Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

Commission file number: 333-140645

Clubhouse Media Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada		99-0364697
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3651 Lindell Road, D517 Las Vegas, Nevada		89103
(Address of principal executive offices)		(Zip Code)

(702) 479-3016

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 7, 2023, there were 15,111,256,929 shares of common stock, par value $0.000001 per share, of the registrant issued and outstanding.

FORM 10-Q

CLUBHOUSE MEDIA GROUP, INC.

INDEX

		Page

PART I. Financial Information		3

	Item 1. Financial Statements

	Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4

	Consolidated Statement of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6

	Consolidated Notes to Unaudited Financial Statements as of September 30, 2023	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	53

	Item 4. Controls and Procedures	53

PART II. Other Information		54

	Item 1. Legal Proceedings	54

	Item 1A. Risk Factors	54

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54

	Item 3. Defaults Upon Senior Securities	54

	Item 4. Mine Safety Disclosures	54

	Item 5. Other Information	54

	Item 6. Exhibits	55

PART I. FINANCIAL STATEMENTS

Clubhouse Media Group, Inc.

Consolidated Balance Sheets

	(Unaudited)			(Audited)
	As of			As of
	September 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	25,086		$	57,713
Accounts receivable, net		621,633			367,364
Prepaid expense		4,000			4,000
Total current assets		650,719			429,077

Property and equipment, net		19,315			37,485
Intangibles		746,872			777,192
Total assets	$	1,416,906		$	1,243,754

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	2,447,158		$	2,565,806
Deferred revenue		–			27,500
Convertible notes payable, net		4,182,778			4,504,103
Shares to be issued		798,333			573,333
Notes payable - related party		77,093			451,260
Derivative liability		1,750,275			799,988
Total current liabilities		9,255,638			8,921,990

Convertible notes payable, net - related party		–			–
Total liabilities		9,255,638			8,921,990

Commitments and contingencies		–			–

Stockholders’ equity (deficit):
Preferred stock, par value $0.001, authorized 50,000,000 shares; 1 shares issued and outstanding at September 30, 2023 and December 31, 2022		–			–
Common stock, par value $0.000001, authorized 25,000,000,000 shares; 14,627,446,939 and 6,830,378,163 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		14,629			6,831
Additional paid-in capital		27,287,328			24,744,738
Accumulated deficit		(35,468,000	)		(32,814,971	)
Total Clubhouse Media stockholders’ equity (deficit)		(8,166,043	)		(8,063,402	)
Non-controlling interest		327,311			385,166
Total stockholders’ deficit		(7,838,732	)		(7,678,236	)
Total liabilities and stockholders’ equity (deficit)	$	1,416,906		$	1,243,754

See Accompanying Notes to Consolidated Financial Statements.

Clubhouse Media Group, Inc.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022

Total revenue, net	$	1,162,631		$	2,159,135		$	3,306,502		$	4,873,544
Cost of sales		537,952			1,354,670			2,230,791			3,379,178
Gross profit		624,679			804,465			1,075,711			1,494,366

Operating expenses:
Advertising expenses		8,644			10,126			32,818			65,536
Selling, general, and administrative		126,257			154,504			417,661			436,481
Salaries & wages		129,833			160,435			590,963			828,058
Professional and consultant fees		271,126			733,643			905,574			2,052,500
Production expenses		–			–			–			68,954
Rent expense		–			–			–			8,217
Total operating expenses		535,860			1,058,708			1,947,016			3,459,746

Operating Income (Loss)		88,819			(254,243	)		(871,305	)		(1,965,380	)

Other (income) expenses:
Interest expense, net		189,415			262,432			561,177			1,227,507
Amortization of debt discounts, net		–			294,571			140,144			2,285,817
Interest expense - excess derivatives		–			87,338			–			758,265
Loss in extinguishment of debt		–			-			–			1,190,809
Other (income) expense, net		–			1			(15,268	)		(813,379	)
Change in fair value of derivative liability		16,047			(1,734,004	)		1,153,526			974,446
Total other (income) expenses		205,462			(1,089,662	)		1,839,579			5,623,465

Income (Loss) before income taxes		(116,643	)		835,419			(2,710,884	)		(7,588,845	)

Income tax (benefit) expense		–			-			-			-

Net income (loss) attributable:
Non-controlling interest		98,422			43,501			(57,855	)		43,501
Net Income (Loss)	$	(215,065	)	$	791,918		$	(2,653,029	)	$	(7,632,346	)

Basic weighted average shares outstanding		12,061,375,510			949,123,457			9,433,686,438			410,473,470
Diluted weighted average shares outstanding		21,043,473,360			5,264,737,258			9,433,686,438			410,473,470

Basic - net loss per share	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.02	)
Diluted - net loss per share	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.02	)

See Accompanying Notes to Consolidated Financial Statements.

Clubhouse Media Group, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)


	Preferred Stock 50,000,000 shares authorized				Common Stock 25,000,000,000 shares authorized									Total Clubhouse
	Shares Issued		Par Value $0.001 per share		Shares Issued		Par Value $0.000001 per share		Additional Paid in Capital		Accumulated Deficit			Media Stockholders’ Equity (Deficit)			Non-controlling Interest			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2022		1	$	-		6,830,378,163	$	6,831	$	24,744,738	$	(32,814,971	)	$	(8,063,402	)	$	385,166		$	(7,678,236	)

Shares issued for debt conversions		-		-		1,431,944,776		1,432		372,174		-			373,606			-			373,606
Net Income (Loss)		-		-		-		-		-		(2,078,200	)		(2,078,200	)		(144,119	)		(2,222,319	)
Balance, March 31, 2023		1	$	-		8,262,322,939	$	8,263	$	25,116,912	$	(34,893,171	)	$	(9,767,996	)	$	241,047			(9,526,949	)

Shares issued for debt conversions		-		-		377,624,000		378		33,904		-			34,282			-			34,282
Net Income (Loss)		-		-		-		-		-		(359,764	)		(359,764	)		(12,158	)		(371,922	)
Balance, June 30, 2023		1	$	-		8,639,946,939	$	8,641	$	25,150,816	$	(35,252,935	)	$	(10,093,478	)	$	228,889		$	(9,864,589	)

Shares issued for debt exchange		-		-		5,987,500,000		5,988		1,191,513		-			1,197,501			-			1,197,501
Forgivness of accrued management wages		-		-		-		-		945,000		-			945,000			-			945,000
Net Income (Loss)		-		-		-		-		-		(215,065	)		(215,065	)		98,422			(116,643	)
Balance, September 30, 2023		1	$	-		14,627,446,939	$	14,629	$	27,127,328	$	(35,468,000	)	$	(8,326,043	)	$	327,311		$	(7,838,732	)

Summary Year to Date Activity:
Balance, Beginning of Year		1	$	-		6,830,378,163	$	6,831	$	24,744,738	$	(32,814,971	)	$	(8,063,402	)	$	385,166			(7,678,236	)
Balance		1	$	-		6,830,378,163	$	6,831	$	24,744,738	$	(32,814,971	)	$	(8,063,402	)	$	385,166			(7,678,236	)
Shares issued for debt conversions		-		-		1,809,568,776		1,810		406,078		-			407,887			-			407,887
Shares issued for debt exchange		-		-		5,987,500,000		5,988		1,191,513		-			1,197,501			-			1,197,501
Forgivness of accrued management wages		-		-		-		-		945,000		-			945,000			-			945,000
Net Income (Loss)		-		-		-		-		-		(2,653,029	)		(2,653,029	)		(57,855	)		(2,710,884	)
Balance, September 30, 2023		1		-		14,627,446,939	$	14,629	$	27,127,328	$	(35,468,000	)	$	(8,326,043	)	$	327,311		$	(7,838,732	)
Balance		1		-		14,627,446,939	$	14,629	$	27,127,328	$	(35,468,000	)	$	(8,326,043	)	$	327,311		$	(7,838,732	)

See Accompanying Notes to Consolidated Financial Statements.

Clubhouse Media Group, Inc.

Consolidated Statements of Cash Flow

(Unaudited)

	For the Nine Months Ended			For the Nine Months Ended
	September 30, 2023			September 30, 2022
Cash flows from operating activities:
Net (loss) income	$	(2,710,884	)	$	(7,588,845	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		111,315			68,255
Imputed interest		–			4,185
Interest expense - amortization of debt discounts		140,144			2,285,817
Additional non-cash interest expense due to debt restructuring		–			620,160
Stock compensation expense		225,000			460,037
Loss in extinguishment of debt - related party		–			–
Change in fair value of derivative liability		1,153,526			974,446
Gain or loss in debt settlement		(15,268	)		(813,378	)
Loss in extinguishment of debt		–			1,190,809
Accretion expense - excess derivative liability		–			758,265
Net changes in operating assets & liabilities:
Accounts receivable		(254,269	)		(545,354	)
Prepaid expense, deposits and other current assets		–			445,954
Accounts payable, accrued liabilities, due to affiliates, and other long-term liabilities		824,240			296,583
Net cash used in operating activities		(526,196	)		(1,843,066	)

Cash flows from investing activities:
Purchases of property, plant, and equipment		–			(5,000	)
Purchases of intangible assets		(62,825	)		(293,877	)
Cash received from acquisition of Magiclytics		–			–
Net cash used in investing activities		(62,825	)		(298,877	)

Cash flows from financing activities:
Shares issued for cash		-			596,258
Borrowing from related party note payable		1,220,000			525,050
Repayment to related party convertible note payable		(396,668	)		(105,822	)
Borrowings from convertible notes payable		-			888,062
Repayment to convertible notes payable		(266,938	)		(18,119	)
Net cash provided by financing activities		556,394			1,885,429

Net increase in cash and cash equivalents		(32,627	)		(256,514	)
Cash and cash equivalents at beginning of period		57,713			299,520
Cash and cash equivalents at end of period	$	25,086		$	43,006

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing Activities:
Forgiveness of accrued management wages	$	945,000		$	-
Shares issued for conversion from convertible note payable	$	204,648		$	2,945,019
Shares issued for debt exchange	$	1,197,501		$	-
Shares issued to settle accounts payable	$	-		$	-
Reclass of derivative liability to additional paid in capital	$	203,239		$	2,134,128

See Accompanying Notes to Consolidated Financial Statements.

Clubhouse Media Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2023 and 2022

NOTE 1 - ORGANIZATION AND OPERATIONS

Clubhouse Media Group, Inc. (formerly known as Tongji Healthcare Group, Inc. or the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2006 by Nanning Tongji Hospital, Inc. (“NTH”). On December 20, 2006, Tongji, Inc., a wholly owned subsidiary of the Company, was incorporated in the State of Colorado. Tongji, Inc. was later dissolved on March 25, 2011.

NTH was established in Nanning in the province of Guangxi of the People’s Republic of China (“PRC” or “China”) by Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003.

NTH is a designated hospital for medical insurance in the city of Nanning and Guangxi province. NTH specializes in the areas of internal medicine, surgery, gynecology, pediatrics, emergency medicine, ophthalmology, medical cosmetology, rehabilitation, dermatology, otolaryngology, traditional Chinese medicine, medical imaging, anesthesia, acupuncture, physical therapy, health examination, and prevention.

On December 27, 2006, Tongji, Inc. acquired 100% of the equity in NTH pursuant to an Agreement and Plan of Merger, pursuant to which NTH became a wholly owned subsidiary of Tongji, Inc. Pursuant to the Agreement and Plan of Merger, the Company issued 15,652,557 shares of common stock to the stockholders of NTH in exchange for 100% of the issued and outstanding shares of common stock of NTH. The acquisition of NTH was accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of NTH obtained control of the entity. Accordingly, the reorganization of the two companies was recorded as a recapitalization of NTH, with NTH being treated as the continuing operating entity. The Company, through NTH, thereafter operated the hospital until the Company eventually sold NTH, as described below.

Effective December 31, 2017, under the terms of a Bill of Sale, the Company agreed to sell, transfer convey and assign forever all of its rights, title and interest in its equity ownership interest in NTH to Placer Petroleum Co., LLC. Pursuant to the Bill of Sale, consideration for this sale, transfer conveyance and assignment is Placer Petroleum Co., LLC assuming all assets and liabilities of NTH as of December 31, 2017. Thereafter, the Company had minimal operations.

On May 20, 2019, pursuant to Case Number A-19-793075-P, Nevada’s 8th Judicial District, Business Court entered an Order Granting Application of Joseph Arcaro as Custodian of Tongji Healthcare Group, Inc. pursuant to Nevada Revised Statutes (“NRS”) 78.347(1)(b), pursuant to which Mr. Arcaro was appointed custodian of the Company and given authority to reinstate the Company with the State of Nevada under NRS 78.347.

On May 23, 2019, Mr. Arcaro filed a Certificate of Reinstatement of the Company with the Secretary of State of the State of Nevada. In addition, on May 23, 2019, Mr. Arcaro filed an Annual List of the Company with the Secretary of State of the State of Nevada, designating himself as President, Secretary, Treasurer and Director of the Company for the filing period of 2017 to 2019.

On May 29, 2020, Mr. Arcaro, through his ownership of Algonquin Partners Inc. (“Algonquin”), owner 65% of the Company’s common stock, entered into a Stock Purchase Agreement by and among West of Hudson Group, Inc. (“WOHG”), the Company, Algonquin, and Mr. Arcaro. The Stock Purchase Agreement, as subsequently amended, is referred to herein as the “SPA.” Pursuant to the terms of the SPA, WOHG agreed to purchase, and Algonquin agreed to sell, 30,000,000 shares of the Company’s common stock in exchange for payment by WOHG to Algonquin of $240,000 (the “Stock Purchase”). The Stock Purchase closed on June 18, 2020, resulting in a change of control of the Company. Mr. Arcaro resigned from any and all officer and director positions with the Company.

On July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000, comprised of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.

The Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada on June 13, 2022 for the purpose of amending the Articles of Incorporation of the Company to reduce the par value of the common stock of the Company, par value $0.001 per share, from $0.001 to $0.000001.

West of Hudson Group, Inc. (“WOHG”) was incorporated in the State of Delaware on May 19, 2020 and owned 100% of WOH Brands, LLC (“WOH”), Oopsie Daisy Swimwear, LLC (“Oopsie”), and DAK Brands, LLC (“DAK”), which were incorporated in the State of Delaware on May 13, 2020.

Doiyen LLC (“Doiyen”), formerly known as WHP Entertainment LLC was incorporated in the State of California on January 2, 2020 and renamed to Doiyen LLC in July 7, 2020 and Doiyen is 100% owned by WOHG.

The Company is an entertainment company engaged in the sale of own brand products, e-commerce platform advertising, and promotion for other companies on their social media accounts.

On November 12, 2020, the Company and WOHG entered into the Merger Agreement, and WOHG thereafter became a wholly owned subsidiary of the Company. WOHG was determined to be the accounting acquirer in the Merger based upon the terms of other factors, including: (1) the security holders owned approximately 50.54% of the Company’s issued and outstanding common stock as of immediately after the closing of the Merger. Following the completion of the Merger, the Company changed its name from Tongji Healthcare Group, Inc. to Clubhouse Media Group, Inc. The Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). WOHG was the acquirer for financial reporting purposes and Clubhouse Media Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations of WOHG and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. This was a common control transactions so all amounts were based on historical cost and no goodwill was recorded.

Since September 2022, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers.

The Company has terminated all leases since December 31, 2022, and focuses on brand deals and Honeydrip platform.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

Principles of Consolidation

The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates.

Business Combination

The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits.

Advertising

Advertising costs are expensed when incurred and are included in selling, general, and administrative expense in the accompanying consolidated statements of operations. We incurred advertising expenses of $32,818 and $65,536 for the nine months ended September 30, 2023, and 2022, respectively.

Accounts Receivable

The Company’s accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale.

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged or written-off against the reserve. As of September 30, 2023, and December 31, 2022, there were $0 for bad debt allowance for accounts receivable.

Property and equipment, net

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification		Useful Life
Equipment		3 years

Lease

On January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of September 30, 2023, and December 31, 2022.

The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

Revenue Recognition

In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products.

Managed Services Revenue

The Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other campaign management services (“Managed Services”).

The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer and payment and transaction history.

For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services.

Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The deferred revenue as of September 30, 2023, and December 31, 2022, were $0 and $27,500, respectively.

Subscription-Based Revenue

The Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator’s personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. In April 2022, the Company has determined it will be recognized at gross because they have control of the services before it is transferred to the end customer. The Company provided services like online chat and other services directly with the end customers by their internal team. Also, the Company will establish the price on behalf of the content creators as disclosed in the agreement. The Company has sole power to change the price based on the market. These are good indicator that the Company controls the specified goods or services before it is transferred to the customer.

Software Development Costs

We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. For the nine months ended September 30, 2023, and 2022, we capitalized $62,825 and $291,818, respectively, related to internal use software and recorded $93,145 and $42,020 in related amortization expense, respectively. Unamortized costs of capitalized internal use software totaled $746,872 and $777,192 as of September 30, 2023, and December 31, 2022, respectively.

Goodwill Impairment

We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained.

For other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset’s estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired $0 and $0 of goodwill for the nine months ended September 30, 2023 and 2022, respectively.

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of and for the nine months ended September 30, 2023, and 2022, there were no impairment loss of its long-lived assets.

Income Taxes

The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

Basic Income (Loss) Per Share

Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Potential common shares consist of the convertible promissory notes payable as of September 30, 2023, and December 31, 2022. As of September 30, 2023, and December 31, 2022, there were 8,981,932,773 and 7,921,962,277 potential shares issuable upon conversion of convertible notes payable.

The table below presents the computation of basic and diluted earnings per share for the three months ended September 30, 2023 and 2022:

	For the three months ended September 30, 2023			For the three months ended September 30, 2022
Numerator:
Net income	$	(116,643	)	$	835,419
Denominator:
Weighted average common shares outstanding—basic		12,061,375,510			949,123,457
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		21,043,473,360			5,264,737,258
Net loss per share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)		$ (0.0 0)

The table below presents the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022:

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Numerator:
Net loss	$	(2,710,884	)	$	(7,588,845	)
Denominator:
Weighted average common shares outstanding—basic		9,433,686,438			410,473,470
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		9,433,686,438			410,473,470
Net loss per share:
Basic	$	(0.00	)	$	(0.02	)
Diluted	$	(0.00	)	$	(0.02	)

Stock based Compensation

Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award) under ASC 718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Fair Value Measurements

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

	☐	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
	☐	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	☐	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash, accounts receivable, accounts payable, and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short term nature.

Convertible notes payable – Convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their fair value.

The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the binomial option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2023, and December 31, 2022.

Description	Fair Value As of September 30, 2023		Fair Value Measurements at September 30, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	1,750,275	$	-	$	-	$	1,750,275

Total	$	1,750,275	$	-	$	-	$	1,750,275

Description	Fair Value As of December 31, 2022		Fair Value Measurements at December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	799,988	$	-	$	-	$	799,988

Total	$	799,988	$	-	$	-	$	799,988

Derivative instruments

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense.

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Beneficial Conversion Features

If a conversion features did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note, the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method.

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825– 10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

New Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We are currently considering the impact for the adoption of this guidance on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Topic 815): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 requires companies to measure conversion of debt into equity that contain derivatives with difference as a gain or loss. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including those interim periods within those fiscal years. We are currently considering the impact for the adoption of this guidance on its consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had a net loss of $(2,710,884) for the nine months ended September 30, 2023, negative working capital of $(8,604,919) as of September 30, 2023, and stockholder’s deficit of $(7,838,732). These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – BUSINESS COMBINATIONS

Acquisition of Magiclytics

On February 3, 2021, the Company entered into an Amended and Restated Share Exchange Agreement (the “A&R Share Exchange Agreement”) by and between the Company, Digital Influence Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), each of the shareholders of Magiclytics (the “Magiclytics Shareholders”) and Christian Young, as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”). Christian Young is the President, Secretary, and a Director of the Company, and is also an officer, director, and significant shareholder of Magiclytics.

