - $ - Tax losses of approximately $ 14 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of our wholly owned subsidiaries, Sovryn Holdings Inc. and CZJ License Inc. CZJ License Inc. was consolidated up until it was sold on November 15, 2021. All the intercompany balances and transactions have been eliminated in the consolidation. During the year ended December 31, 2021, the operations of CZJ License Inc. were consolidated into our operation and were designated as discontinued. |
Interim Reporting | Interim Reporting While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2021 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2021 annual financial statements. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022. |
Segment reporting | Segment reporting We use “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by our chief operating decision maker for making operating decisions and assessing performance as the source for determining our reportable segments. Our chief operating decision maker is our chief executive officer, who reviews operating results to make decisions about allocating resources and assessing our entire performance. We did not report any segment information since we primarily generates sales from its television stations. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Revenue recognition | Revenue recognition We adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. At the moment, we have one main revenue source which is leasing of television channels. Where there is a leasing contract for channels, we bill monthly for our services as rendered. Where there is no contract, the revenue is recognized as provided. We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Advances from Client’s deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from Client’s deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. |
Accounts receivables | Accounts receivables Trade accounts receivable are stated at the amount we expect to collect. Management considers the following factors when determining the collectability of specific customer accounts: customer credit worthiness, past transaction history, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on the management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of September 30, 2022, our allowance for doubtful accounts receivable was $ 31,500 |
Operating leases | Operating leases In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We adopted the new standard April 19, 2021. We have elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. |
Intangible assets | Intangible assets Intangible assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports. |
Equipment | Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives. |
Website development costs | Website development costs We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” |
Concentration of credit risk | Concentration of credit risk We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. |
Financial instruments | Financial instruments Our financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that we are not exposed to any significant currency or credit risks arising from these financial instruments. |
Fair value measurements | Fair value measurements We follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. 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 measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Derivative Liabilities | Derivative Liabilities We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
Loss per share | Loss per share Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss). Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2022, no options were outstanding and 231,173,016 19,874,163 1,014,123,286 155,000,000 1,152,500,000 39,895,000 2,592,691,302 the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. Schedule of Potentially Dilutive Securities September 30, 2022 September 30, 2021 Warrants 231,173,016 192,073,017 Convertible Preferred Stock 1,347,395,000 1,574,573,017 Convertible debt 1,014,123,286 835,839,600 Total 2,592,691,302 2,602,584,634 |
Business Combinations | Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. |
Credit losses | Credit losses In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We are currently assessing the impact of the adoption of this ASU on its financial statements. |
Related Party Transactions | Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Discontinued operations | Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. |
Income taxes | Income taxes We follow the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding our future profitability, the future tax benefits of its losses have been fully reserved. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new guidance will have on its financial statements We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Schedule of Potentially Dilutive Securities September 30, 2022 September 30, 2021 Warrants 231,173,016 192,073,017 Convertible Preferred Stock 1,347,395,000 1,574,573,017 Convertible debt 1,014,123,286 835,839,600 Total 2,592,691,302 2,602,584,634 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Schedule of Notes Receivable September 30, 2022 December 31, 2021 Secured note – Top Dog Productions Inc. $ 527,624 $ 468,750 Convertible note – ZA Group 250,000 250,000 Prepaid expenses 9,288 24,042 Accrued interest 30,622 6,811 Total Notes Receivables $ 817,534 $ 749,603 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets September 30, 2022 Cost Amortization Net Domain Name $ 172,427 $ - $ 172,427 Market Advantage 58,843 10,016 48,827 FCC Licenses 10,159,063 - 10,159,063 $ 10,390,333 $ 10,016 $ 10,380,317 |
Schedule of Future Amortization Expenses of Intangible Assets | Future amortization expense of the intangible assets is as follows: Schedule of Future Amortization Expenses of Intangible Assets For the Twelve Months Ending September 30, 2023 $ 7,512 2024 7,512 2025 7,512 2026 7,512 2027 7,512 Thereafter 11,267 Total $ 48,827 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Asset Purchase | As of September 31, 2022, we carry goodwill for the following television station asset purchases made in 2021: Schedule of Goodwill Asset Purchase KNLA - KNET acquisition $ 977,059 KVVV acquisition 613,097 KYMU acquisition 225,966 Total $ 1,816,122 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment | Schedule of Equipment Useful Life Cost Accumulated Depreciation Net Transmitter 10 $ 854,059 $ (115,420 ) $ 738,638 Antenna 10 283,029 (37,936 ) 245,093 Tech Equipment 5 446,155 (106,591 ) 339,564 Office Equipment 5 7,389 (1,970 ) 5,419 Microwave 5 22,065 (6,436 ) 15,629 $ 1,612,697 $ (268,353 ) $ 1,344,344 |
