Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | DIGITAL LOCATIONS, INC. | ||
Entity Central Index Key | 0001407878 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 665,688,783 | ||
Entity Public Float | $ 773,038 | ||
Document Annual Report | true | ||
Entity File Number | 000-54817 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-5451302 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Entity Address City Or Town | Santa Barbara | ||
Entity Address State Or Province | CA | ||
City Area Code | 805 | ||
Local Phone Number | 456-7000 | ||
Document Transition Report | false | ||
Entity Address Address Line 1 | 1117 State Street | ||
Entity Address Postal Zip Code | 93101 | ||
Security 12g Title | Common Stock, $0.001 par value per share | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX | ||
Auditor Firm Id | 2738 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 31,113 | $ 68,366 |
Total current assets | 31,113 | 68,366 |
Other assets: | ||
Deposits | 500 | 0 |
Intangible assets, net | 6,000 | 8,000 |
Total assets | 37,613 | 76,366 |
Current liabilities: | ||
Accounts payable | 113,187 | 127,067 |
Accounts payable - related party | 10,000 | 30,000 |
Accrued expenses and other current liabilities | 3,729 | 4,275 |
Accrued interest, notes payable | 53,212 | 57,958 |
Derivative liabilities | 1,233,679 | 5,925,214 |
ASSETS | ||
Convertible notes payable, in default | 29,500 | 69,895 |
Convertible notes payable - related parties ($25,980 in default) | 58,600 | 58,600 |
Convertible notes payable, net of discount of $22,834 and $155,991, at December 31, 2022 and 2021, respectively | 15,916 | 62,759 |
Total current liabilities | 1,517,823 | 6,335,768 |
Long-term liabilities - convertible notes payable, net of discount of $600,767 and $800,657, at December 31, 2022 and 2021, respectively | 399,233 | 199,343 |
Total liabilities | 1,917,056 | 6,535,111 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 604,150,321 and 276,383,093 shares issued and outstanding at December 31, 2022 and 2021, respectively | 604,150 | 276,383 |
Additional paid-in capital | 42,196,857 | 39,412,236 |
Accumulated deficit | (50,164,550) | (51,133,564) |
Total stockholders' deficit | (7,363,543) | (11,444,945) |
Total liabilities, mezzanine and stockholders' deficit | 37,613 | 76,366 |
Preferred Stock Series B [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 1,424,100 | 1,446,200 |
Preferred Stock Series E [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 4,060,000 | $ 3,540,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible notes payable - related parties - in default | $ 25,980 | $ 25,980 |
Convertible notes payable, net of discount | 22,834 | 155,991 |
Long-term liabilities - convertible notes payable, net of discount | $ 600,767 | $ 800,657 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 604,150,321 | 276,383,093 |
Common stock, shares outstanding | 604,150,321 | 276,383,093 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock stated value | $ 100 | $ 100 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock Series B [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred Stock shares issued | 14,241 | 14,462 |
Preferred Stock shares outstanding | 14,241 | 14,462 |
Preferred Stock Series E [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred Stock shares issued | 40,600 | 35,400 |
Preferred Stock shares outstanding | 40,600 | 35,400 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | ||
Revenues | $ 23,068 | $ 24,029 |
Operating expenses: | ||
General and administrative | 3,656,684 | 2,625,881 |
Depreciation and amortization | 2,000 | 2,000 |
Impairment of assets | 0 | 2,096,089 |
Total operating expenses | 3,658,684 | 4,723,970 |
Loss from operations | (3,635,616) | (4,699,941) |
Other income (expense): | ||
Interest expense | (509,633) | (919,095) |
Gain on change in derivative liabilities | 5,108,229 | 8,979,516 |
Gain (loss) on extinguishment of debt | 6,034 | (16,490,508) |
Total other income (expense) | 4,604,630 | (8,420,586) |
Income (loss) before income taxes | 969,014 | (13,120,527) |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ 969,014 | $ (13,120,527) |
Weighted average number of common shares: | ||
Weighted average number of common shares:Basic | 433,143,911 | 195,725,543 |
Weighted average number of common shares:Diluted | 4,337,208,296 | 195,725,543 |
Net income (loss) per common share: | ||
Basic | $ 0 | $ (0.07) |
Diluted | $ 0 | $ (0.07) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Deficit - USD ($) | Total | Series B, Preferred Stock [Member] | Series E, Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 15,055 | 133,337,561 | ||||
Balance, amount at Dec. 31, 2020 | $ (16,441,991) | $ 1,505,500 | $ 0 | $ 133,338 | $ 21,437,708 | $ (38,013,037) |
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 76,063,187 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, amount | 402,516 | 0 | 0 | $ 76,063 | 326,453 | 0 |
Issuance of common stock for services, shares | 27,449,011 | |||||
Issuance of common stock for services, amount | 416,200 | $ 0 | 0 | $ 27,449 | 388,751 | 0 |
Issuance of common stock for conversion of Series B preferred stock, shares | (593) | 39,533,334 | ||||
Issuance of common stock for conversion of Series B preferred stock, amount | 59,300 | $ (59,300) | $ 0 | $ 39,533 | 19,767 | 0 |
Issuance of Series E preferred stock for conversion of notes payable and accrued interest payable, shares | 34,900 | |||||
Issuance of Series E preferred stock for conversion of notes payable and accrued interest payable, amount | 16,490,504 | 0 | $ 3,490,000 | 0 | 16,490,504 | 0 |
Issuance of Series E preferred stock for cash, shares | 500 | |||||
Issuance of Series E preferred stock for cash, amount | 0 | 0 | $ 50,000 | 0 | 0 | 0 |
Issuance of consultant stock options | (4,725,180) | 0 | 0 | 0 | (4,725,180) | 0 |
Vesting of consultant stock options | 1,699,964 | 0 | 0 | 0 | 1,699,964 | 0 |
Settlement of derivative liabilities | 3,774,269 | 0 | 0 | 0 | 3,774,269 | 0 |
Net loss | (13,120,527) | $ 0 | $ 0 | $ 0 | 0 | (13,120,527) |
Balance, shares at Dec. 31, 2021 | 14,462 | 35,400 | 276,383,093 | |||
Balance, amount at Dec. 31, 2021 | (11,444,945) | $ 1,446,200 | $ 3,540,000 | $ 276,383 | 39,412,236 | (51,133,564) |
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 312,879,106 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, amount | 365,424 | 0 | 0 | $ 312,878 | 52,546 | 0 |
Issuance of common stock for services, shares | 4,000,000 | |||||
Issuance of common stock for services, amount | 20,000 | $ 0 | 0 | $ 4,000 | 16,000 | 0 |
Issuance of common stock for conversion of Series B preferred stock, shares | (221) | 14,733,333 | ||||
Issuance of common stock for conversion of Series B preferred stock, amount | 22,100 | $ (22,100) | $ 0 | $ 14,734 | 7,366 | 0 |
Issuance of Series E preferred stock for cash, shares | 5,200 | |||||
Issuance of Series E preferred stock for cash, amount | 0 | 0 | $ 520,000 | 0 | 0 | 0 |
Issuance of consultant stock options | (545,462) | 0 | 0 | 0 | (545,462) | 0 |
Vesting of consultant stock options | 2,986,546 | 0 | 0 | 0 | 2,986,546 | 0 |
Settlement of derivative liabilities | 263,780 | 0 | 0 | 0 | 263,780 | 0 |
Net loss | 969,014 | 0 | 0 | $ 0 | 0 | 969,014 |
Common shares cancelled, shares | (3,845,211) | |||||
Common shares cancelled, amount | 0 | $ 0 | $ 0 | $ (3,845) | 3,845 | 0 |
Balance, shares at Dec. 31, 2022 | 14,241 | 40,600 | 604,150,321 | |||
Balance, amount at Dec. 31, 2022 | $ (7,363,543) | $ 1,424,100 | $ 4,060,000 | $ 604,150 | $ 42,196,857 | $ (50,164,550) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 969,014 | $ (13,120,527) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,000 | 2,000 |
Amortization of debt discount | 483,059 | 774,910 |
Common stock issued for services | 20,000 | 416,200 |
