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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

☐	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: 000-54995

I-ON DIGITAL CORP.

(Exact name of registrant as specified in its charter)

(formerly known as I-ON Communications Corp.)

Delaware		46-3031328
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1244 N. Stone Street, Unit 3, Chicago, IL 60610

(Address of principal executive offices, including zip code)

(866) 440-2278

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.0001

Indicate by check mark whether the registrant (1) has filed all 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “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 ☒

Securities registered pursuant to Section 12(b) of the Act: None.

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of July 11, 2024
Common Stock, $0.0001 par value per share		27,410,234 shares

PART 1 – FINANCIAL INFORMATION

Item 1.

Interim Consolidated Financial Statements

The unaudited condensed interim consolidated financial statements of I-ON Digital Corp. and subsidiary (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

I-ON Digital Corp.

Table of Contents

Financial Statements (UNAUDITED)

Condensed Consolidated Balance Sheets (UNAUDITED)	4

Condensed Consolidated Statements of Operations (UNAUDITED)	5

Condensed Consolidated Statements of Stockholders’ Equity (UNAUDITED)	6

Condensed consolidated Statements of Cash Flows (UNAUDITED)	7

Notes to Condensed Consolidated Financial Statements (UNAUDITED)	8

I-ON Digital Corp.

Condensed Consolidated Balance Sheets

	March 31, 2024			December 31, 2023
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	1,744		$	36,075
Prepayments		105,695			109,764
Other current asset		5,500			-
Total current assets		112,939			145,839

Non-current assets:
Intangible assets, net		18,379,927			18,400,927

Total non-current assets		18,379,927			18,400,927

Total Assets	$	18,492,866		$	18,546,766

Liabilities and Stockholders’ Equity

Current liabilities:
Accrued expenses	$	133,876		$	100,659
Accrued interest		216,712			79,589
Deferred revenue – related party		-			32,625
Due to related parties		248,220			167,909
Loans payable		495,019			473,026
Total current liabilities		1,093,827			853,808

Total liabilities		1,093,827			853,808

Commitments and contingencies		-			-

Stockholders’ Equity
Preferred stock Series A - $0.0001 par value; authorized 6,000 shares and 4,600 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			-
Preferred stock Series A to be issued (803 shares as of March 31, 2024 and December 31, 2023)		176,342			176,342
Preferred stock Series C - $0.0001 par value; authorized 910,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		91			91
Preferred stock value		91			91
Common stock - $0.0001 par value; authorized 100,000,000 shares;27,410,234 shares issued and outstanding at March 31, 2024 and December 31, 2023		2,741			2,741
Additional paid-in-capital		21,010,285			21,010,285
Accumulated retained earnings		(3,790,420	)		(3,496,501	)
Total stockholders’ equity		17,399,039			17,692,958

Total Liabilities and Stockholders’ Equity	$	18,492,866		$	18,546,766

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended March 31, 2024			Three Months Ended March 31 2023

Net sales – related party	$	32,625		$	-
Cost of sale		21,000			-
Gross profit		11,625			-

Operating expense
Professional fees		53,000			116,000
General and administrative expenses		93,428			63,480
Total expenses from operations		146,428			179,480
Income (loss) from operations		(134,803	)		(179,480	)

Other income (expense)
Interest expenses		(159,116	)		-
Income (loss) before income taxes		(293,919	)		(179,480	)

Provision for income taxes		-			-

Net income (loss)	$	(293,919	)	$	(179,480	)

Net loss per share: Basic and Diluted	$	(0.01	)		(0.01	)

Weighted average number of shares outstanding: Basic and Diluted		27,410,234			22,657,308

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Three Months Ended March 31, 2024 and 2023


							Preferred Stock
	Common Stock						Series A				Series A to be issued				Series B						Series C				Additional						Total Company
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Stockholders’ Equity

Balance at December 31, 2022		19,724,220		$	1,972			-	$	-		-	$	-		-		$	-			-	$	-	$	2,689,391		$	(2,691,363	)	$	-

Issuance of preferred stock – series A		-			-			3,600		0		-		-		-			-			-		-		214,286			-			214,286
Distribution		-			-			-		-		-		-		-			-			-		-		(250,000	)		-			(250,000	)
Issuance of preferred stock – series B		-			-			-		-		-		-		6,000			1			-		-		35,713			-			35,714
Preferred stock series B conversion to Common Stock		6,000,000			600			-		-		-		-		(6,000	)		(1	)		-		-		(599	)		-			-
Common stock cancellation		(350	)		(0	)		-		-		-		-		-			-			-		-		-			-			(0	)
Net income (loss)		-			-			-		-		-		-		-			-			-		-		-			(179,480	)		(179,480	)

Balance at March 31, 2023		25,723,870		$	2,572			3,600	$	0		-	$	-		-		$	-			-	$	-	$	2,688,791		$	(2,870,843	)	$	(179,480	)