Right of Use Assets (Tables)
Right of Use Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Right Of Use Assets | |
Schedule of Remaining Right of Use Assets | Schedule of Remaining Right of Use Assets Term Accumulated (in months) Amount Amortization Net Tower Lease 1 168.5 $ 547,663 $ 54,923 $ 492,740 Tower lease - 2 88 244,079 41,545 202,534 Tower lease - 3 329 233,043 8,348 224,695 Generator lease 168.5 109,507 10,982 98,525 Studio lease - 1 214.5 280,084 20,324 259,670 Studio lease - 2 77 49,561 7,165 42,396 $ 1,463,937 $ 143,287 $ 1,320,650 |
Schedule of Remaining Lease Liability | Schedule of Remaining Lease Liability 2022 $ 56,833 2023 231,120 2024 239,780 2025 253,163 2026 261,433 Remaining 3,219,115 Lease obligations, net 4,261,445 Amount representing interest 2,794,861 Remaining lease liability 1,466,584 Less current portion - Non-current lease obligation $ 1,466,584 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of December 31 are summarized below: Schedule of Accounts Payable and Accrued Liabilities September 30, 2022 December 31. 2021 Accounts payable $ 1,151,618 $ 659,219 Customer deposits 62,563 78,812 Accrued expenses 61,698 38,238 Accrued interest 171,457 15,533 Total $ 1,447,336 $ 791,802 |
Asset Purchase (Tables)
Asset Purchase (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Asset Acquisitions | The following table shows the estimated fair values of the Los Angeles Stations’ assets acquired and liabilities assumed at the April 19, 2021 purchase date: Schedule of Asset Acquisitions ASSETS ACQUIRED Transmitter equipment $ 576,944 Technical equipment 183,841 Antenna systems 128,562 Microwave equipment 22,065 Total tangible assets acquired 911,412 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 911,412 INTANGIBLE ASSETS ACQUIRED FCC licenses 8,294,063 Transmitter site leasehold Goodwill 977,059 INTANGIBLE ASSETS ACQUIRED 9,271,122 NET ASSETS ACQUIRED $ 10,182,534 The following table shows the estimated fair values of the Houston Station’s assets acquired and liabilities assumed at the June 1, 2021 purchase date: ASSETS ACQUIRED Transmitter equipment $ 107,141 Technical equipment 71,399 Antenna systems 112,211 Furniture and equipment 7,389 Total tangible assets acquired 298,140 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 298,140 INTANGIBLE ASSETS ACQUIRED FCC licenses 530,000 Transmitter site leasehold 58,763 Goodwill 613,097 INTANGIBLE ASSETS ACQUIRED 1,201,860 NET ASSETS ACQUIRED $ 1,500,000 The following table shows the estimated fair values of the Seattle Station’s assets acquired and liabilities assumed at the September 24, 2021 purchase date: ASSETS ACQUIRED Transmitter equipment $ 169,974 Technical equipment 91,274 Antenna systems 42,256 Microwave equipment - Total tangible assets acquired 303,954 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 303,954 Goodwill INTANGIBLE ASSETS ACQUIRED FCC licenses 1,335,000 Goodwill 225,966 INTANGIBLE ASSETS ACQUIRED 1,560,966 NET ASSETS ACQUIRED $ 1,864,920 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Schedule of Convertible Notes Payable | Our convertible notes payable are as follows as of: Schedule of Convertible Notes Payable September 30, 2022 December 31, 2021 Senior Secured [a] $ 16,500,000 $ 16,500,000 Series 1 [b] 1,050,000 850,000 Series 2 [c] 250,000 - Series 3 [d] 275,000 - Series 4 [e] 220,000 - Series 5 [f] 192,500 - Series 6 [g] 55,000 - Total 18,542,500 17,350,000 Less current portion 2,042,500 850,000 Long term portion $ 16,500,000 $ 16,500,000 [a] On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $ 16,500,000 15,000,000 192,073,017 1,000 192,073,017 864,000 0.0045 The Notes have a term of thirty-six months and mature on February 17, 2024, unless earlier converted. The Notes accrue interest at a rate of 11 2,475,000 453,750 453,750 On September 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing documents (“the amendment”). The amendment also waived specified events of default. The Notes are henceforth convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $ 0.02 As part of the agreement with the Investors, we issued 192,073,017 0.025 0.020 The Series F Preferred Stock has no voting rights and shall convert into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon Common Shareholder Approval. 192,073,017 The Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of shares of our Common Stock held by the Investors and their affiliates after such conversion or exercise does not exceed 9.99% of our then issued and outstanding shares of Common Stock. [b] Series 1: We sold a total of $ 1,050,000 6 December 31, 2022 0.021 [c] Series 2: On January 6, 2022, we sold one of our shareholders a $ 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 On January 14, 2022, we sold one of our shareholders a $ 25,000 12 April 6, 2022 600,000 0.021 10,800 0.018 On February 17, 2022, we sold a $ 50,000 12 April 6, 2022 1,250,000 0.021 22,500 0.018 [d] Series 3: On February 15, 2022, we sold two $ 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 [e] Series 4: On May 5, 2022, we sold a shareholder a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 On June 24, 2022, we sold a convertible subordinate note totaling $ 110,000 12 May 5, 2023 0.02 5,000,000 0.02 [f] Series 5: On May 5, 2022, we sold an $ 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 On May 5, 2022, we sold an $ 110,000 10,000 May 5, 2023 12 5,000,000 0.02 90,000 0.018 110,000 [g] Series 6: On September 16, 2022, we sold a $ 55,000 5,000 September 16, 2023 12 0.001 55,000 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Activity | For the nine months ended September 30, 2022, a summary of our warrant activity is as follows: Schedule of Warrants Activity Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at January 1, 2022 192,573,017 $ 0.020 4.13 $ 1,926,663 $ 3,464,529 - Issued 38,600,000 $ 0.023 4.28 83,348 $ 694,800 Exercised - - - - - Expired - - - - - Outstanding and exercisable at September, 2022 231,173,016 $ 0.021 3.73 $ 1,618,876 $ 4,159,329 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Previous Year Assets Liabilities and Expenses | Schedule of Previous Year Assets Liabilities and Expenses Assets Prepaid Expenses $ - $ 37,218 Website - 10,000 Intangible Assets - License - 423,410 Assets - 470,628 Liabilities Accounts Payable & Accrued - 33,500 Liabilities - 33,500 Expenses Amortization 74,760 64,687 Selling, general and administrative 190,857 152,939 Professional fees 213,500 172,750 - Expenses $ 479,117 $ 390,376 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: Schedule of Income Tax Expense September 30, 2022 September 30, 2021 Net loss for the nine-month period $ (6,949,431 ) $ (856,777 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ (1,459,380 ) $ (179,923 ) Effect of change in tax rates - - Permanent differences - - Valuation allowance 1,459,380 179,923 Income tax expense and income tax liability $ - $ - |