Stock option compensation | 2,986,546 | 1,699,964 |
(Gain) on change in derivative liabilities | (5,108,229) | (8,979,516) |
(Gain) loss on extinguishment of debt | (6,034) | 16,490,508 |
Impairment of assets | 0 | 2,096,089 |
Gain on forgiveness of PPP loan | 0 | (9,501) |
Changes in operating assets and liabilities: | ||
Accounts payable | (13,880) | (41,879) |
Accounts payable - related party | (20,000) | (50,000) |
Accrued expenses and other current liabilities | (546) | 328 |
Accrued interest - notes payable | 21,712 | 144,185 |
Net cash used in operating activities | (666,358) | (577,239) |
Cash flows from investing activities: | ||
Payment of deposit | (500) | 0 |
Cash paid in business acquisition | 0 | (10,000) |
Net cash used in investing activities | (500) | (10,000) |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 150,000 | 587,000 |
Proceeds from the issuance of Series E preferred stock | 520,000 | 50,000 |
Repayment of convertible notes payable | (40,395) | 0 |
Net cash provided by financing activities | 629,605 | 637,000 |
Net increase (decrease) in cash | (37,253) | 49,761 |
Cash, beginning of the year | 68,366 | 18,605 |
Cash, end of the year | 31,113 | 68,366 |
Supplemental disclosure: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 4,862 | 0 |
Non-cash financing and investing activities: | ||
Debt discount for derivative liabilities | 680,474 | 575,639 |
Common shares issued in conversion of debt | 365,424 | 402,516 |
Common shares issued in conversion of Series B preferred stock | 22,100 | 59,300 |
Derivative liability for consultant stock options | 545,462 | 4,725,180 |
Settlement of derivative liabilities | 263,780 | 3,774,269 |
Common shares cancelled | 3,845 | 0 |
Series E preferred shares issued in conversion of debt | 0 | 3,490,000 |
Convertible notes payable reclassified as in default | $ 0 | $ 40,395 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
1. ORGANIZATION AND BASIS OF PRESENTATION | 1. ORGANIZATION AND BASIS OF PRESENTATION Organization Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on September 14, 2017, the Company changed its name to Digital Locations, Inc. As further discussed in Note 3, on January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. Going Concern The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2022, our current liabilities exceeded our current and total assets by $1,497,443 and we had an accumulated deficit of $50,164,550. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. Consolidation The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents with large commercial banks. The Federal Deposit Insurance Corporation (“FDIC”) insures these balances, up to $250,000. All of the Company’s cash balances at December 31, 2022 and 2021 were insured. As of December 31, 2022 and 2021, there were no cash equivalents. Intangible Assets The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years. Goodwill The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA has been recorded as goodwill. The goodwill is not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $2,096,089 would not be recovered; therefore, an impairment of assets expense for this amount was recorded in the statement of operations for the year ended December 31, 2021. Derivative Liabilities We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Fair Value of Financial Instruments Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2022 and 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows as of December 31, 2022 and 2021: Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the years ended December 31, 2022 and 2021, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market real estate, physical assets and billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. Concentrations of Credit Risk, Major Customers, and Major Vendors During the years ended December 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the years ended December 31, 2022 and 2021, the Company had one landlord receiving all Company payments for lease of billboard site locations. Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Years Ended December 31, 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 For the year ended December 31, 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Income Taxes We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Research and Development Costs Research and development costs are expensed as incurred. We incurred no research and development costs for the years ended December 31, 2022 and 2021. Advertising Costs We expense the cost of advertising and promotional materials when incurred. We incurred no material advertising costs for the years ended December 31, 2022 and 2021. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the year ended December 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-6 had no material impact on the Company’s consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS ACQUISITION | |
3. BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION On January 7, 2021, the Company, SCS LLC, and SCS entered into the APA to acquire substantially all of the assets of SCS LLC’s wireless communications marketing and database services business in consideration for a total purchase price of $10,000 in cash and a 5-year convertible promissory note in the amount of $1,000,000 made in favor of SCS or its assignees (the “Note”). SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. The business acquisition has been recorded as a purchase. Pursuant to the APA, SCS LLC instructed the Company to assign $500,000 of principal amount of the Note to each of SCS LLC’s two members (the “Assigned Notes”). At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. The business acquisition closed on January 7, 2021. Based on the report of an independent valuation firm, the notes payable were discounted to $0 and a derivative liability of $2,096,089 was calculated for the conversion feature of the notes. The total value of the consideration paid of $2,106,089, including cash paid of $10,000, has been allocated to the following assets based on the report: Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089 During the years ended December 31, 2022 and 2021, consolidated revenues were comprised of revenues from SCS. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
4. CONVERTIBLE NOTES PAYABLE | 4. CONVERTIBLE NOTES PAYABLE Outstanding as of December 31, 2022 Convertible Promissory Note – $29,500 in Default On March 14, 2013, we entered into an agreement to issue a 5% convertible promissory note in the principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 as of December 31, 2022 and 2021, matured on March 14, 2015, and is currently in default. Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5% convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 as of December 31, 2022 and 2021 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 as of December 31, 2022 and 2021 has been extended to December 31, 2023. August 24, 2022 Convertible Promissory Note - $38,750 Effective August 24, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $38,750 with a maturity date of August 24, 2023. The Company received net proceeds of $35,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $35,316 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $12,482, resulting in a remaining debt discount of $22,834 as of December 31, 2022. The note had a principal balance of $38,750 as of December 31, 2022. Extinguished During the Year Ended December 31, 2022 August 29, 2019 Convertible Promissory Note – $25,000 in Default Effective August 29, 2019, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $25,000. The note matured on August 29, 2020. The Company received proceeds of $22,000 after an original issue discount of $1,500 and payment of $1,500 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. As of December 31, 2021, the note had a principal balance of $395 included in convertible notes payable, in default. In April 2022, the Company and the lender entered into a settlement to extinguish the principal of $395 and related accrued interest payable of $2,320 with a cash payment totaling $2,715. July 8, 2020 Convertible Promissory Note – $40,000 in Default Effective July 8, 2020, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $40,000. The note matured on July 8, 2021. The Company received proceeds of $35,000 after an original issue discount of $2,200 and payment of $2,800 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. We recorded a debt discount of $40,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense and the note had a principal balance of $40,000 as of December 31, 2021 included in convertible notes payable, in default. Pursuant to an agreement with the lender, the Company agreed to extinguish the debt with four principal payments of $10,000, which were made in the months of February, March, April and May 2022. Accrued interest payable of $6,034 was forgiven by the lender, which amount is reported in other income in the year ended December 31, 2022. July 12, 2021 Convertible Promissory Note – $43,750 Effective July 12, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of July 12, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $41,798 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $22,101 and the debt discount has been fully amortized. The note had a principal balance of $43,750 as of December 31, 2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. August 31, 2021 Convertible Promissory Note – $43,750 Effective August 31, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of August 31, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $41,559 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $27,668 and the debt discount has been fully amortized. The note had a principal balance of $43,750 as of December 31, 2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. October 7, 2021 Convertible Promissory Note – $43,750 Effective October 7, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of October 7, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $42,293 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $32,444 and the debt discount has been fully amortized. The note had a principal balance of $43,750 as of December 31, 2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. November 8, 2021 Convertible Promissory Note – $43,750 Effective November 8, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of November 8, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $42,123 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $36,007 and the debt discount has been fully amortized. The note had a principal balance of $43,750 as of December 31, 2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. December 14, 2021 Convertible Promissory Note – $43,750 Effective December 14, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of December 14, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $39,616 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $37,771 and the debt discount has been fully amortized. The note had a principal balance of $43,750 as of December 31, 2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. January 6, 2022 Convertible Promissory Note – $38,750 Effective January 6, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $38,750 with a maturity date of January 6, 2023. The Company received net proceeds of $35,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $35,771 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $35,771 and the debt discount has been fully amortized. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $38,750 and accrued interest of $2,050, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. March 1, 2022 Convertible Promissory Note – $43,750 Effective March 1, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of March 1, 2023. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $39,514 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $39,514 and the debt discount has been fully amortized. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. May 3, 2022 Convertible Promissory Note - $43,750 Effective May 3, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of May 3, 2023. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $39,411 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $39,411 and the debt discount has been fully amortized. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. Total accrued interest payable on notes payable was $53,212 and $57,958 as of December 31, 2022 and 2021, respectively. |
LONG-TERM CONVERTIBLE NOTES PAY
LONG-TERM CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS ACQUISITION | |
5. LONG-TERM CONVERTIBLE NOTES PAYABLE | 5. LONG-TERM CONVERTIBLE NOTES PAYABLE As discussed in Note 3, on January 7, 2021, the Company issued two long-term convertible notes payable each in the principal amount of $500,000 in conjunction with the business acquisition of SCS LLC. The Assigned Notes bear interest at an annual rate of 0.39% and mature on January 7, 2026. The Assigned Notes were discounted to a principal balance of $0 and a debt discount of $1,000,000 was recorded at inception. Amortization of the discount to interest expense was $199,890 during the year ended December 31, 2022, resulting in a debt discount of $600,767 as of December 31, 2022. At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. |
MEZZANINE
MEZZANINE | 12 Months Ended |
Dec. 31, 2022 | |
MEZZANINE | |
6. MEZZANINE | 6. MEZZANINE Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share. The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of $100, and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion price from a defined variable price to a fixed conversion price of $0.0015 per share. During the year ended December 31, 2022, the holder converted a total of 221 shares of Series B Preferred Stock valued at $22,100 into 14,733,333 shares of the Company’s common stock. During the year ended December 31, 2021, the holder converted a total of 593 shares of Series B Preferred Stock valued at $59,300 into 39,533,334 shares of the Company’s common stock. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock. As of December 31, 2022 and 2021, the Company had 14,241 and 14,462 shares of Series B Preferred Stock outstanding, respectively, and recorded as mezzanine at face value of $1,424,100 and $1,446,200, respectively, due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable. The holders of outstanding shares of the Series B Preferred Stock (the "Series B Holders") are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock. Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $0.001 per share and a stated face value of $100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $0.0015 per share. On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 shares of the Company’s Series E Preferred Stock (the “Shares”) at a purchase price of $100 per share. In accordance with the SPA, Investor paid for 34,900 Shares by surrendering to the Company for cancellation, $2,617,690 of principal, $826,566 of accrued interest, and $45,740 in fees through April 2, 2021 under various 10% convertible notes held by Investor. The Series E Preferred Stock was valued by an independent valuation firm at $23,393,601 and the Company recognized a loss on debt extinguishment of $16,490,508 included in other expense in the year ended December 31, 2022 and settled derivative liabilities totaling $3,413,097. As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per Share at any time until April 2, 2031. In September 2021, the Investor purchased 500 additional shares of Series E Preferred Stock for cash of $50,000, the stated value of the shares. During the year ended December 31, 2022, the Investor purchased a total of 5,200 additional shares of Series E Preferred Stock for cash of $520,000, the stated valued of the shares. As of December 31, 2022 and 2021, the Company had 40,600 and 35,400 shares of Series E Preferred Stock outstanding, respectively, recorded as mezzanine at face value of $4,060,000 and $3,540,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Shares and common stock, on an as-if-converted basis with respect to the Shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such Share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock. If the assets to be distributed to holders of the Shares are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder. Each Share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $0.0015 per share. In no event will holders of Shares be entitled to convert any Shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver). Except as required by law, holder of Shares are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS DEFICIT | |