The A&R Share Exchange Agreement amended and restated in its entirety the previous Share Exchange Agreement between the same parties, which was executed on December 3, 2020. The A&R Share Exchange Agreement replaces the Share Exchange Agreement in its entirety.

On February 3, 2021 (the “Magiclytics Closing Date”), the parties closed on the transactions contemplated in the A&R Share Exchange Agreement, and the Company agreed to issue 734,689 shares of Company common stock to the Magiclytics Shareholders in exchange for all 5,000 Magiclytics Shares (the “Magiclytics Closing”). On February 3, 2021, pursuant to the closing of the Share Exchange Agreement, we acquired Magiclytics, and Magiclytics thereafter became our wholly owned subsidiary.

At the Magiclytics Closing, we agreed to issue to Christian Young and Wilfred Man each 330,610 shares of Company Common Stock, representing 45% each, or 90% in total of the Company common stock which we agreed to issue to the Magiclytics Shareholders at the Magiclytics Closing.

The number of shares of the Company common stock issued at the Magiclytics Closing was based on the fair market value of the Company common stock as initially agreed to by the parties, which is $4.76 per share (the “Base Value”). The fair market value was determined based on the volume weighted average closing price of the Company common stock for the twenty (20) trading day period immediately prior to the Magiclytics,. In the event that the initial public offering price per share of the Company common stock in this Offering pursuant to Regulation A is less than the Base Value, then within three (3) business days of the qualification by the SEC of the Offering Statement forming part of this offering circular, the Company will issue to the Magiclytics Shareholders a number of additional shares of Company common stock equal to:

	(1)	$3,500,000 divided by the initial public offering price per share of the Company common stock in this Offering pursuant to Regulation A, minus;
	(2)	734,689

The resulting number of shares of the Company common stock pursuant to the above calculation will be referred to as the “Additional Shares”, and such Additional Shares will also be issued to the Magiclytics Shareholders pro rata based on their respective ownership of Magiclytics Shares. The Company issued additional 140,311 shares in November 2022 based on the offering price of $4 in the Regulation A offering.

(iv)

Upon the first to occur of (i) Magiclytics actually receiving an additional $500,000 in gross revenue following the Tranche 3 Satisfaction Date; and (ii) Magiclytics having conducted an additional 1,250 Campaigns (subject to certain conditions) following the Tranche 3 Satisfaction Date, the Company will issue to Mr. Young a number of shares of Company Common Stock equal to (i) $393,750, divided by (ii) the VWAP as of the date that the earlier of clause (i) and clause (ii) above have occurred (the “Tranche 4 Satisfaction Date”).

Following the Tranche 4 Satisfaction Date, at the end of each 12 month period following such date while the Consulting Agreement is still in effect, the Company will issue to Mr. Young a number of shares of Company Common Stock equal to (i) 4.5% of the Net Income (as defined below) of Magiclytics during such 12 month period divided by (ii) the VWAP as of the last date of such 12 month period. (For purposes of the Consulting Agreement, “Net Income” means the net income of Magiclytics for the applicable period, as determined in accordance with generally accepted accounting principles in the United States, consistently applied, as determined by the Company’s accountants).

Immediately prior to closing of the Agreement, Chris Young is the President and Director of the Company, and was the Chief Executive Officer, a Director, and a principal shareholder of 45% of outstanding capital stock of Magiclytics at the time of the share exchange. As a result of the common ownership upon closing of the transaction, the acquisition was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-10. The entities are deemed to be under common control as of February 27, 2018, which was the date that the majority shareholder acquired control of the Company and, therefore, held control over both companies. The Company recorded the consideration issued to purchase Magiclytics based on the carrying value of the net assets received and $97,761 related party payables assumed per the acquisition agreement as of February 3, 2021 of $(60,697). The financial statements as of December 31, 2021 were adjusted as if the acquisition happened at the beginning of the year as of January 1, 2021.

Acquisition Consideration

The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics:

Description	Amount
Carrying value of purchase consideration:
Common stock issued	$	(60,697	)
Total purchase price	$	(60,697	)

Purchase Price Allocation

The following is an allocation of purchase price as of the February 3, 2021, acquisition closing date based upon an estimate of the carrying value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands):

Description	Amount
Purchase price allocation:
Cash	$	76
Intangibles		77,889
Related party payable		(97,761	)
AP and accrued liabilities		(40,901	)
Identifiable net assets acquired		(60,697	)
Total purchase price	$	(60,697	)

NOTE 5 – PROPERTY AND EQUIPMENT

Fixed assets, net consisted of the following:

SCHEDULE OF FIXED ASSET, NET

	September 30, 2023			December 31, 2022			Estimated Useful Life

Equipment	$	118,638		$	118,638			3 years
Less: accumulated depreciation and amortization		(99,323	)		(81,153	)
Property, plant, and equipment, net,	$	19,315		$	37,485

Depreciation expense were $5,991 and $8,930 for the three months ended September 30, 2023 and 2022, respectively.

Depreciation expense were $18,170 and $26,236 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 6 – INTANGIBLES

As of September 30, 2023, and December 31, 2022, the Company had intangible assets of $746,872 and $777,192 from and after the acquisition of Magiclytics in February 2021. It is a platform that is internally developed for revenue prediction from influencer collaboration and our digital platform Honeydrip.com.

The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized:

	Weighted Average Useful		September 30, 2023						December 31, 2022
	Life (in Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Developed technology - Magiclytics		5	$	629,808	$	169,762	$	491,548	$	566,983	$	76,617	$	490,366
Developed technology - Magiclytics		-		286,826		-		286,826		286,826		-		286,826
			$	916,634	$	169,762	$	746,872	$	853,809	$	76,617	$	777,192

Amortization expenses were $31,502 and $19,020 for the three months ended September 30, 2023 and 2022, respectively. Amortization expenses were $93,145 and $42,020 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

Accrued liabilities at September 30, 2023 and December 31, 2022 consist of the following:

	September 30, 2023		December 31, 2022
Accounts payable	$	613,448	$	220,569
Accrued payroll		270,000		1,015,000
Accrued interest		1,442,188		903,935
Other		121,522		426,302
	$	2,447,158	$	2,565,806

NOTE 8 – CONVERTIBLE NOTES PAYABLE

Convertible Promissory Note – GS Capital Partners #2

On February 19, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #2”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #2 Note”) to GS Capital the aggregate principal amount of $577,778 for a purchase price of $520,000, reflecting a $57,778 original issue discount, and in connection therewith, sold to GS Capital 100,000 shares of Company’s common stock, par value $0.001 per share at a purchase price of $100, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $10,000 for GS Capital’s costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The GS Capital #2 Note has a maturity date of February 19, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital #2 Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The $57,778 original issue discounts, the fair value of 100,000 shares issued, and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discounts at the inception date of this convertible promissory note were $577,778.

Convertible Promissory Note – New GS Note #2

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to cancel the conversion exercised in the quarter ended June 30, 2021.

On June 29, 2022, the “Company entered into an Exchange Agreement (the “Exchange Note”) with GS Capital. The Exchange Note amended and restated in its entirety the previous Note Purchase Agreement between the same parties.

The Exchange Note replaces the Note Purchase Agreement in its entirety, which was a promissory note carrying an outstanding amount of $577,778. The Exchange Note is thus a new note in the amount of $635,563.48, with a conversion price equal to 85% of the closing per share trading price of the Company’s shares of common stock, $0.000001 par value per share (“Common Stock”) on the last trading day prior to the delivery of the notice of conversion, as reported on the National Quotations Bureau OTC Market exchange which the Company’s shares are traded.

The change in conversion features were recorded as loss on debt extinguishment of $188,771 and recognition of derivative liability of $416,588 as of June 30, 2022.

GS Capital converted $421,063 of the principal amount and $4,690 accrued interest to 378,633,891 common shares in the quarter ended September 30, 2022. It further converted $65,000 of principal to 481,221,646 common Shares in the first quarter of 2023. The balance of the GS Capital #2 Note as of September 30, 2023, was $20,000. The Company is currently in default of the New GS Note #2.

Convertible Promissory Note – GS Capital Partners #3

On March 16, 2022, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #3”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #3 Note”) to GS Capital the aggregate principal amount of $577,778 for a purchase price of $520,000, reflecting a $57,778 original issue discount, and in connection therewith, sold to GS Capital 100,000 shares of Company’s common stock, par value $0.000001 per share at a purchase price of $100, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $10,000 for GS Capital’s costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The GS Capital #3 Note has a maturity date of March 22, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital #3 Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to September 22, 2022.

The balance of the GS Capital #3 Note as of September 30, 2023 and December 31, 2022 was $577,778 and $577,778, respectively. The Company is currently in default of the GS Capital #3 Note.

Convertible Promissory Note – GS Capital Partners #4

On April 1, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #4”), pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount, and in connection therewith, sold to GS Capital 45,000 shares of Company’s common stock, par value $0.001 per share at a purchase price of $45, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $10,000 for GS Capital’s costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The GS Capital Note #4 has a maturity date of April 1, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The $50,000 original issue discounts, the fair value of 45,000 shares issued, and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note was recorded at $550,000.

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 1, 2022.

The balance of the GS Capital Note #4 as of September 30, 2023, and December 31, 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the GS Capital #4 Note.

Convertible Promissory Note – GS Capital Partners #5

On April 29, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the “GS Capital Note #5”) and, in connection therewith, sold to GS Capital 125,000 shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at a purchase price of $125, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $5,000 for GS Capital’s costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The April 2021 GS Capital Note #5 has a maturity date of April 29, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital Note #5, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The $50,000 original issue discounts, the fair value of 125,000 shares issued, and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note was recorded at $550,000.

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 29, 2022.

The balance of the GS Capital Note #5 as of September 30, 2023 and December 31, 2022 was $550,000 and $550,000, respectively.

Convertible Promissory Note – GS Capital Partners #6

On June 3, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the “GS Capital Note #6”) and, in connection therewith, sold to GS Capital 85,000 shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at a purchase price of $85, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $5,000 for GS Capital’s costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The GS Capital Note #6 has a maturity date of June 3, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital Note #6, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The $50,000 original issue discounts, the fair value of 85,000 shares issued, and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $550,000.

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to December 3, 2022.

The balance of the GS Capital Note #6 as of September 30, 2023, and December 31, 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the GS Capital #6 Note.

Convertible Promissory Note – Eagle Equities LLC

On April 13, 2021, the Company entered into a securities purchase agreement (the “Eagle SPA”) with Eagle Equities LLC (“Eagle Equities”), pursuant to which, on same date, the Company issued a convertible promissory note to Eagle Equities in the aggregate principal amount of $1,100,000 for a purchase price of $1,000,000, reflecting a $100,000 original issue discount (the “Eagle Equities Note”), and, in connection therewith, sold to Eagle Equities 165,000 shares of Company’s common stock, par value of $0.001 per share (the “Company Common Stock”) at a purchase price of $165.00, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed Eagle Equities the sum of $10,000 for Eagle Equities’ costs in completing the transaction, which amount Eagle Equities withheld from the total purchase price paid to the Company.

The Eagle Equities Note has a maturity date of April 13, 2022 and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than upon the circumstances set forth in the Eagle Equities Note – specifically, if (i) the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act; and (ii) the Company receives $3,500,000 in net proceeds from such Regulation A Offering, then Company must repay the principal amount and any accrued and unpaid interest on the Eagle Equities Note within three (3) business days from the date of such occurrence. The Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at Eagle Equities’ election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. Alternatively, if the SEC has not qualified the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act by October 10, 2021, and Eagle Equities Note has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to customary adjustments for any stock splits, etc., which occur following April 13, 2021).

The $100,000 original issue discounts, the fair value of 165,000 shares issued, and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $1,100,000.

The balance of the Eagle Equities Note as of September 30, 2023, and December 31, 2022, was $1,100,000 and $1,100,000, respectively. The Company is currently in default of the Eagle Equities Note.

Convertible Promissory Note – Chris Etherington

On August 27, 2021, the Company entered into a note purchase agreement (the “Chris Etherington Note Purchase Agreement”) with Chris Etherington, with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Etherington in the aggregate principal amount of $165,000 for a purchase price of $150,000, reflecting a $15,000 original issue discount (the “Chris Etherington Note”) and, in connection therewith, issued to Mr. Etherington a Warrant to purchase 37,500 shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at an exercise price of $2.00 per share, subject to adjustment (the “Chris Etherington Warrant”). In addition, in connection with the Chris Etherington Note Purchase Agreement, the Company entered into a Security Agreement on same date with Mr. Etherington, pursuant to which the Company’s obligations under the Chris Etherington Note were secured by a first priority lien and security interest on all of the assets of the Company (the “Chris Etherington Security Agreement”). While each of the Chris Etherington Warrant, Security Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue date of August 26, 2021, each was entered into and/or issued on August 27, 2021.

The Chris Etherington Note has a maturity date of August 26, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the Chris Etherington Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The Chris Etherington Note contains customary events of default, including, but not limited to:

	●	if the Company fails to pay the then-outstanding principal amount and accrued interest on the Chris Etherington Note on any date any such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Mr. Etherington: or
	●	the Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring a “chilled” status with DTC; or
	●	any trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Exchange Act; or
	●	the occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed or suspension of trading of the Company Common Stock on the OTC Markets.

If an event of default has occurred and is continuing, Mr. Etherington may declare all or any portion of the then-outstanding principal amount of the Chris Etherington Note, together with all accrued and unpaid interest thereon, due and payable, and the Chris Etherington Note shall thereupon become immediately due and payable in cash and Mr. Etherington will also have the right to pursue any other remedies that Mr. Etherington may have under applicable law. In the event that any amount due under the Chris Etherington Note is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid.

The $15,000 original issue discounts, the fair value of 37,500 warrants issued, and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note was recorded at $165,000. For the excess amount of derivative liability, the Company recorded accretion expense of $160,538 at the inception date of this note.

The balance of the Chris Etherington Note as of September 30, 2023 and December 31, 2022 was $165,000 and $165,000, respectively. The Company is currently in default of the Chris Etherington Note.

Convertible Promissory Note – Rui Wu

On August 27, 2021, the Company entered into a note purchase agreement (the “Rui Wu Note Purchase Agreement”) with Rui Wu, an individual (“Rui Wu”), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Rui Wu in the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the “Rui Wu Note”) and, in connection therewith, issued to Rui Wu a Warrant to purchase 125,000 shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at an exercise price of $2.00 per share, subject to adjustment (the “Rui Wu Warrant”). In addition, in connection with the Rui Wu Note Purchase Agreement, the Company entered into a Security Agreement on same date with Rui Wu, pursuant to which the Company’s obligations under the Rui Wu Note were secured by a first priority lien and security interest on all of the assets of the Company (the “Rui Wu Security Agreement”). While each of the Rui Wu Warrant, Security Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue date of August 26, 2021, each was entered into and/or issued on August 27, 2021.

The Rui Wu Note has a maturity date of August 26, 2022, and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the Rui Wu Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The Rui Wu Note contains customary events of default, including, but not limited to:

	●	if the Company fails to pay the then-outstanding principal amount and accrued interest on the Rui Wu Note on any date any such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Rui Wu: or
	●	the Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring a “chilled” status with DTC; or
	●	any trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or
	●	the occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed or suspension of trading of the Company Common Stock on the OTC Markets.

If an event of default has occurred and is continuing, Rui Wu may declare all or any portion of the then-outstanding principal amount of the Rui Wu Note, together with all accrued and unpaid interest thereon, due and payable, and the Rui Wu Note shall thereupon become immediately due and payable in cash and Rui Wu will also have the right to pursue any other remedies that Rui Wu may have under applicable law. In the event that any amount due under the Rui Wu Note is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid.

The $50,000 original issue discounts, the fair value of 125,000 warrants issued, and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note was recorded at $550,000. For the excess amount of derivative liability, the Company recorded accretion expense of $514,850 at the inception date of this note.

The balance of the Riu Wu Note as of September 30, 2023, and 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the Rui Wu Note.

Convertible Note – Fast Capital, LLC

On January 13, 2022, the Company entered into a Securities Purchase Agreement, (the “SPA”) dated as of January 10, 2022, by and between the Company and Fast Capital, LLC (the “Buyer”). Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase (the “Purchase”), a 10% convertible note in the aggregate principal amount of $120,000 (the “Note”). The Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of $110,000.

The Note bears interest at a rate of 10% per annum and reached maturity on January 10, 2023. The Note may be prepaid or assigned with the following penalties/premiums:

Prepay Date		Prepay Amount
On or before 30 days		115% of principal plus accrued interest
31 – 60 days		120% of principal plus accrued interest
61 – 90 days		125% of principal plus accrued interest
91 – 120 days		130% of principal plus accrued interest
121 – 150 days		135% of principal plus accrued interest
151 – 180 days		140% of principal plus accrued interest

The Note may not be prepaid after the 180^th day.

The Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.

The conversion price of the Note equals 70% of the lowest trading price of the Company’s common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered.

The balance of the Fast Capital note as of September 30, 2023, and December 31, 2022 was $120,000 and $120,000 respectively. The Company is currently in default of the Fast Capital Note.

Convertible Promissory Note – ONE44 Capital LLC

On February 16, 2022, the Company entered into a Securities Purchase Agreement, (the “ONE44 Capital purchase agreement”) dated February 15, 2022, by and between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $175,500 (the “ONE44 Capital Note”). The ONE44 Capital Note has an original issue discount of $17,500, resulting in gross proceeds to the Company of $158,000.

The ONE44 Capital Note bears interest at a rate of 4% per annum and matures on February 16, 2023. Any amount of principal or interest on the Note which is not paid when due will bear interest at a rate of 24% per annum. The Note may not be prepaid in whole or in part except as provided in the Note by way of conversion at the option of the Buyer.

The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following February 16, 2022 and ending on the later of (i) February 16, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.

The conversion price of the ONE44 Capital Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $1.00. The “Variable Conversion Price” means 65% multiplied by the lowest VWAP (as defined in the Note) for the Company’s common stock during the 3 trading date period ending on the latest complete trading day prior to the conversion date.

Since the conversion price is based on 65% of the VWAP during the 3-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 10.

The $17,500 original issue discounts, the $8,000 reimbursement and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $148,306.

ONE44 Capital LLC converted $45,000 principal to common shares in the quarter ended March 31, 2023.

On March 7, 2023, the Company entered into a Debt Repayment and Release Agreement by and between the Company and ONE44 Capital LLC. Pursuant to the terms of the Agreement, the Company agreed to pay to ONE44 $88,738 as full and complete payment of certain debt owed by the Company to ONE44 pursuant to a 4% convertible redeemable note due February 16, 2023, dated February 16, 2022 (the “Note”), in the principal sum of $90,000, plus accrued interest. On March 7, 2023, pursuant to the terms of the Agreement, the Company paid ONE44 $88,738, the debt was settled, and the ONE44 Capital Note was terminated.

The balance of the ONE44 Capital note as of September 30, 2023 and December 31, 2022 was $0 and $135,000 respectively.

Convertible Promissory Note – ONE44 Capital LLC #2

On May 20, 2022, the Company entered into a Securities Purchase Agreement, (the “ONE44 Capital purchase agreement #2”) by and between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $115,000 (the “ONE44 Capital Note”). The ONE44 Capital Note has an original issue discount of $10,000 and reimbursement of $5,000, resulting in gross proceeds to the Company of $100,000.