Schedule of Deferred Income Tax Asset | Schedule of Deferred Income Tax Asset September 30, 2022 December 31, 2021 Tax loss carried forward $ - $ - Deferred tax assets $ 4,454,522 $ 2,995,142 Valuation allowance (4,454,522 ) (2,995,142 ) Deferred taxes recognized $ - $ - |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | Nov. 15, 2021 | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Aug. 30, 2021 | Aug. 14, 2021 | Aug. 13, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Sale of stock, consideration received on transaction | $ 250,000 | ||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 1,000,000,000 | 6,000,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 01, 2022 | Jul. 01, 2022 | Apr. 01, 2022 | |
Net income loss | $ (1,880,556) | $ (2,405,292) | $ (6,949,431) | $ (4,961,892) | $ 14,262,579 | |||
Working capital deficit | 4,373,271 | |||||||
Accumulated deficit | 22,696,452 | 22,696,452 | 15,747,021 | |||||
Interest payable | $ 2,475,000 | $ 2,475,000 | $ 453,750 | |||||
Arena Partners LP [Member] | ||||||||
Interest payable | $ 400,000 | $ 400,000 | ||||||
Arena Partners LP [Member] | Subsequent Event [Member] | ||||||||
Interest payable | $ 400,000 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,592,691,302 | 2,602,584,634 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 231,173,016 | 192,073,017 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,347,395,000 | 1,574,573,017 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,014,123,286 | 835,839,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Allowance for doubtful accounts receivable | $ 31,500 | |
Antidilutive securities | 2,592,691,302 | 2,602,584,634 |
Interest on convertible debt, net of tax | $ 19,874,163 | |
Debt conversion into stock | 1,014,123,286 | |
Common stock, conversion basis | the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. | |
Series D Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 155,000,000 | |
Series E-1 Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 1,152,500,000 | |
Series H Preferred Stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of shares, stock converted | 39,895,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 231,173,016 | 192,073,017 |
Schedule of Notes Receivable (D
Schedule of Notes Receivable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Prepaid expenses | $ 9,288 | $ 24,042 |
Accrued interest | 30,622 | 6,811 |
Total Notes Receivables | 817,534 | 749,603 |
Secured Note Top Dog Productions Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note – ZA Group | 527,624 | 468,750 |
Convertible Note Z A Group [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note – ZA Group | $ 250,000 | $ 250,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 15, 2021 | Sep. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Notes receivable | $ 817,534 | $ 749,603 | ||
Accrued interest | 30,622 | $ 6,811 | ||
Top Dog Production Inc [Member] | Secured Promissory Note [Member] | ||||
Debt instrument, interest rate during period | 5% | |||
Accrued interest | 19,626 | |||
Top Dog Production Inc [Member] | Secured Promissory Note [Member] | Maximum [Member] | ||||
Notes receivable | $ 2,000,000 | |||
ZA Group Inc [Member] | Convertible Promissory Note [Member] | ||||
Notes receivable | $ 250,000 | |||
Debt instrument, interest rate during period | 5% | |||
Accrued interest | $ 10,586 | |||
Debt instrument conversion price per share | $ 0.005 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 10,390,333 |
Amortization | 10,016 |
Net | 10,380,317 |
Domain Name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 172,427 |
Amortization | |
Net | 172,427 |
Market Advantage [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 58,843 |
Amortization | 10,016 |
Net | 48,827 |
FCC Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 10,159,063 |
Amortization | |
Net | $ 10,159,063 |
Schedule of Future Amortization
Schedule of Future Amortization Expenses of Intangible Assets (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 7,512 |
2024 | 7,512 |
2025 | 7,512 |
2026 | 7,512 |
2027 | 7,512 |
Thereafter | 11,267 |
Total | $ 48,827 |
Schedule of Goodwill Asset Purc
Schedule of Goodwill Asset Purchase (Details) - USD ($) | Sep. 30, 2022 | Sep. 24, 2021 | Jun. 01, 2021 | Apr. 19, 2021 |
Total | $ 1,816,122 | $ 225,966 | $ 613,097 | $ 977,059 |
K N L A K N E T Acquisition [Member] | ||||
Total | 977,059 | |||
K V V V Acquisition [Member] | ||||
Total | 613,097 | |||
K Y M U Acquisition [Member] | ||||
Total | $ 225,966 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 80,993 | $ (57,437) | $ 242,481 | $ 177,006 |
FCC Licenses [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,878 | $ 1,878 | $ 5,634 | $ 2,504 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,612,697 | |
Accumulated Depreciation | (268,353) | |
Net | $ 1,344,344 | $ 1,486,347 |
Transmitter [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant useful life | 10 years | |
Cost | $ 854,059 | |
Accumulated Depreciation | (115,420) | |
Net | $ 738,638 | |
Antenna [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant useful life | 10 years | |
Cost | $ 283,029 | |
Accumulated Depreciation | (37,936) | |
Net | $ 245,093 | |
Tech Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant useful life | 5 years | |
Cost | $ 446,155 | |
Accumulated Depreciation | (106,591) | |
Net | $ 339,564 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant useful life | 5 years | |
Cost | $ 7,389 | |
Accumulated Depreciation | (1,970) | |
Net | $ 5,419 | |
Microwave [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant useful life | 5 years | |
Cost | $ 22,065 | |
Accumulated Depreciation | (6,436) | |
Net | $ 15,629 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 52,339 | $ 78,440 | $ 156,517 | $ 66,065 |
Schedule of Remaining Right of
Schedule of Remaining Right of Use Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right of use asset before accumulated amortization | $ 1,463,937 | |
Operating lease, accumulated amortization | 143,287 | |
Operating lease, right-of-use asset | $ 1,320,650 | $ 1,400,980 |
Tower Lease - 1 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 168 months 15 days | |
Operating lease right of use asset before accumulated amortization | $ 547,663 | |