7. STOCKHOLDERS' DEFICIT | 7. STOCKHOLDERS’ DEFICIT As of December 31, 2022, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences, and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. Common Stock As of December 31, 2022 and December 31, 2021, the Company had 604,150,321 and 276,383,093 shares of common stock issued and outstanding, respectively. During the year ended December 31, 2022, the Company issued a total of 331,612,439 shares of common stock: 312,879,106 shares in consideration for the conversion of $345,000 of principal of convertible notes payable and accrued interest payable of $20,424; 14,733,333 shares in the conversion of 221 shares of Series B preferred shares valued at $22,100 and 4,000,000 shares for services valued at $20,000. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $263,780. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. During the year ended December 31, 2022, a lender returned 3,845,211 shares of the Company’s common stock, which shares were cancelled. The transaction was recorded at the $3,845 par value of the common shares. During the year ended December 31, 2021, the Company issued a total of 143,045,532 shares of common stock: 76,063,187 shares in consideration for the conversion of $368,011 of principal of convertible notes payable and accrued interest payable of $34,505; 27,449,011 shares for services valued at $416,200; and 39,533,334 shares in the conversion of 593 shares of Series B Preferred Stock recorded at face value of $59,300. In connection with the convertible debt conversions, the Company settled derivative liabilities of $361,172. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
STOCK OPTIONS | |
8. STOCK OPTIONS | 8. STOCK OPTIONS As of December 31, 2022, the Board of Directors of the Company had granted non-qualified stock options exercisable for a total of 854,177,778 shares of common stock to its officers, directors, and consultants. On October 19, 2020 and December 22, 2020, the Company issued a total of 210,000,000 non-qualified stock options to five officers, directors, and consultants exercisable for a period of five years from the date of issuance at exercise prices ranging from $0.0108 to $0.017 per share. Of these non-qualified options, 5,000,000 vest 1/24th per month over twenty- four months and 205,000,000 vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $3,726,549 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount. On January 28, 2021, the Company issued a total of 20,000,000 non-qualified stock options to an employee and a consultant exercisable for a period of five years from the date of issuance at an exercise price of $0.05 per share. These options vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $998,134 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount. On December 1, 2021, the Company issued a total of 504,000,000 non-qualified stock options to an officer exercisable for a period of ten years from the date of issuance at an exercise price of $0.0074 per share. These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter. These non-qualified stock options were valued by an independent valuation firm at $3,727,046 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount. On February 8, 2022, the Company issued a total of 120,000,000 non-qualified stock options to an officer and a consultant exercisable for a period of ten years from the date of issuance at an exercise price of $0.0081 per share. These options vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $545,462 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount. We recognized stock option compensation expense of $2,986,546 and $1,699,964,435 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had unrecognized stock option compensation expense totaling $4,202,166. A summary of the Company’s stock options as of December 31, 2022, and changes during the two years then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 210,177,778 $ 0.018 Granted 524,000,000 $ 0.009 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2021 734,177,778 $ 0.0012 Granted 120,000,000 $ 0.0081 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2022 854,177,778 $ 0.011 7.35 $ 302,400 Exercisable as of December 31, 2022 379,538,904 $ 0.013 6.42 $ 109,200 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.008 as of December 31, 2022, which would have been received by the holders of in-the-money options and warrants had the holders exercised their options and warrants as of that date. The significant assumptions used in the valuation of the derivative liabilities recorded upon issuance of the February 2022 non-qualified stock options are as follows: Expected life 4.31 to 5.77 years Risk free interest rates 2.41% - 2.42% Expected volatility 287.2% – 313.6% |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
9. DERIVATIVE LIABILITIES | 9. DERIVATIVE LIABILITIES The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable and stock options using a multinomial lattice model based on projections of various potential future outcomes. Where the number of stock options or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional stock options, convertible debt and equity are included in the value of the derivatives. The significant assumptions used in the valuation of the derivative liabilities as of December 31, 2022 are as follows: Conversion to stock Monthly Stock price on the valuation date $ 0.008 Risk free interest rates 3.02% - 6.81% Years to maturity 0.90 - 5.00 Expected volatility 182.3%–318.8% The value of our derivative liabilities was estimated as follows as of: December 31, 2022 December 31, 2021 Convertible notes payable $ 740,157 $ 1,512,336 Stock options 493,522 4,412,878 Total $ 1,233,679 $ 5,925,214 The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
10. RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. After one year of service, Mr. Berliner will be eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $240,000 and $20,000 for the year ended December 31, 2022 and 2021, respectively. Fees payable to Mr. Berliner of $10,000 are included in accounts payable – related party as of December 31, 2021. Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable. On December 1, 2021, William E. Beifuss, Jr. resigned from his position as Chief Executive Officer of the Company. Mr. Beifuss will continue to serve as the Company’s President, Acting Chief Financial Officer and Secretary. Pursuant to a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President, Chief Executive Officer and Acting Chief Financial Officer is to receive fees of $10,000 per month. The Company accrued compensation expense to Mr. Beifuss of $120,000 for each of the years ended December 31, 2022 and 2021. Fees payable to Mr. Beifuss of $10,000 and $20,000 are included in accounts payable – related party as of December 31, 2022 and 2021, respectively. On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 shares of our common stock to four officers, directors, and consultants of the Company. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of five years from the date of grant at an exercise price of $0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, a member of the Board of Directors, received 5,000,000. On February 8, 2022, the Company issued non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock to Mr. Beifuss and 45,000,000 shares to a consultant. . The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $0.0081 per share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
11. INCOME TAXES | 11. INCOME TAXES A reconciliation of the income tax provision (benefit) that would result from applying a combined U.S. federal and state rate of 29% to loss before income taxes with the provision (benefit) for income taxes presented in the financial statements is as follows: Years Ended December 31, 2022 2021 Income tax provision (benefit) at statutory rate $ 281,000 $ (3,739,900 ) State income taxes, net of federal benefit (200 ) (200 ) Non-deductible expenses 1,007,400 5,467,600 Non-taxable gains (1,483,900 ) (2,636,900 ) Other 600 1,100 Valuation allowance 195,100 908,300 $ - $ - Deferred tax assets (liabilities) are comprised of the following: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 4,901,900 $ 4,709,300 Research and development credit carryforward 125,300 125,300 Related party accrued expenses 11,600 8,700 Accrued compensated absences 600 1,100 Valuation allowance (5,039,400 ) (4,844,400 ) $ - $ - The ultimate realization of our deferred tax assets is dependent, in part, upon the tax laws in effect, our future earnings, and other events. As of December 31, 2022, we recorded a valuation allowance of $5,039,400 against our net deferred tax asset. In recording the valuation allowance, we were unable to conclude that it is more likely than not that our deferred tax assets will be realized. As of December 31, 2022, we had a net operating loss carryforward available to offset future taxable income of approximately $16,903,000, which begins to expire at dates that have not been determined. If substantial changes in the Company’s ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforward that could be utilized. We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2022 and 2021, we concluded the Company had no unrecognized tax benefit that would affect its effective tax rate if recognized. We file income tax returns in the U.S. federal jurisdiction and in the state of California. With few exceptions, we are no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years before 2011. We classify any interest and penalties arising from the underpayment of income taxes in our statements of operations and comprehensive loss in other income (expense). As of December 31, 2022 and 2021, we had no accrued interest or penalties related to uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
12. COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. Operating Lease As of December 31, 2022, we had no material operating leases requiring us to recognize an operating lease liability and corresponding right-of-use asset. Effective February 1, 2022, the Company entered into an operating lease agreement with a term of 12 months. The lease agreement required a $500 security deposit and monthly lease payments of $500. For the years ended December 31, 2022 and 2021, the Company recognized total rental expense of $9,413 and $12,000, respectively. Consulting Agreements As further discussed in Note 11, we entered into a consulting agreement with Rich Berliner, our Chief Executive Officer, for payment of monthly compensation of $20,000. The consulting agreement has an initial term of six months, subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our President and Acting Chief Financial Officer, for the payment of monthly compensation of $10,000 per month. The agreement may be cancelled by either party with 30 days’ notice. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
13. SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Issuances of Series B Preferred Stock Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: On January 5, 2023, an investor purchased 550 additional shares of Series E Preferred Stock for cash of $55,000, the stated valued of the shares. On February 6, 2023, an investor purchased 620 additional shares of Series E Preferred Stock for cash of $62,000, the stated valued of the shares. On March 8, 2023, an investor purchased 550 additional shares of Series E Preferred Stock for cash of $55,000, the stated valued of the shares. Convertible Note Conversions On March 1, 2023, a lender converted $11,700 principal into 30,000,000 shares of the Company’s common stock. On March 6, 2023, the lender converted $12,300 principal into 31,538,462 shares of the Company’s common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. |
Reclassifications | Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents with large commercial banks. The Federal Deposit Insurance Corporation (“FDIC”) insures these balances, up to $250,000. All of the Company’s cash balances at December 31, 2022 and 2021 were insured. As of December 31, 2022 and 2021, there were no cash equivalents. |
Intangible Assets | The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years. |
Goodwill | The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA has been recorded as goodwill. The goodwill is not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $2,096,089 would not be recovered; therefore, an impairment of assets expense for this amount was recorded in the statement of operations for the year ended December 31, 2021. |
Derivative Liabilities | We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. |
Fair Value of Financial Instruments | Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2022 and 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows as of December 31, 2022 and 2021: Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the years ended December 31, 2022 and 2021, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 |
Revenue Recognition | We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market real estate, physical assets and billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. |
Lease Accounting | Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. |
Concentrations of Credit Risk, Major Customers, and Major Vendors | During the years ended December 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the years ended December 31, 2022 and 2021, the Company had one landlord receiving all Company payments for lease of billboard site locations. |
Income (Loss) per Share | Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Years Ended December 31, 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 For the year ended December 31, 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. |
Income Taxes | We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Research and Development | Research and development costs are expensed as incurred. We incurred no research and development costs for the years ended December 31, 2022 and 2021. |
Advertising Costs | We expense the cost of advertising and promotional materials when incurred. We incurred no material advertising costs for the years ended December 31, 2022 and 2021. |
Stock-Based Compensation | Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. |
