10. CAPITAL STOCK (Details) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 22, 2022 |
Jul. 28, 2022 |
Apr. 13, 2022 |
Mar. 28, 2022 |
Dec. 31, 2021 |
Sep. 29, 2021 |
Mar. 31, 2021 |
Mar. 18, 2021 |
Mar. 05, 2021 |
Feb. 23, 2021 |
Feb. 06, 2020 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Dec. 31, 2021 |
Feb. 06, 2022 |
|
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 | 10,000,000,000 | 2,000,000,000 | |||||||||||||
Common Stock Shares Authorized | 10,000,000,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Payments of Dividends | $ 0 | $ 408,805 | |||||||||||||||
Proceeds of issuance of common stock, net | 940,159 | 8,558,350 | |||||||||||||||
Stock Issuance in exchange for services | $ 120,000 | $ 3,374 | |||||||||||||||
Securities Purchase Agreement | |||||||||||||||||
Sale of Stock, Description of Transaction | On March 5, 2021, we entered into an amendment with the purchaser for the registered direct offering to reduce the exercise price of the warrants from $0.07 to $0.0454 per share of common stock. On the date of the amendment the closing price of the common stock was $0.0454 therefore no discount was offered or recorded. We also issued an additional 28,571,429 warrants to the purchaser. The Company also issued 10,714,286 warrants (at an exercise price of $0.0875) to the designees of the placement agent in connection with this transaction. After transaction costs, the Company received net proceeds of $8,558,350, which is being used for operations. | On February 23, 2021, the Company closed a registered direct offering pursuant to which the Company issued and sold 85,000,000 shares of common stock, 57,857,143 prefunded warrants to purchase shares of common stock (at an exercise price of $0.001), and 142,857,143 warrants to purchase shares of common stock for gross proceeds of $10,000,000 ($8,500,493 net of which was received February 23, 2021 and $57,857 was received upon exercise of the prefunded warrants) | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 8,558,350 | ||||||||||||||||
Securities Purchase Agreement | Pre-Funded Warrants | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 57,857,143 | ||||||||||||||||
Exercise prices | $ 0.001 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 57,857 | ||||||||||||||||
Securities Purchase Agreement | Common Warrants | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 142,857,143 | ||||||||||||||||
Exercise prices | $ 0.0454 | $ 0.07 | |||||||||||||||
Securities Purchase Agreement | Warrant | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,714,286 | ||||||||||||||||
Exercise prices | $ 0.0875 | ||||||||||||||||
Investor | Purchase Agreement Dated March 28, 2022 Member | |||||||||||||||||
Agreement Description | Company entered into an amendment to the Company’s purchase agreement, dated March 28, 2022 (the “Purchase Agreement”) with the investor. As previously disclosed, the Purchase Agreement provides that, subject to the conditions and limitations set forth therein, the Company may sell to the investor, at its discretion, up to $10,000,000 of shares of the Company’s common stock. Under the amendment, the “Purchase Price” under the Purchase Agreement is no longer subject to a floor and is defined as the lower of (a) 90% of the lowest traded price during the Valuation Period (as defined under the Purchase Agreement) or (b) the closing price for the Company’s common stock on the trading day preceding the date of the purchase notice provided under the Purchase Agreement. | the Company entered into a purchase agreement with an accredited investor to purchase up to $10,000,000 of shares (“Purchase Shares”) of the Company’s common stock. The Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct the investor, by delivery of a purchase notice from time to time (a “Purchase Notice”) to purchase (each, a “Purchase”) over the one-year term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of the lower of: (1) one hundred percent (100%) of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Purchase Date; or (2) one million dollars ($1,000,000), provided that the parties may agree to waive such limitations. The aggregate value of Purchase Shares sold to the investor may not exceed $10,000,000. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of the Purchase Agreement. The number of Purchase Shares the Company issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement). The Purchase Price was defined as the lower of (a) 90% of the lowest volume weighted average price during the Valuation Period; or (b) the closing price for the Company’s common stock on the trading day preceding the date of the Purchase Notice. The Purchase Price was subject to a floor of $0.01 per share, at or below which the Company could not deliver a Purchase Notice. The Valuation Period is the ten consecutive business days immediately preceding, but not including the date a Purchase Notice is delivered | |||||||||||||||
Common Stock | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,086 | ||||||||||||||||
Stock Issued For Independent Consultant | 97,543 | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.0173 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,374 | ||||||||||||||||