Operating lease, accumulated amortization | 54,923 | |
Operating lease, right-of-use asset | $ 492,740 | |
Tower Lease - 2 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 88 months | |
Operating lease right of use asset before accumulated amortization | $ 244,079 | |
Operating lease, accumulated amortization | 41,545 | |
Operating lease, right-of-use asset | $ 202,534 | |
Tower Lease - 3 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 329 months | |
Operating lease right of use asset before accumulated amortization | $ 233,043 | |
Operating lease, accumulated amortization | 8,348 | |
Operating lease, right-of-use asset | $ 224,695 | |
Generator Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 168 months 15 days | |
Operating lease right of use asset before accumulated amortization | $ 109,507 | |
Operating lease, accumulated amortization | 10,982 | |
Operating lease, right-of-use asset | $ 98,525 | |
Studio Lease - 1 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 214 months 15 days | |
Operating lease right of use asset before accumulated amortization | $ 280,084 | |
Operating lease, accumulated amortization | 20,324 | |
Operating lease, right-of-use asset | $ 259,670 | |
Studio Lease - 2 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating lease term of contract | 77 months | |
Operating lease right of use asset before accumulated amortization | $ 49,561 | |
Operating lease, accumulated amortization | 7,165 | |
Operating lease, right-of-use asset | $ 42,396 |
Schedule of Remaining Lease Lia
Schedule of Remaining Lease Liability (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Right Of Use Assets | ||
2022 | $ 56,833 | |
2023 | 231,120 | |
2024 | 239,780 | |
2025 | 253,163 | |
2026 | 261,433 | |
Remaining | 3,219,115 | |
Lease obligations, net | 4,261,445 | |
Amount representing interest | 2,794,861 | |
Remaining lease liability | 1,466,584 | |
Less current portion | $ 3,767 | |
Non-current lease obligation | $ 1,466,584 | $ 1,464,728 |
Right of Use Assets (Details Na
Right of Use Assets (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee operating lease discount rate | 15% | |
Operating lease liability | $ 1,466,584 | |
Current portion of lease liability | $ 3,767 | |
Non-current portion of lease liability | $ 1,466,584 | $ 1,464,728 |
Minimum [Member] | ||
Lessee operating lease term of contract | 80 months | |
Maximum [Member] | ||
Lessee operating lease term of contract | 332 months |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,151,618 | $ 659,219 |
Customer deposits | 62,563 | 78,812 |
Accrued expenses | 61,698 | 38,238 |
Accrued interest | 171,457 | 15,533 |
Total | $ 1,447,336 | $ 791,802 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Sep. 13, 2022 | Jul. 28, 2022 | Jun. 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Accrued expenses | $ 61,698 | $ 38,238 | |||
Third Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash | $ 125,000 | ||||
Daily repayment | 1,837 | ||||
Payment on related party | $ 183,750 | ||||
Related party, owe | 45,938 | ||||
Accrued expenses | 14,688 | ||||
Third Party One [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash | $ 125,000 | ||||
Daily repayment | 1,562 | ||||
Payment on related party | $ 44,970 | $ 187,375 | |||
Related party, owe | 118,647 | ||||
Accrued expenses | 39,504 | ||||
Third Party Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash | 25,000 | ||||
Daily repayment | $ 1,499 | ||||
Related party, owe | 25,483 | ||||
Accrued expenses | $ 8,483 |
Securities Exchange Agreements
Securities Exchange Agreements (Details Narrative) - USD ($) | Feb. 16, 2021 | Feb. 16, 2021 | Sep. 30, 2022 | Aug. 31, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | Sep. 24, 2021 | Aug. 30, 2021 | Aug. 14, 2021 | Aug. 13, 2021 | Jun. 01, 2021 | Apr. 19, 2021 | Feb. 13, 2021 |
Common stock par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 1,000,000,000 | 6,000,000,000 | |||||||
Goodwill | $ 1,816,122 | $ 225,966 | $ 613,097 | $ 977,059 | |||||||||
Common Stock [Member] | |||||||||||||
Common stock par value | $ 0.02 | ||||||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | |||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 500,000,000 | ||||||||||
Goodwill | $ 4,224,962 | $ 4,224,962 | |||||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Common Stock [Member] | |||||||||||||
Issuance of convertible shares | 2,305,000,000 | ||||||||||||
Diluted shares conversion percentage | 59% | ||||||||||||
Share Exchange Agreement [Member] | Series B Preferred Stock [Member] | Jeffrey Canouse [Member] | Sovryn Holdings, Inc [Member] | |||||||||||||
Issuance of shares | $ 100 | ||||||||||||
Share Exchange Agreement [Member] | Series E Preferred Stock [Member] | Sovryn Holdings, Inc [Member] | |||||||||||||
Issuance of shares | 1,000 | ||||||||||||
Issuance of value acquisitions | $ 4,225,062 | ||||||||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | |||||||||||||
Equity method investment ownership percentage | 100% | 100% |
Schedule of Asset Acquisitions
Schedule of Asset Acquisitions (Details) - USD ($) | Sep. 30, 2022 | Sep. 24, 2021 | Jun. 01, 2021 | Apr. 19, 2021 |
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | $ 303,954 | $ 298,140 | $ 911,412 | |
Total liabilities assumed | ||||
NET TANGIBLE ASSETS ACQUIRED | 303,954 | 298,140 | 911,412 | |
FCC licenses | 1,335,000 | 530,000 | 8,294,063 | |
Transmitter site leasehold | 58,763 | |||
Goodwill | $ 1,816,122 | 225,966 | 613,097 | 977,059 |
INTANGIBLE ASSETS ACQUIRED | 1,560,966 | 1,201,860 | 9,271,122 | |
NET ASSETS ACQUIRED | 1,864,920 | 1,500,000 | 10,182,534 | |
Transmitter Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | 169,974 | 107,141 | 576,944 | |
Technical Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | 91,274 | 71,399 | 183,841 | |
Antenna Systems [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | 42,256 | 112,211 | 128,562 | |
Microwave Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | $ 22,065 | |||
Furniture And Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total tangible assets acquired | $ 7,389 |
Asset Purchase (Details Narrati
Asset Purchase (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Apr. 19, 2021 | Jun. 01, 2021 | Sep. 24, 2021 | |
Sovryn Holdings, Inc [Member] | |||
Asset Acquisition [Line Items] | |||
Payments to acquire licenses | $ 10,182,534 | $ 1,500,000 | $ 1,864,920 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Apr. 27, 2022 | Jan. 14, 2022 | Dec. 28, 2021 | Sep. 30, 2022 | Jun. 26, 2022 | Feb. 17, 2021 |
Short-Term Debt [Line Items] | ||||||