Recently Issued Accounting Pronouncements | There were no new accounting pronouncements issued by the FASB during the year ended December 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. During the year ended December 31, 2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-6 had no material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Fair Value Measurements, Assets and Liabilities, Recurring Basis | Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 |
Schedule of Derivative Liabilities at Fair Value | Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities as of December 31, 2020 $ 3,368,619 $ 4,137,413 $ 3,776,059 $ 11,282,091 Addition to liability for new issuances 2,671,728 - 4,725,180 7,396,908 Elimination of liability on conversion to common shares (3,774,269 ) - - (3,774,269 ) Change in fair value (753,742 ) (4,137,413 ) (4,088,361 ) (8,979,516 ) Derivative liabilities as of December 31, 2021 1,512,336 - 4,412,878 5,925,214 Addition to liabilities for new issuances 135,012 - 545,462 680,474 Elimination of liabilities in debt conversions (263,780 ) - - (263,780 ) Change in fair value (643,411 ) - (4,464,818 ) (5,108,229 ) Derivative liabilities as of December 31, 2022 $ 740,157 $ - $ 493,522 $ 1,233,679 |
Schedule of weighted average number of common shares outstanding | Years Ended December 31, 2022 2021 Basic weighted average number of shares 433,143,911 195,725,543 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,706,666,667 - Convertible notes payable 247,997,718 - Diluted weighted average number of shares 4,337,208,296 195,725,543 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS ACQUISITION | |
Schedule of assets based on the report | Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCK OPTIONS | |
Schedule of Stock Options, Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 210,177,778 $ 0.018 Granted 524,000,000 $ 0.009 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2021 734,177,778 $ 0.0012 Granted 120,000,000 $ 0.0081 Exercised - $ - Forfeited or expired - $ - Outstanding as of December 31, 2022 854,177,778 $ 0.011 7.35 $ 302,400 Exercisable as of December 31, 2022 379,538,904 $ 0.013 6.42 $ 109,200 |
Schedule of derivative liability | Expected life 4.31 to 5.77 years Risk free interest rates 2.41% - 2.42% Expected volatility 287.2% – 313.6% |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
Schedule of derivative liabilities at fair value | Conversion to stock Monthly Stock price on the valuation date $ 0.008 Risk free interest rates 3.02% - 6.81% Years to maturity 0.90 - 5.00 Expected volatility 182.3%–318.8% |
Fair Value Inputs, Quantitative Information | December 31, 2022 December 31, 2021 Convertible notes payable $ 740,157 $ 1,512,336 Stock options 493,522 4,412,878 Total $ 1,233,679 $ 5,925,214 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of Income tax expense benefit | Years Ended December 31, 2022 2021 Income tax provision (benefit) at statutory rate $ 281,000 $ (3,739,900 ) State income taxes, net of federal benefit (200 ) (200 ) Non-deductible expenses 1,007,400 5,467,600 Non-taxable gains (1,483,900 ) (2,636,900 ) Other 600 1,100 Valuation allowance 195,100 908,300 $ - $ - |
Schedule of Deferred tax assets | December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 4,901,900 $ 4,709,300 Research and development credit carryforward 125,300 125,300 Related party accrued expenses 11,600 8,700 Accrued compensated absences 600 1,100 Valuation allowance (5,039,400 ) (4,844,400 ) $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ORGANIZATION AND BASIS OF PRESENTATION | ||
Working capital deficit | $ 1,497,443 | |
Accumulated deficit | $ (50,164,550) | $ (51,133,564) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative liabilities | $ 1,233,679 | $ 5,925,214 |
Total liabilities measured at fair value | 1,233,679 | 5,925,214 |
Level 1 [Member] | ||
Derivative liabilities | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 [Member] | ||
Derivative liabilities | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 3 [Member] | ||
Derivative liabilities | 1,233,679 | 5,925,214 |
Total liabilities measured at fair value | $ 1,233,679 | $ 5,925,214 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liability Beginning | $ 5,925,214 | $ 11,282,091 |
Addition to liability for new issuances | 680,474 | 7,396,908 |
Elimination of liability on conversion to common shares | (3,774,269) | |
Change in fair value | (5,108,229) | (8,979,516) |
Derivative liability ending | 1,233,679 | 5,925,214 |
Elimination of liabilities in debt conversions | (263,780) | |
Stock Options [Member] | ||
Derivative Liability Beginning | 4,412,878 | 3,776,059 |
Addition to liability for new issuances | 545,462 | 4,725,180 |
Change in fair value | (4,464,818) | (4,088,361) |
Derivative liability ending | 493,522 | 4,412,878 |
Convertible Notes Payable [Member] | ||
Derivative Liability Beginning | 1,512,336 | 3,368,619 |
Addition to liability for new issuances | 135,012 | 2,671,728 |
Elimination of liability on conversion to common shares | (3,774,269) | |
Elimination of liabilities in debt conversions | (263,780) | |
Change in fair value | (643,411) | (753,742) |
Derivative liability ending | $ 740,157 | 1,512,336 |
Preferred Stock Series B [Member] | ||
Derivative Liability Beginning | 4,137,413 | |
Derivative liability ending | 0 | |
Change in fair value | $ (4,137,413) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic weighted average number of shares | 433,143,911 | 195,725,543 |
Diluted weighted average number of shares | 4,337,208,296 | 195,725,543 |
Convertible Notes Payable [Member] | ||
Diluted weighted average number of shares | 247,997,718 | 0 |
Series B Preferred Stock [Member] | ||
Diluted weighted average number of shares | 949,400,000 | 0 |
Series E Preferred Stock [Member] | ||
Diluted weighted average number of shares | 2,706,666,667 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
FDIC insured limit | $ 250,000 | ||
Goodwill | $ 2,096,089 | $ 2,096,089 | |
Minimum [Member] | |||
Revenues rate | 70% | ||
Maximum [Member] | |||
Revenues rate | 85% |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Identifiable intangible assets: | ||
IP technology | $ 4,000 | |
Customer base | 6,000 | |
Total identifiable intangible assets | 10,000 | |
Goodwill | 2,096,089 | $ 2,096,089 |
Total | $ 2,106,089 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Promissory note, amount | $ 1,000,000 | ||
Purchase price | $ 10,000 | ||
Derivative liability | $ 1,233,679 | $ 5,925,214 | |
Business Acquisition [Member] | |||
Convertible promissory note, principal amount | 0 | ||
Consideration amount paid | 2,106,089 | ||
Derivative liability | 2,096,089 | ||
Cash paid | 10,000 | ||
SCS LLC [Member] | |||
Convertible promissory note, principal amount | $ 500,000 | ||
Promissory note, description | the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
May 03, 2022 | Mar. 01, 2022 | Jan. 06, 2022 | Dec. 14, 2021 | Nov. 08, 2021 | Oct. 07, 2021 | Jul. 12, 2021 | Jan. 07, 2021 | Jul. 08, 2020 | Mar. 14, 2013 | Aug. 24, 2022 | Aug. 31, 2021 | Aug. 29, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2012 | |
Amortization of debt discount | $ 1,000,000 | $ 483,059 | $ 774,910 | |||||||||||||
Debt Instrument, Convertible, Terms Of Conversion Feature | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. | The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. | |||||
Debt Instrument Accrued Interest | 53,212 | 57,958 | ||||||||||||||
Convertible Notes Payable 1 [Member] | Accounts Payable [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 5% | |||||||||||||||
Convertible Promissory Note, Principal Amount | $ 29,500 | 29,500 | 29,500 | |||||||||||||
Debt Instrument, Conversion Price | $ 1.50 | |||||||||||||||
Debt Instrument, Maturity Date | Mar. 14, 2015 | |||||||||||||||
Convertible Notes Payable 1 [Member] | August 2019 Convertible Promissory Note [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 10% | |||||||||||||||