Balance at December 31, 2023		27,410,234		$	2,741			4,600		0		803	$	176,342		-			-			910,000	$	91	$	21,010,285		$	(3,496,501	)	$	17,692,958
Balance		27,410,234		$	2,741			4,600		0		803	$	176,342		-			-			910,000	$	91	$	21,010,285		$	(3,496,501	)	$	17,692,958

Net loss		-			-			-		-		-		-		-			-			-		-		-			(293,919	)		(293,919	)
Net income (loss)		-			-					-				-		-			-			-		-		-			(293,919	)		(293,919	)

Balance at March 31, 2024		27,410,234		$	2,741			4,600	$	0		803	$	176,342	$	-		$	-		$	910,000	$	91	$	21,010,285		$	(3,790,420	)	$	17,399,039
Balance		27,410,234		$	2,741			4,600	$	0		803	$	176,342	$	-		$	-		$	910,000	$	91	$	21,010,285		$	(3,790,420	)	$	17,399,039

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

Cash flows from operating activities:
Net income (loss)	$	(293,919	)	$	(179,480	)
Adjustments
Amortization		21,000			-
Accretion of debt discount		21,992			-
Changes in assets and liabilities
Prepaid expenses		4,069			-
Other current asset		(5,500	)		-
Accrued expenses		33,218			88,980
Accrued interest		137,123			-
Deferred revenue – related party		(32,625	)		130,500
Other current liabilities – related party		-			219,500
Total net cash provided by (used in) operations		(114,642	)		259,500

Cash flows from investing activities:
Purchase of intangible assets		-			(84,000	)
Total net cash provided by (used in) investing activities		-			(84,000	)

Cash flows from financing activities:
Proceeds from issuance of preferred stock Series A		-			214,286
Proceeds from issuance of preferred stock Series B		-			35,714
Distribution per stock purchase agreement		-			(250,000	)
Advances from related parties		80,311			174,500
Total net cash provided by (used in) financing activities		80,311			174,500

Net increase (decrease) in cash and cash equivalents		(34,331	)		350,000

Cash and cash equivalents, beginning of period		36,075			-

Cash and cash equivalents, end of period	$	1,744		$	350,000

Supplemental disclosure of cash flow information:
Continuing operations:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1. Organization and Operations

I-ON Digital Corp. (the “Company”) was incorporated on July 5, 1999, and is engaged in providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the block chain.

On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, I-ON Communications, Ltd. (the Company’s wholly owned subsidiary, “Communications”) and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.

As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Balance Sheets. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of Subsidiaries.”

In January 2023, the Company completed a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp. (“IAC”), a related party, pursuant to which IAC received 3,600 shares of the Company’s Series A Preferred Stock for consideration of $250,000. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The 3,600 Series A Preferred Stock was subsequently distributed to IAC’s sole stockholder Carlos Montoya, the Company’s Chief Executive Officer. The Company’s total authorized Series A Preferred Stock is 6,000 of which, a total of 4,600 is issued and outstanding.

In March 2023, the Company signed a marketing consulting service agreement with a marketing consulting service company (the “Consultant”). According to the agreement, the Consultant will provide a comprehensive marketing, branding, and investor relation team focused on amplifying, growing, and refining the Company’s brand messaging and thought leadership position in the precious metals, web 3.0 and overall financial market place. The term is eighteen (18) months and renews automatically in six (6) month increments. The Company pays $11,000 for the monthly fees. The service agreement ended at the end of June 2023 by mutual agreement.

On December 15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing the 100% controlling interest in Orebits Corp., in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company, which have an estimated value of $17.6 million. The disinterested members of the Board of Directors determined that the consideration paid for the 910,000 shares of Orebits approximated their fair market value.

To determine if the acquisition is a business combination or an acquisition of assets, Management considered the specific criteria outlined in the generally accepted accounting principles (GAAP), particularly those related to business combinations as defined by Accounting Standards Codification (ASC) 805. According to GAAP (ASC 805-10-20), a business consists of inputs, processes applied to those inputs, and the ability to create outputs. Orebits Corp. has been inactive for years and possesses only one asset without generating revenues or conducting significant activities, so it does not meet the definition of a business under GAAP. Orebits Corp. does not meet the definition of a business and only holds a single asset, so the transaction was treated as an acquisition of assets rather than a business combination.

The acquisition of Orebits Corp. has had a significant impact on the Company’s consolidated balance sheets. The acquiree Orebits Corp. carried only one asset – 9,700 Orebits AU gold-backed digital assets having a post transaction value of $17.6 million. After the acquisition, the value of the assets on the consolidated balance sheets increased by $17,643,284 and there was no increase in liabilities.

Orebits Corp. did not have any operations so there is no impact to the consolidated statements of operations for the Company.

NOTE 2. Summary of Significant Accounting Policies

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of December 31, 2023, which has been derived from audited financial statements, and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2024 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023.