The ONE44 Capital Note bears interest at a rate of 4% per annum and matures on May 20, 2023. Any amount of principal or interest on the Note which is not paid when due will bear interest at a rate of 24% per annum. The Note may not be prepaid in whole or in part except as provided in the Note by way of conversion at the option of the Buyer.

ONE44 is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding under the May 2022 ONE44 Note into shares of common stock at a price per share equal to 55% of the lowest daily trading VWAP of the Company’s common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the May 2022 ONE44 Note.

Since the conversion price is based on 55% of the lowest daily trading VWAP of the Company’s common stock for the 20 prior trading days, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 10.

The $10,000 original issue discounts, the $5,000 reimbursement and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $95,000.

ONE44 Capital LLC converted $20,000 principal to common shares in the quarter ended March 31, 2023 and converted $20,000 principal and $770 interest to common shares in the quarter ended June 30, 2023.

On May 10, 2023, the Company entered into debt repayment and release agreement with ONE44 Capital LLC. Pursuant to the terms of the Agreement, the Company agreed to pay to ONE44 $77,893 as full and complete payment of certain debt owed by the Company to ONE44 pursuant to a 4% convertible redeemable note due May 20, 2023 (the “Note”), in principal sum of $75,000, plus accrued interest. On May 11, 2023, pursuant to the terms of the Agreement, the Company paid ONE44 $77,893, the debt was settled, and the ONE44 Capital Note was terminated.

The balance of the ONE44 Capital note as of September 30, 2023, and December 31, 2022 was $0 and $135,000, respectively.

Convertible Promissory Note – 1800 Diagonal Lending LLC

On June 23, 2022, the Company entered into a Securities Purchase Agreement, (the “Sixth Street #4 purchase agreement”), by and between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $86,625 (the “Diagonal Note”). The Diagonal Note has an original issue discount of $7,875, $3,000.00 paid to legal counsel for the Company, and $750.00 which amount was retained by the Investor as a due diligence fee resulting in gross proceeds to the Company of $75,000.

The Note has a maturity date of June 23, 2023 and bears interest at 10% per annum. No payments of the principal amount or interest are due prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity date, other than by way of a conversion initiated by Investor.

The Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of (1) the number of shares of common stock, $0.000001 par value per share (“Common Stock”) beneficially owned by the Investor and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

The conversion price is equal to the lesser of the variable conversion price and fixed conversion price which is $1.00. The variable conversion price is defined in the Note as 75% multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding the Conversion Date.

Since the conversion price is based on the lesser of (i) $1.00 or (ii) 75% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 10.

The $11,625 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $86,625.

Three conversions occurred during the period ending March 31, 2023, resulting in a principal reduction of $46,500 and remaining balance was settled on February 17, 2023 as disclosed below.

On February 17, 2023, the Company entered into a Settlement and Release Agreement by and between the Company and 1800 Diagonal Lending LLC. Pursuant to the terms of the Agreement, in full and final settlement of the the Diagonal lending LLC notes, the Company agreed to (i) pay to the Lender $105,000; and (ii) issue to the Lender shares of the Company’s common stock with respect to the Lender’s notice of conversion dated February 16, 2023 relating to a partial conversion of Note #1 (with a then-current balance of $45,479).

As a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC notes were terminated.

The balance of the Diagonal note as of September 30, 2023 and December 31, 2022 was $0 and $86,625, respectively.

Convertible Promissory Note – Diagonal Lending LLC

On July 8, 2022, the Company entered into a Securities Purchase Agreement, (the “1800 Diagonal Lending LLC purchase agreement”), by and between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $61,812 (the “Diagonal Note”). The Diagonal Note has an original issue discount of $5,375 and $3,750 paid to legal counsel for the Company, resulting in gross proceeds to the Company of $52,688.

The Note has a maturity date of July 8, 2023 and bears interest at 10% per annum. No payments of the principal amount or interest are due prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity date, other than by way of a conversion initiated by Investor.

The $5,375 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $61,812.

As a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC notes were terminated.

The balance of the Diagonal note as of September 30, 2023, and December 31, 2022, was $0 and $0, respectively.

Below is the summary of the principal balance and debt discounts as of September 30, 2023.

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance		Current Note Principal Balance		Debt Discounts As of Issuance		Amortization			Debt Discounts As of September 30, 2023
GS Capital #2	2/16/2022	2/16/2022		577,778		-		577,778		(577,778	)		-
GS Capital #2 - replacement	6/29/2022	8/16/2022		635,563		20,000		-		-			-
GS Capital #3	3/16/2022	3/16/2022		577,778		577,778		577,778		(577 778)			-
GS Capital #4	4/1/2022	4/1/2022		550,000		550,000		550,000		(550,000	)		-
Eagle Equities LLC	4/13/2022	4/13/2022		1,100,000		1,100,000		1,100,000		(1,100,000	)		-
GS Capital #5	4/29/2022	4/29/2022		550,000		550,000		550,000		(550,000	)		-
GS Capital #6	6/3/2022	6/3/2022		550,000		550,000		550,000		(550,000	)		-
Chris Etherington	8/26/2022	8/26/2022		165,000		165,000		165,000		(165,000	)		-
Rui Wu	8/26/2022	8/26/2022		550,000		550,000		550,000		(550,000	)		-
Sixth Street Lending #1	11/28/2022	11/28/2022		224,000		-		173,894		(173,894	)		-
Sixth Street Lending #2	12/9/2022	12/9/2022		93,500		-		79,118		(79,118	)		-
Fast Capital LLC	1/10/2022	1/10/2023		120,000		120,000		120,000		(120,000	)		-
Sixth Street Lending #3	1/12/2022	1/12/2023		70,125		-		50,748		(50,748	)		-
One 44 Capital	2/16/2022	2/16/2023		175,500		-		148,306		(135,000	)		-
Coventry Enterprise	3/3/2022	3/3/2023		150,000		-		150,000		(150,000	)		-
One 44 Capital #2	5/20/2022	5/20/2023		115,000		-		115,000		(115,000	)		-

1800 Diagonal Lending LLC	6/23/2022	6/23/2023		86,625		-		86,625		(86,625	)		-
1800 Diagonal Lending LLC	7/8/2022	7/8/2023		61,813		-		61,813		(61,813	)		-
Total										Total		$	0
										Remaining note principal balance			4,182,778
										Total convertible promissory notes, net		$	4,182,778

Future payments of principal of convertible notes payable at September 30, 2023 are as follows:

Years ending December 31,
2023	$	(4,182,778	)
2024		–
2025		-
Thereafter		–
Total	$	(4,182,778	)

Interest expense recorded related to the convertible notes payable for the nine months ended September 30, 2023 and 2022 were $561,177 and $1,227,507, respectively.

The Company amortized $140,144 and $2,285,817 of the discount on the convertible notes payable to interest expense for the nine months ended September 30, 2023, and 2022, respectively.

NOTE 9 – SHARES ISSUED - LIABILITY

As of September 30, 2023 and December 31, 2022, the Company entered into various consulting agreements with consultants, directors, and convertible debt. The balances of shares to be issued – liability were $798,333 and $573,333, respectively. The Company recorded these consultant and director shares under liability based on the shares will be issued at a fixed monetary amount known at inception under ASC 480.

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2022	$	1,047,885
Shares to be issued		672,819
Shares issued		(1,147,371	)
Ending Balance, December 31, 2022	$	573,333

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2023	$	573,333
Shares to be issued		225,000
Shares issued		-
Ending Balance, September 30, 2023	$	798,333

NOTE 10 – DERIVATIVE LIABILITY

The derivative liability is derived from the conversion features in note 8 signed for the period ended December 31, 2022. All were valued using the weighted-average Binomial option pricing model using the assumptions detailed below. As of September 30, 2023, and December 31, 2022, the derivative liability was $1,750,275 and $799,988, respectively. The Company recorded $16,047 gain and $1,734,004 gain from changes in derivative liability during the three months ended September 30, 2023 and 2022, respectively. The Company recorded $1,153,526 loss and $974,446 loss from changes in derivative liability during the nine months ended September 30, 2023 and 2022, respectively.

The Binomial model with the following assumption inputs:

	December 31, 2022
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	1.282% - 2.98	%
Expected Volatility	149-612	%

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2021	$	513,959
Additions		2,451,945
Mark to Market		166,309
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(2,332,225	)
Ending Balance, December 31, 2022	$	799,988

	September 30, 2023
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	5.47% - 5.53	%
Expected Volatility	563-603	%

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2022	$	799,988
Derivative liability, Balance	$	799,988
Additions		-
Mark to Market		963,799
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(13,512	)
Ending Balance, September 30, 2023	$	1,750,275
Derivative liability,Balance	$	1,750,275

NOTE 11 – NOTE PAYABLE, RELATED PARTY

Note payable – Amir without interest

For the nine months ended September 30, 2023 and 2022, the Company borrowed $1,220,000 and $525,050, respectively, from Amir. The Company, also, made payments of $396,668 and settled of $1,197,501 with issuance in common stock shares towards the note payable as of September 30, 2023. The note is due on demand and has no interest.

Effective March 4, 2022, the Company entered into three (3) separate director agreements with Amir Ben-Yohanan, Christopher Young, and Simon Yu. The Director Agreements set out terms and conditions of each of Mr. Ben-Yohanan’s, Mr. Young’s, and Mr. Yu’s role as a director of the Company. Mr. Young and Yu resigned from their officer and director positions with the Company on October 8, 2022.

Pursuant to the Director Agreements, the Company agreed to compensate each of the Directors as follows:

	●	An issuance of 31,821 shares of the Company’s common stock, par value par value $0.000001 (“Common Stock”), to be issued on the Effective Date, as compensation for services provided by each of the Directors to the Company prior to the Effective Date; and
	●	An issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $25,000 at the end of each calendar quarter that the Director serves as a director.

As of September 30, 2023, and December 31, 2022, the Company has a payable balance owed to the sellers of Magiclytics of $97,761 and $97,761 from the acquisition of Magiclytics on February 3, 2021.

On October 7, 2021, the Board of Directors of the Company appointed Dmitry Kaplun as the Company’s Chief Financial Officer. Pursuant to the terms of the Employment Agreement, the Board entered into a restricted stock award agreement (the “Restricted Stock Agreement”) dated October 7, 2022. Pursuant to the terms of the Restricted Stock Agreement, the Board granted Mr. Kaplun 58,824 shares of restricted common stock on October 7, 2022. 25% of the shares vest on each of the three-month, six-month, nine-month and 12-month anniversaries of the grant date.

On October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company’s Board of Directors. In connection with Mr. Musina’s appointment, the Company and Mr. Musina entered into an Independent Director Agreement dated October 12, 2021 (the “Director Agreement”). Pursuant to the terms of the Director Agreement, the Company agreed to issue to Mr. Musina each quarter a number of shares of common stock having a fair market value of $25,000, in exchange for Mr. Musina’s service as a member of the Company’s Board of Directors.

On April 1, 2022, Clubhouse Media Group, Inc. (the “Company”) entered into an employment agreement with Amir Ben-Yohanan, the Company’s Chief Executive Officer, effective April 11, 2022. The terms of the employment agreement are substantially similar to the terms of Mr. Ben-Yohanan’s prior employment agreement with the Company. Accordingly, pursuant to the terms of the employment agreement, Mr. Ben-Yohanan will continue to serve as Chief Executive Officer of the Company, reporting to the Board of Directors (the “Board”). As compensation for Mr. Ben-Yohanan’s services, the Company agreed to pay Mr. Mr. Ben-Yohanan an annual base salary of $400,000 (the “Base Salary”) comprised of two parts a “Cash Portion”, and an “Optional Portion”. The Cash Portion is a monthly cash payment of $15,000. The remaining $220,000 per year – the Optional Portion – is payable as follows:

	(i)	If the Company’s Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion in cash, such amount shall be paid in cash.
	(ii)	If the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid in cash, and the remainder (the “Deferred Portion”) will either:

	a.	be paid at a later date, when the Board determines that the Company has sufficient cash on hand to enable the Company to pay the Deferred Portion; or
	b.	will not be paid in cash – and instead, the Company will issue shares of Company Common Stock equal to

	(A)	the Deferred Portion, divided by (B) the VWAP (as defined in the employment agreement) as of the
	(B)	date of issuance of such shares of Company Common Stock.

In addition, pursuant to the employment agreement, Mr. Ben-Yohanan is entitled to be paid discretionary annual bonuses as determined by the Board, and is also entitled to receive fringe benefits, such as, but not limited to, reimbursement for reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel, vacation days, and certain insurances.

The initial term of the employment agreement is one year from April 11, 2022, unless earlier terminated. Thereafter, the term is automatically extended on an annual basis for terms of one year each, unless either the Company or Mr. Ben-Yohanan provides notice to the other party of their desire to not so renew the term of the agreement (as applicable) at least 30 days prior to the expiration of the then-current term.

Mr. Ben-Yohanan’s employment with the Company shall be “at will,” meaning that either Mr. Ben-Yohanan or the Company may terminate Mr. Ben-Yohanan’s employment at any time and for any reason, subject to certain terms and conditions.

The Company may terminate the employment agreement at any time, with or without “cause”, as defined in the employment agreement and Mr. Ben-Yohanan may terminate the employment agreement at any time, with or without “good reason”, as defined in the employment agreement. If the Company terminates the employment agreement for cause or Mr. Ben-Yohanan terminates the employment agreement without good reason, Mr. Ben-Yohanan will be entitled to be paid any unpaid salary owed or accrued, including the issuance of any shares of Company Common Stock owed or accrued (as compensation) as of the termination date. In the event that there was any Deferred Portion which had been agreed to be paid in cash, such Deferred Portion instead will be paid in shares of Company Common Stock as though such amount had been agreed to be paid via the issuance of shares of Company Common Stock. Mr. Ben-Yohanan will also be entitled to payment for any unreimbursed expenses as of the termination date. However, any unvested portion of any equity granted to Mr. Ben-Yohanan will be immediately forfeited as of the termination date.

During the three months ended September 30, 2023, Mr. Ben-Yohanan entered into an agreement with the Company to forgive all prior accrued and unpaid wages amounting to $785,000 as of June 30, 2023 and agreed to forego any wages until further notification to the Company. The forgiven accrued and unpaid wages was recorded as a charge to additional paid in capital.

On April 19, 2022, the board of directors (the “Board”) of Clubhouse Media Group, Inc. (the “Company”) and stockholders holding a majority of the Company’s voting power approved the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”).

NOTE 12 - JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY

On July 31, 2022, the Company entered into a joint venture deal memo with Alden Henri Reiman (“Mr. Reiman”), pursuant to which the parties agreed to enter into a more permanent joint venture arrangement, involving the creation of a Nevada limited liability company, The Reiman Agency LLC (the “Agency”), of which the Company shall own 51% of the membership units, and Mr. Reiman shall own 49% of the membership units. Mr. Reiman is to serve as President of the Agency, pursuant to the terms of an Executive Employment Agreement. The parties’ respective membership interests shall be non-transferrable, and the Agency shall not issue additional membership interests, unless the parties mutually consent in each instance. The Company consolidate this joint venture since we owned 51% and has control in this entity.

Mr. Reiman shall oversee the day-to-day operations of the Agency, but shall consult with the Company on a regular basis and regularly update the Company on the status of deals and the operations of the business. All material business and financial decisions shall be subject to the Company’s final approval. The Company shall not exercise its approval rights in an arbitrary or capricious manner.

In the event that Mr. Reiman determines that office space is required to properly carry on the business of the Agency, Mr. Reiman shall have the authority to lease a reasonable office space on behalf of the Agency, subject to the Company’s prior review and approval. The Company has agreed and approved an office leasing budget of up to $200,000 USD annually. Expenses in excess of $400 must be pre-approved by the Company.

On the Effective Date, the parties closed the Agreement by executing an Operating Agreement for the Agency, dated the Effective Date, which encapsulates the essential terms and conditions contained in the Agreement.

In connection with Mr. Reiman’s appointment as President of the Agency, on the Effective Date, the Company and the Agency, a majority owned subsidiary of the Company, entered into a written Executive Employment Agreement (the “Employment Agreement”) with Mr. Reiman for a term of two (2) years following the Effective Date (the “Initial Term”). The Initial Term and any renewal term shall automatically be extended for up to two (2) more additional terms of two (2) years (each a “Renewal Term”), for an aggregate of up to six (6) years.

The Employment Agreement provides Mr. Reiman with a monthly base salary of $37,500 per month, payable on a weekly basis in accordance with the Company’s own payroll policies for the initial term, provided however, that if within the three (3) month period following full execution of the Employment Agreement the Agency is profitable, the Base Salary shall increase to $42,500 per month, beginning the week following the end of the Period.

Additionally, on the last day of each month of the term, Mr. Reiman shall be entitled to an amount of shares equal to seven and one half percent (7.5%) of the net receipts for the applicable month (“Additional Shares”), divided by the twenty (20) day VWAP of such shares from the last day of the applicable month. All Additional Shares issued to Mr. Reiman pursuant to the Employment Agreement shall be issued to Mr. Reiman within seven (7) business days of the date such shares vest.

Mr. Reiman shall also be entitled to Twenty-Five Percent (25%) of the net receipts, generated by the Agency during each month (the “Commission Bonus”). The Commission Bonus shall be calculated monthly and paid to Reiman within seven (7) business days of the last business day of the applicable month.

The Company allocate the net income or loss of this joint venture to non-controlling interest based on the ownership of this joint venture. The non-controlling interest for the three months ended September 30, 2023 and 2022, was $98,422 and $43,501, respectively. The non-controlling interest for the nine months ended September 30, 2023 and 2022, was $(57,855) and $43,501, respectively.

NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT)

On April 19, 2022, the Company filed Articles of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State that had the effect of increasing the authorized shares of common stock from 500,000,000 to 2,000,000,000.

On June 23, 2022, the Company filed Articles of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State that had the effect of increasing the authorized shares of common stock from 2,000,000,000 to 8,000,000,000. The Company’s Preferred Stock was unchanged by the Amendment.

On November 15, 2022, the Company filed a certificate of amendment to its Articles of Incorporation to increase the Company’s authorized shares of common stock, par value $0.000001 per share, from 8,000,000,000 to 25,000,000,000. Accordingly, following the filing of the Amendment, the Company has 25,050,000,000 authorized shares of capital stock, consisting of 25,000,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.001 per share.

One share of Series X Preferred Stock is outstanding as of December 31, 2022. The single share of Series X Preferred Stock outstanding is held by Amir Ben-Yohanan, the Company’s Chief Executive Officer, who also holds 10,564,764,688 shares of Common Stock as of September 30, 2023.

Preferred Stock

As of September 30, 2023 there was 1 preferred share issued and outstanding.

On November 12, 2020, the Company filed a Certificate of Designations with the Secretary of State of Nevada to designate one share of the preferred stock of the Company as the Series X Preferred Stock of the Company.

In November 2020, the Company issued and sold to the Company’s Chief Executive Officer 1 share of Series X Preferred Stock, at a purchase price of $1.00. The share of Series X Preferred Stock shall have a number of votes at any time equal to (i) the number of votes then held or entitled to be made by all other equity securities of the Company, debt securities of the Company or pursuant to any other agreement, contract or understanding of the Company, plus (ii) one (1). The Series X Preferred Stock shall vote on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, and shall vote together with the Common Stock, or any class thereof, as applicable, on such matter for as long as the share of Series X Preferred Stock is issued and outstanding. The Series X Preferred Stock shall not have the right to vote on any matter as to which solely another class of Preferred Stock of the Company is entitled to vote pursuant to the certificate of designations of such other class of Preferred Stock of the Company.

