XML 39 R31.htm IDEA: XBRL DOCUMENT v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 05, 2023
Aug. 16, 2023
Jul. 25, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Description of company operation the Company is purchasing from GoLogiq, the Membership Interests. In exchange for the Company Membership Interests, the Buyer will issue to Seller such number of shares of common stock of Buyer, par value $0.0001 per share (the “Buyer Common Stock”) that represents 19.99% of the number of issued and outstanding shares of the Buyer Common Stock on the business day prior to the date of Closing (“Closing Consideration”). Following the issuance of the Closing Consideration, Seller will own 16.66% of the issued and outstanding shares of the Buyer Common Stock. In addition, additional Buyer Common Stock may be issuable to Seller as consideration upon the achievement of one or more of the following milestone targets (each a “Milestone Payment”): (i) if on a date that is six (6) months after the date of Closing, the Revenue for such six-month period is at least $2,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Seller will own, following such issuance, 40.00% of the issued and outstanding shares of the Buyer Common Stock; (ii) if on a date that is nine (9) months after the date of Closing, the Revenue for such nine-month period is at least $4,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Seller will own, following such issuance, 64.00% of the issued and outstanding shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the date of Closing if $4,000,000 in Revenue is reached between six (6) and nine (9) months after the date of Closing; and (iii) if on a date that is twelve (12) months after the date of Closing, Revenue for such twelve-month period is at least $6,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Seller will own, following such issuance, 84.00% of the fully-diluted shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the date of Closing if $6,000,000 in Revenue is reached between six (6) and twelve (12) months after the date of Closing. Each Milestone Payment under this Section 1.02(b) shall be independent of the other Milestone Payments such that a Milestone Payment shall be payable if and only if the target attributable to such Milestone Payment is achieved within the period of time required by such target. This transaction is awaiting shareholder approval and has not yet closed         The Company operates an On Demand recruiting platform digitally transforming the $28.5 billion employment and recruiting agencies industry    
International Sources Revenue       0.01% 1.00% 0.02% 3.00%  
Fdic Limit       $ 15,253   $ 15,253   $ 612,691
Recognized of deferred revenue         $ 200,000 200,000    
Deferred Revenu       182,523   182,523   215,219
Allowance For Doubtful Accounts       1,131,457   1,131,457   $ 1,384,186
Bad Debt Expense       24,537 115,363 175,463 $ 479,065  
Depreciation Expense       6,257 3,603 18,772 4,084  
Advertising And Marketing Costs       $ 85,193 $ 342,622 $ 321,229 $ 619,418  
Purchase price   $ 1,800,000            
Antidilutive Securities           1,039,501 895,491  
Purchase of preferred convertible shares     1,000,000          
Preferred convertible shares value     $ 80,000          
Common stock par value $ 0.001     $ 0.0001   $ 0.0001   $ 0.0001
Concentration Risk             22.00%  
Total Revenue Two [Member]                
Concentration Risk             12.00%  
Accounts Receivable                
Concentration Risk           63.00%   28.00%
Total Revenue                
Concentration Risk       35.00% 18.00% 59.00% 10.00%  
Customer Two [Member]                
Concentration Risk             10.00%  
Customer One | Accounts Receivable                
Concentration Risk           10.00%   10.00%
Customer One | Total Revenue                
Concentration Risk       10.00% 10.00% 10.00%