Basis of Consolidation

The consolidated financial statements include the accounts of I-On Digital Corp. and its wholly owned subsidiary Orebits Corp., (collectively, the “Company”). All significant intercompany transactions and balances have been eliminated in consolidation. Subsidiaries are entities over which the Company has control, typically through a majority voting interest. The Company consolidates entities in which it holds a controlling financial interest, as defined by Accounting Standards Codification (ASC) 810, Consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Company, under the prior ownership group, sold-off of its subsidiaries in September 2022. In addition, the Company has limited cash and it had consecutive losses in the past periods. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of March 31, 2024, the Company has completed two digital platforms to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Those platforms are still in the testing stage as of now when the consolidated financial statements were ready to be issued. The implementation of these platforms will take time to cover the full operation costs.

The Company’s business prospects have changed since the new management took control of operations in January 2023. Since the new ownership took over the Company, management commenced new initiatives in technology development and acquisitions. In connection with these initiatives, Management plans to prepare the Company for capital formation and new business development through capital raising vehicles. There can be no assurances that the Company will be successful in this or any of its endeavors. In addition, the Company is also funded by the related parties for its operations. It is expected that the related parties will continue funding the Company’s operations until we are able to raise capital or increase revenue to cover operating costs.

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation.

Cash and Cash Equivalents

The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. As of March 31, 2024 and December 31, 2023 there were no cash equivalents.

Intangible Assets

Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at fair value or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.

The estimated useful lives of the respective asset categories are as follows:

Development costs		3 years
Intangible assets excluding development costs		10 years
Other intangible assets – Core technology platforms		3 to 5 years

The Company follows ASC 350-30-35 and recognizes costs incurred to renew or extend the term of a recognized intangible asset as an expense in the period in which they are incurred. These costs are not capitalized but are instead treated as operating expenses, ensuring that the financial statements accurately reflect the current period’s operational activities.

Impairment Analysis for Long-lived Assets and Intangible Assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

Digital Assets

Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). The Company does not intend to sell the digital assets in the near future so they are classified as non-current assets.

These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.

Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

The three levels of inputs are as follows:

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.

The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the three months ended March 31, 2024 and 2023.

Contingencies

Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.

Advertising

Costs associated with advertising and promotions are expensed as incurred.

Employee Stock Based Compensation

The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation plans. The Company records stock compensation expense based on the value of the number of shares vesting specified periods over three years.

Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

Recently Issued Accounting Pronouncements

On December 13, 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. Additionally, ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The new standard is effective for all entities for the fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. Where applicable the Company will adopt ASU 2023-08 when it is effective from its fiscal year beginning January 1, 2025. The adoption of ASU 2023-08 will have a material impact on the Consolidated Financial Statements.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements.

NOTE 3. Earnings Per Share

The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive securities consist of Series A Preferred Shares of 54,030,000, Series C Preferred Shares of 18,200,000 and warrants outstanding of 550,000. In our situation, due to the net loss for both periods, the consolidated financial statements excluded potentially dilutive securities from the computation of diluted earnings per share (EPS) because the inclusion would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net income per common share:

	2024			2023
	Three Months Ended March 31,
	2024			2023

Net income (loss)	$	(293,919	)	$	(179,480	)

Weighted-average shares of common stock outstanding:
Basic and diluted		27,410,234			22,657,308
Net income (loss) per share:
Earnings per share – Basic and diluted	$	(0.01	)		(0.01	)

NOTE 4. Prepaid Expenses

In August 2023, the Company signed an agreement with M2 Compliance LLC (M2) for M2 to provide EDGAR filing services for the Company. The term of the services is from August 19, 2023 to August 18, 2024. The annual fee is $6,495. The Company amortized $1,624 of the expenses for the services for the three months ended March 31, 2024 leaving a prepaid expense balance of $2,435 as of March 31, 2024.

Also in August 2023, the Company paid the annual fees to OCT Markets for two categories of services. The fee is $9,780. The Company amortized $2,445 of expenses for the three months ended March 31, 2024 leaving a prepaid expense balance of $3,260 as of March 31, 2024.

In December 2023, the Company hired a consultant to work on the patents related to the token business operations. The Company paid a $100,000 retainer for the services to be performed in the first quarter of 2024. As of March 31, 2024, the services have not been completed therefore the full $100,000 remains as a prepaid expense as of March 31, 2024. Management expects the completion of the work by the third quarter of 2024.

As of March 31, 2024, the balance of prepaid expenses was $105,695.

