Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2022 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 000-55049 | |||
Entity Registrant Name | METAWORKS PLATFORMS, INC. | |||
Entity Central Index Key | 0001515139 | |||
Entity Tax Identification Number | 27-3098487 | |||
Entity Incorporation, State or Country Code | NV | |||
Entity Address, Address Line One | 3250 Oakland Hills Court | |||
Entity Address, City or Town | Fairfield | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 94534 | |||
City Area Code | 424 | |||
Local Phone Number | 570.9446 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 5,249,764.38 | |||
Entity Common Stock, Shares Outstanding | 85,645,066 | |||
Documents Incorporated by Reference [Text Block] | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 6624 | 457 | ||
Auditor Name | INTEGRITAT CPA | Haynie & Company | ||
Auditor Location | Boca Raton, Florida | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 34,941 | $ 567,030 |
Accounts receivable, net | 167,213 | |
Prepaid expenses | 24,896 | 88,291 |
Interest receivable, related party – current portion | 142,493 | 24,773 |
Notes receivable, related party – current portion | 655,689 | 551,726 |
Total Current Assets | 1,025,232 | 1,231,820 |
Long-Term Assets | ||
Intangible asset, net | 2,925,000 | |
Notes receivable, related party – long term portion | 594,311 | 698,274 |
Investments, related party | 627 | 480,780 |
Total Long-Term Assets | 594,938 | 4,104,054 |
Total Assets | 1,620,170 | 5,335,874 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,251,051 | 1,249,904 |
Accounts payable and accrued expenses, related party | 43,557 | |
Deferred revenue | 77,700 | |
Notes payable – current portion | 215,465 | |
Derivative liability | 474,595 | |
Total Current Liabilities | 1,587,773 | 1,724,499 |
Total Liabilities | 1,587,773 | 1,724,499 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Common stock, $0.001 par value, 400,000,000 shares authorized; 78,145,066 and 73,359,430 shares issued and outstanding as at December 31, 2022 and 2021, respectively | 78,145 | 73,359 |
Additional paid-in-capital | 42,264,139 | 39,681,142 |
Accumulated deficit | (41,428,167) | (35,248,384) |
Total MetaWorks Stockholders’ Equity (Deficit) | 914,117 | 4,506,117 |
Non-controlling Interest | (881,720) | (894,742) |
Total Stockholders’ Equity (Deficit) | 32,397 | 3,611,375 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 1,620,170 | $ 5,335,874 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 78,145,066 | 73,359,430 |
Common stock, shares outstanding | 78,145,066 | 73,359,430 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues | $ 1,835,773 | $ 472,435 |
Operating expenses | ||
General and administrative expenses | 4,289,754 | 8,435,404 |
Service costs | 1,239,077 | 2,072,669 |
Total operating expenses | 5,528,831 | 10,508,073 |
Net loss from operations | (3,693,058) | (10,035,638) |
Other income (expense) | ||
Other income (expense) | (7,287) | 186,880 |
Interest income - note receivable | 117,721 | 24,773 |
Interest expense - note payable | (6,601) | (65,499) |
Change in fair value of derivative liability | 440,065 | (13,771,835) |
Loss on impairment of intangible | (2,625,000) | |
Loss from investment write-off | (430,005) | |
Total other income (expense) | (2,511,107) | (13,625,681) |
Provision for taxes | ||
Net loss | (6,204,165) | (23,661,319) |
Net profit (loss) from non-controlling interest | 8,122 | (912,269) |
Net loss attributable to MetaWorks | $ (6,212,287) | $ (22,749,050) |
Loss per common share – Basic and diluted | $ (0.08) | $ (0.37) |
Weighted average number of common shares outstanding, basic and diluted | 77,468,853 | 61,125,454 |
Consulting Services [Member] | ||
Revenues | ||
Total revenues | $ 504,750 | $ 136,000 |
NFT [Member] | ||
Revenues | ||
Total revenues | 81,023 | 336,435 |
Movie Distribution [Member] | ||
Revenues | ||
Total revenues | $ 1,250,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss for the year | $ (6,204,165) | $ (23,661,319) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | (31,977) | 786,271 |
Stock-based compensation, related party | 1,887,737 | 3,799,141 |
Consulting expense – share-based compensation | 29,997 | |
Loss on impairment of intangible | 2,625,000 | |
Amortization | 300,000 | 75,000 |
Change in fair value of investments | 32,648 | |
Loss from investment write off | 430,005 | |
Change in fair value of derivative liability | (440,065) | 13,771,835 |
Deconsolidation | (120,478) | |
(Increase) decrease in assets | ||
Accounts receivable | (167,213) | 90,333 |
Prepaid expenses | 80,895 | (69,942) |
Accrued interest notes receivable | (117,720) | (24,773) |
Accounts payable and accrued expenses | 223,536 | 1,105,443 |
Accounts payable and accrued expenses, related party | 43,557 | (135,965) |
Accrued interest on notes payable, related party | 7,292 | (378,860) |
Deferred revenue | 77,700 | |
Net cash (used in) operating activities | (1,222,773) | (4,763,314) |
Investing activities | ||
Payments for Fogdog notes receivable | (1,250,000) | |
Purchase of intangible assets | (3,000,000) | |
Net cash provided by (used in) investing activities | (4,250,000) | |
Financing activities | ||
Proceeds from issuance of notes payable | 221,250 | |
Repayments of notes payable | (13,077) | (469,753) |
Proceeds from warrants exercised | 1,362,234 | |
Proceeds from issuance of EnderbyWorks shares to minority shareholders | 4,900 | |
Proceeds from issuance of convertible notes | 32,500 | |
Proceeds from share issuance | 477,611 | 8,894,831 |
Payments of share issuance costs | (272,810) | |
Net cash provided by financing activities | 690,684 | 9,547,002 |
Net changes in cash and equivalents | (532,089) | 533,688 |
Cash and equivalents at beginning of the year | 567,030 | 33,342 |
Cash and equivalents at end of the year | 34,941 | 567,030 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid in interest | 2,521 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-based compensation reversal - forfeiture | 31,977 | 786,271 |
Stock-based compensation, related party | 1,887,737 | 3,799,141 |
Consulting expenses – shareholder compensation | 29,997 | |
Change in fair value of derivative liability | 440,065 | 15,091,477 |
Derivative write-off of expired warrants | 34,530 | |
Conversion of convertible debt | 476,509 | |
Change in fair value of investments | 32,648 | |
Loss for investment write-off | 430,005 | |
Accounts payable settled for stock issuance | 251,499 | |
Loss on impairment of intangible | $ 2,625,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 35,425 | $ 7,895,335 | $ (13,323,375) | $ (333,415) | $ (5,726,030) |
Beginning balance, shares at Dec. 31, 2020 | 35,426,033 | ||||
Stock-based compensation | 786,271 | 786,271 | |||
Stock-based compensation, related party | 3,799,140 | 3,799,140 | |||
Other share issuances for cash | $ 11,600 | 2,506,486 | 2,518,086 | ||
Share issuance, shares | 11,600,000 | ||||
Options exercised | $ 325 | 32,175 | 32,500 | ||
Options exercised, shares | 325,000 | ||||
Warrants exercised | $ 11,221 | 19,895,861 | 19,907,082 | ||
Warrants exercised, shares | 11,221,250 | ||||
Debt conversion | $ 7,919 | 468,590 | 476,509 | ||
Debt conversion, shares | 7,918,300 | ||||
Private placement for cash | $ 6,869 | 4,297,284 | 4,304,153 | ||
Private placement, shares | 6,868,847 | ||||
Deconsolidation | 824,041 | 350,942 | 1,174,983 | ||
Net income/(loss) for the year | (22,749,050) | (912,269) | (23,661,319) | ||
EnderbyWorks shares issued to minority shareholders | |||||
Ending balance, value at Dec. 31, 2021 | $ 73,359 | 39,681,142 | (35,248,384) | (894,742) | 3,611,375 |
Ending balance, shares at Dec. 31, 2021 | 73,359,430 | ||||
Stock-based compensation | (31,977) | (31,977) | |||
Stock-based compensation, related party | 1,855,233 | 1,855,233 | |||
Debt conversion | $ 1,569 | 220,820 | 222,389 | ||
Debt conversion, shares | 1,568,847 | ||||
Private placement for cash | $ 164 | 33,336 | 33,500 | ||
Private placement, shares | 163,573 | ||||
Net income/(loss) for the year | (6,212,287) | 8,122 | (6,204,165) | ||
Prior period adjustment – to correct error in share based compensation | 32,504 | 32,504 | |||
Other share issuances for cash | $ 2,814 | 441,297 | 444,111 | ||
Share issuance, shares | 2,813,593 | ||||
Shares issuances for services | $ 239 | 29,758 | 29,997 | ||
Number of share issued for services | 239,623 | ||||
EnderbyWorks shares issued to minority shareholders | 4,900 | 4,900 | |||
Derivative liability write-off for expired warrants | 34,530 | 34,530 | |||
Ending balance, value at Dec. 31, 2022 | $ 78,145 | $ 42,264,139 | $ (41,428,167) | $ (881,720) | $ 32,397 |