Stock Issuance in exchange for services | $ 14,814 | $ 195 | |||||||||||||||
Stock Issuance in exchange for services | 14,814,814 | 195,086 | |||||||||||||||
Common Stock | ConsultingAgreementDatedAugustFourTwentyTwentyTwo | |||||||||||||||||
Share Price | $ 0.0081 | ||||||||||||||||
Stock Issuance in exchange for services | $ 120,000 | ||||||||||||||||
Stock Issuance in exchange for services | 14,814,814 | ||||||||||||||||
CashCompensation | $ 10,000 | $ 14,814,814 | $ 0 | ||||||||||||||
Common Stock | Securities Purchase Agreement | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 85,000,000 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ (8,500,493) | ||||||||||||||||
Share Price | $ 0.0454 | ||||||||||||||||
Common Stock | Investor | Purchase Agreement Dated March 28, 2022 Member | |||||||||||||||||
Stock Issued During Period, Shares, Other | 89,415,574 | ||||||||||||||||
Proceeds of issuance of common stock, net | $ 980,205 | ||||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | |||||||||||||||
Preferred Stock, Convertible, Terms | 10,000 | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Company legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. | ||||||||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 8 | ||||||||||||||||
Payments of Dividends | $ 0 | $ 148,705 | |||||||||||||||
Conversion of Stock, Shares Converted | 10,000 | 10,000 | |||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | $ 0 | |||||||||||||||
Series A Preferred Stock | Common Stock | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | $0.004 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series B Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series B Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 18,025 | 18,025 | 18,025 | 18,025 | |||||||||||||
Series C Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series C Preferred Stock is convertible into shares of the Company's common stock in the amount determined by dividing the stated value by a conversion price of $0.01 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series C Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series C Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 14,425 | 14,425 | 14,425 | 14,425 | |||||||||||||
Series D Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 90,000 | 90,000 | 90,000 | 90,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue means the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. | ||||||||||||||||
Payments of Dividends | $ 0 | $ 257,609 | |||||||||||||||
Conversion of Stock, Shares Converted | 3,979 | 3,979 | |||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series D Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series D Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 90,000 | 86,021 | 86,021 | 90,000 | |||||||||||||
Shares held | 90,000 | ||||||||||||||||
Series D Preferred Stock | Common Stock | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,947,500 | 9,947,500 | 9,947,500 | ||||||||||||||
Series E Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.05 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series E Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series E Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||
Series F Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 800,000 | 800,000 | 800,000 | 800,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 25 | $ 25 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series F Preferred Stock is not convertible into common stock. | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. | ||||||||||||||||
Payments of Dividends | $ 2,491 | ||||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series F Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 2,413 | 0 | 0 | 2,413 | |||||||||||||
Preferred Stock, Redemption Terms | To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. | ||||||||||||||||
Payments for Repurchase of Redeemable Preferred Stock | $ 62,246 | ||||||||||||||||
Stated value included in payments for repurchase of redeemable preferred stock | 61,325 | ||||||||||||||||
Dividends included in payments for repurchase of redeemable preferred stock | $ 921 | ||||||||||||||||
Series G Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 2,600 | 2,600 | 2,600 | 2,600 | 2,600 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | ||||||||||||||||
Preferred Stock, Convertible, Terms | The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 2,597 | 2,597 | 2,597 | 2,597 | |||||||||||||
Series H Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 1,000 | ||||||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock is not convertible into shares of the Company's common stock | ||||||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. | ||||||||||||||||
Series H Preferred Stock | Chief Executive Officer - Andrew Van Noy | |||||||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock was not convertible into shares of the Company's common stock | ||||||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | |||||||||||||
Preferred Stock, Redemption Terms | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 |