NOTE 5. Intangible Assets

In January 2023, the Company signed a service agreement with Nodalium, Inc. through which Nodalium, Inc. will provide continuing services for the Architectural Plan Project, Core IT Platform & Digital Asset Ecosystem and Workflow management. The consideration for this project is $80,000. As of March 31, 2024, the project was not yet complete, therefore no amortization was recognized for the three months ended March 31, 2024 and the value of the assets was $80,000 as of March 31, 2024. Having participated in the planning and development of the Company’s Core Architectural Platform and Digital Asset Ecosystem, Nodalium, based on its platform knowledge and expertise, will further deliver its exclusive “Workflow” technology allowing the Company to independently monitor and report on all transactions involving the ION.au Digital Asset and/or the ION Digital Hybrid Blockchain platform. Nodalium’s continuous reporting will allow the Company to systematically balance its internal ledger systems, inclusive of client account balances reflecting buy, sell, trade or collateral pledge transactions, on a daily basis, against balances provided by Nodalium, All such accounting, will be made available in statement format to clients, institutional partners, auditors and/or public agencies, as appropriate.

In February 2023, the Company, through ION Acquisition Corp., signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. In May 2023, the Company paid, through ION Acquisition Corp. $85,700 in cash and issued 1,136,364 shares of common stock. In October 2023, the Company assessed the value of the Orebits and determined there was an impairment of $8,199, reducing the asset value to $327,501 as of December 31, 2023. This asset has been determined to have an indefinite life, therefore no amortization has been recognized, instead the asset is evaluated for impairment in accordance with Company policy for such. During the three months ended March 31, 2024 no impairment was recognized, therefore as of March 31, 2024, the value of this asset was $327,501.

In March 2023 the Company paid, through Orebits Acquisition Group (a related party), $84,000 to Oktane Media for Nodalium Channel Partnership Agreement & Transaction Costs, through which the Company obtained a certain license that allows the Company to resell. The license fee covers one year. The asset is amortized over the next twelve months starting from April 2023. The Company amortized $21,000 for the three months ended March 31, 2024, it is fully amortized and the net value of this asset was $0 as of March 31, 2024.

In March 2023, the Company signed an agreement with Instruxi Limited, through which Instruxi Limited will build a technology stack for the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits. The Company will provide specialist consultation, called ION’s Digital Architecture & Hybrid Blockchain Platform. The Company paid $329,142 and as of March 31, 2024 the project was not yet complete, therefore no amortization was recognized for the three months ended March 31, 2024 and the value of the assets was $329,142 as of March 31, 2024.

In December 2023, the Company obtained 9,699.7082 Orebits AU through the acquisition of Orebits Corp. According to the purchase agreement, I-ON Digital Corp. issued 910,000 preferred Series C stock for Orebits Corp’s 100% ownership of 910,000 Orebits Corp’s shares. The Company, having independently built the underlying ION Digital Hybrid Blockchain & Workflow Platform in anticipation of onboarding the Orebits.AU Gold Backed Digital Asset, recorded this 9,699.7082 Orebits at $17,643,284 ($1,818.95 per Orebits.AU). This asset has been determined to have an indefinite life, therefore no amortization has been recognized, instead the asset is evaluated for impairment in accordance with Company policy for such. During the three months ended March 31, 2024 no impairment was recognized, therefore as of March 31, 2024, the value of this asset was $17,643,284.

As of March 31, 2024, the net value of the intangible assets was $18,379,927. Because the intangible assets subject to amortization had not yet been placed into service as of March 31, 2024, the Company has not yet determined the expected aggregate amortization expense for future periods.

NOTE 6. Related Party Transactions

The Company’s major shareholder pays the expenses for the company’s operations and certain capital expenditures through the company (related party) he owns. For the three months ended March 31, 2024 and 2023, the related party paid expenses of $80,311 and $174,500, respectively. These advances from the related party are unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances.

As of March 31, 2024 and December 31, 2023, the balance of due to the related party was $248,220 and $167,909, respectively.

On March 30, 2023, the Company sub-leased its Enterprise workflow/intelligent automation platform, as allowed under a relicensing provisions within in master software license agreement, to I-ON Acquisition Corp., an entity owned by Carlos Montoya, the Company’s Chief Executive Officer, for the annual fees of $130,500. The Company received the full amount and recorded it as deferred revenue, to be recognized into revenue over the twelve-month licensing period starting in April 2023. The Company recognized revenue of $32,625 for the three months ended March 31, 2024 and the deferred revenue related to this contract was $0 as of March 31, 2024.

NOTE 7. Convertible Notes

In November 2023, the Company issued Convertible Notes payable in the amount of $550,000, with the following terms and conditions. The term is one year or 30 days from the closing date of the registered security token offerings (the “Payment Date”) which is an offering yet to be approved by the Securities and Exchange Commission (“SEC”). The effective (bonus) interest rate is 100% payable at the closing date. In addition, the Company issued 550,000 warrants to the lenders as additional consideration. The value of the warrants was $87,970, which was recorded as a debt discount and increase to additional paid in capital at note inception. The Convertible Notes can be converted to SEC registered tokens if and when they are approved and made available. The principal will be paid at the Payment Date by tokens at two and half times the principal, of which the value of the tokens would be $1,375,000.

For the three months ended March 31, 2024, the Company amortized debt discount of $21,993 into interest expense and the total amortization was $32,989 as of March 31, 2024. As of March 31, 2024, the balance of the debt discount remaining was $54,981 and the net loan balance was $495,019.