Ending balance, shares at Dec. 31, 2022 | 78,145,066 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE AND CONTINUANCE OF OPERATIONS | 1. NATURE AND CONTINUANCE OF OPERATIONS MetaWorks Platforms, Inc. (the “Company”) was incorporated under the laws of the State of Nevada July 20, 2010 75,000,000 0.001 On August 1, 2017 the company incorporated a Nevada subsidiary, AppCoin Innovations (USA) inc., which will be used to operate the Company’s business of providing blockchain consulting services. On February 14, 2018, we effected a name change for our subsidiary from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.” On November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic community. Cathio was dissolved on October 20, 2020. On November 28, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to the sports and entertainment industry by working with large and well-established brands. Effective December 5, 2018, we effected a name change for our subsidiary from “GN Innovations, Inc.” to “GNI, Inc.” Effective February 6, 2019, we effected a name change for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On August 12, 2021, the Company’s subsidiary sBetOne, Inc. (“sBetOne”) entered into a business combination with a related party, VON Acquisition Inc. (“VON”), whereby sBetOne became a wholly owned subsidiary of VON. On September 3, 2019, the Company changed its name from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and a subsidiary of the Company changed its name from “ICOx USA, Inc.” to “CurrencyWorks USA Inc.”. On June 22, 2021, we incorporated a new Delaware subsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles. On June 22, 2021, we incorporated a new Delaware subsidiary, EnderbyWorks, LLC, (“EnderbyWorks”) to create a direct-to-consumer, feature-length film viewing and distribution platform delivering feature-length films and digital collectible entertainment content as NFTs. On August 24, 2022, the Company changed its name from CurrencyWorks Inc. to MetaWorks Platforms, Inc. The Company’s business model is to provide a turnkey set of services to develop and integrate Web 3.0 / Metaverse technologies, NFT, blockchain, and cryptocurrency technologies. The Company’s services include strategic planning, project planning, structure development and administration, business plan modeling, technology development support, whitepaper preparation, due diligence reporting, governance planning and management, and movie distribution. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $ 41,428,167 35,248,384 MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 1. NATURE AND CONTINUANCE OF OPERATIONS (CONT’D) The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary 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 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the United States if America of (“US.GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Annual Report in its Form 10-K filing under the Securities Exchange Commission. Reclassification Certain reclassifications have been made to prior periods to conform with current reporting. Basis of Consolidation The consolidated statements include the accounts of the Company and its subsidiaries. CurrencyWorks USA Inc. (formerly ICOx USA, Inc.) is a wholly owned subsidiary. MotoClub and EnderbyWorks, LLC are majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and note receivable, the valuation of the investments and any impairment and the net book value of long-lived assets. Management bases its estimates on historical experience and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. Contingent Liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022 and 2021, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2020, 2018, and prior. Based on evaluation of the 2020 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2022 or 2021, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2022 or 2021. We are subject to taxation in the U.S. and the state of California. The Company’s tax returns for tax years from 2019 to recent filings remain subject to potential examination by the tax authorities. Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. The carrying amount of accounts receivable represents the maximum credit exposure on this balance. Accounts receivable balances relate to the consulting services business and are reported at their net realizable value. From management’s best estimate there is no Earnings per Share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options (Note 10 and Note 16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. On December 31, 2022 the Company had no convertible debt outstanding, warrants exercisable to 19,807,614 9,513,555 shares of common stock. On December 31, 2021 the Company had no convertible debt outstanding, warrants exercisable to 18,102,771 shares of common stock and stock options exercisable to 4,759,995 shares of common stock. For both years the effect of exercisable options and warrants is anti-dilutive and they have been excluded from dilutive EPS. Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 16). The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. Stock options granted to employees are expensed over the vesting period of the options. The fair value of stock options is determined on the grant date. Forfeitures of options are recognized as they occur. Compensation cost previously recognized is reversed on the date of forfeiture for any options that are forfeited prior to the completion of the requisite service period or vesting period. Cancellation of an award accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a modification of the terms of the canceled award. The total compensation cost measured on the date of a cancellation and replacement id the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement. A cancelation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost is recognized on the cancellation date. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Fair Value of Financial Instruments The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2022, and 2021, the Company did not have any level 1 or 2 financial instruments. On December 31, 2022 and 2021 the company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities. The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 627 Total - - 1,250,627 Liabilities Notes Payable - - 215,465 Total - - 215,465 The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2021. Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 480,780 Total - - 1,730,780 Liabilities Derivative Liabilities - - 474,595 Total - - 474,595 Derivative Liabilities When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheet. In accordance with ASC 815-40, Derivatives and Hedging – Contracts in the Entity’s Own Equity (ASC 815-40), the Company classifies a warrant as equity if it is indexed to the Company’s equity and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity in general when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC 480, Distinguishing Liabilities from Equity, or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. As of December 31, 2022 and 2021, the Company had warrants that were classified as liabilities and warrants that were classified as equity. Some of the warrants issued by the Company have strike prices denominated in Canadian dollars (“CAD”). The Company’s functional currency is USD. In accordance with ASC 815 and EITF Issue No. 07-5, when the strike price of warrants is denominated in a currency other than an entity’s functional currency, the warrants would not be considered indexed to the entity’s own stock and would consequently be evaluated for a derivative liability under the conditions that the strike price is indexed to a foreign currency. The derivative liability associated with these warrants was valued on the date of issuance and is revalued at each reporting period. Digital assets The Company applies accounting for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets”, the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. Accordingly digital assets that lack physical substance meet the definition of intangible assets and would generally be accounted for under FASB ASC 350, Intangibles — Goodwill and Other. The obligation to safeguard those assets is recorded as a liability at the fair value. The Company holds no digital assets on December 31, 2022, and 2021. Though its business is in the development of digital asset platforms and the creation of non-fungible tokens, digital asset balances are not regularly used to conduct transactions or held during the year. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, the Company also considers the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer The Company generates revenues from three main sources, NFT sales, consulting services, and movie distribution. Consulting Services Consulting Service revenue is derived from providing professional knowledge and skills for creation of digital assets platforms and advisory services to third-party customers. The contract and performance obligations are created based on the needs of the customer and the abilities of the Company to provide the required services. The allocation of the transaction price to the individual performance obligations in the contract may be specified by task or by phase depending on the work being done. Revenue is recognized upon completion of the performance obligations. Revenues from ongoing services are recognized ratably over the related period. Revenue is recognized for the creation of software and web-based platforms upon completion and delivery. NFT Revenue NFT revenue is derived from the sale of NFTs. These NFTs are created by the Company’s subsidiaries and are sold through an online sales platform or through an auction. Revenue is recognized when the Company transfers the ownership of the NFT to the customer. Movie Distribution Revenue Movie distribution revenue is derived from the use of the Company’s intangible asset (Note 7). Revenues earned to date are from nonrefundable minimum guaranteed payments and, were recognized on the date distribution rights were granted to the purchaser. Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales. Funds received for unearned revenue are recognized as deferred revenue on the consolidated balance sheet and are recognized as revenue upon completion of milestones or specified tasks. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