Purchase of warrants | 500,000 | |||||
Warrant maturity date | Dec. 31, 2023 | |||||
Warrants and rights outstanding | $ 9,000 | $ 864,000 | ||||
Warrant exercise price | $ 0.025 | |||||
Unsecured Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Debt fees payable | $ 15,000 | |||||
Unsecured Debt One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Sale of notes payable | $ 150,000 | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Debt fees payable | $ 15,000 | |||||
January 14, 2022 [Member] | Unsecured Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, outstanding | $ 120,000 | |||||
Promissory Note [Member] | December 28, 2022 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, outstanding | 500,000 | |||||
Unsecured Notes Payable One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Sale of notes payable | $ 125,000 | |||||
Debt instrument, maturity date | Dec. 31, 2022 | |||||
Debt original discount | $ 12,500 | |||||
Unsecured Notes Payable One [Member] | January 14, 2022 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, outstanding | 135,000 | |||||
Unsecured Notes Payable One [Member] | April 27, 2022 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, outstanding | $ 125,000 | |||||
Unsecured Notes PayableTwo [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants and rights outstanding | $ 45,000 | |||||
Unsecured Notes PayableTwo [Member] | Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Purchase of warrants | 2,500,000 | |||||
Share issued price per share | $ 0.018 | |||||
Warrant exercise price | $ 0.025 | |||||
Z4 ManagementLLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Sale of notes payable | $ 500,000 | |||||
Debt instrument interest rate stated percentage | 12% | |||||
Debt instrument, maturity date | Apr. 05, 2022 | |||||
Purchase of warrants | 500,000 | |||||
Warrant maturity date | Dec. 31, 2023 | |||||
Share issued price per share | $ 0.018 | $ 0.025 | ||||
Warrants and rights outstanding | $ 9,000 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Total | $ 18,542,500 | $ 17,350,000 | |
Less current portion | 2,042,500 | 850,000 | |
Long term portion | 16,500,000 | 16,500,000 | |
Senior Secured [Member] | |||
Total | [1] | 16,500,000 | 16,500,000 |
Series 1 [Member] | |||
Total | [2] | 1,050,000 | 850,000 |
Series 2 [Member] | |||
Total | [3] | 250,000 | |
Series 3 [Member] | |||
Total | [4] | 275,000 | |
Series 4 [Member] | |||
Total | [5] | 220,000 | |
Series 5 [Member] | |||
Total | [6] | 192,500 | |
Series Six [Member] | |||
Total | [7] | $ 55,000 | |
[1]On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $ 16,500,000 15,000,000 192,073,017 1,000 192,073,017 864,000 0.0045 1,050,000 6 December 31, 2022 0.021 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 110,000 12 May 5, 2023 0.02 5,000,000 0.02 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 55,000 5,000 September 16, 2023 12 0.001 55,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 16, 2022 | Jun. 24, 2022 | May 05, 2022 | Apr. 27, 2022 | Feb. 17, 2022 | Jan. 14, 2022 | Jan. 06, 2022 | Feb. 17, 2021 | Feb. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 28, 2021 | Oct. 11, 2021 | Sep. 24, 2021 | ||
Convertible notes payable | $ 18,542,500 | $ 17,350,000 | ||||||||||||||
Purchase of warrants | 500,000 | |||||||||||||||
Adjustment of warrants | $ 9,000 | |||||||||||||||
Warrant exercise price | $ 0.025 | |||||||||||||||
Warrants and rights outstanding | $ 864,000 | $ 9,000 | ||||||||||||||
Share issued price per share | $ 0.001 | $ 0.001 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Share issued price per share | $ 0.02 | |||||||||||||||
Series 1 [Member] | ||||||||||||||||
Convertible notes payable | [1] | $ 1,050,000 | $ 850,000 | |||||||||||||
Series 2 [Member] | ||||||||||||||||
Convertible notes payable | [2] | 250,000 | ||||||||||||||
Series 3 [Member] | ||||||||||||||||
Convertible notes payable | [3] | 275,000 | ||||||||||||||
Series 4 [Member] | ||||||||||||||||
Convertible notes payable | [4] | 220,000 | ||||||||||||||
Series 4 [Member] | Common Stock [Member] | ||||||||||||||||
Shares issued | $ 0.02 | $ 0.02 | ||||||||||||||
Series 5 [Member] | ||||||||||||||||
Convertible notes payable | [5] | 192,500 | ||||||||||||||
Series Six [Member] | ||||||||||||||||
Convertible notes payable | [6] | 55,000 | ||||||||||||||
Unsecured Notes Payable One [Member] | ||||||||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||||||
Issue discount | $ 12,500 | |||||||||||||||
Unsecured Notes Payable One [Member] | Series 1 [Member] | ||||||||||||||||
Convertible notes payable | $ 1,050,000 | |||||||||||||||
Shares issued | $ 0.021 | |||||||||||||||
Interest rate, percentage | 6% | |||||||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||||||
Unsecured Notes PayableTwo [Member] | ||||||||||||||||
Warrants and rights outstanding | $ 45,000 | |||||||||||||||
Unsecured Notes PayableTwo [Member] | Common Stock [Member] | ||||||||||||||||
Purchase of warrants | 2,500,000 | |||||||||||||||
Shares issued | $ 0.018 | |||||||||||||||
Warrant exercise price | $ 0.025 | |||||||||||||||
Unsecured Notes PayableTwo [Member] | Series 2 [Member] | ||||||||||||||||
Shares issued | $ 0.018 | $ 0.018 | ||||||||||||||
Interest rate, percentage | 12% | 12% | 12% | |||||||||||||
Maturity date | Apr. 06, 2022 | Apr. 06, 2022 | Apr. 06, 2022 | |||||||||||||
Proceeds from unsecured note payable | $ 50,000 | $ 25,000 | $ 250,000 | |||||||||||||
Warrant exercise price | $ 0.021 | $ 0.021 | ||||||||||||||
Warrants and rights outstanding | $ 22,500 | $ 10,800 | $ 112,500 | |||||||||||||
Unsecured Notes PayableTwo [Member] | Series 2 [Member] | Common Stock [Member] | ||||||||||||||||
Purchase of warrants | 1,250,000 | 600,000 | 6,250,000 | |||||||||||||
Shares issued | $ 0.018 | |||||||||||||||
Warrant exercise price | $ 0.021 | |||||||||||||||
Unsecured Notes Payable Three [Member] | ||||||||||||||||
Warrants and rights outstanding | $ 90,000 | |||||||||||||||
Unsecured Notes Payable Three [Member] | Common Stock [Member] | ||||||||||||||||
Share issued price per share | $ 0.018 | |||||||||||||||
Unsecured Notes Payable Three [Member] | Series 3 [Member] | ||||||||||||||||
Interest rate, percentage | 11.25% | |||||||||||||||
Maturity date | Feb. 23, 2023 | |||||||||||||||
Proceeds from unsecured note payable | $ 137,500 | |||||||||||||||
Issue discount | $ 15,000 | |||||||||||||||
Unsecured Notes Payable Three [Member] | Series 3 [Member] | Common Stock [Member] | ||||||||||||||||
Purchase of warrants | 2,500,000 | |||||||||||||||
Warrant exercise price | $ 0.10 | |||||||||||||||