For the three months ended March 31, 2024, the Company recorded interest expense of $137,123. As of March 31, 2024, the interest accrued was $216,712.

NOTE 8. Stockholders’ Equity

As indicated in Note 3, on September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). After the “Sell-off”, the Company had 19,724,220 common shares outstanding.

In September 2022, the Company established a series of preferred stock as “Series A Convertible Preferred Stock”. The authorized number of Series A Preferred Shares is six thousand (6,000). Each Series A Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 3,600 shares of convertible preferred stock – Series A for $214,286 cash consideration. Also according to the Purchase Agreement, $214,286 was distributed to the former major shareholder. Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred.

In September 2022, the Company established a series of preferred stock as “Series B Convertible Preferred Stock”. The authorized number of Series B Preferred Shares is six thousand (6,000). Each Series B Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 6,000 shares of preferred stock Series B according to a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), for the consideration of cash $35,714. Each Series B Convertible Preferred Share is convertible into one thousand (1,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

Also in January 2023, the 6,000 preferred stock Series B were converted to 6,000,000 common shares.

Again in January 2023, the Company cancelled 350 shares of common stock per shareholders’ request.

In May 2023, the Company issued 1,000 shares of preferred A stock for the value of $219,500. As of December 31, 2023, the total number of preferred A shares was 4,600.

In May 2023, the Company issued 1,136,364 shares of the Company’s common stock to Nahla Jacobs according to the service agreement signed with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC. The share price was $0.22 per share and the total value was $250,000.

Also in May 2023, the Company issued 550,000 shares of common stock according to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share and the total value is $121,000.

In May and June 2023, the Company received $100,000 and $71,342, respectively, for Preferred A stock to be issued. In August 2023, the Company received additional $5,000 for the stock to be issued. As of March 31, 2024, the total amount of Preferred A stock to be issued was $176,342.

On August 30, 2023, the Company executed a Board Resolution concerning Series A Preferred voting rights to be increased from 1,000 per share of common stock to 20,000 to become effective after the Company completed the due-notice requirements with the State of Delaware. This pre-emptive Board Resolution was initially approved by the board as part of a defensive posture against potential claims, however unidentified or unsubstantiated, made by shareholders affiliated with prior ownership. In as much as such claims remained uncertain or unsubstantiated, we elected to further reserve such filing with the State of Delaware.

In November 2023, the Company issued 550,000 warrants to the lenders as additional consideration for the loans. According to the loan agreements, the warrant holders can purchase shares of I-ON Digital Corp.’s public common stock at the price of $0.07 per share. The total value of the warrants was $87,970 and the warrants will expire at the loan maturity date (one year).

In December 2023, the Company issued 910,000 shares of preferred stock Series C in exchange for 910,000 shares of Orebits Corp. The authorized number of Series C Preferred Shares is also 910,000. Each Series C Convertible Preferred Share has a par value of $0.0001. Each Preferred C share is convertible into twenty (20) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of twenty (20) votes per share of Series C Preferred.

As of March 31, 2024, the Company had 27,410,234 shares of common stock issued and outstanding.

NOTE 9. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and determined the Company did not have any material subsequent events except for the following:

After the three months ended March 31, 2024, related parties continue to fund the Company's operations. Subsequent to March 31, 2024, the Company received total advances of $243,917 from related parties.

Item 2.

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

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim financial statements for the three months ended March 31, 2024 and 2023 and as of March 31, 2024 and December 31, 2023 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2023, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

Organization and Corporate History

I-ON is a leading-edge provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade ecosystem. We specialize in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. Our cutting-edge technology includes a zero-trust, hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management AI technologies. This system enables the digitization of ownership records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate wealth transfer through innovative asset-backed financial instruments.

In the fiscal year 2023, I-ON continued to expand its market presence and product offerings. We notably acquired Orebits’ gold digitization patent portfolio, trademarks, brand marks, and core intellectual property in the Orebits Transaction. This acquisition has allowed us to enhance our capabilities and broaden our service offerings, particularly through a new SaaS platform designed for banks, broker-dealers, and other financial intermediaries. This platform supports the receipt, management, and reporting of digital assets, reinforcing our commitment to innovation in the banking, financial technology, and mineral asset industries.

Results of Operations

Comparison of results of operations for the three months ended March 31, 2024 and 2023

	Three Months Ended
	March 31,
	2024			2023

Net sales – related party	$	32,625		$	-
Cost of sale		21,000			-
Gross profit		11,625			-

Operating expenses		146,428			179,480

Other income (expenses)		(159,116	)		-

Income (loss) before provision for income taxes		(293,919	)		(179,480	)
Provision for (benefit from) income tax		-			-
Net income (loss)	$	(293,919	)	$	(179,480	)

Net Sale

The sales for the three months ended March 31, 2024 and 2023 were $32,625 and $0, respectively. There were no sales for the three months ended March 31, 2023 because the new owner started to generate revenue during the second quarter of 2023.