CONCENTRATION AND CREDIT RISK
CONCENTRATION AND CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Concentration And Credit Risk | |
CONCENTRATION AND CREDIT RISK | 3. CONCENTRATION AND CREDIT RISK Financial instruments which potentially subject the Company to credit risk, consist principally of cash. Cash is maintained with a major financial institution in the USA that is creditworthy. The Company maintains cash in a bank account insured up to $ 250,000 no During the year ended December 31, 2022, two customers individually made up 10 1,520,750 1,250,000 270,750 10 10 165,750 no |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE As at December 31, 2022, the Company had outstanding accounts receivables of $ 167,213 0 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | 5. PREPAID EXPENSES For the years ended December 31, 2022 and 2021, prepaid expenses was comprised of: SCHEDULE OF PREPAID EXPENSES December 31, December 31, 2022 2021 Prepaid expenses $ 24,896 $ 27,500 Prepaid insurance - 60,791 Prepaid expenses total $ 24,896 $ 88,291 During 2021, the Company entered into a relationship with an unrelated entity to acquire common stock under a subscription agreement. The Company would advise it on blockchain technology, permitting it to expand its marketing business, and in return the entity would provide marketing services. On December 31, 2022, a total of $ 57,500 57,500 |
NOTES RECEIVABLE _ RELATED PART
NOTES RECEIVABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Notes Receivable Related Party | |
NOTES RECEIVABLE – RELATED PARTY | 6. NOTES RECEIVABLE – RELATED PARTY Effective as of May 5, 2021, we loaned $ 400,000 4 May 5, 2022 Effective as of August 20, 2021, we loaned an additional $ 850,000 10 August 20, 2027 142,493 24,773 On March 15, 2023, the Company and FogDog agreed to an extension of terms on both notes, the $ 400,000 850,000 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | 7. INTANGIBLE ASSET On July 6, 2021, the Company, through EnderbyWorks, LLC, acquired rights to a movie for a period of 10 years for $ 3,000,000 10 -year estimated life. The Company was to generate revenues from the resale of the distribution rights over the period of ten years. The Company entered a sales contract on November 15, 2021, to sublease these rights to a movie distributor resulting in revenues during 2022 of $ 1,250,000 2,625,000 SCHEDULE OF INTANGIBLE ASSETS Estimated life in years December 31, 2022 December 31, 2021 Intangible asset 10 $ 3,000,000 $ 3,000,000 Less: Impairment (2,625,000 ) - Accumulated amortization (375,000 ) (75,000 ) Intangible assets, net $ - $ 2,925,000 Beginning accumulated amortization $ 75,000 $ - Amortization expense 300,000 75,000 Ending accumulated amortization $ 375,000 $ 75,000 |
INVESTMENTS, RELATED PARTY
INVESTMENTS, RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
INVESTMENTS, RELATED PARTY | 8. INVESTMENTS, RELATED PARTY On November 20, 2017, the Company entered into an agreement with WENN Digital to provide a loan. Upon acceptance of the loan agreement WENN Digital agreed to issue 375,000 0.0001 37 On August 12, 2021, the Company’s subsidiary sBetOne entered into a business combination with a related party, VON Acquisition Inc. (“VON”) whereby the Company exchanged its equity interest in sBetOne for equity interest in VON. The Company received 5,902,174 6.31 59.02 6.31 0.10 During the year ended December 31, 2021, the sBetOne carrying amount in liabilities of $ 824,041 350,942 120,478 At the conclusion of the exchange of VON’s shares for sBetOne’s shares, to reflect a reasonable value for shares held in sBetOne, the Company wrote-off previously held value attributable to the VON share price, resulting in sBetOne’s shares being held at par. SBetOne’s par value per share of common stock is $ 0.0001 5,902,174 $590 SCHEDULE OF INVESTMENTS IN RELATED PARTY December 31, December 31, 2022 2021 Investments, related party – WENN $ 37 $ 480,780 Investment, related party – sBetOne, LLP 590 - Total 627 480,780 MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 9. NOTES PAYABLE On June 14, 2022, the Company issued a promissory note payable for $ 117,000 August 13, 2022 February 14, 2023 2,289 On November 8, 2022, the Company entered into a promissory note (“Note B”) agreement to raise $ 116,760 12,510 4,250 100,000 14,011 November 8, 2023 130,771 ten payments 13,077 In the event of a default, the Note is convertible into shares of common stock of the Company. In a default situation, the holder of the Note has the right to convert all or any part of the unpaid balance of the Note into shares of common stock of the Company, at a conversion price that is equal to the lowest trading price for the shares of common stock during the twenty-five trading days prior to the conversion date. Upon the occurrence and during the continuation of any event of default, the Note would immediately become due and payable and, if the Company wishes to repay the Note in cash, the Company would pay an amount equal to 200% of the then outstanding unpaid amounts owed. 13,077 2,043 691 During the year ended December 31, 2022 the Company incurred interest expense for these notes which total $ 6,601 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Revenue | |
DEFERRED REVENUE | 10. DEFERRED REVENUE Prior to December 31, 2022, the Company received $ 77,700 77,700 and $ 0 on December 31, 2022 and 2021, respectively. See Note 2 for additional information on our revenue recognition policy. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may be subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. The Company is not aware of any pending litigation as of the date of this report, and therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any pending litigation is not expected to have a material effect in the Company’s financial position, result or operations, and cash flows. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS On January 22, 2018, the Company appointed James Geiskopf as Lead Director. As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses owing to this related party of $ 6,302 0 On April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses owed to this related party of $ 567 30,000 On August 1, 2022, the Company appointed Scott Gallagher as President. As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses owing to this related party of $ 10,000 0 On December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses owed to this related party of $ 1,688 20,000 On October 9, 2017, the Company signed an agreement with a company owned by Swapan Kakumanu to provide accounting services. As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses owed of $ 25,000 . On May 5, 2021, the Company loaned Fogdog $ 400,000 of which our CFO is a director, chief financial officer and shareholder (Note 6). Effective as of August 20, 2021, we loaned an additional $ 850,000 to Fogdog pursuant to convertible promissory note (Note 6). As of December 31, 2022 and 2021, the Company had total outstanding notes receivable from Fogdog of $ 1,250,000 . Accrued interest for both loans total $ 142,493 24,773 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 13. DERIVATIVE LIABILITIES On June 12, 2022, 2,108,750 34,530 135,978 34,350 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION VALUATION TECHNIQUES June 12, 2022 Related outstanding warrants 2,108,750 Number of underlying shares for outstanding warrants 2,108,750 Stock price $ 0.12 Exercise price $ 0.10 Volatility 25.81 % Risk-free interest rate 1.10 % Expected dividend yield 0 % Warrant remaining life in years 0 Black Scholes fair value per option $ 0.02 CAD The derivative liability revaluation on December 31, 2022 resulted in a gain in the amount of $ 440,065 0 474,595 February 4, 2023 SCHEDULE OF ASSUMPTION FOR THE VALUATION OF WARRANTS EXERCISABLE December 31, 2022 December 31, 2021 Related outstanding warrants 7,900,000 7,900,000 Number of underlying shares for outstanding warrants 7,900,000 7,900,000 Stock price ($CAD) $ 0.04 $ 0.34 Exercise Price ($CAD) $ 0.75 $ 0.75 Expected volatility 158.73 % 54.03 % Risk-free interest rate 4.41 % 0.34 % Expected dividend yield 0 % 0 % Warrant remaining life in years 0.0 0.1 Black Scholes fair value per option $ - $ - MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 14. WARRANTS The Company granted 3,813,593 18,494,021 2,108,750 0.6033 0.90 11,721,250 0.7088 0.10 A portion of outstanding warrants are denominated in a currency other than the Company’s functional currency. The fair value of each of these warrants is estimated using the Black-Scholes valuation method, see Note 13. Since the expected life of the warrants was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. The following table summarizes changes in warrants outstanding in each year: SUMMARIZES CHANGES