The Series X Preferred Stock shall not be convertible into shares of any other class of stock of the Company and entitled to receive any dividends paid on any other class of stock of the Company.

In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the Series X Preferred Stock shall not be entitled to receive any distribution of any of the assets or surplus funds of the Company and shall not participate with the Common Stock or any other class of stock of the Company therein.

Common Stock

As of September 30, 2023, and December 31, 2022, the Company had 25,000,000,000 shares of common stock authorized with a par value of $0.000001. There were 14,627,446,939 and 6,830,378,163 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.

For the three months ended March 31, 2023, the Company issued 1,431,944,776 shares to settle a conversion of $184,254 of convertible promissory note principal and accrued interest and a reclass of derivative liability of $189,352.

For the three months ended June 30, 2023, the Company issued 377,624,000 shares to settle a conversion of $20,770 of convertible promissory note principal and accrued interest and a reclass of derivative liability of $13,512.

For the three months ended September 30, 2023, the Company issued 5,987,500,000 shares for debt exchange in amount of $1,197,501 to Amir Ben-Yohanan non-interest loan to the Company.

Warrants

A summary of the Company’s stock warrants activity is as follows:

SUMMARY OF WARRANTS ACTIVITY

	Number of Options (in thousands)		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		165,077	$	2.05		4.6		-
Issued		-		-		-		-
Exercised		-		-		-		-
Canceled		-		-		-		-
Outstanding at September 30, 2023		165,077	$	2.05		2.9	$	-
Vested and expected to vest at September 30, 2023		165,077	$	2.05		2.9	$	-
Exercisable at September 30, 2023		165,077	$	2.05		2.9	$	-

No stock options were granted by the Company during the nine months ended September 30, 2023.

The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions:

Dividend yield	—	%
Expected term (in years)	5
Volatility	368 - 369	%

Equity Purchase Agreement and Registration Rights Agreement

On November 2, 2021, Clubhouse Media Group, Inc (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P., a Delaware limited Partnership (“Investor”), dated as of October 29, 2021, pursuant to which the Company shall have the right, but not the obligation, to direct Investor, to purchase up to $15,000,000.00 (the “Maximum Commitment Amount”) in shares of the Company’s common stock, par value $0.000001 per share (“Common Stock”) in multiple tranches. Further, under the Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the Agreement) from time to time to Investor (i) in a minimum amount not less than $20,000.00 and (ii) in a maximum amount up to the lesser of (a) $400,000.00 or (b) 250% of the Average Daily Trading Value (as defined in the Agreement).

In exchange for Investor entering into the Agreement, the Company agreed, among other things, to (A) issue Investor and Peak One Investments, LLC, an aggregate of 70,000 shares of Common Stock (the “the Commitment Shares”), and (B) file a registration statement registering the Common Stock issued as Commitment Shares or issuable to Investor under the Agreement for resale (the “Registration Statement”) with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Registration Rights Agreement.

The obligation of Investor to purchase the Company’s Common Stock shall begin on the date of the Agreement, and ending on the earlier of (i) the date on which Investor shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after the date of the Agreement, (iii) written notice of termination by the Company to Investor (which shall not occur during any Valuation Period or at any time that Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”).

During the Commitment Period, the purchase price to be paid by Investor for the Common Stock under the Agreement shall be 95% of the Market Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the trading day immediately preceding the respective Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Investor.

The Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

2023 Equity Incentive Plan

On July 11, 2022, the Board and stockholders holding a majority of the voting power of the Company approved and adopted the Clubhouse Media Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”).

A total of 75,000,000 shares of the Company’s common stock are authorized for issuance pursuant to the 2023 Plan.

Additionally, if any award issued pursuant to the 2023 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units (“RSUs”), performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated). With respect to stock appreciation rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan; all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated). Shares that have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available for future distribution under the 2023 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such shares will become available for future grant under the 2023 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan. To the extent an award under the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2023 Plan.

Notwithstanding the foregoing and, subject to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under the 2023 Plan in accordance with the foregoing.

Plan Administration

The Board or one or more committees appointed by the Board will administer the 2023 Plan. In addition, if the Company determines it is desirable to qualify transactions under the 2023 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the 2023 Plan, the administrator has the power to administer the 2023 Plan and make all determinations deemed necessary or advisable for administering the 2023 Plan, including the power to determine the fair market value of the Company’s common stock, select the service providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for use under the 2023 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award or the shares relating thereto), construe and interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and rescind rules relating to the 2023 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is increased or reduced. The administrator’s decisions, interpretations and other actions are final and binding on all participants.

Eligibility

Awards under the 2023 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary, members of the Company’s Board, or consultants engaged to render bona fide services to the Company or a subsidiary. Incentive stock options may be granted only to employees of the Company or a subsidiary.

Stock Options

Stock options may be granted under the 2023 Plan. The exercise price of options granted under the 2023 Plan generally must at least be equal to the fair market value of the Company’s common stock on the date of grant. The term of each option will be as stated in the applicable award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2023 Plan, the administrator determines the other terms of options.

Notwithstanding any other provision of the 2023 Plan to the contrary, the aggregate grant date fair value of all awards granted, under the 2023 Plan, to any director who is not an employee, during any fiscal year of the Company, taken together with any cash compensation paid to such director during such fiscal year, shall not exceed $300,000.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2023 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, they may exercise their stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the 2023 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company’s common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under the 2023 Plan. Restricted stock awards are grants of shares of the Company’s common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company’s right of repurchase or forfeiture.

Restricted Stock Units

RSUs may be granted under the 2023 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of the Company’s common stock. Subject to the provisions of the 2023 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs in the form of cash, in shares of the Company’s common stock or in some combination thereof. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Performance Units and Performance Shares

Performance units and performance shares may be granted under the 2023 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number or the value of performance units and performance shares to be paid out to participants. The administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial value equal to the fair market value of the Company’s common stock on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

Non-Employee Directors

The 2023 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2023 Plan. The 2023 Plan includes a maximum limit of $300,000 of equity awards that may be granted to a non-employee director in any fiscal year. Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company’s non-employee directors.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”), and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The Company’s suppliers may decrease production levels based on factory closures and reduced operating hours in those facilities. Likewise, the Company is dependent on its workforce to deliver its products. Developments such as social distancing and shelter-in-place directives may impact the Company’s ability to deploy its workforce effectively. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.

Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues, it may have a material effect on the Company’s results of future operations, financial position, and liquidity in the next 12 months.

On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company did not obtain CARES Act relief financing under the Paycheck Protection Program (“PPP Loans”) for each of its operating subsidiaries.

The Company continues to examine the impact that the CARES Act may have on our business. Currently, management is unable to determine the total impact that the CARES Act will have on our financial condition, results of operations, or liquidity.

NOTE 15 – SUBSEQUENT EVENTS

During October 2023, the Company issued 368,883,716 shares of common stock for director shares held within shares to be issued.

On October 18, 2023, the Company and Amir Ben-Yohanan, entered into an Executive Employment Agreement Amendment and Forgiveness Agreement to the Executive Employment Agreement, dated April 11, 2021.

The Amendment serves as a waiver whereby the Company and Mr. Yohanan agree that the Company owes to Mr. Yohanan the sum of $885,000 for past due salary payable pursuant to the Employment Agreement, through September 30, 2023. Under the Amendment, all Past Due Amounts are forgiven by Mr. Yohanan, and shall no longer be due or payable by the Company.

Further, under the terms of the Amendment, Mr. Yohanan irrevocably waives any breach or default under the Employment Agreement occurring as a result of the failure of the Company to pay any of the Past Due Amounts when and as originally payable.

The Amendment further states that any and all claims, proceedings or causes of action relating to the Amendment or arising from the Amendment or the transactions contemplated therein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Nevada.

Other than the above, the Employment Agreement shall remain in full force and effect subject to its terms.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this quarterly report, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this quarterly report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are an influencer-based social media firm and digital talent management agency. We offer management, production and deal-making services to our handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Our management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise.

Through our subsidiary, West of Hudson Group, Inc. (“WOHG”), we generate revenues primarily from talent management of social media influencers and for paid promotion by companies looking to utilize such social media influencers to promote their products or services. We solicit companies for potential marketing collaborations and cultivated content creation, work with the influencers and the marketing entity to negotiate and formalize a brand deal and then execute the deal and receive a certain percentage from the deal. In addition to the in-house brand deals, we generate income by providing talent management and brand partnership deals to influencers.

In September 2021, we launched our own subscription-based site, HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers. Since December 31, 2021, we have terminated all leases and focus on brand deals, the Honeydrip platform, and Magiclytics software.

Recent Developments

None

Results of Operations

For the Three and Nine Months Ended September 30, 2023 Compared to the Three and Nine Months Ended September 30, 2022

Net Revenue

Net revenue was $1,162,631 for the three months ended September 30, 2023, compared to net revenue of $2,159,135 for the three months ended September 30, 2022. The decrease of $996,504 was the result of decreased sales from Doyien fka WHP Entertainment and The Reiman Agency .

Net revenue was $3,306,502 for the nine months ended September 30, 2023, compared to net revenue of $4,873,544 for the nine months ended September 30, 2022. The decrease of $1,567,042 was the result of decreased sales from Doyien fka WHP Entertainment and The Reiman Agency

Cost of Goods Sold

Cost of goods sold was $537,952 for the three months ended September 30, 2023, compared to cost of goods sold of $1,354,670 for the three months ended September 30, 2022. The decrease of $816,718 was due to lower sales volume of Doyien fka WHP Entertainment and The Reiman Agency which in turn resulted in less commission due to brands and content creators.

Cost of goods sold was $2,230,791 for the nine months ended September 30, 2023, compared to cost of goods sold of $3,379,178 for the nine months ended September 30, 2022. The decrease of $1,148,387 was due to lower sales volume of The Reiman Agency which in turn resulted in less commission due to brands and content creators.

Gross Profit

Gross profit was $624,679 for the three months ended September 30, 2023, compared to gross profit of $804,465 for the three months ended September 30, 2022. The gross profit percentage was 53.73% for the three months ended September 30, 2023, compared to 37.26% for the three months ended September 30, 2022. The increase is because the Company negotiated better deals on the revenue brought by The Reiman Agency and less was due to brands and content creators

Gross profit was $1,075,711 for the nine months ended September 30, 2023, compared to gross profit of $1,494,366 for the nine months ended September 30, 2022. The gross profit percentage was 32.53% for the nine months ended September 30, 2023, compared to 30.66% for the nine months ended September 30, 2022. The increase is because the Company negotiated better deals on the revenue brought by The Reiman Agency .

Operating Expenses

Operating expenses for the three months ended September 30, 2023, were $535,860, compared to $1,058,708 for the three months ended September 30, 2022. The variances were as follows: (i) a decrease in professional and consultant fees of $462,517; (ii) a decrease in sales and marketing expenses of $28,247; (iii) a decrease in other selling, general, and administrative expense of $30,602. The overall decrease in total operating expenses resulted from a decrease in the stock compensation to consultants, decrease in accrued wages to management, and decrease in selling, general, and administrative and advertising expenses to the Company.

Non-cash operating expenses for the three months ended September 30, 2023 were $109,751 including depreciation and amortization of $34,751 and stock compensation of $75,000. Non-cash operating expenses for the three months ended September 30, 2022 were $137,284, including (i) depreciation and amortization of $27,951; (ii) stock-based compensation of $109,333. All these non-cash operating expenses were already included in the operating expenses in the paragraph disclosed above.

Operating expenses for the nine months ended September 30, 2023, were $1,947,016, compared to $3,459,746 for the nine months ended September 30, 2022. The variances were as follows: (i) a decrease in professional and consultant fees of $1,146,926; (ii) a decrease in sales and marketing expenses of $32,718; (iii) a decrease of production expense of $68,954; (iv) a decrease of payroll of $237,095; (v) an increase in other selling, general, and administrative expense of $18,820. The overall decrease in total operating expenses resulted from a decrease in the stock compensation to consultants and salaries and wages and increase in advertising expenses to the Company.

Non-cash operating expenses for the nine months ended September 30, 2023 were $336,315 including depreciation and amortization of $111,315 and stock compensation of $225,000. Non-cash operating expenses for the nine months ended September 30, 2022 were $528,292, including (i) depreciation and amortization of $68,255; (ii) stock-based compensation of $460,037. All these non-cash operating expenses were already included in the operating expenses in the paragraph disclosed above.

Other (Income) Expenses

Other (income) expenses for the three months ended September 30, 2023, were $205,462, as compared to $(1,089,662) for the three months ended September 30, 2022. Other (income) expenses for the three months ended September 30, 2023, included (i) change in fair value derivative liability of $16,047; (ii) interest expense of $189,415. Other expenses for the three months ended September 30, 2022 included (i) change in fair value derivative liability of $(1,734,004); (ii) interest expense of $262,432; (iii) non cash amortization of debt discounts of $294,571; and (iv) non cash excess derivatives of $87,338.

Other (income) expenses for the nine months ended September 30, 2023, were $1,839,579, as compared to $5,623,465 for the nine months ended September 30, 2022. Other (income) expenses for the nine months ended September 30, 2023, included (i) change in fair value derivative liability of $1,153,526; (ii) interest expense of $561,177 (iii) non cash amortization of debt discounts of $140,144. Other expenses for the nine months ended September 30, 2022 included (i) change in fair value derivative liability of $974,446; (ii) interest expense of $1,227,507; (iii) non cash amortization of debt discounts of $2,285,817; and (iv) loss in extinguishment of debt of $1,190,809; and (v) non cash excess derivatives of $758,265 and offset by $813,380 gain in debt settlement from reduction of principal balance by a convertible debt holder.

Net Loss

Net loss for the three months ended September 30, 2023 was $116,643, compared to $(835,419) for the three months ended September 30, 2022.

Net loss for the nine months ended September 30, 2023 was $2,710,884, compared to $7,588,845 for the nine months ended September 30, 2022.

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2023, was $(526,196). This amount was primarily related to a net loss of $(2,710,884), offset by (i) a net working capital increase of $569,971; (ii) non-cash expenses of $1,614,717 including (a) depreciation and amortization of $111,315; (b) stock-based compensation of $225,000; (c) change in fair value of derivative liability of $1,153,526; and (d) interest expense – amortization of debt discount of $140,114; and offset by gain in debt settlement of $15,268.

Net cash used in operating activities for the nine months ended September 30, 2022, was $1,843,066. This amount was primarily related to a net loss of $(7,588,845), offset by (i) a net working capital increase of $197,183; (ii) non-cash expenses of $5,548,596 including (a) depreciation and amortization of $68,255; (b) stock-based compensation of $460,037; (c) change in fair value of derivative liability of $974,446; (d) interest expense – amortization of debt discount of $2,285,817; (e) interest expense from debt restructuring of $620,160; (f) accretion expense from excess derivative liability of $758,265; and (g) loss in extinguishment of debt $1,190,809; and offset by gain in debt settlement of $813,378.

Investment Activities

Net cash used in investing activities for the nine months ended September 30, 2023, was $62,825 compared to $298,877 for the nine months ended September 30, 2022.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2023, was $556,394. The amount was related to borrowings from related party of $1,220,000 and offset by repayment to related party and convertible notes payable of $396,668 and $266,938, respectively. Net cash provided by financing activities for the nine months ended September 30, 2022 was $1,885,429.

Impact of COVID-19 on the Company

Due to the digital/remote nature of the Company’s business, COVID-19 has had, and is expected to have, only a limited effect on the Company’s operations.

Going Concern

The Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued.

The accompanying unaudited consolidated financial statements have been prepared assuming that we will continue as a going concern. While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The Company will require additional cash funding to fund operations. Therefore, the Company concluded there was substantial doubt about the Company’s ability to continue as a going concern.

To fund further operations, the Company will need to raise additional capital. The Company may obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company’s ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be no assurance. If the necessary financing is not obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company’s ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all. The financial statements contain no adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern and have a material adverse effect on the Company’s future financial results, financial position and cash flows.

Equity Purchase Agreement and Registration Rights Agreement

On November 2, 2021, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), dated as of October 29, 2021, pursuant to which the Company has the right, but not the obligation, to direct Peak One to purchase up to $15,000,000 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches (the “Put Shares”). Further, under the Equity Purchase Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the Equity Purchase Agreement) from time to time to Peak One (i) in a minimum amount not less than $20,000 and (ii) in a maximum amount up to the lesser of (a) $400,000 or (b) 250% of the Average Daily Trading Value (as defined in the Equity Purchase Agreement).

In exchange for Peak One entering into the Equity Purchase Agreement, the Company agreed, among other things, to (A) issue Peak One and Peak One Investments, LLC, an aggregate of 70,000 shares of common stock (the “Commitment Shares”), and (B) file a registration statement registering the common stock issued as Commitment Shares and issuable to Peak One under the Equity Purchase Agreement for resale (the “Registration Statement”) with the SEC within 60 calendar days of the Equity Purchase Agreement, as more specifically set forth in the Registration Rights Agreement.

The obligation of Peak One to purchase the Company’s common stock begins on the date of the Equity Purchase Agreement, and ends on the earlier of (i) the date on which Peak One has purchased common stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) 24 months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Peak One (which shall not occur during any Valuation Period or at any time that Peak One holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”).

During the Commitment Period, the purchase price to be paid by Peak One for the common stock under the Equity Purchase Agreement shall be 95% of the Market Price, which is defined as the lesser of the (i) closing bid price of the common stock on the trading day immediately preceding the respective Put Date (as defined in the Equity Purchase Agreement), or (ii) lowest closing bid price of the common stock during the Valuation Period (as defined in the Equity Purchase Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Peak One.

The number of Put Shares to be purchased by Peak One shall not exceed the number of such shares that, when aggregated with all other shares of common stock then owned by Peak One beneficially or deemed beneficially owned by Peak One, would result in Peak One owning more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to a Put Notice.

In accordance with that certain Registration Rights Agreement, the Selling Securityholders are entitled to certain rights with respect to the registration of the Put Shares and Commitment Shares issued in connection with the Equity Purchase Agreement (the “Registrable Securities”). Pursuant to the Registration Rights Agreement, the Company must (i) file the Registration Statement within 60 calendar days from the date of the Registration Rights Agreement, (ii) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible after the filing thereof, but in any event no later than the 90th calendar day following the date of the Registration Rights Agreement, and (iii) use its reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all of the Commitment Shares and Purchase Shares have been sold thereunder or pursuant to Rule 144. The Company must also take such action as is necessary to register and/or qualify the Registrable Securities under such other securities or blue sky laws of all applicable jurisdictions in the United States.

Convertible Promissory Notes

The Company did not enter into convertible promissory notes during the period ending September 30, 2023. All outstanding convertible notes at September 30, 2023 are discussed at the related footnote, see footnote #8 in the notes to the unaudited consolidated financial statements.

SHARES TO BE ISSUED - LIABILITY

As of September 30, 2023, and 2022, the Company entered into various consulting agreements with consultants, directors, and convertible debt. The Company recorded these consultant and director shares under liability based on the shares will be issued at a fixed monetary amount known at inception under ASC 480.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act reasonably likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

Use of Estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates.

Lease

On January 2, 2020, the Company adopted FASB ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below.

As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not records assets/liabilities for short term leases as of September 30, 2023.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the Company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the “New Revenue Standards”).

Under the New Revenue Standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods.

The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products.

Managed Services Revenue

For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. The Company allocates revenue to each performance obligation in the contract at inception based on its relative standalone selling price. These performance obligations are to be provided over a stated period that generally ranges from one day to one year. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services.

Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The contract liabilities as of September 30, 2023, and December 31, 2022 was $0 and $27,500, respectively.

Subscription-Based Revenue

The Company recognizes subscription-based revenue through its social media website at Honeydrip.com, which allow customers to visit the creators personal page over the contract period without taking possession of the products or deliverables, are provided on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. Previously, the Company reported the subscription-based revenue on a net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. In April 2022, the Company determined it would recognize subscription-based revenue on a gross basis because the Company has control of the services before they are transferred to the end customer. The Company provided services such as online chat and other services directly with the end customers by the Company’s internal team. Also, the Company establishes the price on behalf of the content creators pursuant to the terms of the relevant agreements between the Company and the respective content creators. In addition, the Company has sole power to change the price based on the market. These are good indicators that the Company controls the specified goods or services before they are transferred to the customer.

Software Development Costs

We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. During the nine months ended September 30, 2023, and 2022, we capitalized approximately $62,825 and $291,818, respectively, related to internal use software and recorded $31,502 and $42,020 in related amortization expense, respectively. Unamortized costs of capitalized internal use software totaled $778,374 and $777,192 as of September 30, 2023 and December 31, 2022, respectively.

Goodwill Impairment

Impairment of Long-Lived Assets

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of September 30, 2023 and 2022, there was no impairment loss of its long-lived assets.

Income Taxes

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.

The Company utilizes the methods of fair value (“FV”) measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, FV is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in FV measurements, ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The FV hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The FV hierarchy gives the lowest priority to Level 3 inputs.

The Company used Level 3 inputs for its valuation methodology for the derivative liabilities for conversion feature of the convertible notes in determining the fair value the weighted-average Binomial option pricing model following assumption inputs. The fair value of derivative liability as of September 30, 2023 and December 31, 2022 was $1,750,275 and $799,988, respectively.

Stock-based Compensation

Stock-based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award). Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

Derivative Instruments

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

	a.	affiliates of the Company;
	b.	entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity;
	c.	trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;
	d.	principal owners of the Company;
	e.	management of the Company;
	f.	other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
	g.	other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

New Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer (our “Certifying Officers”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For the three months ended March 31, 2023, the Company issued 1,431,944,776 shares to settle a conversion of $184,254 of convertible promissory note principal and accrued interest.

For the three months ended September 30, 2023, the Company issued 5,987,500,000 shares to settle debt of $1,197,501 to a related party.

The above issuances were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit No.		Document
10.1		Securities Purchase Agreement, entered into on July 11, 2022 and dated as of July 8, 2022, between the registrant and 1800 Diagonal Lending, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2022).
10.2		Convertible Promissory Note issued on July 11, 2022 and dated as of July 8, 2022, by the registrant in favor of 1800 Diagonal Lending, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2022)
10.3		Promissory Note issued on July 12, 2022 by the registrant in favor of Amir Ben-Yohanan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2022).
10.4†		Clubhouse Media Group, Inc. 2023 Equity Incentive Plan, adopted on July 11, 2022 (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2022).
10.5		Joint Venture Deal Memo, dated July 31, 2022, between the Company and Alden Henri Reiman (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2022).
10.6		Operating Agreement of The Reiman Agency LLC, dated July 31, 2022. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2022).
10.7		Executive Employment Agreement, dated July 31, 2022, between the Company and Alden Henri Reiman (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2022)
10.8		Executive Employment Agreement Amendment and Forgiveness Agreement, dated October 18, 2023, between the Company and Amir Ben-Yohanan (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2023)
31.1*		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
104*		Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLUBHOUSE MEDIA GROUP, INC.

Date: November 8, 2023	By:	/s/ Amir Ben-Yohanan
	Name:	Amir Ben-Yohanan
	Title:	Chief Executive Officer
		(principal executive officer)

Date: November 8, 2023	By:	/s/ Scott Hoey
	Name:	Scott Hoey
	Title:	Chief Financial Officer
		(principal financial officer and principal accounting officer)

Exhibit 31.1

CERTIFICATIONS

I, Amir Ben-Yohanan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Clubhouse Media Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2023

/s/ Amir Ben-Yohanan
Amir Ben-Yohanan
Chief Executive Officer
(principal executive officer)

Exhibit 31.2

CERTIFICATIONS

I, Scott Hoey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Clubhouse Media Group, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2023

/s/ Scott Hoey
Scott Hoey
Chief Financial Officer
(principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Clubhouse Media Group, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Amir Ben-Yohanan, Chief Executive Officer of the Company, and I, Scott Hoey, Chief Financial Officer of the Company, certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 8, 2023

/s/ Amir Ben-Yohanan
Chief Executive Officer
(principal executive officer)

/s/ Scott Hoey
Chief Financial Officer
(principal financial officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 07, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-140645
Entity Registrant Name	Clubhouse Media Group, Inc.
Entity Central Index Key	0001389518
Entity Tax Identification Number	99-0364697
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3651 Lindell Road
Entity Address, Address Line Two	D517
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89103
City Area Code	(702)
Local Phone Number	479-3016
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,111,256,929

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 25,086	$ 57,713
Accounts receivable, net	621,633	367,364
Prepaid expense	4,000	4,000
Total current assets	650,719	429,077
Property and equipment, net	19,315	37,485
Intangibles	746,872	777,192
Total assets	1,416,906	1,243,754
Current liabilities:
Accounts payable and accrued liabilities	2,447,158	2,565,806
Deferred revenue		27,500
Convertible notes payable, net	4,182,778	4,504,103
Shares to be issued	798,333	573,333
Derivative liability	1,750,275	799,988
Total current liabilities	9,255,638	8,921,990
Total liabilities	9,255,638	8,921,990
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, par value $0.001, authorized 50,000,000 shares; 1 shares issued and outstanding at September 30, 2023 and December 31, 2022
Common stock, par value $0.000001, authorized 25,000,000,000 shares; 14,627,446,939 and 6,830,378,163 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	14,629	6,831
Additional paid-in capital	27,287,328	24,744,738
Accumulated deficit	(35,468,000)	(32,814,971)
Total Clubhouse Media stockholders’ equity (deficit)	(8,166,043)	(8,063,402)
Non-controlling interest	327,311	385,166
Total stockholders’ deficit	(7,838,732)	(7,678,236)
Total liabilities and stockholders’ equity (deficit)	1,416,906	1,243,754
Related Party [Member]
Current liabilities:
Notes payable - related party	77,093	451,260
Convertible notes payable, net - related party

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Nov. 15, 2022	Nov. 14, 2022	Sep. 30, 2022	Jun. 23, 2022	Jun. 22, 2022	Jun. 13, 2022	Apr. 19, 2022	Apr. 18, 2022	Jul. 07, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001								$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000	50,000,000								50,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Common stock, par value	$ 0.000001	$ 0.000001	$ 0.000001					$ 0.001			$ 0.001
Common stock, shares authorized	25,000,000,000	25,000,000,000	25,000,000,000	8,000,000,000	25,000,000,000	8,000,000,000	2,000,000,000		2,000,000,000	500,000,000	550,000,000
Common stock, shares issued	14,627,446,939	6,830,378,163
Common stock, shares outstanding	14,627,446,939	6,830,378,163

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Total revenue, net	$ 1,162,631	$ 2,159,135	$ 3,306,502	$ 4,873,544
Cost of sales	537,952	1,354,670	2,230,791	3,379,178
Gross profit	624,679	804,465	1,075,711	1,494,366
Operating expenses:
Advertising expenses	8,644	10,126	32,818	65,536
Selling, general, and administrative	126,257	154,504	417,661	436,481
Salaries & wages	129,833	160,435	590,963	828,058
Professional and consultant fees	271,126	733,643	905,574	2,052,500
Production expenses				68,954
Rent expense				8,217
Total operating expenses	535,860	1,058,708	1,947,016	3,459,746
Operating Income (Loss)	88,819	(254,243)	(871,305)	(1,965,380)
Other (income) expenses:
Interest expense, net	189,415	262,432	561,177	1,227,507
Amortization of debt discounts, net		294,571	140,144	2,285,817
Interest expense - excess derivatives		87,338		758,265
Loss in extinguishment of debt				1,190,809
Other (income) expense, net		1	(15,268)	(813,379)
Change in fair value of derivative liability	16,047	(1,734,004)	1,153,526	974,446
Total other (income) expenses	205,462	(1,089,662)	1,839,579	5,623,465
Income (Loss) before income taxes	(116,643)	835,419	(2,710,884)	(7,588,845)
Income tax (benefit) expense
Net income (loss) attributable:
Non-controlling interest	98,422	43,501	(57,855)	43,501
Net Income (Loss)	$ (215,065)	$ 791,918	$ (2,653,029)	$ (7,632,346)
Basic weighted average shares outstanding	12,061,375,510	949,123,457	9,433,686,438	410,473,470
Diluted weighted average shares outstanding	21,043,473,360	5,264,737,258	9,433,686,438	410,473,470
Basic - net loss per share	$ (0.00)	$ 0.00	$ (0.00)	$ (0.02)
Diluted - net loss per share	$ (0.00)	$ 0.00	$ (0.00)	$ (0.02)

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022		$ 6,831	$ 24,744,738	$ (32,814,971)	$ (8,063,402)	$ 385,166	$ (7,678,236)
Balance, shares at Dec. 31, 2022	1	6,830,378,163
Shares issued for debt conversions		$ 1,432	372,174		373,606		373,606
Shares issued for debt conversions, shares		1,431,944,776
Net Income (Loss)				(2,078,200)	(2,078,200)	(144,119)	(2,222,319)
Balance at Mar. 31, 2023		$ 8,263	25,116,912	(34,893,171)	(9,767,996)	241,047	(9,526,949)
Balance, shares at Mar. 31, 2023	1	8,262,322,939
Balance at Dec. 31, 2022		$ 6,831	24,744,738	(32,814,971)	(8,063,402)	385,166	(7,678,236)
Balance, shares at Dec. 31, 2022	1	6,830,378,163
Shares issued for debt conversions		$ 1,810	406,078		407,887		407,887
Shares issued for debt conversions, shares		1,809,568,776
Net Income (Loss)				(2,653,029)	(2,653,029)	(57,855)	(2,710,884)
Shares issued for debt exchange		$ 5,988	1,191,513		1,197,501		1,197,501
Shares issued for debt exchange, shares		5,987,500,000
Forgivness of accrued management wages			945,000		945,000		945,000
Balance at Sep. 30, 2023		$ 14,629	27,127,328	(35,468,000)	(8,326,043)	327,311	(7,838,732)
Balance, shares at Sep. 30, 2023	1	14,627,446,939
Balance at Mar. 31, 2023		$ 8,263	25,116,912	(34,893,171)	(9,767,996)	241,047	(9,526,949)
Balance, shares at Mar. 31, 2023	1	8,262,322,939
Shares issued for debt conversions		$ 378	33,904		34,282		34,282
Shares issued for debt conversions, shares		377,624,000
Net Income (Loss)				(359,764)	(359,764)	(12,158)	(371,922)
Balance at Jun. 30, 2023		$ 8,641	25,150,816	(35,252,935)	(10,093,478)	228,889	(9,864,589)
Balance, shares at Jun. 30, 2023	1	8,639,946,939
Net Income (Loss)				(215,065)	(215,065)	98,422	(116,643)
Shares issued for debt exchange		$ 5,988	1,191,513		1,197,501		1,197,501
Shares issued for debt exchange, shares		5,987,500,000
Forgivness of accrued management wages			945,000		945,000		945,000
Balance at Sep. 30, 2023		$ 14,629	$ 27,127,328	$ (35,468,000)	$ (8,326,043)	$ 327,311	$ (7,838,732)
Balance, shares at Sep. 30, 2023	1	14,627,446,939

Consolidated Statements of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net (loss) income	$ (2,710,884)	$ (7,588,845)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	111,315	68,255
Imputed interest		4,185
Interest expense - amortization of debt discounts	140,144	2,285,817
Additional non-cash interest expense due to debt restructuring		620,160
Stock compensation expense	225,000	460,037
Loss in extinguishment of debt		1,190,809
Change in fair value of derivative liability	1,153,526	974,446
Gain or loss in debt settlement	(15,268)	(813,378)
Accretion expense - excess derivative liability		758,265
Net changes in operating assets & liabilities:
Accounts receivable	(254,269)	(545,354)
Prepaid expense, deposits and other current assets		445,954
Accounts payable, accrued liabilities, due to affiliates, and other long-term liabilities	824,240	296,583
Net cash used in operating activities	(526,196)	(1,843,066)
Cash flows from investing activities:
Purchases of property, plant, and equipment		(5,000)
Purchases of intangible assets	(62,825)	(293,877)
Cash received from acquisition of Magiclytics
Net cash used in investing activities	(62,825)	(298,877)
Cash flows from financing activities:
Shares issued for cash		596,258
Borrowing from related party note payable	1,220,000	525,050
Repayment to related party convertible note payable	(396,668)	(105,822)
Borrowings from convertible notes payable		888,062
Repayment to convertible notes payable	(266,938)	(18,119)
Net cash provided by financing activities	556,394	1,885,429
Net increase in cash and cash equivalents	(32,627)	(256,514)
Cash and cash equivalents at beginning of period	57,713	299,520
Cash and cash equivalents at end of period	25,086	43,006
Cash paid during the period for:
Interest
Income taxes
Supplemental disclosure of non-cash investing and financing Activities:
Forgiveness of accrued management wages	945,000
Shares issued for conversion from convertible note payable	204,648	2,945,019
Shares issued for debt exchange	1,197,501
Shares issued to settle accounts payable
Reclass of derivative liability to additional paid in capital	203,239	2,134,128
Related Party [Member]
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Loss in extinguishment of debt
Nonrelated Party [Member]
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Loss in extinguishment of debt		$ 1,190,809

ORGANIZATION AND OPERATIONS

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

NOTE 1 - ORGANIZATION AND OPERATIONS

NTH was established in Nanning in the province of Guangxi of the People’s Republic of China (“PRC” or “China”) by Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003.

The Company is an entertainment company engaged in the sale of own brand products, e-commerce platform advertising, and promotion for other companies on their social media accounts.

Since September 2022, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers.

The Company has terminated all leases since December 31, 2022, and focuses on brand deals and Honeydrip platform.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Principles of Consolidation

Use of Estimates

Business Combination

Cash and Cash Equivalents

Advertising

Accounts Receivable

Property and equipment, net

Classification		Useful Life
Equipment		3 years

Lease

Revenue Recognition

Managed Services Revenue

Subscription-Based Revenue

Software Development Costs

Goodwill Impairment

Impairment of Long-Lived Assets

Income Taxes

Commitments and Contingencies

Concentration of Credit Risk

Basic Income (Loss) Per Share

The table below presents the computation of basic and diluted earnings per share for the three months ended September 30, 2023 and 2022:

	For the three months ended September 30, 2023			For the three months ended September 30, 2022
Numerator:
Net income	$	(116,643	)	$	835,419
Denominator:
Weighted average common shares outstanding—basic		12,061,375,510			949,123,457
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		21,043,473,360			5,264,737,258
Net loss per share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)		$ (0.0 0)

The table below presents the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022:

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Numerator:
Net loss	$	(2,710,884	)	$	(7,588,845	)
Denominator:
Weighted average common shares outstanding—basic		9,433,686,438			410,473,470
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		9,433,686,438			410,473,470
Net loss per share:
Basic	$	(0.00	)	$	(0.02	)
Diluted	$	(0.00	)	$	(0.02	)

Stock based Compensation

Fair Value of Financial Instruments

Fair Value Measurements

	☐	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
	☐	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	☐	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Convertible notes payable – Convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their fair value.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2023, and December 31, 2022.

Description	Fair Value As of September 30, 2023		Fair Value Measurements at September 30, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	1,750,275	$	-	$	-	$	1,750,275

Total	$	1,750,275	$	-	$	-	$	1,750,275

Description	Fair Value As of December 31, 2022		Fair Value Measurements at December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	799,988	$	-	$	-	$	799,988

Total	$	799,988	$	-	$	-	$	799,988

Derivative instruments

Beneficial Conversion Features

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

New Accounting Pronouncements

GOING CONCERN

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

NOTE 4 – BUSINESS COMBINATIONS

Acquisition of Magiclytics

	(1)	$3,500,000 divided by the initial public offering price per share of the Company common stock in this Offering pursuant to Regulation A, minus;
	(2)	734,689

(iv)

Acquisition Consideration

The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics:

Description	Amount
Carrying value of purchase consideration:
Common stock issued	$	(60,697	)
Total purchase price	$	(60,697	)

Purchase Price Allocation

Description	Amount
Purchase price allocation:
Cash	$	76
Intangibles		77,889
Related party payable		(97,761	)
AP and accrued liabilities		(40,901	)
Identifiable net assets acquired		(60,697	)
Total purchase price	$	(60,697	)

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Fixed assets, net consisted of the following:

SCHEDULE OF FIXED ASSET, NET

	September 30, 2023			December 31, 2022			Estimated Useful Life

Equipment	$	118,638		$	118,638			3 years
Less: accumulated depreciation and amortization		(99,323	)		(81,153	)
Property, plant, and equipment, net,	$	19,315		$	37,485

Depreciation expense were $5,991 and $8,930 for the three months ended September 30, 2023 and 2022, respectively.

Depreciation expense were $18,170 and $26,236 for the nine months ended September 30, 2023 and 2022, respectively.

INTANGIBLES

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

NOTE 6 – INTANGIBLES

The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized:

	Weighted Average Useful		September 30, 2023						December 31, 2022
	Life (in Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Developed technology - Magiclytics		5	$	629,808	$	169,762	$	491,548	$	566,983	$	76,617	$	490,366
Developed technology - Magiclytics		-		286,826		-		286,826		286,826		-		286,826
			$	916,634	$	169,762	$	746,872	$	853,809	$	76,617	$	777,192

ACCOUNTS PAYABLE AND ACCRUED LIABILITES

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED LIABILITES

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

Accrued liabilities at September 30, 2023 and December 31, 2022 consist of the following:

	September 30, 2023		December 31, 2022
Accounts payable	$	613,448	$	220,569
Accrued payroll		270,000		1,015,000
Accrued interest		1,442,188		903,935
Other		121,522		426,302
	$	2,447,158	$	2,565,806

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 8 – CONVERTIBLE NOTES PAYABLE

Convertible Promissory Note – GS Capital Partners #2

Convertible Promissory Note – New GS Note #2

The change in conversion features were recorded as loss on debt extinguishment of $188,771 and recognition of derivative liability of $416,588 as of June 30, 2022.

Convertible Promissory Note – GS Capital Partners #3

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to September 22, 2022.

The balance of the GS Capital #3 Note as of September 30, 2023 and December 31, 2022 was $577,778 and $577,778, respectively. The Company is currently in default of the GS Capital #3 Note.

Convertible Promissory Note – GS Capital Partners #4

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 1, 2022.

The balance of the GS Capital Note #4 as of September 30, 2023, and December 31, 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the GS Capital #4 Note.

Convertible Promissory Note – GS Capital Partners #5

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 29, 2022.

The balance of the GS Capital Note #5 as of September 30, 2023 and December 31, 2022 was $550,000 and $550,000, respectively.

Convertible Promissory Note – GS Capital Partners #6

On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to December 3, 2022.

The balance of the GS Capital Note #6 as of September 30, 2023, and December 31, 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the GS Capital #6 Note.

Convertible Promissory Note – Eagle Equities LLC

The balance of the Eagle Equities Note as of September 30, 2023, and December 31, 2022, was $1,100,000 and $1,100,000, respectively. The Company is currently in default of the Eagle Equities Note.