Cost of Sale

The cost of sale for the three months ended March 31, 2024 and 2023 were $21,000 and $0, respectively. For the same reason explained above, there was no cost of sale for the three months ended March 31, 2023.

Gross Profit

The gross profit for the three months ended March 31, 2024 and 2023 was $11,625 and $0, respectively. For the same reason explained above, there was no gross profit for the three months ended March 31, 2023.

Operating Expenses

Operating expenses consist of professional fees and general and administrative expenses.

Operating expenses for the three months ended March 31, 2024 was $146,428, containing $53,000 of professional fees and $93,428 of general and administrative expenses. Comparing with the three months ended March 31, 2023, the operating expenses were $179,480, containing $116,000 of professional fees, and $63,480 of general and administrative expenses. The decrease in operating expenses was due to the reduction of professional fees.

Other Income (Expense)

For the three months ended March 31, 2024 and 2023, the Company had other expense of $159,116 and $0, respectively. The other expense represents interest expenses. The Company obtained loans of $550,000 with high interest rate and a debt discount at inception in November 2023. Therefore, for the three months ended March 31, 2023, there was no other expense.

Liquidity and Capital Resources

As of March 31, 2024, the Company had cash of $1,744 in its bank account.

Operating Activities

Cash of $114,642 was used for operations in the three months ended March 31, 2024, compared to the cash provided by operating activities of $219,500 for the three months ended March 31, 2023, a change of $309,052. The change was due to an increase in other current liabilities – related party for cash received of $219,500 for which there was an expectation that the cash would have to be paid back.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2024 was $0, compared to cash used in investing activities of $84,000 for the three months ended March 31, 2023, a decrease of $84,000. The decrease in cash used in investing activities was due to the $84,000 investing in an intangible asset called “Ecosystem” in the three months ended March 31, 2023.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2024 was $80,311, compared to cash provided in financing activities $174,500 for the three months ended March 31, 2023, a decrease of $94,189. The decrease was primarily due to more advances from related parties in the prior period.

Critical Accounting Estimates

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 15d-15(b) under the Exchange Act, our management, including our principal executive and financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of March 31, 2024, the last day of the period covered by this Quarterly Report. Based on this evaluation, our management, including our principal executive and financial officer, concluded that, as of March 31, 2024, our disclosure controls and procedures were not fully effective at the reasonable assurance level.

Limitations on Effectiveness of Controls

Our management, including our principal executive and financial officer, does not expect that our disclosure controls and procedures, or our system of internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act), will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, assurance that the objectives of the system are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three-month period ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2.

Unregistered Sales of Equity Securities

None

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Rule 10b-5(1) Trading Plans. During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6.

Exhibits

Exhibit Number		Exhibit Description

31.1		Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

31.2		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

**		The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 12, 2024	I-ON DIGITAL CORP.

	By:	/s/ Carlos X. Montoya
		Carlos X. Montoya
		Chairman, President (Principal Executive, Financial and Accounting Officer)

Exhibit 31.1

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Carlos X. Montoya, certify that:

1.	have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of I-ON Digital Corp.;

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.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e Ind 15d-1I)) 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 my 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 over financial reporting;

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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: July 12, 2024

/s/ Carlos X. Montoya

Name: Carlos X. Montoya

Title: Chairman, President

(Principal Executive, Financial and Accounting Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report on Form 10-Q (the “Report”) of I-ON Digital Corp. (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Carlos X. Montoya, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:

(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 results of operations of the Company.

Dated: July 12, 2024	/s/ Carlos X. Montoya
	Name: Carlos X. Montoya
	Title: Chairman, President
	(Principal Executive, Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to I-ON Digital Corp. and will be retained by I-ON Digital Corp. and furnished to the Securities and Exchange Commission upon request.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Jul. 11, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-54995
Entity Registrant Name	I-ON DIGITAL CORP.
Entity Central Index Key	0001580490
Entity Tax Identification Number	46-3031328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1244 N. Stone Street, Unit 3
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60610
City Area Code	(866)
Local Phone Number	440-2278
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		27,410,234

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,744	$ 36,075
Prepayments	105,695	109,764
Other current asset	5,500
Total current assets	112,939	145,839
Non-current assets:
Intangible assets, net	18,379,927	18,400,927
Total non-current assets	18,379,927	18,400,927
Total Assets	18,492,866	18,546,766
Current liabilities:
Accrued expenses	133,876	100,659
Accrued interest	216,712	79,589
Loans payable	495,019	473,026
Total current liabilities	1,093,827	853,808
Total liabilities	1,093,827	853,808
Commitments and contingencies
Stockholders’ Equity
Common stock - $0.0001 par value; authorized 100,000,000 shares;27,410,234 shares issued and outstanding at March 31, 2024 and December 31, 2023	2,741	2,741
Additional paid-in-capital	21,010,285	21,010,285
Accumulated retained earnings	(3,790,420)	(3,496,501)
Total stockholders’ equity	17,399,039	17,692,958
Total Liabilities and Stockholders’ Equity	18,492,866	18,546,766
Series A Preferred Stock [Member]
Stockholders’ Equity
Preferred stock value
Series A Issued [Member]
Stockholders’ Equity
Preferred stock value	176,342	176,342
Series C Preferred Stock [Member]
Stockholders’ Equity
Preferred stock value	91	91
Related Party [Member]
Current liabilities:
Deferred revenue – related party		32,625
Due to related parties	$ 248,220	$ 167,909