IN WARRANTS OUTSTANDING December 31, 2022 December 31, 2021 Outstanding at beginning of year 18,102,771 11,330,000 Issuances 3,813,593 18,494,021 Expirations (2,108,750 ) (11,721,250 ) Outstanding at end of year 19,807,614 18,102,771 Weighted Average Price $ 0.6033 $ 0.7088 |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHARE CAPITAL | 15. SHARE CAPITAL On January 5, 2021, the Company completed a private placement where 2,400,000 0.40 300,000 236,090 1,559,108 February 4, 2021, the Company completed a private placement where 8,000,000 0.54 4,000,000 3,118,179 1,818,140 On March 23, 2021, the Company completed a private placement where 1,200,000 1 1,200,000 On May 11, 2021, 4,504,600 135,138 3,413,700 341,370 824,041 On July 14, 2021, the Company completed a registered direct offering where 4,687,500 0.80 3,750,000 On November 29, 2021, the Company converted shares for services rendered where 51,217 On December 29, 2021, the Company completed a registered direct offering where 1,956,521 0.23 450,000 On December 29, 2021, the Company completed a private placement where 173,609 0.288 50,000 On December 31, 2021, there were 11,721,250 warrants exercised for common shares. On January 28, 2022, the Company issued 244,139 0.2048 50,000 33,500 16,500 On January 28, 2022, the Company completed a debt conversion where 488,281 0.2048 100,000 On January 28, 2022, the Company issued 1,221,001 200,000 0.1638 On February 11, 2022, the Company issued 47,614 0.21 9,999 On February 28, 2022, the Company issued 2,592,592 0.135 350,000 244,111 105,889 On May 9, 2022, the Company issued 83,325 0.12 9,999 On August 31, 2022, the Company issued 108,684 common shares for services rendered to the Company at a price of $ 0.092 USD per share, for a total value of $ 9,999 USD. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years . No amounts are paid or payable by the recipient on receipt of the options. On April 26, 2021, the maximum number of options available for grant was increased to 13,300,000 shares. On December 31, 2022, there are 12,730,000 stock options issued and outstanding. On December 31, 2022, there are 570,000 unused stock options. The Company has also granted stock options to non-employees. These stock options were granted to consultants who have provided their services for cash compensation below cost, with the stock options providing additional compensation in lieu of cash. On February 10, 2021, the Company granted a total of 2,066,666 1.17 ten years 1.09 (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On March 19, 2021, the Company granted a total of 180,000 3.19 ten years 2.87 (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On May 5, 2021, the Company granted a total of 180,000 1.78 ten years 1.65 (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On June 15, 2021, the Company granted a total of 2,900,000 1.16 ten years 1.07 (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On September 6, 2022, 130,000 On August 26, 2022, the Company granted a total of 8,300,000 0.09 ten years 0.0780 (i) 1/2 the date of the grant; and (ii) 1/2 on the first anniversary date; On August 26, 2022, the Company granted a total of 1,000,000 0.09 0.0780 (i) 1/3 the date of the grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 16. STOCK-BASED COMPENSATION (CONT’D) Stock-based compensation expense recognized for the years ended December 31, 2022 and 2021 were $ 1,855,761 4,585,412 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED Years Ended December 31, 2022 2021 Share price $ 0.09 $ 0.34 Exercise price $ 0.09 $ 0.10 3.19 Time to maturity (years) 10 5 10 Risk-free interest rate 3.04 % 0.79 1.74 % Expected volatility 89.92 % 62.10 112.45 % Dividend per share $ 0.00 $ 0.00 Forfeiture rate - - SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2021 8,301,666 0.79 0.86 8.1 Granted 9,300,000 0.08 0.09 9.7 Forfeited (180,000 ) 1.65 1.78 8.3 Cancelled (4,691,666 ) 1.04 1.12 8.1 Options outstanding, December 31, 2022 12,730,000 0.17 0.19 8.6 Options exercisable, December 31, 2022 9,513,555 0.18 0.20 7.8 As vesting conditions are not wholly dependent on the employee and there is no timeline for them, for accounting purposes, the fair value is calculated and the expense is recognized upon the achievement of the milestones. Nonvested options are valued at the date of the grant at the fair value of the common stock and are expensed over the vesting period. As at the grant date of the nonvested options, the fair value of the common stock was based upon the issuance of the founder shares at $ 0.0001 MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES For the fiscal years 2022 and 2021, there was no As of December 31, 2022 and 2021, the Company had net operating loss carry forwards of approximately $ 3,897,793 2,890,509 , respectively. The carry forwards expire through the year 2042 . The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 21% as an effective rate SCHEDULE OF TAX EXPENSE For the years ended December 31, 2022 2021 Net operating loss before taxes $ (6,212,287 ) $ (22,749,050 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (1,304,580 ) (4,777,301 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 389,710 962,936 Change in Derivatives (92,414 ) 2,892,085 Change in valuation allowance 1,007,284 922,280 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets at December 31, 2021 and 2020, respectively, are as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax asset: Net operating loss carry forwards $ 3,897,793 $ 2,890,509 Total gross deferred tax assets 3,897,793 2,890,509 Less: Deferred tax asset valuation allowance (3,897,793 ) (2,890,509 ) Total net deferred tax assets $ - $ - In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The returns filed from the year 2019 going-forward are subject to examination by the IRS. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | 18. NON-CONTROLLING INTEREST On April 1, 2019, the Company transferred 2,000,000 1,097,826 2,097,826 59.02% On March 15, 2023, the Company signed an agreement with its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100 1,828,000 8 July 6, 2024 6,000,000 MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 18. NON-CONTROLLING INTEREST (CONT’D) On August 12, 2021, the Company’s subsidiary sBetOne entered into a business combination with a related party, VON Acquisition Inc. (“VON”) whereby the Company exchanged its equity interest in sBetOne for equity interest in VON. The Company received 5,902,174 6.31% 59.02% 6.31% On June 22, 2021, the Company incorporated a new Delaware subsidiary, EnderbyWorks, LLC, in which the Company owns 51% 80% The following table sets forth a summary of the changes in non-controlling interest: SUMMARY OF CHANGES IN NON-CONTROLLING INTEREST December 31, 2022 December 31, 2021 Non-controlling interest beginning of the year $ (894,742 ) (333,415 ) Issuance of shares by EnderbyWorks, LLC 4,900 - Net income 8,122 (912,269 ) Deconsolidation - 350,942 Non-controlling interest at December 31, 2022 $ (881,720 ) (894,742 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS On January 31, 2023, the Company signed an amendment to the $ 117,000 This amendment extends the maturity date of the loan from February 14, 2023 to February 14, 2024 at an interest rate equal to the Bank of Canada’s Prime rate plus 3% On February 10, 2023, the Company completed a private placement for 6,500,000 shares at a price of $ 0.05 per share for total gross proceeds of $ 325,000 . On March 7, 2023, the Company issued 1,000,000 0.10 100,000 On March 15, 2023, the Company and FogDog agreed to an extension of terms on both the loan and note payable extending the respective maturity dates to December 31, 2028 December 31, 2024 On March 15, 2023, the Company signed an agreement with its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100 1,828,000 8 July 6, 2024 6,000,000 The Company has evaluated events occurring subsequent to December 31, 2022 through the date these financial statements were issued and noted no additional items requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the United States if America of (“US.GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Annual Report in its Form 10-K filing under the Securities Exchange Commission. |
Reclassification | Reclassification Certain reclassifications have been made to prior periods to conform with current reporting. |
Basis of Consolidation | Basis of Consolidation The consolidated statements include the accounts of the Company and its subsidiaries. CurrencyWorks USA Inc. (formerly ICOx USA, Inc.) is a wholly owned subsidiary. MotoClub and EnderbyWorks, LLC are majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and note receivable, the valuation of the investments and any impairment and the net book value of long-lived assets. Management bases its estimates on historical experience and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. |
Contingent Liabilities | Contingent Liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022 and 2021, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2020, 2018, and prior. Based on evaluation of the 2020 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2022 or 2021, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2022 or 2021. We are subject to taxation in the U.S. and the state of California. The Company’s tax returns for tax years from 2019 to recent filings remain subject to potential examination by the tax authorities. |