Convertible Promissory Note – Chris Etherington

The Chris Etherington Note contains customary events of default, including, but not limited to:

	●	if the Company fails to pay the then-outstanding principal amount and accrued interest on the Chris Etherington Note on any date any such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Mr. Etherington: or
	●	the Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring a “chilled” status with DTC; or
	●	any trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Exchange Act; or
	●	the occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed or suspension of trading of the Company Common Stock on the OTC Markets.

The balance of the Chris Etherington Note as of September 30, 2023 and December 31, 2022 was $165,000 and $165,000, respectively. The Company is currently in default of the Chris Etherington Note.

Convertible Promissory Note – Rui Wu

The Rui Wu Note contains customary events of default, including, but not limited to:

	●	if the Company fails to pay the then-outstanding principal amount and accrued interest on the Rui Wu Note on any date any such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Rui Wu: or
	●	the Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring a “chilled” status with DTC; or
	●	any trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or
	●	the occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed or suspension of trading of the Company Common Stock on the OTC Markets.

The balance of the Riu Wu Note as of September 30, 2023, and 2022 was $550,000 and $550,000, respectively. The Company is currently in default of the Rui Wu Note.

Convertible Note – Fast Capital, LLC

The Note bears interest at a rate of 10% per annum and reached maturity on January 10, 2023. The Note may be prepaid or assigned with the following penalties/premiums:

Prepay Date		Prepay Amount
On or before 30 days		115% of principal plus accrued interest
31 – 60 days		120% of principal plus accrued interest
61 – 90 days		125% of principal plus accrued interest
91 – 120 days		130% of principal plus accrued interest
121 – 150 days		135% of principal plus accrued interest
151 – 180 days		140% of principal plus accrued interest

The Note may not be prepaid after the 180^th day.

The balance of the Fast Capital note as of September 30, 2023, and December 31, 2022 was $120,000 and $120,000 respectively. The Company is currently in default of the Fast Capital Note.

Convertible Promissory Note – ONE44 Capital LLC

ONE44 Capital LLC converted $45,000 principal to common shares in the quarter ended March 31, 2023.

The balance of the ONE44 Capital note as of September 30, 2023 and December 31, 2022 was $0 and $135,000 respectively.

Convertible Promissory Note – ONE44 Capital LLC #2

The balance of the ONE44 Capital note as of September 30, 2023, and December 31, 2022 was $0 and $135,000, respectively.

Convertible Promissory Note – 1800 Diagonal Lending LLC

Three conversions occurred during the period ending March 31, 2023, resulting in a principal reduction of $46,500 and remaining balance was settled on February 17, 2023 as disclosed below.

As a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC notes were terminated.

The balance of the Diagonal note as of September 30, 2023 and December 31, 2022 was $0 and $86,625, respectively.

Convertible Promissory Note – Diagonal Lending LLC

As a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC notes were terminated.

The balance of the Diagonal note as of September 30, 2023, and December 31, 2022, was $0 and $0, respectively.

Below is the summary of the principal balance and debt discounts as of September 30, 2023.

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance		Current Note Principal Balance		Debt Discounts As of Issuance		Amortization			Debt Discounts As of September 30, 2023
GS Capital #2	2/16/2022	2/16/2022		577,778		-		577,778		(577,778	)		-
GS Capital #2 - replacement	6/29/2022	8/16/2022		635,563		20,000		-		-			-
GS Capital #3	3/16/2022	3/16/2022		577,778		577,778		577,778		(577 778)			-
GS Capital #4	4/1/2022	4/1/2022		550,000		550,000		550,000		(550,000	)		-
Eagle Equities LLC	4/13/2022	4/13/2022		1,100,000		1,100,000		1,100,000		(1,100,000	)		-
GS Capital #5	4/29/2022	4/29/2022		550,000		550,000		550,000		(550,000	)		-
GS Capital #6	6/3/2022	6/3/2022		550,000		550,000		550,000		(550,000	)		-
Chris Etherington	8/26/2022	8/26/2022		165,000		165,000		165,000		(165,000	)		-
Rui Wu	8/26/2022	8/26/2022		550,000		550,000		550,000		(550,000	)		-
Sixth Street Lending #1	11/28/2022	11/28/2022		224,000		-		173,894		(173,894	)		-
Sixth Street Lending #2	12/9/2022	12/9/2022		93,500		-		79,118		(79,118	)		-
Fast Capital LLC	1/10/2022	1/10/2023		120,000		120,000		120,000		(120,000	)		-
Sixth Street Lending #3	1/12/2022	1/12/2023		70,125		-		50,748		(50,748	)		-
One 44 Capital	2/16/2022	2/16/2023		175,500		-		148,306		(135,000	)		-
Coventry Enterprise	3/3/2022	3/3/2023		150,000		-		150,000		(150,000	)		-
One 44 Capital #2	5/20/2022	5/20/2023		115,000		-		115,000		(115,000	)		-

1800 Diagonal Lending LLC	6/23/2022	6/23/2023		86,625		-		86,625		(86,625	)		-
1800 Diagonal Lending LLC	7/8/2022	7/8/2023		61,813		-		61,813		(61,813	)		-
Total										Total		$	0
										Remaining note principal balance			4,182,778
										Total convertible promissory notes, net		$	4,182,778

Future payments of principal of convertible notes payable at September 30, 2023 are as follows:

Years ending December 31,
2023	$	(4,182,778	)
2024		–
2025		-
Thereafter		–
Total	$	(4,182,778	)

Interest expense recorded related to the convertible notes payable for the nine months ended September 30, 2023 and 2022 were $561,177 and $1,227,507, respectively.

The Company amortized $140,144 and $2,285,817 of the discount on the convertible notes payable to interest expense for the nine months ended September 30, 2023, and 2022, respectively.

SHARES ISSUED - LIABILITY

9 Months Ended

Sep. 30, 2023

Shares Issued - Liability

SHARES ISSUED - LIABILITY

NOTE 9 – SHARES ISSUED - LIABILITY

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2022	$	1,047,885
Shares to be issued		672,819
Shares issued		(1,147,371	)
Ending Balance, December 31, 2022	$	573,333

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2023	$	573,333
Shares to be issued		225,000
Shares issued		-
Ending Balance, September 30, 2023	$	798,333

DERIVATIVE LIABILITY

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITY

NOTE 10 – DERIVATIVE LIABILITY

The Binomial model with the following assumption inputs:

	December 31, 2022
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	1.282% - 2.98	%
Expected Volatility	149-612	%

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2021	$	513,959
Additions		2,451,945
Mark to Market		166,309
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(2,332,225	)
Ending Balance, December 31, 2022	$	799,988

	September 30, 2023
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	5.47% - 5.53	%
Expected Volatility	563-603	%

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2022	$	799,988
Derivative liability, Balance	$	799,988
Additions		-
Mark to Market		963,799
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(13,512	)
Ending Balance, September 30, 2023	$	1,750,275
Derivative liability,Balance	$	1,750,275

NOTE PAYABLE, RELATED PARTY

9 Months Ended

Sep. 30, 2023

Note Payable Related Party

NOTE PAYABLE, RELATED PARTY

NOTE 11 – NOTE PAYABLE, RELATED PARTY

Note payable – Amir without interest

Pursuant to the Director Agreements, the Company agreed to compensate each of the Directors as follows:

	●	An issuance of 31,821 shares of the Company’s common stock, par value par value $0.000001 (“Common Stock”), to be issued on the Effective Date, as compensation for services provided by each of the Directors to the Company prior to the Effective Date; and
	●	An issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $25,000 at the end of each calendar quarter that the Director serves as a director.

As of September 30, 2023, and December 31, 2022, the Company has a payable balance owed to the sellers of Magiclytics of $97,761 and $97,761 from the acquisition of Magiclytics on February 3, 2021.

	(i)	If the Company’s Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion in cash, such amount shall be paid in cash.
	(ii)	If the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid in cash, and the remainder (the “Deferred Portion”) will either:

	a.	be paid at a later date, when the Board determines that the Company has sufficient cash on hand to enable the Company to pay the Deferred Portion; or
	b.	will not be paid in cash – and instead, the Company will issue shares of Company Common Stock equal to

	(A)	the Deferred Portion, divided by (B) the VWAP (as defined in the employment agreement) as of the
	(B)	date of issuance of such shares of Company Common Stock.

JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY

9 Months Ended

Sep. 30, 2023

Joint Venture Agreement- Consolidated Subsidiary

JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY

NOTE 12 - JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY

STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of September 30, 2023 there was 1 preferred share issued and outstanding.

The Series X Preferred Stock shall not be convertible into shares of any other class of stock of the Company and entitled to receive any dividends paid on any other class of stock of the Company.

Common Stock

For the three months ended September 30, 2023, the Company issued 5,987,500,000 shares for debt exchange in amount of $1,197,501 to Amir Ben-Yohanan non-interest loan to the Company.

Warrants

A summary of the Company’s stock warrants activity is as follows:

SUMMARY OF WARRANTS ACTIVITY

	Number of Options (in thousands)		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		165,077	$	2.05		4.6		-
Issued		-		-		-		-
Exercised		-		-		-		-
Canceled		-		-		-		-
Outstanding at September 30, 2023		165,077	$	2.05		2.9	$	-
Vested and expected to vest at September 30, 2023		165,077	$	2.05		2.9	$	-
Exercisable at September 30, 2023		165,077	$	2.05		2.9	$	-

No stock options were granted by the Company during the nine months ended September 30, 2023.

The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions:

Dividend yield	—	%
Expected term (in years)	5
Volatility	368 - 369	%

Equity Purchase Agreement and Registration Rights Agreement

2023 Equity Incentive Plan

A total of 75,000,000 shares of the Company’s common stock are authorized for issuance pursuant to the 2023 Plan.

Plan Administration

Eligibility

Stock Options

Stock Appreciation Rights

Restricted Stock

Restricted Stock Units

Performance Units and Performance Shares

Non-Employee Directors

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

During October 2023, the Company issued 368,883,716 shares of common stock for director shares held within shares to be issued.

On October 18, 2023, the Company and Amir Ben-Yohanan, entered into an Executive Employment Agreement Amendment and Forgiveness Agreement to the Executive Employment Agreement, dated April 11, 2021.

Other than the above, the Employment Agreement shall remain in full force and effect subject to its terms.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Business Combination

Business Combination

Cash and Cash Equivalents

Cash and Cash Equivalents

Advertising

Advertising

Accounts Receivable

Accounts Receivable

Property and equipment, net

Property and equipment, net

Classification		Useful Life
Equipment		3 years

Lease

Lease

Revenue Recognition

Revenue Recognition

Managed Services Revenue

Managed Services Revenue

Subscription-Based Revenue

Subscription-Based Revenue

Software Development Costs

Software Development Costs

Goodwill Impairment

Goodwill Impairment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Income Taxes

Income Taxes

Commitments and Contingencies

Commitments and Contingencies

Concentration of Credit Risk

Concentration of Credit Risk

Basic Income (Loss) Per Share

Basic Income (Loss) Per Share

The table below presents the computation of basic and diluted earnings per share for the three months ended September 30, 2023 and 2022:

	For the three months ended September 30, 2023			For the three months ended September 30, 2022
Numerator:
Net income	$	(116,643	)	$	835,419
Denominator:
Weighted average common shares outstanding—basic		12,061,375,510			949,123,457
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		21,043,473,360			5,264,737,258
Net loss per share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)		$ (0.0 0)

The table below presents the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022:

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Numerator:
Net loss	$	(2,710,884	)	$	(7,588,845	)
Denominator:
Weighted average common shares outstanding—basic		9,433,686,438			410,473,470
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		9,433,686,438			410,473,470
Net loss per share:
Basic	$	(0.00	)	$	(0.02	)
Diluted	$	(0.00	)	$	(0.02	)

Stock based Compensation

Stock based Compensation

Fair Value of Financial Instruments

Fair Value Measurements

	☐	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
	☐	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	☐	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Convertible notes payable – Convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their fair value.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2023, and December 31, 2022.

Description	Fair Value As of September 30, 2023		Fair Value Measurements at September 30, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	1,750,275	$	-	$	-	$	1,750,275

Total	$	1,750,275	$	-	$	-	$	1,750,275

Description	Fair Value As of December 31, 2022		Fair Value Measurements at December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	799,988	$	-	$	-	$	799,988

Total	$	799,988	$	-	$	-	$	799,988

Derivative instruments

Derivative instruments

Beneficial Conversion Features

Beneficial Conversion Features

Related Parties

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

New Accounting Pronouncements

New Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES

Classification		Useful Life
Equipment		3 years

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE

The table below presents the computation of basic and diluted earnings per share for the three months ended September 30, 2023 and 2022:

	For the three months ended September 30, 2023			For the three months ended September 30, 2022
Numerator:
Net income	$	(116,643	)	$	835,419
Denominator:
Weighted average common shares outstanding—basic		12,061,375,510			949,123,457
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		21,043,473,360			5,264,737,258
Net loss per share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)		$ (0.0 0)

The table below presents the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022:

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Numerator:
Net loss	$	(2,710,884	)	$	(7,588,845	)
Denominator:
Weighted average common shares outstanding—basic		9,433,686,438			410,473,470
Dilutive common stock equivalents		-			-
Weighted average common shares outstanding—diluted		9,433,686,438			410,473,470
Net loss per share:
Basic	$	(0.00	)	$	(0.02	)
Diluted	$	(0.00	)	$	(0.02	)

SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2023, and December 31, 2022.

Description	Fair Value As of September 30, 2023		Fair Value Measurements at September 30, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	1,750,275	$	-	$	-	$	1,750,275

Total	$	1,750,275	$	-	$	-	$	1,750,275

Description	Fair Value As of December 31, 2022		Fair Value Measurements at December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	799,988	$	-	$	-	$	799,988

Total	$	799,988	$	-	$	-	$	799,988

BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF PURCHASE PRICE CONSIDERATION

The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics:

Description	Amount
Carrying value of purchase consideration:
Common stock issued	$	(60,697	)
Total purchase price	$	(60,697	)

SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES ASSUMED

Description	Amount
Purchase price allocation:
Cash	$	76
Intangibles		77,889
Related party payable		(97,761	)
AP and accrued liabilities		(40,901	)
Identifiable net assets acquired		(60,697	)
Total purchase price	$	(60,697	)

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSET, NET

Fixed assets, net consisted of the following:

SCHEDULE OF FIXED ASSET, NET

	September 30, 2023			December 31, 2022			Estimated Useful Life

Equipment	$	118,638		$	118,638			3 years
Less: accumulated depreciation and amortization		(99,323	)		(81,153	)
Property, plant, and equipment, net,	$	19,315		$	37,485

INTANGIBLES (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION

The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized:

	Weighted Average Useful		September 30, 2023						December 31, 2022
	Life (in Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Developed technology - Magiclytics		5	$	629,808	$	169,762	$	491,548	$	566,983	$	76,617	$	490,366
Developed technology - Magiclytics		-		286,826		-		286,826		286,826		-		286,826
			$	916,634	$	169,762	$	746,872	$	853,809	$	76,617	$	777,192

ACCOUNTS PAYABLE AND ACCRUED LIABILITES (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accrued liabilities at September 30, 2023 and December 31, 2022 consist of the following:

	September 30, 2023		December 31, 2022
Accounts payable	$	613,448	$	220,569
Accrued payroll		270,000		1,015,000
Accrued interest		1,442,188		903,935
Other		121,522		426,302
	$	2,447,158	$	2,565,806

CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

SCHEDULE OF PREPAID CONVERTIBLE NOTES PAYABLE

Prepay Date		Prepay Amount
On or before 30 days		115% of principal plus accrued interest
31 – 60 days		120% of principal plus accrued interest
61 – 90 days		125% of principal plus accrued interest
91 – 120 days		130% of principal plus accrued interest
121 – 150 days		135% of principal plus accrued interest
151 – 180 days		140% of principal plus accrued interest

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE

Below is the summary of the principal balance and debt discounts as of September 30, 2023.

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance		Current Note Principal Balance		Debt Discounts As of Issuance		Amortization			Debt Discounts As of September 30, 2023
GS Capital #2	2/16/2022	2/16/2022		577,778		-		577,778		(577,778	)		-
GS Capital #2 - replacement	6/29/2022	8/16/2022		635,563		20,000		-		-			-
GS Capital #3	3/16/2022	3/16/2022		577,778		577,778		577,778		(577 778)			-
GS Capital #4	4/1/2022	4/1/2022		550,000		550,000		550,000		(550,000	)		-
Eagle Equities LLC	4/13/2022	4/13/2022		1,100,000		1,100,000		1,100,000		(1,100,000	)		-
GS Capital #5	4/29/2022	4/29/2022		550,000		550,000		550,000		(550,000	)		-
GS Capital #6	6/3/2022	6/3/2022		550,000		550,000		550,000		(550,000	)		-
Chris Etherington	8/26/2022	8/26/2022		165,000		165,000		165,000		(165,000	)		-
Rui Wu	8/26/2022	8/26/2022		550,000		550,000		550,000		(550,000	)		-
Sixth Street Lending #1	11/28/2022	11/28/2022		224,000		-		173,894		(173,894	)		-
Sixth Street Lending #2	12/9/2022	12/9/2022		93,500		-		79,118		(79,118	)		-
Fast Capital LLC	1/10/2022	1/10/2023		120,000		120,000		120,000		(120,000	)		-
Sixth Street Lending #3	1/12/2022	1/12/2023		70,125		-		50,748		(50,748	)		-
One 44 Capital	2/16/2022	2/16/2023		175,500		-		148,306		(135,000	)		-
Coventry Enterprise	3/3/2022	3/3/2023		150,000		-		150,000		(150,000	)		-
One 44 Capital #2	5/20/2022	5/20/2023		115,000		-		115,000		(115,000	)		-

1800 Diagonal Lending LLC	6/23/2022	6/23/2023		86,625		-		86,625		(86,625	)		-
1800 Diagonal Lending LLC	7/8/2022	7/8/2023		61,813		-		61,813		(61,813	)		-
Total										Total		$	0
										Remaining note principal balance			4,182,778
										Total convertible promissory notes, net		$	4,182,778

SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE

Future payments of principal of convertible notes payable at September 30, 2023 are as follows:

Years ending December 31,
2023	$	(4,182,778	)
2024		–
2025		-
Thereafter		–
Total	$	(4,182,778	)

SHARES ISSUED - LIABILITY (Tables)

9 Months Ended

Sep. 30, 2023

Shares Issued - Liability

SCHEDULE OF SHARES TO BE ISSUED LIABILITY

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2022	$	1,047,885
Shares to be issued		672,819
Shares issued		(1,147,371	)
Ending Balance, December 31, 2022	$	573,333

Shares to be issued - liability is summarized as below:


Beginning Balance, January 1, 2023	$	573,333
Shares to be issued		225,000
Shares issued		-
Ending Balance, September 30, 2023	$	798,333

DERIVATIVE LIABILITY (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT

The Binomial model with the following assumption inputs:

	December 31, 2022
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	1.282% - 2.98	%
Expected Volatility	149-612	%

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2021	$	513,959
Additions		2,451,945
Mark to Market		166,309
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(2,332,225	)
Ending Balance, December 31, 2022	$	799,988

SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT

	September 30, 2023
Annual Dividend Yield	—
Expected Life (Years)	0.1 – 0.7 years
Risk-Free Interest Rate	5.47% - 5.53	%
Expected Volatility	563-603	%

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

Fair value of the derivative is summarized as below:


Beginning Balance, December 31, 2022	$	799,988
Derivative liability, Balance	$	799,988
Additions		-
Mark to Market		963,799
Cancellation of Derivative Liabilities Due to Conversions		-
Reclassification to APIC Due to Conversions		(13,512	)
Ending Balance, September 30, 2023	$	1,750,275
Derivative liability,Balance	$	1,750,275

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

SUMMARY OF WARRANTS ACTIVITY

A summary of the Company’s stock warrants activity is as follows:

SUMMARY OF WARRANTS ACTIVITY

	Number of Options (in thousands)		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		165,077	$	2.05		4.6		-
Issued		-		-		-		-
Exercised		-		-		-		-
Canceled		-		-		-		-
Outstanding at September 30, 2023		165,077	$	2.05		2.9	$	-
Vested and expected to vest at September 30, 2023		165,077	$	2.05		2.9	$	-
Exercisable at September 30, 2023		165,077	$	2.05		2.9	$	-

SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS

The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions:

Dividend yield	—	%
Expected term (in years)	5
Volatility	368 - 369	%

ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($)	May 29, 2020	Dec. 27, 2006	Sep. 30, 2023	Dec. 31, 2022	Nov. 15, 2022	Nov. 14, 2022	Sep. 30, 2022	Jun. 23, 2022	Jun. 22, 2022	Jun. 13, 2022	Apr. 19, 2022	Apr. 18, 2022	Nov. 12, 2020	Jul. 07, 2020	May 19, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares authorized			25,000,000,000	25,000,000,000	25,000,000,000	8,000,000,000	25,000,000,000	8,000,000,000	2,000,000,000		2,000,000,000	500,000,000		550,000,000
Common stock par value			$ 0.000001	$ 0.000001	$ 0.000001					$ 0.001				$ 0.001
Preferred stock, shares authorized			50,000,000	50,000,000	50,000,000									50,000,000
Preferred stock par value			$ 0.001	$ 0.001	$ 0.001									$ 0.001
West of Hudson Group, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage															100.00%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value										0.001
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value										$ 0.000001
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares authorized														500,000,000
West of Hudson Group, Inc. [Member] \| Doiyen LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition, acquired percentage														100.00%
Share Exchange Agreement With NTH [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share exchange agreement description		Tongji, Inc. acquired 100% of the equity in NTH pursuant to an Agreement and Plan of Merger, pursuant to which NTH became a wholly owned subsidiary of Tongji, Inc. Pursuant to the Agreement and Plan of Merger, the Company issued 15,652,557 shares of common stock to the stockholders of NTH in exchange for 100% of the issued and outstanding shares of common stock of NTH.
Ownership interest acquired under share exchange agreement		100.00%
Number of shares issued		15,652,557
Stock Purchase Agreement [Member] \| Joseph Arcaro [Member] \| West of Hudson Group, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership interest acquired under share exchange agreement	65.00%
Sale of stock, shares	30,000,000
Sale of stock, value	$ 240,000
Merger Agreement [Member] \| Security Holders [Member] \| West of Hudson Group, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition, acquired percentage													50.54%

SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES (Details)	Sep. 30, 2023
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	3 years

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net loss	$ (116,643)	$ (371,922)	$ (2,222,319)	$ 835,419	$ (2,710,884)	$ (7,588,845)
Weighted average common shares outstanding—basic	12,061,375,510			949,123,457	9,433,686,438	410,473,470
Dilutive common stock equivalents
Weighted average common shares outstanding—diluted	21,043,473,360			5,264,737,258	9,433,686,438	410,473,470
Basic	$ (0.00)			$ 0.00	$ (0.00)	$ (0.02)
Diluted	$ (0.00)			$ 0.00	$ (0.00)	$ (0.02)

SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Total derivative liability	$ 1,750,275	$ 799,988
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Total derivative liability
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Total derivative liability
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Total derivative liability	$ 1,750,275	$ 799,988

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Advertising expenses	$ 8,644	$ 10,126	$ 32,818	$ 65,536
Bad debt allowances for accounts receivable	0		0		$ 0
Deferred revenue					27,500
Capitalized computer software net	62,825	$ 291,818	62,825	291,818
Capitalized computer software amortization			93,145	42,020
Unamortized cost of capitalized software	$ 746,872		746,872		$ 777,192
Impairment of goodwill			$ 0	0
Convertible Debt Securities [Member]
Potential shares issuable upon conversion of convertible notes payable			8,981,932,773		7,921,962,277
Selling, General and Administrative Expenses [Member]
Advertising expenses			$ 32,818	$ 65,536

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				9 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss)	$ (116,643)	$ (371,922)	$ (2,222,319)	$ 835,419	$ (2,710,884)	$ (7,588,845)
Working capital deficit	(8,604,919)				(8,604,919)
Stockholders equity	$ (7,838,732)	$ (9,864,589)	$ (9,526,949)		$ (7,838,732)		$ (7,678,236)

SCHEDULE OF PURCHASE PRICE CONSIDERATION (Details) - Magiclytics [Member] - USD ($)	Feb. 03, 2021	Feb. 03, 2021
Business Acquisition [Line Items]
Common stock issued	$ (60,697)
Total purchase price	$ (60,697)	$ (60,697)

SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES ASSUMED (Details) - Magiclytics [Member]	Feb. 03, 2021 USD ($)	Feb. 03, 2021 USD ($)
Business Acquisition [Line Items]
Cash	$ 76	$ 76
Intangibles	77,889	77,889
Related party payable	(97,761)	(97,761)
Accounts payable and accrued liabilities	(40,901)	(40,901)
Identifiable net assets acquired	(60,697)	(60,697)
Total purchase price	$ (60,697)	$ (60,697)

BUSINESS COMBINATIONS (Details Narrative) - USD ($)			1 Months Ended
BUSINESS COMBINATIONS (Details Narrative) - USD ($)	Feb. 03, 2021	Feb. 03, 2021	Nov. 30, 2022
Tranche Three [Member]
Business Acquisition [Line Items]
Additional gross revenue	$ 500,000	$ 500,000
Magiclytics [Member]
Business Acquisition [Line Items]
Business acquisition, shares issued, value	60,697
Business combination recognized identifiable assets acquired and liabilities assumed related party payable	97,761	97,761
Business combination consideration transferred	60,697	$ 60,697
Magiclytics [Member] \| Magiclytics Shareholders [Member]
Business Acquisition [Line Items]
Business acquisition, shares issued, value	$ 3,500,000		$ 4
Business acquisition, shares issued	734,689		140,311
Magiclytics [Member] \| Mr. Young [Member]
Business Acquisition [Line Items]
Common stock percentage			4.50%
Business acquisition, shares issued, value			$ 393,750
Magiclytics [Member] \| Wilfred Man [Member]
Business Acquisition [Line Items]
Common stock percentage	90.00%
Magiclytics [Member] \| Christian Young [Member]
Business Acquisition [Line Items]
Common stock percentage	45.00%
Magiclytics [Member] \| Common Stock [Member] \| Wilfred Man [Member]
Business Acquisition [Line Items]
Number of shares issued	330,610
A&R Share Exchange Agreement [Member] \| Magiclytics [Member]
Business Acquisition [Line Items]
Business acquisition, shares acquired	5,000
Business acquisition share price	$ 4.76	$ 4.76
A&R Share Exchange Agreement [Member] \| Magiclytics [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued	734,689

SCHEDULE OF FIXED ASSET, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation and amortization	$ (99,323)	$ (81,153)
Property, plant, and equipment, net,	19,315	37,485
Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment	$ 118,638	$ 118,638
Estimated Useful Life	3 years

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 5,991	$ 8,930	$ 18,170	$ 26,236

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Gross Carrying Amount	$ 916,634	$ 853,809
Accumulated Amortization	169,762	76,617
Net Carrying Amount	$ 746,872	777,192
Developed technology - Magiclytics [Member]
Restructuring Cost and Reserve [Line Items]
Weighted Average Useful Life (in Years)	5 years
Developed technology - Magiclytics 1 [Member]
Restructuring Cost and Reserve [Line Items]
Gross Carrying Amount	$ 629,808	566,983
Accumulated Amortization	169,762	76,617
Net Carrying Amount	491,548	490,366
Developed Technology Magiclytics Two [Member]
Restructuring Cost and Reserve [Line Items]
Gross Carrying Amount	286,826	286,826
Accumulated Amortization
Net Carrying Amount	$ 286,826	$ 286,826

INTANGIBLES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
INTANGIBLES (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 746,872		$ 746,872		$ 777,192
Amortization of intangible assets	$ 31,502	$ 19,020	$ 93,145	$ 42,020

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 613,448	$ 220,569
Accrued payroll	270,000	1,015,000
Accrued interest	1,442,188	903,935
Other	121,522	426,302
Accounts payable and accrued liabilities	$ 2,447,158	$ 2,565,806

SCHEDULE OF PREPAID CONVERTIBLE NOTES PAYABLE (Details)	9 Months Ended
SCHEDULE OF PREPAID CONVERTIBLE NOTES PAYABLE (Details)	Sep. 30, 2023
Convertible Note Payable [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	30 days
Debt Instrument prepayment percentage	115.00%
Convertible Note Payable One [Member]
Short-Term Debt [Line Items]
Debt Instrument prepayment percentage	120.00%
Convertible Note Payable One [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	31 days
Convertible Note Payable One [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	60 days
Convertible Note Payable Two [Member]
Short-Term Debt [Line Items]
Debt Instrument prepayment percentage	125.00%
Convertible Note Payable Two [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	61 days
Convertible Note Payable Two [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	90 days
Convertible Note Payable Three [Member]
Short-Term Debt [Line Items]
Debt Instrument prepayment percentage	130.00%
Convertible Note Payable Three [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	91 days
Convertible Note Payable Three [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	120 days
Convertible Note Payable Four [Member]
Short-Term Debt [Line Items]
Debt Instrument prepayment percentage	135.00%
Convertible Note Payable Four [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	121 days
Convertible Note Payable Four [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	150 days
Convertible Note Payable Five [Member]
Short-Term Debt [Line Items]
Debt Instrument prepayment percentage	140.00%
Convertible Note Payable Five [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	151 days
Convertible Note Payable Five [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument prepayment period	180 days

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Amortization	$ (140,144)	$ (2,285,817)
Debt Instrument, Unamortized Discount	0
Debt Discounts	0
Remaining note principal balance	4,182,778
Total convertible promissory notes, net	$ 4,182,778
Convertible Promissory Note [Member] \| Conventry Enterprise, LLC [Member]
Short-Term Debt [Line Items]
Start Date	Mar. 03, 2022
End Date	Mar. 03, 2023
Note Principal Balance	$ 150,000
Convertible Debt, Current
Debt discount at the time of issuance	150,000
Amortization	(150,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	150,000
Current Note Principal Balance
Debt Discounts As of Issuance	150,000
Debt Discounts
Convertible Promissory Note [Member] \| One 44 Capital #2 [Member]
Short-Term Debt [Line Items]
Start Date	May 20, 2022
End Date	May 20, 2023
Note Principal Balance	$ 115,000
Convertible Debt, Current
Debt discount at the time of issuance	115,000
Amortization	(115,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	115,000
Current Note Principal Balance
Debt Discounts As of Issuance	115,000
Debt Discounts
Convertible Promissory Note [Member] \| 1800 Diagonal Lending LLC [Member]
Short-Term Debt [Line Items]
Start Date	Jul. 08, 2022
End Date	Jul. 08, 2023
Note Principal Balance	$ 61,813
Convertible Debt, Current
Debt discount at the time of issuance	61,813
Amortization	(61,813)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	61,813
Current Note Principal Balance
Debt Discounts As of Issuance	61,813
Debt Discounts
GS Capital Partners, LLC #2 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Feb. 16, 2022
End Date	Feb. 16, 2022
Note Principal Balance	$ 577,778
Convertible Debt, Current
Debt discount at the time of issuance	577,778
Amortization	(577,778)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	577,778
Current Note Principal Balance
Debt Discounts As of Issuance	577,778
Debt Discounts
GSCapital Partners LLC #2 Replacement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Jun. 29, 2022
End Date	Aug. 16, 2022
Note Principal Balance	$ 635,563
Convertible Debt, Current	20,000
Debt discount at the time of issuance
Amortization
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	635,563
Current Note Principal Balance	20,000
Debt Discounts As of Issuance
Debt Discounts
GS Capital Partners, LLC #3 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Mar. 16, 2022
End Date	Mar. 16, 2022
Note Principal Balance	$ 577,778
Convertible Debt, Current	577,778
Debt discount at the time of issuance	577,778
Amortization	(577)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	577,778
Current Note Principal Balance	577,778
Debt Discounts As of Issuance	577,778
Debt Discounts
GS Capital Partners, LLC #4 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Apr. 01, 2022
End Date	Apr. 01, 2022
Note Principal Balance	$ 550,000
Convertible Debt, Current	550,000
Debt discount at the time of issuance	550,000
Amortization	(550,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	550,000
Current Note Principal Balance	550,000
Debt Discounts As of Issuance	550,000
Debt Discounts
Eagle Equities LLC [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Apr. 13, 2022
End Date	Apr. 13, 2022
Note Principal Balance	$ 1,100,000
Convertible Debt, Current	1,100,000
Debt discount at the time of issuance	1,100,000
Amortization	(1,100,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	1,100,000
Current Note Principal Balance	1,100,000
Debt Discounts As of Issuance	1,100,000
Debt Discounts
GS Capital Partners, LLC #5 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Apr. 29, 2022
End Date	Apr. 29, 2022
Note Principal Balance	$ 550,000
Convertible Debt, Current	550,000
Debt discount at the time of issuance	550,000
Amortization	(550,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	550,000
Current Note Principal Balance	550,000
Debt Discounts As of Issuance	550,000
Debt Discounts
GS Capital Partners, LLC #6 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Jun. 03, 2022
End Date	Jun. 03, 2022
Note Principal Balance	$ 550,000
Convertible Debt, Current	550,000
Debt discount at the time of issuance	550,000
Amortization	(550,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	550,000
Current Note Principal Balance	550,000
Debt Discounts As of Issuance	550,000
Debt Discounts
Chris Etherington [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Aug. 26, 2022
End Date	Aug. 26, 2022
Note Principal Balance	$ 165,000
Convertible Debt, Current	165,000
Debt discount at the time of issuance	165,000
Amortization	(165,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	165,000
Current Note Principal Balance	165,000
Debt Discounts As of Issuance	165,000
Debt Discounts
Rui Wu [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Aug. 26, 2022
End Date	Aug. 26, 2022
Note Principal Balance	$ 550,000
Convertible Debt, Current	550,000
Debt discount at the time of issuance	550,000
Amortization	(550,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	550,000
Current Note Principal Balance	550,000
Debt Discounts As of Issuance	550,000
Debt Discounts
Sixth Street Lending #1 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Nov. 28, 2022
End Date	Nov. 28, 2022
Note Principal Balance	$ 224,000
Convertible Debt, Current
Debt discount at the time of issuance	173,894
Amortization	(173,894)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	224,000
Current Note Principal Balance
Debt Discounts As of Issuance	173,894
Debt Discounts
Sixth Street Lending #2 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Dec. 09, 2022
End Date	Dec. 09, 2022
Note Principal Balance	$ 93,500
Convertible Debt, Current
Debt discount at the time of issuance	79,118
Amortization	(79,118)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	93,500
Current Note Principal Balance
Debt Discounts As of Issuance	79,118
Debt Discounts
Fast Capital LLC [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Jan. 10, 2022
End Date	Jan. 10, 2023
Note Principal Balance	$ 120,000
Convertible Debt, Current	120,000
Debt discount at the time of issuance	120,000
Amortization	(120,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	120,000
Current Note Principal Balance	120,000
Debt Discounts As of Issuance	120,000
Debt Discounts
Sixth Street Lending #3 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Jan. 12, 2022
End Date	Jan. 12, 2023
Note Principal Balance	$ 70,125
Convertible Debt, Current
Debt discount at the time of issuance	50,748
Amortization	(50,748)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	70,125
Current Note Principal Balance
Debt Discounts As of Issuance	50,748
Debt Discounts
One 44 Capital [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Feb. 16, 2022
End Date	Feb. 16, 2023
Note Principal Balance	$ 175,500
Convertible Debt, Current
Debt discount at the time of issuance	148,306
Amortization	(135,000)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	175,500
Current Note Principal Balance
Debt Discounts As of Issuance	148,306
Debt Discounts
1800 Diagonal Lending LLC [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Start Date	Jun. 23, 2022
End Date	Jun. 23, 2023
Note Principal Balance	$ 86,625
Convertible Debt, Current
Debt discount at the time of issuance	86,625
Amortization	(86,625)
Debt Instrument, Unamortized Discount
Initial Note Principal Balance	86,625
Current Note Principal Balance
Debt Discounts As of Issuance	86,625
Debt Discounts

SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE (Details)	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023	$ (4,182,778)
2024
2025
Thereafter
Total	$ (4,182,778)