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	27,410,234	27,410,234
Common stock, shares outstanding	27,410,234	27,410,234
Series A Preferred Stock [Member]
Preferred stock, shares authorized	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,000	6,000
Preferred stock shares issued	4,600	4,600
Preferred stock shares outstanding	4,600	4,600
Series A Issued [Member]
Preferred stock shares issued	803	803
Series C Preferred Stock [Member]
Preferred stock, shares authorized	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	910,000	910,000
Preferred stock shares issued	910,000	910,000
Preferred stock shares outstanding	910,000	910,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net sales – related party	$ 32,625
Cost of sale	21,000
Gross profit	11,625
Operating expense
Professional fees	53,000	116,000
General and administrative expenses	93,428	63,480
Total expenses from operations	146,428	179,480
Income (loss) from operations	(134,803)	(179,480)
Other income (expense)
Interest expenses	(159,116)
Income (loss) before income taxes	(293,919)	(179,480)
Provision for income taxes
Net income (loss)	$ (293,919)	$ (179,480)
Net loss per share: Basic	$ (0.01)	$ (0.01)
Net loss per share: Diluted	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding: Basic	27,410,234	22,657,308
Weighted average number of shares outstanding: Diluted	27,410,234	22,657,308

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A Issued [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 1,972					$ 2,689,391	$ (2,691,363)
Balance shares at Dec. 31, 2022	19,724,220
Issuance of preferred stock – series A		$ 0				214,286		214,286
Issuance of preferred stock - series A, shares		3,600
Distribution						(250,000)		(250,000)
Issuance of preferred stock – series B				$ 1		35,713		35,714
Issuance of preferred stock - series B, shares				6,000
Preferred stock series B conversion to Common Stock	$ 600			$ (1)		(599)
Preferred stock series B converion to common stock, shares	6,000,000			(6,000)
Common stock cancellation	$ (0)							(0)
Common stock cancellation, shares	(350)
Net income (loss)							(179,480)	(179,480)
Balance at Mar. 31, 2023	$ 2,572	$ 0				2,688,791	(2,870,843)	(179,480)
Balance shares at Mar. 31, 2023	25,723,870	3,600
Balance at Dec. 31, 2023	$ 2,741	$ 0	$ 176,342		$ 91	21,010,285	(3,496,501)	17,692,958
Balance shares at Dec. 31, 2023	27,410,234	4,600	803		910,000
Net income (loss)							(293,919)	(293,919)
Balance at Mar. 31, 2024	$ 2,741	$ 0	$ 176,342		$ 91	$ 21,010,285	$ (3,790,420)	$ 17,399,039
Balance shares at Mar. 31, 2024	27,410,234	4,600	803		910,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ (293,919)	$ (179,480)
Adjustments
Amortization	21,000
Accretion of debt discount	21,992
Changes in assets and liabilities
Prepaid expenses	4,069
Other current asset	(5,500)
Accrued expenses	33,218	88,980
Accrued interest	137,123
Deferred revenue – related party	(32,625)	130,500
Other current liabilities – related party		219,500
Total net cash provided by (used in) operations	(114,642)	259,500
Cash flows from investing activities:
Purchase of intangible assets		(84,000)
Total net cash provided by (used in) investing activities		(84,000)
Cash flows from financing activities:
Proceeds from issuance of preferred stock Series A		214,286
Proceeds from issuance of preferred stock Series B		35,714
Distribution per stock purchase agreement		(250,000)
Advances from related parties	80,311	174,500
Total net cash provided by (used in) financing activities	80,311	174,500
Net increase (decrease) in cash and cash equivalents	(34,331)	350,000
Cash and cash equivalents, beginning of period	36,075
Cash and cash equivalents, end of period	1,744	350,000
Supplemental disclosure of cash flow information:
Interest paid
Taxes paid

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (293,919)	$ (179,480)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations

NOTE 1. Organization and Operations

Orebits Corp. did not have any operations so there is no impact to the consolidated statements of operations for the Company.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. Summary of Significant Accounting Policies

Basis of Presentation

Basis of Consolidation

Going Concern

Use of Estimates in the Preparation of Financial Statements

Revenue Recognition

Cash and Cash Equivalents

Intangible Assets

The estimated useful lives of the respective asset categories are as follows:

Development costs		3 years
Intangible assets excluding development costs		10 years
Other intangible assets – Core technology platforms		3 to 5 years

Impairment Analysis for Long-lived Assets and Intangible Assets

Digital Assets

Earnings Per Share

Fair Value Measurements

The three levels of inputs are as follows:

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Income Taxes

Contingencies

Concentration of Credit Risk

Advertising

Costs associated with advertising and promotions are expensed as incurred.