Accounts Receivable | Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. The carrying amount of accounts receivable represents the maximum credit exposure on this balance. Accounts receivable balances relate to the consulting services business and are reported at their net realizable value. From management’s best estimate there is no |
Earnings per Share | Earnings per Share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options (Note 10 and Note 16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. On December 31, 2022 the Company had no convertible debt outstanding, warrants exercisable to 19,807,614 9,513,555 shares of common stock. On December 31, 2021 the Company had no convertible debt outstanding, warrants exercisable to 18,102,771 shares of common stock and stock options exercisable to 4,759,995 shares of common stock. For both years the effect of exercisable options and warrants is anti-dilutive and they have been excluded from dilutive EPS. |
Stock-Based Compensation | Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 16). The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. Stock options granted to employees are expensed over the vesting period of the options. The fair value of stock options is determined on the grant date. Forfeitures of options are recognized as they occur. Compensation cost previously recognized is reversed on the date of forfeiture for any options that are forfeited prior to the completion of the requisite service period or vesting period. Cancellation of an award accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a modification of the terms of the canceled award. The total compensation cost measured on the date of a cancellation and replacement id the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement. A cancelation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost is recognized on the cancellation date. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2022, and 2021, the Company did not have any level 1 or 2 financial instruments. On December 31, 2022 and 2021 the company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities. The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 627 Total - - 1,250,627 Liabilities Notes Payable - - 215,465 Total - - 215,465 The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2021. Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 480,780 Total - - 1,730,780 Liabilities Derivative Liabilities - - 474,595 Total - - 474,595 |
Derivative Liabilities | Derivative Liabilities When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheet. In accordance with ASC 815-40, Derivatives and Hedging – Contracts in the Entity’s Own Equity (ASC 815-40), the Company classifies a warrant as equity if it is indexed to the Company’s equity and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity in general when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC 480, Distinguishing Liabilities from Equity, or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. As of December 31, 2022 and 2021, the Company had warrants that were classified as liabilities and warrants that were classified as equity. Some of the warrants issued by the Company have strike prices denominated in Canadian dollars (“CAD”). The Company’s functional currency is USD. In accordance with ASC 815 and EITF Issue No. 07-5, when the strike price of warrants is denominated in a currency other than an entity’s functional currency, the warrants would not be considered indexed to the entity’s own stock and would consequently be evaluated for a derivative liability under the conditions that the strike price is indexed to a foreign currency. The derivative liability associated with these warrants was valued on the date of issuance and is revalued at each reporting period. |
Digital assets | Digital assets The Company applies accounting for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets”, the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. Accordingly digital assets that lack physical substance meet the definition of intangible assets and would generally be accounted for under FASB ASC 350, Intangibles — Goodwill and Other. The obligation to safeguard those assets is recorded as a liability at the fair value. The Company holds no digital assets on December 31, 2022, and 2021. Though its business is in the development of digital asset platforms and the creation of non-fungible tokens, digital asset balances are not regularly used to conduct transactions or held during the year. MetaWorks Platforms, Inc. (formerly CurrencyWorks Inc.) Notes to Consolidated Financial Statements December 31, 2022 and 2021 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) |
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, the Company also considers the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer The Company generates revenues from three main sources, NFT sales, consulting services, and movie distribution. Consulting Services Consulting Service revenue is derived from providing professional knowledge and skills for creation of digital assets platforms and advisory services to third-party customers. The contract and performance obligations are created based on the needs of the customer and the abilities of the Company to provide the required services. The allocation of the transaction price to the individual performance obligations in the contract may be specified by task or by phase depending on the work being done. Revenue is recognized upon completion of the performance obligations. Revenues from ongoing services are recognized ratably over the related period. Revenue is recognized for the creation of software and web-based platforms upon completion and delivery. NFT Revenue NFT revenue is derived from the sale of NFTs. These NFTs are created by the Company’s subsidiaries and are sold through an online sales platform or through an auction. Revenue is recognized when the Company transfers the ownership of the NFT to the customer. Movie Distribution Revenue Movie distribution revenue is derived from the use of the Company’s intangible asset (Note 7). Revenues earned to date are from nonrefundable minimum guaranteed payments and, were recognized on the date distribution rights were granted to the purchaser. Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales. Funds received for unearned revenue are recognized as deferred revenue on the consolidated balance sheet and are recognized as revenue upon completion of milestones or specified tasks. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING | The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 627 Total - - 1,250,627 Liabilities Notes Payable - - 215,465 Total - - 215,465 The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2021. Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) Assets $ $ $ Notes Receivable - - 1,250,000 Investments, related party - - 480,780 Total - - 1,730,780 Liabilities Derivative Liabilities - - 474,595 Total - - 474,595 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses | |
SCHEDULE OF PREPAID EXPENSES | For the years ended December 31, 2022 and 2021, prepaid expenses was comprised of: SCHEDULE OF PREPAID EXPENSES December 31, December 31, 2022 2021 Prepaid expenses $ 24,896 $ 27,500 Prepaid insurance - 60,791 Prepaid expenses total $ 24,896 $ 88,291 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | SCHEDULE OF INTANGIBLE ASSETS Estimated life in years December 31, 2022 December 31, 2021 Intangible asset 10 $ 3,000,000 $ 3,000,000 Less: Impairment (2,625,000 ) - Accumulated amortization (375,000 ) (75,000 ) Intangible assets, net $ - $ 2,925,000 Beginning accumulated amortization $ 75,000 $ - Amortization expense 300,000 75,000 Ending accumulated amortization $ 375,000 $ 75,000 |
INVESTMENTS, RELATED PARTY (Tab
INVESTMENTS, RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
SCHEDULE OF INVESTMENTS IN RELATED PARTY | SCHEDULE OF INVESTMENTS IN RELATED PARTY December 31, December 31, 2022 2021 Investments, related party – WENN $ 37 $ 480,780 Investment, related party – sBetOne, LLP 590 - Total 627 480,780 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION VALUATION TECHNIQUES | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION VALUATION TECHNIQUES June 12, 2022 Related outstanding warrants 2,108,750 Number of underlying shares for outstanding warrants 2,108,750 Stock price $ 0.12 Exercise price $ 0.10 Volatility 25.81 % Risk-free interest rate 1.10 % Expected dividend yield 0 % Warrant remaining life in years 0 Black Scholes fair value per option $ 0.02 CAD |
SCHEDULE OF ASSUMPTION FOR THE VALUATION OF WARRANTS EXERCISABLE | SCHEDULE OF ASSUMPTION FOR THE VALUATION OF WARRANTS EXERCISABLE December 31, 2022 December 31, 2021 Related outstanding warrants 7,900,000 7,900,000 Number of underlying shares for outstanding warrants 7,900,000 7,900,000 Stock price ($CAD) $ 0.04 $ 0.34 Exercise Price ($CAD) $ 0.75 $ 0.75 Expected volatility 158.73 % 54.03 % Risk-free interest rate 4.41 % 0.34 % Expected dividend yield 0 % 0 % Warrant remaining life in years 0.0 0.1 Black Scholes fair value per option $ - $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