Debt Discount | $ 25,000 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 22,000 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 25,000 | 395 | ||||||||||||||
Accrued interest payable | 2,320 | |||||||||||||||
Fees And Expenses | 1,500 | |||||||||||||||
Original issue discount | $ 1,500 | |||||||||||||||
Extinguishment of principal amount | 395 | |||||||||||||||
Cash payment | 2,715 | |||||||||||||||
Convertible Notes Payable 2 [Member] | Related Parties [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 5% | |||||||||||||||
Debt Discount | 32,444 | $ 57,050 | ||||||||||||||
Convertible Promissory Note, Principal Amount | $ 58,600 | |||||||||||||||
Debt Instrument, Conversion Price | $ 2 | |||||||||||||||
Convertible Notes Payable 2 [Member] | Note One [Member] | Related Parties [Member] | ||||||||||||||||
Convertible Promissory Note, Principal Amount | $ 25,980 | 25,980 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2014 | |||||||||||||||
Convertible Notes Payable 2 [Member] | Note Two [Member] | Related Parties [Member] | ||||||||||||||||
Convertible Promissory Note, Principal Amount | $ 32,620 | 32,620 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||||||||||||||
August 31, 2021 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Amortization of debt discount | $ 27,668 | |||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Proceeds From Convertible Promissory Notes | $ 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 41,559 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | 43,750 | ||||||||||||||
Principal Balance | 43,750 | |||||||||||||||
July 12, 2021 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 22,101 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 41,798 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | 43,750 | ||||||||||||||
Principal Balance | 43,750 | |||||||||||||||
October 7, 2021 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Proceeds From Convertible Promissory Notes | $ 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 42,293 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | 43,750 | ||||||||||||||
Principal Balance | 43,750 | |||||||||||||||
November 8, 2021 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 36,007 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 42,123 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | 43,750 | ||||||||||||||
Principal Balance | 43,750 | |||||||||||||||
December 14, 2021 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 37,771 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 39,616 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | 43,750 | ||||||||||||||
Principal Balance | 43,750 | |||||||||||||||
July 8, 2020 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 10% | |||||||||||||||
Debt Discount | $ 40,000 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 35,000 | |||||||||||||||
Legal Fees | 2,800 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 40,000 | $ 40,000 | ||||||||||||||
Original issue discount | $ 2,200 | |||||||||||||||
Extinguishment of principal amount | 10,000 | |||||||||||||||
Accrued interest payable | 6,034 | |||||||||||||||
May 3, 2022 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 39,411 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 39,411 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | |||||||||||||||
Principal Balance | $ 43,750 | |||||||||||||||
August 24, 2022 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Proceeds From Convertible Promissory Notes | $ 35,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 35,316 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 38,750 | |||||||||||||||
Principal Balance | 38,750 | |||||||||||||||
Fees And Expenses | 12,482 | |||||||||||||||
Debt Instrument Remaining Discount | 22,834 | |||||||||||||||
January 6, 2022 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,050 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 35,771 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 35,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 35,771 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 38,750 | |||||||||||||||
Principal Balance | 38,750 | |||||||||||||||
March 1, 2022 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument Accrued Interest | $ 2,625 | |||||||||||||||
Debt Instrument, Interest Rate | 12% | |||||||||||||||
Debt Discount | $ 39,514 | |||||||||||||||
Proceeds From Convertible Promissory Notes | 40,000 | |||||||||||||||
Legal Fees | 3,750 | |||||||||||||||
Debt Discount Related Conversion Feature | 39,514 | |||||||||||||||
Convertible Promissory Note, Principal Amount | 43,750 | |||||||||||||||
Principal Balance | $ 43,750 |
LONGTERM CONVERTIBLE NOTES PAYA
LONGTERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt discount | $ 1,000,000 | $ 483,059 | $ 774,910 |
Long-Term Convertible Notes Payable [Member] | |||
Debt discount | 600,767 | ||
Amortization of debt discount to interest expense | $ 199,890 | ||
Beneficial ownership maximum percentage | 4.99% | ||
Maturity date | Jan. 07, 2026 | ||
Interest rate | 0.39% | ||
Percentage of principal amount of note into a number of shares of common stock not exceeding total trade volume | 5% | ||
Notes payable | $ 500,000 | ||
Conversion price | $ 0.013 | ||
Convertible promissory note, principal amount | $ 0 |
MEZZANINE (Details Narrative)
MEZZANINE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 02, 2021 | Mar. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 02, 2016 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Settlement of derivative liabilities | $ 263,780 | $ 3,774,269 | ||||
Convertible Promissory Notes [Member] | ||||||
Convertible notes payable, principal amount | $ 1,615,362 | |||||
Beneficial ownership maximum percentage | 4.99% | |||||
Accrued Interest Payable [Member] | ||||||
Convertible notes payable, principal amount | $ 264,530 | |||||
Preferred Stock Series E [Member] | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares outstanding | 40,600 | 35,400 | ||||
Share purchase of amount | $ 520,000 | |||||
Preferred stock, authorized shares | 45,000 | |||||
Conversion price | $ 0.0015 | $ 0.0015 | ||||
Purchase additional shares | 5,200 | |||||
Preferred stock including additional paid in capital, face value | $ 100 | $ 100 | ||||
Preferred stock value outstanding | $ 1,424,100 | $ 1,446,200 | ||||
Preferred Stock Series B [Member] | ||||||
Preferred stock, par value | $ 0.001 | |||||
Preferred stock, shares outstanding | 14,241 | 14,462 | ||||
Issuance of common stock for conversion of Series B preferred stock, shares | 593 | |||||
Preferred stock, authorized shares | 30,000 | |||||
Conversion price | $ 0.0015 | $ 0.0015 | $ 0.0015 | |||
Conversion of stock, amount | $ 59,300 | |||||
Preferred stock including additional paid in capital | (3,000,000) | |||||
Securities Purchase Agreement [Member] | Preferred Stock Series E [Member] | ||||||
Loss on extinguishment of debt | $ (16,490,508) | |||||
Conversion price | $ 0.0015 | $ 0.0015 | ||||
Conversion of stock, shares | 45,000 | |||||
Preferred stock value outstanding | $ 40,600 | $ 35,400 | ||||
Convertible notes payable, principal amount | $ 826,566 | |||||
Mezzanine face value | $ 4,060,000 | $ 3,540,000 | ||||
Remaining purchase authorized shares | 10,100 | |||||
Additional shares purchased, value | $ 50,000 | |||||
Purchase price | $ 100 | $ 100 | $ 100 | |||
Cancellation of shares | 34,900 | 2,617,690 | ||||
Independent valuation firm, amount | $ 23,393,601 | |||||
Settlement of derivative liabilities | $ 3,413,097 | |||||
Accrued interest | $ 45,740 | |||||
Debt instrument, interest rate | 10% |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 604,150,321 | 276,383,093 |