CONVERTIBLE NOTES PAYABLE (Details Narrative)																3 Months Ended				6 Months Ended	9 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative)	Feb. 17, 2023 USD ($)	Jul. 08, 2022 USD ($) Days $ / shares	Jun. 29, 2022 USD ($) $ / shares	Jun. 23, 2022 USD ($) Days $ / shares	Jun. 23, 2022 USD ($) $ / shares	May 20, 2022 USD ($) Days	Mar. 16, 2022 USD ($) $ / shares shares	Feb. 16, 2022 USD ($) Days $ / shares	Jan. 10, 2022 USD ($)	Aug. 27, 2021 USD ($) $ / shares shares	Jun. 03, 2021 USD ($) $ / shares shares	Apr. 29, 2021 USD ($) $ / shares shares	Apr. 13, 2021 USD ($) $ / shares shares	Apr. 02, 2021 USD ($) $ / shares shares	Feb. 19, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($) shares	May 11, 2023 USD ($)	May 10, 2023 USD ($)	Mar. 07, 2023 USD ($)	Feb. 16, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Nov. 15, 2022 $ / shares	Jun. 13, 2022 $ / shares	Jul. 07, 2020 $ / shares
Short-Term Debt [Line Items]
Principal amount																$ 4,182,778					$ 4,182,778
Proceeds from convertible debt																						$ 888,062
Unamortized discount																$ 0					$ 0
Common stock value per share \| $ / shares																$ 0.000001					$ 0.000001						$ 0.000001	$ 0.000001	$ 0.001	$ 0.001
Proceeds from isuance of common stock																					$ 1,197,501
Amortization of debt issuance costs																					140,144	2,285,817
Derivative liabilities																$ 1,750,275					1,750,275						$ 799,988
Convertible notes payable																4,182,778					4,182,778
Convertible note payable																4,182,778					4,182,778						4,504,103
Payment to lender																					396,668	105,822
Amortization of debt discount premium																			$ 294,571		140,144	2,285,817
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Reimbursement amount	$ 46,500
Derivative liabilities																	$ 13,512	$ 189,352
Convertible Promissory Note [Member] \| Rui Wu [Member]
Short-Term Debt [Line Items]
Unamortized discount
Maturity date																					Aug. 26, 2022
Amortization of debt issuance costs																					$ 550,000
Notes balance																550,000					550,000
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Interest expense for notes payable																					561,177	1,227,507
Amortization of debt discount premium																					140,144	2,285,817
Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member] \| Rui Wu [Member]
Short-Term Debt [Line Items]
Sale of stock price per share \| $ / shares										$ 0.001
Maturity date										Aug. 26, 2022
Debt interest rate										10.00%
Purchase Agreement [Member] \| Rui Wu [Member]
Short-Term Debt [Line Items]
Warrant exercisable \| $ / shares										$ 2.00
Purchase Agreement [Member] \| Convertible Promissory Note [Member] \| Rui Wu [Member]
Short-Term Debt [Line Items]
Principal amount										$ 550,000
Proceeds from convertible debt										500,000
Unamortized discount										$ 50,000
Debt conversion description										The Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.
Debt original discount amount										$ 50,000
Conversion of beneficial share \| shares										125,000
Convertible notes payable										$ 550,000
Accretion expenses										$ 514,850
Convertible notes payable																550,000					550,000						550,000
Fast Capital Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount									$ 120,000
Unamortized discount									$ 10,000
Maturity date									Jan. 10, 2023
Debt interest rate									10.00%
Convertible note payable																120,000					120,000						120,000
Proceeds from issuance of debt									$ 110,000
ONE44 Capital Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount								$ 175,500
Unamortized discount								17,500
Reimbursement amount								$ 8,000
Maturity date								Feb. 16, 2023
Debt interest rate								4.00%
Debt original discount amount								$ 17,500
Convertible note payable																0					0						135,000
Proceeds from issuance of debt								$ 158,000
Debt instrument, description								The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following February 16, 2022 and ending on the later of (i) February 16, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.
Debt effective interest rate								24.00%
Debt conversion price \| $ / shares								$ 1.00
Tradings days \| Days								3
Convertible debt								$ 148,306
ONE44 Capital Purchase Agreement [Member] \| Convertible Promissory Note [Member] \| VWAP [Member]
Short-Term Debt [Line Items]
Debt effective interest rate								65.00%
ONE44 Capital Purchase Agreement # 2 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount						$ 115,000
Unamortized discount						10,000
Reimbursement amount						$ 5,000
Maturity date						May 20, 2023
Debt interest rate						4.00%
Debt original discount amount						$ 10,000
Convertible note payable																0					0						135,000
Proceeds from issuance of debt						$ 100,000
Debt instrument, description						ONE44 is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding under the May 2022 ONE44 Note into shares of common stock at a price per share equal to 55% of the lowest daily trading VWAP of the Company’s common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the May 2022 ONE44 Note.
Debt effective interest rate						24.00%
Tradings days \| Days						20
Convertible debt						$ 95,000
ONE44 Capital Purchase Agreement # 2 [Member] \| Convertible Promissory Note [Member] \| VWAP [Member]
Short-Term Debt [Line Items]
Debt interest rate						55.00%
GS Capital Partners, LLC [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount							$ 577,778				$ 550,000	$ 550,000		$ 550,000	$ 577,778
Proceeds from convertible debt							520,000				500,000	500,000		500,000	520,000
Unamortized discount							$ 57,778				$ 50,000	$ 50,000		$ 50,000	$ 57,778
Sale of stock, number of shares issued in transaction \| shares							100,000				85,000	125,000		45,000	100,000
Common stock value per share \| $ / shares							$ 0.000001				$ 0.001	$ 0.001		$ 0.001	$ 0.001
Proceeds from isuance of common stock							$ 100				$ 85	$ 125		$ 45	$ 100
Sale of stock price per share \| $ / shares							$ 0.001				$ 0.001	$ 0.001		$ 0.001	$ 0.001
Reimbursement amount							$ 10,000				$ 5,000	$ 5,000		$ 10,000	$ 10,000
Maturity date							Mar. 22, 2022				Jun. 03, 2022	Apr. 29, 2022		Apr. 01, 2022	Feb. 19, 2022
Debt interest rate							10.00%				10.00%	10.00%		10.00%	10.00%
Debt conversion description							The GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.				The GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.	The GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.		The GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.	The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.
Amortization of debt issuance costs							$ 577,778				$ 550,000	$ 550,000		$ 550,000	$ 577,778
GS Capital [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt original discount amount															$ 57,778
Conversion of beneficial share \| shares															100,000
GS Capital Partners, LLC #2 [Member] \| Exchange Agreement [Member]
Short-Term Debt [Line Items]
Principal amount			$ 577,778
Common stock value per share \| $ / shares			$ 0.000001
Convertible beneficial conversion feature			$ 635,563.48
Debt instrument redemption price percentage			0.85
Extinguishment of debt amount																				$ 188,771
Derivative liabilities																				$ 416,588
GS Capital Partners, LLC #2 [Member] \| Exchange Agreement [Member] \| GS Capital [Member]
Short-Term Debt [Line Items]
Principal amount																			$ 421,063			421,063
Accrued interest																						$ 4,690
Number of common shares \| shares																						378,633,891
Convertible notes payable																20,000					20,000
GS Capital Partners, LLC #2 [Member] \| Exchange Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount																		$ 65,000
Number of shares issued \| shares																		481,221,646
GS Capital Partners [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt original discount amount							$ 57,778				$ 50,000	$ 50,000	$ 100,000	$ 50,000
Conversion of beneficial share \| shares							100,000				85,000	125,000	165,000	45,000
GS Capital Partners, LLC #3 [Member] \| Restructuring Agreement [Member]
Short-Term Debt [Line Items]
Convertible note payable																577,778					577,778						577,778
GS Capital Partners, LLC #4 [Member] \| Restructuring Agreement [Member]
Short-Term Debt [Line Items]
Convertible note payable																550,000					550,000						550,000
GS Capital Partners, LLC #5 [Member] \| Restructuring Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Convertible note payable																550,000					550,000						550,000
GS Capital Partners, LLC #6 [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Convertible note payable																550,000					550,000						550,000
Eagle Equities LLC [Member] \| Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Convertible note payable																1,100,000					1,100,000						1,100,000
Eagle Equities LLC [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount													$ 1,100,000
Proceeds from convertible debt													1,000,000
Unamortized discount													$ 100,000
Sale of stock, number of shares issued in transaction \| shares													165,000
Common stock value per share \| $ / shares													$ 0.001
Sale of stock price per share \| $ / shares										$ 0.001			$ 0.001
Reimbursement amount													$ 10,000
Maturity date										Aug. 26, 2022			Apr. 13, 2022
Debt interest rate										10.00%			10.00%
Debt conversion description													The Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at Eagle Equities’ election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. Alternatively, if the SEC has not qualified the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act by October 10, 2021, and Eagle Equities Note has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to customary adjustments for any stock splits, etc., which occur following April 13, 2021).
Amortization of debt issuance costs													$ 1,100,000
Common stock purchase per share \| $ / shares													$ 165.00
Proceeds from issuance of debt													$ 3,500,000
Chris Etherington [Member] \| Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount										$ 165,000
Proceeds from convertible debt										150,000
Unamortized discount										$ 15,000
Debt conversion description										The Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.
Debt original discount amount										$ 15,000
Conversion of beneficial share \| shares										37,500
Convertible notes payable										$ 165,000
Class of warrant to purchase \| shares										37,500
Warrant exercisable \| $ / shares										$ 2.00
Accretion expenses										$ 160,538
Clubhouse Media Group Inc [Member] \| Purchase Agreement [Member] \| Rui Wu [Member]
Short-Term Debt [Line Items]
Class of warrant to purchase \| shares										125,000
Clubhouse Media Group Inc [Member] \| Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Convertible notes payable																165,000					165,000						165,000
Fast Capital Purchase Agreement [Member] \| Securities Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, description									The Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.
VWAP [Member] \| Settlement and Release Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount																		$ 45,000
VWAP [Member] \| ONE44 Capital Purchase Agreement # 2 [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount																	20,000	$ 20,000
Conversion of interest into common shaes																	$ 770
ONE44 Capital Purchase Agreement [Member] \| Settlement and Release Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Notes balance																									$ 88,738
ONE44 Capital Purchase Agreement [Member] \| Debt Repayment and Release Agreement [Member]
Short-Term Debt [Line Items]
Principal amount								$ 90,000
Debt interest rate																									4.00%
Debt settlement																									$ 88,738
ONE44 Capital Purchase Agreement # 2 [Member]
Short-Term Debt [Line Items]
Convertible note payable																								$ 77,893
Debt settlement																							$ 77,893
ONE44 Capital Purchase Agreement # 2 [Member] \| Debt Repayment and Release Agreement [Member]
Short-Term Debt [Line Items]
Principal amount																								$ 75,000
Debt interest rate																								4.00%
Diagonal Lending LLC [Member]
Short-Term Debt [Line Items]
Convertible notes payable																0					0						0
Diagonal Lending LLC [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt interest rate		75.00%		75.00%	75.00%
Debt original discount amount		$ 5,375		$ 11,625
Convertible notes payable		$ 61,812		$ 86,625	$ 86,625											0					0						$ 86,625
Debt conversion price \| $ / shares		$ 1.00		$ 1.00	$ 1.00
Tradings days \| Days		20		20
Diagonal Lending LLC [Member] \| Sixth Street #4 Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount				$ 86,625	$ 86,625
Unamortized discount				$ 7,875	$ 7,875
Maturity date					Jun. 23, 2023
Debt interest rate				10.00%	10.00%
Proceeds from issuance of debt				$ 75,000
Debt instrument, description				The Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of (1) the number of shares of common stock, $0.000001 par value per share (“Common Stock”) beneficially owned by the Investor and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.
Debt conversion price \| $ / shares				$ 1.00	$ 1.00
Legal fee				$ 3,000.00	$ 3,000.00
Diligence fee				$ 750.00	$ 750.00
Diagonal Lending LLC [Member] \| 1800 Diagonal Lending LLC Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount		$ 61,812
Unamortized discount		$ 5,375
Maturity date		Jul. 08, 2023
Debt interest rate		10.00%
Proceeds from issuance of debt		$ 52,688
Debt instrument, description		The Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of (1) the number of shares of common stock, $0.000001 par value per share (“Common Stock”) beneficially owned by the Investor and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.
Debt conversion price \| $ / shares		$ 1.00
Legal fee		$ 3,750
1800 Diagonal Lending LLC [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Unamortized discount
Maturity date																					Jul. 08, 2023
Amortization of debt issuance costs																					$ 61,813
Notes balance
1800 Diagonal Lending LLC [Member] \| Settlement and Release Agreement [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Notes balance	105,000																									$ 45,479
Payment to lender	$ 105,000

SCHEDULE OF SHARES TO BE ISSUED LIABILITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Shares Issued - Liability
Beginning Balance, January 1, 2023	$ 573,333	$ 1,047,885
Shares to be issued	225,000	672,819
Shares issued		(1,147,371)
Ending Balance, September 30, 2023	$ 798,333	$ 573,333

SHARES ISSUED - LIABILITY (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares to be issued - liability	$ 798,333	$ 573,333	$ 1,047,885
Consulting Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares to be issued - liability	$ 798,333	$ 573,333

SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Measurement Input, Expected Dividend Rate [Member]
Derivative [Line Items]
Derivative liability, measurement input
Measurement Input, Expected Term [Member] \| Minimum [Member]
Derivative [Line Items]
Expected Life (Years)	1 month 6 days	1 month 6 days
Measurement Input, Expected Term [Member] \| Maximum [Member]
Derivative [Line Items]
Expected Life (Years)	8 months 12 days	8 months 12 days
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Derivative [Line Items]
Derivative liability, measurement input	5.47	1.282
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Derivative [Line Items]
Derivative liability, measurement input	5.53	2.98
Measurement Input, Option Volatility [Member] \| Minimum [Member]
Derivative [Line Items]
Derivative liability, measurement input	563	149
Measurement Input, Option Volatility [Member] \| Maximum [Member]
Derivative [Line Items]
Derivative liability, measurement input	603	612

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, Balance	$ 799,988	$ 513,959
Additions		2,451,945
Mark to Market	963,799	166,309
Cancellation of Derivative Liabilities Due to Conversions
Reclassification to APIC Due to Conversions	(13,512)	(2,332,225)
Derivative liability,Balance	$ 1,750,275	$ 799,988

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
DERIVATIVE LIABILITY (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	$ 1,750,275		$ 1,750,275		$ 799,988
Gain (loss) on derivative liability	16,047	$ (1,734,004)	1,153,526	$ 974,446
Gain (loss) on derivative liability	$ (16,047)	$ 1,734,004	$ (1,153,526)	$ (974,446)

NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended
	Jun. 30, 2023	Oct. 07, 2022	Apr. 11, 2022	Oct. 12, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Nov. 15, 2022	Jun. 13, 2022	Jul. 07, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Company borrowed							$ 1,220,000	$ 525,050
Note payable					$ 396,668		396,668
Proceeds from issuance of common stock							$ 1,197,501
Common stock par value					$ 0.000001		$ 0.000001		$ 0.000001	$ 0.000001	$ 0.001	$ 0.001
Annual base salary					$ 129,833	$ 160,435	$ 590,963	$ 828,058
Accrued management wages	$ 785,000				945,000		945,000
Amir Ben-Yohanan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable					1,197,501		1,197,501
Magiclytics [Member] \| Related Party [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to related parties					$ 97,761		$ 97,761		$ 97,761
Director Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued							31,821
Common stock par value					$ 0.000001		$ 0.000001
Number of shares issued, value							$ 25,000
Restricted Stock Agreement [Member] \| Mr Kaplun [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares restricted		58,824
Shares vesting percentage		25.00%
Director Agreement [Member] \| Mr Musina [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued, value				$ 25,000
Ben Yohanan Employment Agreement [Member] \| Amir Ben-Yohanan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual base salary			$ 400,000
Monthly cash payment			15,000
Remaining base salary			$ 220,000

JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Salary and wages		$ 129,833	$ 160,435	$ 590,963	$ 828,058
Non-controlling interest		98,422	43,501	(57,855)	43,501
Non-controlling interest		$ (98,422)	$ (43,501)	$ 57,855	$ (43,501)
Mr Reiman [Member]
Net receipts percentage	25.00%
Mr Reiman [Member] \| Employment Agreement [Member]
Description of employment agreement term	In connection with Mr. Reiman’s appointment as President of the Agency, on the Effective Date, the Company and the Agency, a majority owned subsidiary of the Company, entered into a written Executive Employment Agreement (the “Employment Agreement”) with Mr. Reiman for a term of two (2) years following the Effective Date (the “Initial Term”). The Initial Term and any renewal term shall automatically be extended for up to two (2) more additional terms of two (2) years (each a “Renewal Term”), for an aggregate of up to six (6) years.
Salary and wages	$ 37,500
Increase of month salary	$ 42,500
Net receipts percentage	7.50%
Mr Reiman [Member] \| Maximum [Member]
Operating lease expense	$ 200,000
Description of excess expenses	Expenses in excess of $400 must be pre-approved by the Company
Joint Venture Agreement [Member]
Ownership percentage	51.00%
Joint Venture Agreement [Member] \| JointVentureMember
Ownership percentage	51.00%
Employment Agreement [Member] \| Reiman Agency LLC [Member]
Ownership percentage	49.00%

SUMMARY OF WARRANTS ACTIVITY (Details) - USD ($) shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Equity [Abstract]
Number of Options, Outstanding, Beginning balance	165,077
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 2.05
Weighted Average Remaining Contractual Life (in Years), Outstanding	2 years 10 months 24 days	4 years 7 months 6 days
Number of Options, Issued
Weighted Average Exercise Price, Issued
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Cancelled
Weighted Average Exercise Price, Canceled
Number of Options, Outstanding, Ending balance	165,077
Weighted Average Exercise Price, Outstanding, Ending balance	$ 2.05
Number of Options, Vested and Expected Ending balance	165,077
Number of Options, Vested and Expected Ending balance	$ 2.05
Weighted Average Remaining Contractual Life (in Years), Vested and Expected	2 years 10 months 24 days
Aggregate Intrinsic Value, Vested and expected
Number of Options, Exercisable Ending balance	165,077
Weighted Average Exercise Price, Exercisable, Ending balance	$ 2.05
Weighted Average Remaining Contractual Life (in Years), Exercisable	2 years 10 months 24 days
Aggregate Intrinsic Value, Exercisable

SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS (Details)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Dividend yield
Expected term (in years)	5 years
Volatility, Minimum	368.00%
Volatility, Maximum	369.00%

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 11, 2022	Nov. 02, 2021	Nov. 30, 2020	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Nov. 15, 2022	Nov. 14, 2022	Sep. 30, 2022	Jun. 23, 2022	Jun. 22, 2022	Jun. 13, 2022	Apr. 19, 2022	Apr. 18, 2022	Jul. 07, 2020	Jul. 06, 2020
Class of Stock [Line Items]
Capital stock, shares authorized									25,050,000,000								550,000,000	500,000,000
Common stock, par value				$ 0.000001			$ 0.000001	$ 0.000001	$ 0.000001					$ 0.001			$ 0.001
Preferred stock, shares authorized				50,000,000			50,000,000	50,000,000	50,000,000								50,000,000
Preferred stock par value				$ 0.001			$ 0.001	$ 0.001	$ 0.001								$ 0.001
Common stock, shares authorized				25,000,000,000			25,000,000,000	25,000,000,000	25,000,000,000	8,000,000,000	25,000,000,000	8,000,000,000	2,000,000,000		2,000,000,000	500,000,000	550,000,000
Common stock, shares outstanding				14,627,446,939			14,627,446,939	6,830,378,163
Preferred stock, shares issued				1			1	1
Preferred stock, shares outstanding				1			1	1
Common stock, shares issued				14,627,446,939			14,627,446,939	6,830,378,163
Conversion of convertible debt				$ 1,197,501			$ 1,197,501
Derivative liability				1,750,275			1,750,275	$ 799,988
Note payable				$ 396,668			$ 396,668
Stock options granted							0
2023 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Shares authorized under plan	75,000,000
Share based compensation, description	The term of each option will be as stated in the applicable award agreement; provided, however, that the term may be no more than 10 years from the date of grant
Allocated share based compensation expense	$ 300,000
Equity Purchase Agreement and Registration Rights Agreement [Member]
Class of Stock [Line Items]
Common stock, par value		$ 0.000001
Number of shares issued, value		$ 15,000,000.00
Trading percentage		250.00%
Number of shares issued		70,000
Convertible Promissory Note [Member]
Class of Stock [Line Items]
Derivative liability					$ 13,512	$ 189,352
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized																	500,000,000
Conversion of convertible debt, shares				5,987,500,000			5,987,500,000
Conversion of convertible debt				$ 5,988			$ 5,988
Common Stock [Member] \| Promissory Note [Member]
Class of Stock [Line Items]
Conversion of convertible debt, shares				5,987,500,000	377,624,000	1,431,944,776
Common Stock [Member] \| Convertible Promissory Note [Member]
Class of Stock [Line Items]
Conversion of convertible debt					$ 20,770	$ 184,254
Series X Preferred Stock [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction			1
Share price per share			$ 1.00
Chief Executive Officer [Member]
Class of Stock [Line Items]
Common stock, shares outstanding				10,564,764,688			10,564,764,688
Amir Ben-Yohanan [Member]
Class of Stock [Line Items]
Note payable				$ 1,197,501			$ 1,197,501
Non Employee Directors [Member] \| 2023 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Equity awards may be granted, maximum	300,000
Maximum [Member]
Class of Stock [Line Items]
Common stock, par value														0.001
Maximum [Member] \| Equity Purchase Agreement and Registration Rights Agreement [Member]
Class of Stock [Line Items]
Commitment amount		$ 400,000.00
Minimum [Member]
Class of Stock [Line Items]
Common stock, par value														$ 0.000001
Minimum [Member] \| Equity Purchase Agreement and Registration Rights Agreement [Member]
Class of Stock [Line Items]
Commitment amount		$ 20,000.00

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 30, 2023	Sep. 30, 2023
Mr Yohanan [Member]
Subsequent Event [Line Items]
Number of issued		$ 885,000
Subsequent Event [Member] \| Director [Member]
Subsequent Event [Line Items]
Number of shares issued	368,883,716