SUMMARIZES CHANGES IN WARRANTS OUTSTANDING | The following table summarizes changes in warrants outstanding in each year: SUMMARIZES CHANGES IN WARRANTS OUTSTANDING December 31, 2022 December 31, 2021 Outstanding at beginning of year 18,102,771 11,330,000 Issuances 3,813,593 18,494,021 Expirations (2,108,750 ) (11,721,250 ) Outstanding at end of year 19,807,614 18,102,771 Weighted Average Price $ 0.6033 $ 0.7088 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED Years Ended December 31, 2022 2021 Share price $ 0.09 $ 0.34 Exercise price $ 0.09 $ 0.10 3.19 Time to maturity (years) 10 5 10 Risk-free interest rate 3.04 % 0.79 1.74 % Expected volatility 89.92 % 62.10 112.45 % Dividend per share $ 0.00 $ 0.00 Forfeiture rate - - |
SCHEDULE OF STOCK OPTION ACTIVITY | SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2021 8,301,666 0.79 0.86 8.1 Granted 9,300,000 0.08 0.09 9.7 Forfeited (180,000 ) 1.65 1.78 8.3 Cancelled (4,691,666 ) 1.04 1.12 8.1 Options outstanding, December 31, 2022 12,730,000 0.17 0.19 8.6 Options exercisable, December 31, 2022 9,513,555 0.18 0.20 7.8 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF TAX EXPENSE | SCHEDULE OF TAX EXPENSE For the years ended December 31, 2022 2021 Net operating loss before taxes $ (6,212,287 ) $ (22,749,050 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (1,304,580 ) (4,777,301 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 389,710 962,936 Change in Derivatives (92,414 ) 2,892,085 Change in valuation allowance 1,007,284 922,280 Total $ - $ - |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax asset: Net operating loss carry forwards $ 3,897,793 $ 2,890,509 Total gross deferred tax assets 3,897,793 2,890,509 Less: Deferred tax asset valuation allowance (3,897,793 ) (2,890,509 ) Total net deferred tax assets $ - $ - |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
SUMMARY OF CHANGES IN NON-CONTROLLING INTEREST | The following table sets forth a summary of the changes in non-controlling interest: SUMMARY OF CHANGES IN NON-CONTROLLING INTEREST December 31, 2022 December 31, 2021 Non-controlling interest beginning of the year $ (894,742 ) (333,415 ) Issuance of shares by EnderbyWorks, LLC 4,900 - Net income 8,122 (912,269 ) Deconsolidation - 350,942 Non-controlling interest at December 31, 2022 $ (881,720 ) (894,742 ) |
NATURE AND CONTINUANCE OF OPE_2
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 20, 2010 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
State or country of incorporation | NV | ||
Date of incorporation | Jul. 20, 2010 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 75,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Accumulated deficit | $ 41,428,167 | $ 35,248,384 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING (Details) - USD ($) | Dec. 31, 2022 | Jun. 12, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Notes Receivable | $ 655,689 | $ 551,726 | |
Investments, related party | 627 | 480,780 | |
Derivative Liabilities | $ 34,530 | 474,595 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes Receivable | |||
Investments, related party | |||
Total | |||
Total | |||
Derivative Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes Receivable | |||
Investments, related party | |||
Total | |||
Total | |||
Derivative Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes Receivable | 1,250,000 | 1,250,000 | |
Investments, related party | 627 | 480,780 | |
Total | 1,250,627 | 1,730,780 | |
Note Payable | 215,465 | ||
Total | $ 215,465 | 474,595 | |
Derivative Liabilities | $ 474,595 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Conversion of Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,807,614 | 18,102,771 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,513,555 | 4,759,995 |
CONCENTRATION AND CREDIT RISK (
CONCENTRATION AND CREDIT RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 | |
Cash | 0 | $ 0 |
Total revenue | 1,835,773 | 472,435 |
Accounts receivables | 167,213 | |
Movie Distribution [Member] | ||
Product Information [Line Items] | ||
Total revenue | 1,250,000 | |
Consulting Services [Member] | ||
Product Information [Line Items] | ||
Total revenue | 504,750 | $ 136,000 |
Customer One [Member] | Movie Distribution [Member] | ||
Product Information [Line Items] | ||
Total revenue | 1,250,000 | |
Customer Two [Member] | Consulting Services [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 270,750 | |
Revenue from Contract with Customer Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | |
Total revenue | $ 1,520,750 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Accounts receivables | $ 165,750 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 167,213 |
SCHEDULE OF PREPAID EXPENSES (D
SCHEDULE OF PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Prepaid expenses | $ 24,896 | $ 27,500 |
Prepaid insurance | 60,791 | |
Prepaid expenses total | $ 24,896 | $ 88,291 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Prepaid Expenses | |
Deposits payment | $ 57,500 |
Marketing expense | $ 57,500 |
NOTES RECEIVABLE _ RELATED PA_2
NOTES RECEIVABLE – RELATED PARTY (Details Narrative) - USD ($) | Mar. 15, 2023 | Mar. 14, 2023 | Aug. 20, 2021 | May 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes receivable from related parties | $ 655,689 | $ 551,726 | ||||
Accrued interest | 142,493 | 24,773 | ||||
Subsequent Event [Member] | ||||||
Notes maturity date | Dec. 31, 2024 | Dec. 31, 2028 | ||||
Maturity date description | the Company and FogDog agreed to an extension of terms on both notes, the $400,000 note had its maturity dated extended to December 31, 2024 and the $850,000 note had its maturity date extended to December 31, 2028 | |||||
Fogdog Energy Solutions Inc [Member] | ||||||
Notes receivable from related parties | $ 850,000 | $ 400,000 | 1,250,000 | $ 1,250,000 | ||
Interest rate, percentage | 10% | 4% | ||||
Notes maturity date | Aug. 20, 2027 | May 05, 2022 | ||||
Accrued interest | $ 142,493 | |||||
Fogdog Energy Solutions Inc [Member] | Subsequent Event [Member] | December 31, 2024 [Member] | ||||||
Notes receivable from related parties | $ 400,000 | |||||
Fogdog Energy Solutions Inc [Member] | Subsequent Event [Member] | December 31, 2028 [Member] | ||||||
Notes receivable from related parties | $ 850,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated life (in years) | 10 years | |
Intangible assets gross | $ 3,000,000 | $ 3,000,000 |
Less: Impairment | (2,625,000) | |
Less: Accumulated amortization | (375,000) | (75,000) |
Intangible assets, net | 2,925,000 | |
Beginning accumulated amortization | 75,000 | |
Amortization expense charge | 300,000 | 75,000 |
Ending accumulated amortization | $ 375,000 | $ 75,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 06, 2021 | Nov. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Intangible assets acquired | $ 3,000,000 | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 10 years | |||
Sublease income | $ 1,250,000 | |||
Impairment of intangible asset | $ 2,625,000 |
SCHEDULE OF INVESTMENTS IN RELA
SCHEDULE OF INVESTMENTS IN RELATED PARTY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 627 | $ 480,780 |
WENN [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | 37 | 480,780 |
S Bet One LLP [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 590 |
INVESTMENTS, RELATED PARTY (Det
INVESTMENTS, RELATED PARTY (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Dec. 30, 2022 shares | Nov. 29, 2021 shares | Aug. 12, 2021 $ / shares shares | Nov. 20, 2017 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 USD ($) | Jan. 28, 2022 $ / shares | |
Schedule of Investments [Line Items] | |||||||
Number of shares issued | shares | 51,217 | ||||||
Share issued price per share | (per share) | $ 0.10 | $ 0.2048 | |||||
SBetOne Inc [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Ownership percentage | 59.02% | ||||||
VON Acquisition Inc [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Ownership percentage | 6.31% | ||||||
VON Acquisition Inc [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Common shares received | shares | 5,902,174 | ||||||
Outstanding common shares percentage | 6.31% | ||||||
SBetOne Inc [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Share issued price per share | $ / shares | $ 0.0001 | ||||||
Number of shares issued | shares | 5,902,174 | ||||||
[custom:ConversionDebtRate] | 590% | ||||||
WENN [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Number of shares issued | shares | 375,000 | ||||||
Share issued price per share | $ / shares | $ 0.0001 | ||||||
Investment | $ | $ 37 | ||||||
SBetOne Inc [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Recognized identifiable assets acquired and liabilities assumed | $ | $ 824,041 | ||||||
Net income (loss) from real estate investment partnership | $ | 350,942 | ||||||
Deconsolidation, gain (loss), amount | $ | $ 120,478 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 08, 2022 | Aug. 09, 2022 | Jun. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Interest expense | $ 6,601 | $ 65,499 | |||