Unsecured Notes Payable Four [Member] | Series 4 [Member] | ||||||||||||||||
Interest rate, percentage | 12% | 12% | ||||||||||||||
Maturity date | May 05, 2023 | May 05, 2023 | ||||||||||||||
Proceeds from unsecured note payable | $ 110,000 | $ 110,000 | ||||||||||||||
Unsecured Notes Payable Four [Member] | Series 4 [Member] | Common Stock [Member] | ||||||||||||||||
Purchase of warrants | 5,000,000 | 5,000,000 | ||||||||||||||
Debt instrument convertible | $ 0.02 | $ 0.02 | ||||||||||||||
Unsecured Notes Payable Five [Member] | Series 5 [Member] | ||||||||||||||||
Purchase of warrants | 3,750,000 | |||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||
Maturity date | May 05, 2023 | |||||||||||||||
Warrant exercise price | $ 0.02 | |||||||||||||||
Warrants and rights outstanding | $ 67,500 | |||||||||||||||
Issue discount | $ 7,500 | |||||||||||||||
Share issued price per share | $ 0.018 | |||||||||||||||
Notes payable | $ 82,500 | |||||||||||||||
Unsecured Notes Payable Six [Member] | ||||||||||||||||
Notes payable | $ 55,000 | |||||||||||||||
Unsecured Notes Payable Six [Member] | Series 5 [Member] | ||||||||||||||||
Purchase of warrants | 5,000,000 | |||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||
Maturity date | May 05, 2023 | |||||||||||||||
Warrant exercise price | $ 0.02 | |||||||||||||||
Warrants and rights outstanding | $ 90,000 | |||||||||||||||
Issue discount | $ 10,000 | |||||||||||||||
Share issued price per share | $ 0.018 | |||||||||||||||
Notes payable | $ 110,000 | |||||||||||||||
Unsecured Notes Payable Six [Member] | Series Six [Member] | ||||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||
Maturity date | Sep. 16, 2023 | |||||||||||||||
Issue discount | $ 5,000 | |||||||||||||||
Share issued price per share | $ 0.001 | |||||||||||||||
Notes payable | $ 55,000 | |||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||
Share issued price per share | $ 0.0045 | |||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||
Debt instrument face amount | $ 16,500,000 | |||||||||||||||
Convertible notes payable | $ 15,000,000 | |||||||||||||||
Purchase of warrants | 192,073,017 | |||||||||||||||
Shares issued | $ 0.0045 | $ 0.020 | ||||||||||||||
Interest rate, percentage | 11% | |||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Common Stock [Member] | ||||||||||||||||
Shares issued | $ 0.02 | |||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | ||||||||||||||||
Purchase of warrants | 1,000 | 192,073,017 | 192,073,017 | |||||||||||||
Adjustment of warrants | $ 864,000 | |||||||||||||||
[1]We sold a total of $ 1,050,000 6 December 31, 2022 0.021 250,000 12 April 6, 2022 6,250,000 0.021 112,500 0.018 137,500 11.25 February 23, 2023 15,000 2,500,000 0.10 90,000 0.018 0.02 110,000 12 May 5, 2023 0.02 5,000,000 0.02 82,500 7,500 May 5, 2023 12 3,750,000 0.02 67,500 0.018 82,500 55,000 5,000 September 16, 2023 12 0.001 55,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 17, 2022 | Oct. 11, 2021 | Feb. 17, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Sep. 24, 2021 |
Interest payable current | $ 2,475,000 | $ 453,750 | |||||
Purchase of warrants | 500,000 | ||||||
Warrant exercise price | $ 0.025 | ||||||
Warrants and rights outstanding | $ 864,000 | $ 9,000 | |||||
Unsecured Notes Payable [Member] | |||||||
Interest rate, percentage | 12% | ||||||
Proceeds from unsecured note payable | $ 50,000 | ||||||
Maturity date | Apr. 06, 2022 | ||||||
Warrants and rights outstanding | $ 22,500 | ||||||
Common Stock [Member] | Unsecured Notes Payable [Member] | |||||||
Shares issued price per share | $ 0.018 | ||||||
Purchase of warrants | 1,250,000 | ||||||
Warrant exercise price | $ 0.021 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||
Debt conversion description | The Notes accrue interest at a rate of 11% per annum, subject to increase to 20% per annum upon default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding the above, at our election, any interest payable on an applicable payment date may be paid in registered shares of our Common Stock in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average volume-weighted average price of our Common Stock for the five (5) days immediately preceding the date of conversion. | ||||||
Interest rate, percentage | 11% | ||||||
Interest payable current and noncurrent | 2,475,000 | $ 453,750 | |||||
Interest payable current | $ 453,750 | ||||||
Shares issued price per share | $ 0.0045 | $ 0.020 | |||||
Purchase of warrants | 192,073,017 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | |||||||
Purchase of warrants | 192,073,017 | 1,000 | 192,073,017 | ||||
Preferred Stock, Voting Rights | The Series F Preferred Stock has no voting rights and shall convert into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon Common Shareholder Approval. | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Common Stock [Member] | |||||||
Shares issued price per share | $ 0.02 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | |||||||
Shares issued price per share | $ 0.025 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Mar. 02, 2022 | Nov. 02, 2021 | Oct. 11, 2021 | Apr. 07, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 01, 2022 | Jan. 02, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Fair value adjustment of warrants | $ 9,000 | ||||||||||||
Issuance of conversion shares, shares | 667,984 | ||||||||||||
Mr. Canouse [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion value | 1,500,000 | ||||||||||||
Phil Falcone [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion shares, shares | 100 | ||||||||||||
Jeff Canouse [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion value | 461,000 | ||||||||||||
Issuance of conversion shares, shares | $ 1,500 | ||||||||||||
Jeff Canouse [Member] | Series B Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion value | 100 | ||||||||||||
Jeff Canouse [Member] | Series E-1 Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion value | 461,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of conversion value | 255,555,556 | 192,073,017 | 192,073,017 | 75,000,000 | |||||||||
Issuance of conversion shares, shares | |||||||||||||
Board of Directors Chairman [Member] | Mr. Zenna [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 0 | $ 0 | |||||||||||
Price per shares | $ 0.025 | ||||||||||||
Fair value adjustment of warrants | $ 9,000 | ||||||||||||
Board of Directors Chairman [Member] | Mr. Zenna [Member] | Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price per shares | $ 0.018 | ||||||||||||