Common stock, shares issued | 604,150,321 | 276,383,093 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common Stock [Member] | ||
Lender returned share | 3,845,211 | |
Transaction recorded | $ 3,845 | |
Common stock, par value | $ 0.001 | |
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 331,612,439 | 143,045,532 |
Accrued interest payable | $ 20,424 | $ 34,505 |
Reduction in derivative liabilities | $ 263,780 | $ 361,172 |
Shares for services | 14,733,333 | 39,533,334 |
Preferred stock, authorized shares | 20,000,000 | |
Shares in consideration | 312,879,106 | |
Common stock, shares issued during period | 76,063,187 | |
Shares issued upon debt conversion, Amount | $ 345,000 | $ 368,011 |
Stock Series B Preferred [Member] | ||
Preferred stock, authorized shares | 221 | 593 |
Conversion Of Stock, Shares | 4,000,000 | 27,449,011 |
Conversion of stock, amount | $ 20,000 | $ 416,200 |
Preferred stock face value | $ 22,100 | $ 59,300 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Outstanding shares, beginning | 734,177,778 | 210,177,778 |
Granted | 120,000,000 | 524,000,000 |
Outstanding shares, ending | 854,177,778 | 734,177,778 |
Outstanding shares, Exercisable | 379,538,904 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning | $ 0.0012 | $ 0.018 |
Weighted average exercise price, granted | 0.0081 | 0.009 |
Weighted average exercise price, forfeited or expired | 0 | 0 |
Weighted average exercise price, ending | 0.011 | $ 0.0012 |
Weighted average exercise price, exercisable | $ 0.013 | |
Weighted Average Remaining Contract Term (Years) | ||
Outstanding weighted average remaining contract term, Exercisable | 6 years 5 months 1 day | |
Outstanding weighted average remaining contract term, ending | 7 years 4 months 6 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, Outstanding as of December 31, 2021 | $ 302,400 | |
Aggregate intrinsic value, exercisable | $ 109,200 |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Risk free interest rates | 2.41% |
Expected life | 4 years 3 months 21 days |
Expected volatility | 287.20% |
Maximum [Member] | |
Risk free interest rates | 2.42% |
Expected life | 5 years 9 months 7 days |
Expected volatility | 313.60% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 08, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Oct. 19, 2020 | |
Unrecognized stock-based compensation | $ 4,202,166 | |||||||
Stock option, amount | $ 545,462 | $ 998,134 | $ 3,727,046 | $ 3,726,549 | ||||
Outstanding shares, ending | 854,177,778 | 734,177,778 | ||||||
Stock option, exercise prices | $ 0.05 | |||||||
Non qualified stock options, total | 120,000,000 | 20,000,000 | ||||||
Stock-based compensation | $ 2,986,546 | $ 1,699,964,435 | ||||||
Common stock closing price | $ 0.008 | |||||||
Vesting period, descriptions | These options vest 1/36th per month over thirty-six months | These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter | These options vest 1/36th per month over thirty-six months | The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company | ||||
Five Officers and Directors and Consultants [Member] | On October19, 2020 and December 22, 2020 [Member] | ||||||||
Non qualified stock options, total | 210,000,000 | |||||||
Vesting period, descriptions | Of these non-qualified options, 5,000,000 vest 1/24th per month over twenty- four months and 205,000,000 vest 1/36th per month over thirty-six months | |||||||
Minimum [Member] | Five Officers and Directors and Consultants [Member] | ||||||||
Stock option, exercise prices | $ 0.0108 | |||||||
Maximum [Member] | Five Officers and Directors and Consultants [Member] | ||||||||
Stock option, exercise prices | $ 0.017 | |||||||
Preferred Stock Series B [Member] | ||||||||
Stock option, exercise prices | $ 0.0074 | |||||||
Preferred Series B Shares Member | ||||||||
Stock option, exercise prices | $ 0.0074 | |||||||
Non qualified stock options, total | 504,000,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Conversion to stock | Monthly |
Stock price on the valuation date | $ 0.008 |
Minimum [Member] | Derivative Liabilities [Member] | |
Risk free interest rates | 3.02% |
Expected volatility | 182.30% |
Years to maturity | 10 months 24 days |
Maximum [Member] | Derivative Liabilities [Member] | |
Risk free interest rates | 6.81% |
Expected volatility | 318.80% |
Years to maturity | 5 years |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Liability | $ 1,233,679 | $ 5,925,214 |
Stock Option [Member] | ||
Derivative Liability | 493,522 | 4,412,878 |
Convertible Notes Payable [Member] | ||
Derivative Liability | $ 740,157 | $ 1,512,336 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 08, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option, Granted | 120,000,000 | 524,000,000 | |||||
Stock option, exercise prices | $ 0.05 | ||||||
Accounts payable - related party | $ 30,000 | $ 10,000 | $ 30,000 | ||||
Non qualified stock options, total | 75,000,000 | 504,000,000 | |||||
Vesting period, descriptions | These options vest 1/36th per month over thirty-six months | These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter | These options vest 1/36th per month over thirty-six months | The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company | |||
Mr. Beifuss [Member] | |||||||
Stock option, Granted | 25,000,000 | ||||||
Accounts payable - related party | $ 20,000 | $ 10,000 | 20,000 | ||||
Accrued compensation expense | 120,000 | 120,000 | |||||
Byron Elton [Member] | |||||||
Stock option, Granted | 5,000,000 | ||||||
Chief Executive Officer [Member] | |||||||
Accrued expense | 240,000 | 20,000 | |||||
Fees payable | $ 10,000 | $ 10,000 | |||||
Stock based compensation | 20,000 | ||||||
William E. Beifuss Jr. [Member] | November 1, 2016 [Member] | |||||||
Consulting fees for service, per month | $ 10,000 | ||||||
Four Officers and Directors and Consultants [Member] | |||||||
Stock option vested, description | The options vest 1/36th per month | The options vest 1/36th per month | |||||
Stock option, Granted | 45,000,000 | 205,000,000 | |||||
Stock option, exercise prices | $ 0.0081 | $ 0.017 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Income tax benefit at statutory rate | $ 281,000 | $ (3,739,900) |
State income taxes, net of federal benefit | (200) | (200) |
Non-deductible expenses | 1,007,400 | 5,467,600 |
Non-taxable gains | (1,483,900) | (2,636,900) |
Other | 600 | 1,100 |
Valuation allowance | 195,100 | 908,300 |
Income tax expense benefit, total | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 4,901,900 | $ 4,709,300 |
Research and development credit carryforward | 125,300 | 125,300 |
Related party accrued expenses | 11,600 | 8,700 |
Accrued compensated absences | 600 | 1,100 |
Valuation allowance | (5,039,400) | (4,844,400) |
Deferred tax assets, net, total | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Combined U.S. federal and state rate | 29% | |
Valuation allowance | $ 5,039,400 | $ 4,844,400 |
Operating loss carryforwards | $ 16,903,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Rent per month | $ 500 | ||
Operating lease agreement | 12 months | ||
Operating lease cost | $ 9,413 | $ 12,000 | |
Security Deposit | $ 500 | ||
Consulting Agreement [Member] | Rich Berliner [Member] | |||
Monthly compensation | 20,000 | ||
Consulting Agreement [Member] | William E. Beifuss Jr. [Member] | November 1, 2016 [Member] | |||
Monthly compensation | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent events [Member] - Preferred Stock Series E [Member] - USD ($) | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 01, 2023 | Feb. 06, 2023 | Jan. 05, 2023 |
Additional preferred shares purchased, amount | $ 55,000 | $ 62,000 | $ 55,000 | ||
Additional preferred shared purchased, shares | 550 | 620 | 550 | ||
Principal converted, amount | $ 12,300 | $ 11,700 | |||
Principal converted, shares | 31,538,462 | 30,000,000 |