Conversion description | Note is convertible into shares of common stock of the Company. In a default situation, the holder of the Note has the right to convert all or any part of the unpaid balance of the Note into shares of common stock of the Company, at a conversion price that is equal to the lowest trading price for the shares of common stock during the twenty-five trading days prior to the conversion date. Upon the occurrence and during the continuation of any event of default, the Note would immediately become due and payable and, if the Company wishes to repay the Note in cash, the Company would pay an amount equal to 200% of the then outstanding unpaid amounts owed. | ||||
Periodic payment | $ 13,077 | ||||
Amortization of debt discount | 2,043 | ||||
Legl fees | 691 | ||||
Promissory Note A Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Notes payable | $ 117,000 | ||||
Maturity date | Feb. 14, 2023 | Aug. 13, 2022 | |||
Accrued interest | $ 2,289 | ||||
Promissory Note B Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Maturity date | Nov. 08, 2023 | ||||
Debt instrument, face amount | $ 116,760 | ||||
Debt instrument, unamortized discount | 12,510 | ||||
Debt instrument, fee amount | 4,250 | ||||
Net proceeds of notes payable | 100,000 | ||||
Interest expense | 14,011 | ||||
Debt instrument, annual principal payment | $ 130,771 | ||||
Debt instrument, payment terms | ten payments | ||||
Periodic payment | $ 13,077 |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Revenue | ||
Deferred revenue | $ 77,700 | |
Deferred Revenue | $ 77,700 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 20, 2021 | May 05, 2021 |
Related Party Transaction [Line Items] | ||||
Notes receivable, related party – current portion | $ 655,689 | $ 551,726 | ||
Accrued interest | 142,493 | 24,773 | ||
Fogdog Energy Solutions Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes receivable, related party – current portion | 1,250,000 | 1,250,000 | $ 850,000 | $ 400,000 |
Accrued interest | 142,493 | |||
James Geiskopf [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued expenses | 6,302 | 0 | ||
Cameron Chell [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued expenses | 567 | 30,000 | ||
Scott Gallagher [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued expenses | 10,000 | 0 | ||
Swapan Kakumanu [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued expenses | 1,688 | 20,000 | ||
Swapan Kakumanu [Member] | Loan Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued expenses | $ 25,000 | $ 25,000 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION VALUATION TECHNIQUES (Details) | 12 Months Ended | ||
Jun. 12, 2022 $ / shares $ / shares shares | Dec. 31, 2022 $ / shares $ / shares shares | Dec. 31, 2021 $ / shares $ / shares shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 2,108,750 | 7,900,000 | 7,900,000 |
Related outstanding warrants | 2,108,750 | 7,900,000 | 7,900,000 |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 0.12 | 0.04 | 0.34 |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 0.10 | 0.75 | 0.75 |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 25.81 | 158.73 | 54.03 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 1.10 | 4.41 | 0.34 |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 0 | 0 | 0 |
Measurement Input, Warrant Remaining Life in Years [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 0 years | 0 years | 1 month 6 days |
Measurement Input, Fair Value Per Option [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 0.02 |
SCHEDULE OF ASSUMPTION FOR THE
SCHEDULE OF ASSUMPTION FOR THE VALUATION OF WARRANTS EXERCISABLE (Details) | 12 Months Ended | ||
Jun. 12, 2022 $ / shares $ / shares shares | Dec. 31, 2022 $ / shares $ / shares shares | Dec. 31, 2021 $ / shares $ / shares shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Related outstanding warrants | 2,108,750 | 7,900,000 | 7,900,000 |
Number of underlying shares for outstanding warrants | 2,108,750 | 7,900,000 | 7,900,000 |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.12 | 0.04 | 0.34 |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.10 | 0.75 | 0.75 |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 25.81 | 158.73 | 54.03 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 1.10 | 4.41 | 0.34 |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0 | 0 | 0 |
Measurement Input, Warrant Remaining Life in Years [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input term | 0 years | 0 years | 1 month 6 days |
Measurement Input, Fair Value Per Option [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.02 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Warrants expired | 2,108,750 | ||
Derivative liability | $ 34,530 | $ 474,595 | |
Derivative, loss on derivative | 135,978 | $ 440,065 | $ (13,771,835) |
Derivative liability written off | $ 34,350 | ||
Warrants expiration date | Feb. 04, 2023 |
SUMMARIZES CHANGES IN WARRANTS
SUMMARIZES CHANGES IN WARRANTS OUTSTANDING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Outstanding at beginning of year | $ 18,102,771 | $ 11,330,000 |
Warrant issuances | 3,813,593 | 18,494,021 |
Warrant expiries | (2,108,750) | (11,721,250) |
Outstanding at end of year | $ 19,807,614 | $ 18,102,771 |
Weighted Average Price | $ 0.6033 | $ 0.7088 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Exercise price warrant outstanding | $ 0.6033 | $ 0.7088 |
Warrant [Member] | ||
Share based compenstion, option grants | 3,813,593 | 18,494,021 |
Share based compensation, option exercised | 2,108,750 | 11,721,250 |
Exercise price warrant outstanding | $ 0.6033 | $ 0.7088 |
Weighted average remaining contractual term | 10 months 24 days | 1 month 6 days |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) | 12 Months Ended | |||||||||||||||||
Aug. 31, 2022 USD ($) $ / shares shares | May 09, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 11, 2022 USD ($) $ / shares shares | Jan. 28, 2022 USD ($) $ / shares shares | Dec. 29, 2021 USD ($) $ / shares shares | Nov. 29, 2021 shares | Jul. 14, 2021 USD ($) $ / shares shares | Jun. 25, 2021 USD ($) shares | May 11, 2021 USD ($) shares | Mar. 23, 2021 USD ($) $ / shares shares | Feb. 04, 2021 USD ($) shares | Feb. 04, 2021 CAD ($) $ / shares shares | Jan. 05, 2021 USD ($) shares | Jan. 05, 2021 CAD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Aug. 12, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Shares issued during private placement, shares | shares | 51,217 | |||||||||||||||||
Issued price per share | (per share) | $ 0.2048 | $ 0.10 | ||||||||||||||||
Proceeds from share issuance | $ 477,611 | $ 8,894,831 | ||||||||||||||||
Number of common shares issued in debt conversion | shares | 488,281 | 3,413,700 | 4,504,600 | |||||||||||||||
Debt conversion value | $ 100,000 | $ 341,370 | $ 135,138 | |||||||||||||||
Class of warrant shares exercised | shares | 11,721,250 | |||||||||||||||||
Stock issued during period, value | $ 444,111 | |||||||||||||||||
Proceeds from issuance of common stock | $ 244,111 | |||||||||||||||||
SBetOne Inc [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Debt conversion value | $ 824,041 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Shares issued during private placement, shares | shares | 2,592,592 | 244,139 | 173,609 | 1,200,000 | 8,000,000 | 8,000,000 | 2,400,000 | 2,400,000 | ||||||||||
Issued price per share | $ / shares | $ 0.092 | $ 0.12 | $ 0.135 | $ 0.21 | $ 0.2048 | $ 0.288 | ||||||||||||
Proceeds from share issuance | $ 9,999 | $ 9,999 | $ 350,000 | $ 9,999 | $ 33,500 | $ 50,000 | $ 1,200,000 | $ 3,118,179 | $ 4,000,000 | $ 236,090 | $ 300,000 | |||||||
Derivative liability valuation | $ 1,818,140 | $ 1,559,108 | ||||||||||||||||
Number of common shares issued in debt conversion | shares | 108,684 | |||||||||||||||||
Debt conversion value | $ 105,889 | 16,500 | ||||||||||||||||
Stock issued during period, value | $ 50,000 | |||||||||||||||||
Issued for services, shares | shares | 83,325 | 47,614 | ||||||||||||||||
Private Placement [Member] | One Share of Common Stock and One Warrant [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Issued price per share | (per share) | $ 0.1638 | $ 1 | $ 0.54 | $ 0.40 | ||||||||||||||
Direct Offering [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Shares issued during private placement, shares | shares | 1,956,521 | 4,687,500 | ||||||||||||||||
Proceeds from share issuance | $ 450,000 | $ 3,750,000 | ||||||||||||||||
Direct Offering [Member] | One Share of Common Stock and One Warrant [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Issued price per share | $ / shares | $ 0.23 | $ 0.80 | ||||||||||||||||
Private Placement One [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Shares issued during private placement, shares | shares | 1,221,001 | |||||||||||||||||
Stock issued during period, value | $ 200,000 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Share price | $ 0.09 | $ 0.34 |
Exercise price | $ 0.09 | |
Time to maturity (years) | 10 years | |
Risk-free interest rate | 3.04% | |
Expected volatility | 89.92% | |
Dividend per share | $ 0 | $ 0 |
Forfeiture rate | ||
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Exercise price | $ 0.10 | |
Time to maturity (years) | 5 years | |
Risk-free interest rate | 0.79% | |
Expected volatility | 62.10% | |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Exercise price | $ 3.19 | |
Time to maturity (years) | 10 years | |
Risk-free interest rate | 1.74% | |
Expected volatility | 112.45% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Number of Options, Outstanding Beginning Balance | 8,301,666 | |