Mr. Zenna [Member] | Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired, shares | 500,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due from related parties current | $ 28,658 | 28,658 | |||||||||||
Chief Executive Officer [Member] | Philip Falcone [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 40,000 | $ 0 | |||||||||||
Monthly renmuneration | $ 35,000 | ||||||||||||
Payment for bonus | $ 255,794 | $ 488,934 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | 9 Months Ended | |||||||||
Nov. 11, 2021 | Nov. 02, 2021 | Oct. 11, 2021 | Sep. 16, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 15, 2022 | Dec. 31, 2021 | |
Debt instrument converted shares | 1,014,123,286 | |||||||||
Conversion of convertible securities | $ 667,984 | |||||||||
Issuance of value | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Exchange Agreement [Member] | ||||||||||
Conversion of preferred shares | 1,000 | |||||||||
Common Stock [Member] | ||||||||||
Conversion of convertible securities, shares | 255,555,556 | 192,073,017 | 192,073,017 | 75,000,000 | ||||||
Conversion of convertible securities | ||||||||||
Issuance of value | $ 1,500 | |||||||||
Common stock, par value | $ 0.02 | |||||||||
Issuance of shares | 1,500,000 | |||||||||
Common Stock [Member] | Exchange Agreement [Member] | ||||||||||
Conversion of preferred shares | 39,895,000 | |||||||||
Number of shares issued | 1,091,388,889 | |||||||||
Stock cancelled | $ 39,895,000 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 10,000 | 10,000 | ||||||||
Voting rights, description | Holders of Series C Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. As of September 30, 2022 and December 31, 2021, no shares of Series C Preferred Stock are outstanding | |||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||
Series D Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 230,000 | 230,000 | ||||||||
Debt instrument conversion percentage | 4.99% | |||||||||
Temporary equity, stated value | $ 3.32 | |||||||||
Notes payable | $ 1,028,000 | |||||||||
Interest payable | $ 230,000 | |||||||||
Conversion of convertible securities, shares | 75,000 | |||||||||
Preferred stock, shares outstanding | 155,000 | |||||||||
Temporary equity, shares outstanding | 155,000 | 0 | ||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Debt instrument converted shares | 1,000 | |||||||||
Series D Preferred Stock [Member] | Maximum [Member] | ||||||||||
Debt instrument conversion percentage | 9.99% | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 1,000 | 1,000 | ||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||
Series E Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||
Conversion of convertible securities, shares | 1,000 | |||||||||
Conversion of preferred shares | 1,000 | |||||||||
Conversion of convertible securities | $ 4,225,062 | |||||||||
Series E-1 Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 1,152,500 | 1,152,500 | ||||||||
Temporary equity, shares outstanding | 1,152,500 | 0 | ||||||||
Series E-1 Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||
Number of shares issued | 1,152,500 | |||||||||
Series E-1 Convertible Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 1,152,500 | |||||||||
Conversion of preferred shares | 1,000 | |||||||||
Temporary equity, shares outstanding | 1,152,500 | |||||||||
Series F Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 1,000 | 1,000 | ||||||||
Conversion of convertible securities, shares | 1,000 | 1,000 | ||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||
Issuance of value | $ 864,000 | |||||||||
Common stock, par value | $ 0.0045 | |||||||||
Series G Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 4,600 | 4,600 | ||||||||
Conversion of convertible securities, shares | 4,600 | |||||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||||
Issuance of value | $ 1,000 | |||||||||
Temporary equity, value, subscriptions | $ 4,600,000 | |||||||||
Issuance of shares | 4,600 | |||||||||
Series H Preferred Stock [Member] | ||||||||||
Temporary equity, shares authorized | 39,895 | 39,895 | ||||||||
Temporary equity, shares outstanding | 39,895 | 39,895 | ||||||||
Temporary equity, shares remaining outstanding | 39,895 | 39,895 | ||||||||
Series H Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||
Conversion of preferred shares | 39,895 | |||||||||
Number of shares issued | 39,895 | |||||||||
Conversion of preferred value | $ 3,989,500 | |||||||||
CZJ License, Inc [Member] | ||||||||||
Share issued price per share | $ 10 | |||||||||
Number of shares acquired, shares | 300,000 | |||||||||
CZJ License, Inc [Member] | Maximum [Member] | ||||||||||
Number of shares acquired, shares | 300,000 | |||||||||
Sovryn Holdings, Inc [Member] | Series E Preferred Stock [Member] | ||||||||||
Number of shares acquired, shares | 1,000 | |||||||||
Number of shares issued on acquisition | $ 4,225,062 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, beginning balance | shares | 192,573,017 |
Weighted average exercise price, beginning balance | $ 0.020 |
Weighted average life (years) | 4 years 1 month 17 days |
Weighted average grant fair value, beginning balance | $ 1,926,663 |
Aggregate intrinsic value , beginning balance | $ | $ 3,464,529 |
Number of warrants, issued | shares | 38,600,000 |
Weighted average exercise price, issued | $ 0.023 |
Weighted average life (years), issued | 4 years 3 months 10 days |
Weighted average grant date fair value, issued | $ 83,348 |
Aggregate intrinsic value, issued | $ | $ 694,800 |
Number of warrants, exercised | shares | |
Weighted average exercise price, Exercised | |
Weighted average life (years), exercised | |
Weighted average grant date fair value, exercised | |
Aggregate intrinsic value, exercised | $ | |
Number of warrants, expired | shares | |
Weighted average exercise price, Expired | |
Weighted average grant date fair value, expired | |
Weighted average grant date fair value, expired | |
Aggregate intrinsic value, expired | $ | |
Number of warrants, ending balance | shares | 231,173,016 |
Weighted average exercise price, ending balance | $ 0.021 |
Weighted average life (years) | 3 years 8 months 23 days |
Weighted average grant fair value, ending balance | $ 1,618,876 |
Aggregate intrinsic value, ending balance | $ | $ 4,159,329 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Feb. 17, 2021 | Jul. 17, 2020 | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Aug. 30, 2021 | Aug. 14, 2021 | Aug. 13, 2021 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares designated | 48,617,400 | 48,617,400 | |||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 500,000,000 | 1,000,000,000 | 6,000,000,000 | |||
Common stock, shares outstanding | 1,599,095,027 | 1,599,095,027 | |||||||
Warrants issued | 500,000 | ||||||||
Warrant outstanding | $ 864,000 | $ 9,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Warrant exercisable | $ 0.025 | ||||||||
Warrant maturity date | Dec. 31, 2023 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0045 | $ 0.018 | |||||||
Arena Partners LLP [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 192,073,017 | ||||||||
Issuance of warrants, description | Warrants to Arena Investors that are exercisable for a five-year period from the date of issuance and, based on an amendment made on September 24, 2021, the Warrants may be converted into our Common Stock at $0.02 per share, subject to a maximum ownership limit of 9.99% | ||||||||
Director [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split | 25 to 1 share | ||||||||
Majority Stockholder [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split | 10 to 1 share | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 100 | 100 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, voting rights | Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor conversion feature | Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total vote of Common stockholders. The Series B Preferred Stockholder is entitled to 51% voting rights regardless of the number of common shares or other voting shares issued by the company at any time | |||||||
Preferred stock, shares outstanding | 100 | 100 | |||||||
Series B Preferred Stock [Member] | Mr. Canouse [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of shares | 100 | ||||||||
Series B Preferred Stock [Member] | License Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 100 | ||||||||
Preferred stock, par value | $ 0.001 |
Schedule of Previous Year Asset
Schedule of Previous Year Assets Liabilities and Expenses (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Prepaid Expenses | $ 37,218 | |
Website | 10,000 | |
Intangible Assets - License | 423,410 | |
Assets | 470,628 | |
Accounts Payable & Accrued | 33,500 | |
Liabilities | 33,500 | |
Amortization | 74,760 | 64,687 |
Selling, general and administrative | 190,857 | 152,939 |
Professional fees | 213,500 | 172,750 |
Expenses | $ 479,117 | $ 390,376 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - $ / shares | Nov. 15, 2021 | Feb. 16, 2021 |
Purchase and Sale Agreement [Member] | ||
Agreement description | we entered into a Purchase and Sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At Closing, the ZA Group Inc. delivered a convertible promissory note with a principal amount equal to the purchase price. The interest rate on the note was 5% per annum and matures on November 5, 2023. The note may be converted, from time to time, after 180 days from the issuance date of the note into common stock of ZA Group Inc., at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc. | |
CZJ License, Inc [Member] | ||
Number of shares acquired, shares | 300,000 | |
Share issued price per share | $ 10 | |
CZJ License, Inc [Member] | Maximum [Member] | ||
Number of shares acquired, shares | 300,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jan. 12, 2022 | Feb. 17, 2021 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 01, 2022 | Dec. 28, 2021 | Oct. 20, 2021 | |
Periodic payment | $ 25,000 | |||||||||||
Service fee | $ 416,019 | $ 741,296 | $ 2,556,767 | $ 1,745,592 | ||||||||
Warrant exercise price | $ 0.025 | |||||||||||
Warrants and rights outstanding | $ 864,000 | $ 9,000 | ||||||||||
IPO [Member] | ||||||||||||
Sale of stock description | we grant EF Hutton an option to acquire up to 15% of the total number of securities we offer , provide an underwriting discount of 7% of the total gross proceeds, provide warrants equal to 5% of the aggregate number of shares of Common Stock sold in the offering, warrants to be exercisable at any time in whole or in part for 4 ½ years commencing 6 months from the effective date of offering at a price per share equal to 100% of the public offering price per security. EF Hutton may also provide advisory services for a cash fee of 7% of capital raised for equity placements, 6% for debt placements, closing warrants equal to 3% of aggregate proceeds sold in offering with the warrants to expire in 5 years. We agree to pay expenses for marketing, promotional materials and other costs associated with the work | |||||||||||
Top Dog Productions Inc [Member] | Common Stock [Member] | ||||||||||||
Business acquisition, shares issuable, value | $ 12,500,000 | |||||||||||
Arena Partners LC [Member] | ||||||||||||
Interest payable | $ 400,000 | |||||||||||
Interest rate, percentage | 20% | |||||||||||
Security Agreement [Member] | ||||||||||||
Proceeds from loans | $ 16,500,000 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Service fee | $ 600,000 | |||||||||||
Consultant fee | 450,000 | |||||||||||
Professional fees payable | 150,000 | |||||||||||
Warrants and rights outstanding | $ 160,000 | |||||||||||
Consulting Agreement [Member] | Warrant [Member] | ||||||||||||
Stock issued during period shares acquisitions | 160,000,000 | |||||||||||
Consulting Agreement [Member] | Common Stock [Member] | ||||||||||||
Warrant exercise price | $ 0.025 | |||||||||||
Consulting Agreement [Member] | First Two Months [Member] | ||||||||||||
Periodic payment | 25,000 | |||||||||||
Consulting Agreement [Member] | Remaining Four Months [Member] | ||||||||||||
Periodic payment | $ 10,000 | |||||||||||
Service Agreement [Member] | ||||||||||||
Service fee | $ 30,000 | |||||||||||
Jeffrey Canouse [Member] | ||||||||||||
Management fees | $ 24,487 | $ 0 | ||||||||||
Third Party [Member] | Consulting Agreement [Member] | ||||||||||||
Service fee | $ 30,000 | |||||||||||
Consultant fee | $ 100,000 |
Schedule of Income Tax Expense
Schedule of Income Tax Expense (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss for the nine-month period | $ (6,949,431) | $ (856,777) |
Statutory and effective tax rates | 21% | 21% |
Income taxes expenses (recovery) at the effective rate | $ (1,459,380) | $ (179,923) |
Effect of change in tax rates | ||
Permanent differences | ||
Valuation allowance | 1,459,380 | 179,923 |
Income tax expense and income tax liability |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Asset (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax loss carried forward | ||
Deferred tax assets | 4,454,522 | 2,995,142 |
Valuation allowance | (4,454,522) | (2,995,142) |
Deferred taxes recognized |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | Sep. 30, 2022 USD ($) |
Expire in 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax losses | $ 14 |