Weighted Average Grant-Date Fair Value, Options Outstanding, Beginning Balance | $ 0.79 | |
Weighted Average Exercise Price, Options Outstanding, Beginning Balance | $ 0.86 | |
Weighted Average Remaining Life (Yrs), Options Outstanding | 8 years 7 months 6 days | 8 years 1 month 6 days |
Number of Options, Granted | 9,300,000 | |
Weighted Average Grant-Date Fair Value, Options Granted | $ 0.08 | |
Weighted Average Exercise Price, Options Granted | $ 0.09 | |
Weighted Average Remaining Life (Yrs), Granted | 9 years 8 months 12 days | |
Number of Options, Forfeited | (180,000) | |
Weighted Average Grant-Date Fair Value, Options Forfeited | $ 1.65 | |
Weighted Average Exercise Price, Options Forfeited | $ 1.78 | |
Weighted Average Remaining Life (Yrs), Forfeited | 8 years 3 months 18 days | |
Number of Options, Cancelled | (4,691,666) | |
Weighted Average Grant-Date Fair Value, Options Cancelled | $ 1.04 | |
Weighted Average Exercise Price, Options Cancelled | $ 1.12 | |
Weighted Average Remaining Life (Yrs), Cancelled | 8 years 1 month 6 days | |
Number of Options, Outstanding Ending Balance | 12,730,000 | 8,301,666 |
Weighted Average Grant-Date Fair Value, Options Outstanding, Ending Balance | $ 0.17 | $ 0.79 |
Weighted Average Exercise Price, Options Outstanding, Ending Balance | $ 0.19 | $ 0.86 |
Number of Options, Outstanding Ending Balance | 9,513,555 | |
Weighted Average Grant-Date Fair Value, Options Outstanding, Ending Balance | $ 0.18 | |
Weighted Average Exercise Price, Options Outstanding, Ending Balance | $ 0.20 | |
Weighted Average Remaining Life (Yrs), Options Exercisable | 7 years 9 months 18 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Sep. 06, 2022 | Aug. 26, 2022 | Jun. 15, 2021 | May 05, 2021 | Mar. 19, 2021 | Feb. 10, 2021 | Mar. 22, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 26, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock based compensation | $ (31,977) | $ 786,271 | ||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 9,300,000 | |||||||||
Stock options exercise price | $ 0.20 | |||||||||
Stock based compensation | $ 1,855,761 | $ 4,585,412 | ||||||||
Consultant [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 2,900,000 | 180,000 | 180,000 | 2,066,666 | ||||||
Stock options exercise price | $ 1.16 | $ 1.78 | $ 3.19 | $ 1.17 | ||||||
Stock options exercisable term | 10 years | 10 years | 10 years | 10 years | ||||||
Fair value of stock options granted | $ 1.07 | $ 1.65 | $ 2.87 | $ 1.09 | ||||||
Number of options, cancelled | 130,000 | |||||||||
Officers and Directors [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 8,300,000 | |||||||||
Stock options exercise price | $ 0.09 | |||||||||
Stock options exercisable term | 10 years | |||||||||
Fair value of stock options granted | $ 0.0780 | |||||||||
Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 1,000,000 | |||||||||
Stock options exercise price | $ 0.09 | |||||||||
Fair value of stock options granted | $ 0.0780 | |||||||||
Board Of Directors [Member] | SBetOne Inc [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value of stock options granted | $ 0.0001 | |||||||||
2017 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
[custom:DescriptionOnEquityIncentivePlan] | The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 13,300,000 | |||||||||
Number of options, granted | 12,730,000 | |||||||||
Stock options unissued | 570,000 |
SCHEDULE OF TAX EXPENSE (Detail
SCHEDULE OF TAX EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss before taxes | $ (6,212,287) | $ (22,749,050) |
Federal income tax rate | 21% | 21% |
Tax expense (benefit) at the statutory rate | $ (1,304,580) | $ (4,777,301) |
Tax effect of stock-based compensation | 389,710 | 962,936 |
Change in Derivatives | (92,414) | 2,892,085 |
Change in valuation allowance | 1,007,284 | 922,280 |
Total |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Net operating loss carry forwards | $ 3,897,793 | $ 2,890,509 |
Total gross deferred tax assets | 3,897,793 | 2,890,509 |
Less: Deferred tax asset valuation allowance | (3,897,793) | (2,890,509) |
Total net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for taxes | ||
Operating loss carryforwards | $ 3,897,793 | $ 2,890,509 |
Carry forwards expire | expire through the year 2042 | |
Income tax examination description | The Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 21% as an effective rate |
SUMMARY OF CHANGES IN NON-CONTR
SUMMARY OF CHANGES IN NON-CONTROLLING INTEREST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | ||
Non-controlling interest at beginning of period | $ (894,742) | $ (333,415) |
Issuance of shares from EnderbyWorks, LLC | 4,900 | |
Net loss | 8,122 | (912,269) |
Deconsolidation | 350,942 | |
Non-controlling interest at end of period | $ (881,720) | $ (894,742) |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | Mar. 15, 2023 | Mar. 14, 2023 | Nov. 29, 2021 | Aug. 12, 2021 | Apr. 02, 2019 | Jun. 22, 2021 |
Noncontrolling Interest [Line Items] | ||||||
Share issuance, shares | 51,217 | |||||
SBetOne Inc [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity ownership percentage | 59.02% | |||||
VON Acquisition Inc [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity ownership percentage | 6.31% | |||||
EnderbyWorks, LLC [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity ownership percentage | 51% | |||||
Motoclub LLC [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity ownership percentage | 80% | |||||
VON Acquisition Inc [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 5,902,174 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 6.31% | |||||
Subsequent Event [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Debt instrument maturity date | Dec. 31, 2024 | Dec. 31, 2028 | ||||
Subsequent Event [Member] | Promissory Note Agreement [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Notes payable | $ 1,828,000 | |||||
Debt instrument interest rate | 8% | |||||
Debt instrument maturity date | Jul. 06, 2024 | |||||
Net revenues | $ 6,000,000 | |||||
Subsequent Event [Member] | EnderbyWorks, LLC [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Secured promissory note | 100% | |||||
SBetOne Inc [Member] | Third Party [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Share issuance, shares | 2,000,000 | |||||
Number of shares cancelled | 1,097,826 | |||||
Other share increase (decrease) | 2,097,826 | |||||
Sale of stock, percentage of ownership after transaction | 59.02% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended | |||||||||||||||||||
Mar. 15, 2023 USD ($) | Mar. 14, 2023 | Mar. 07, 2023 USD ($) $ / shares shares | Feb. 10, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) $ / shares | May 09, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 11, 2022 USD ($) $ / shares shares | Jan. 28, 2022 USD ($) $ / shares shares | Dec. 29, 2021 USD ($) $ / shares shares | Nov. 29, 2021 shares | Mar. 23, 2021 USD ($) shares | Feb. 04, 2021 USD ($) shares | Feb. 04, 2021 CAD ($) shares | Jan. 05, 2021 USD ($) shares | Jan. 05, 2021 CAD ($) shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Aug. 12, 2021 $ / shares | |
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 51,217 | |||||||||||||||||||
Share Price | $ / shares | $ 0.09 | $ 0.34 | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 477,611 | $ 8,894,831 | ||||||||||||||||||
Share issued price per share | (per share) | $ 0.2048 | $ 0.10 | ||||||||||||||||||
Number of shares issued for services,value | $ 29,997 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 2,592,592 | 244,139 | 173,609 | 1,200,000 | 8,000,000 | 8,000,000 | 2,400,000 | 2,400,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 9,999 | $ 9,999 | $ 350,000 | $ 9,999 | $ 33,500 | $ 50,000 | $ 1,200,000 | $ 3,118,179 | $ 4,000,000 | $ 236,090 | $ 300,000 | |||||||||
Number of shares issued for services | shares | 83,325 | 47,614 | ||||||||||||||||||
Share issued price per share | $ / shares | $ 0.092 | $ 0.12 | $ 0.135 | $ 0.21 | $ 0.2048 | $ 0.288 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares issued for services | shares | 1,000,000 | |||||||||||||||||||
Share issued price per share | $ / shares | $ 0.10 | |||||||||||||||||||
Number of shares issued for services,value | $ 100,000 | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2024 | Dec. 31, 2028 | ||||||||||||||||||
Subsequent Event [Member] | EnderbyWorks, LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Secured promissory note | 100% | |||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 6,500,000 | |||||||||||||||||||
Share Price | $ / shares | $ 0.05 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 325,000 | |||||||||||||||||||
Initial Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Notes payable | $ 117,000 | |||||||||||||||||||
Debt instrument description | This amendment extends the maturity date of the loan from February 14, 2023 to February 14, 2024 at an interest rate equal to the Bank of Canada’s Prime rate plus 3% | |||||||||||||||||||
Promissory Note Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Notes payable | $ 1,828,000 | |||||||||||||||||||
Debt instrument maturity date | Jul. 06, 2024 | |||||||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||||||||
Net revenues | $ 6,000,000 |