Employee Stock Based Compensation

Recently Issued Accounting Pronouncements

Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements.

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 3. Earnings Per Share

The following table sets forth the computation of basic and diluted net income per common share:

	2024			2023
	Three Months Ended March 31,
	2024			2023

Net income (loss)	$	(293,919	)	$	(179,480	)

Weighted-average shares of common stock outstanding:
Basic and diluted		27,410,234			22,657,308
Net income (loss) per share:
Earnings per share – Basic and diluted	$	(0.01	)		(0.01	)

Prepaid Expenses

3 Months Ended

Mar. 31, 2024

Prepaid Expenses

Prepaid Expenses

NOTE 4. Prepaid Expenses

As of March 31, 2024, the balance of prepaid expenses was $105,695.

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 5. Intangible Assets

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

NOTE 6. Related Party Transactions

As of March 31, 2024 and December 31, 2023, the balance of due to the related party was $248,220 and $167,909, respectively.

Convertible Notes

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Convertible Notes

NOTE 7. Convertible Notes

For the three months ended March 31, 2024, the Company recorded interest expense of $137,123. As of March 31, 2024, the interest accrued was $216,712.

Stockholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Equity

NOTE 8. Stockholders’ Equity

Also in January 2023, the 6,000 preferred stock Series B were converted to 6,000,000 common shares.

Again in January 2023, the Company cancelled 350 shares of common stock per shareholders’ request.

In May 2023, the Company issued 1,000 shares of preferred A stock for the value of $219,500. As of December 31, 2023, the total number of preferred A shares was 4,600.

Also in May 2023, the Company issued 550,000 shares of common stock according to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share and the total value is $121,000.

As of March 31, 2024, the Company had 27,410,234 shares of common stock issued and outstanding.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

NOTE 9. Subsequent Events

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Basis of Consolidation

Basis of Consolidation

Going Concern

Going Concern

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements

Revenue Recognition

Revenue Recognition

Cash and Cash Equivalents

Cash and Cash Equivalents

Intangible Assets

Intangible Assets

The estimated useful lives of the respective asset categories are as follows:

Development costs		3 years
Intangible assets excluding development costs		10 years
Other intangible assets – Core technology platforms		3 to 5 years

Impairment Analysis for Long-lived Assets and Intangible Assets

Impairment Analysis for Long-lived Assets and Intangible Assets

Digital Assets

Digital Assets

Earnings Per Share

Earnings Per Share

Fair Value Measurements

Fair Value Measurements

The three levels of inputs are as follows:

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Income Taxes

Income Taxes

Contingencies

Contingencies

Concentration of Credit Risk

Concentration of Credit Risk

Advertising

Advertising

Costs associated with advertising and promotions are expensed as incurred.

Employee Stock Based Compensation

Employee Stock Based Compensation

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Asset Categories

The estimated useful lives of the respective asset categories are as follows:

Development costs		3 years
Intangible assets excluding development costs		10 years
Other intangible assets – Core technology platforms		3 to 5 years

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income per common share:

	2024			2023
	Three Months Ended March 31,
	2024			2023

Net income (loss)	$	(293,919	)	$	(179,480	)

Weighted-average shares of common stock outstanding:
Basic and diluted		27,410,234			22,657,308
Net income (loss) per share:
Earnings per share – Basic and diluted	$	(0.01	)		(0.01	)

Organization and Operations (Details Narrative) - USD ($)				1 Months Ended
	Dec. 15, 2023	Mar. 31, 2023	Sep. 29, 2022	May 31, 2023	Jan. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Term of marketing consulting service		18 months
Term to renew marketing consulting service automatically		6 months
Payment for fees		$ 11,000
Orebits Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Transferred right title and interest	9,700
Estimated value	$ 17,600,000
Estimated value, increased	$ 17,643,284
Series A Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement				1,000
Preferred stock, shares authorized						6,000	6,000	6,000
Preferred stock, shares issued						4,600	4,600
Preferred stock, shares outstanding						4,600	4,600
Series C Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares authorized						910,000	910,000
Preferred stock, shares issued						910,000	910,000
Preferred stock, shares outstanding						910,000	910,000
Series C Preferred Stock [Member] \| Orebits Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Sell-Off Agreemer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement			15,306,119
Share Purchase Agreement [Member] \| Series A Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued					3,600
Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement				1,136,364
Purchase Agreement [Member] \| Series A Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock consideration received					$ 250,000
Share issuable upon preferred stock conversion					10,000
Preferred stock, shares authorized					6,000
Preferred stock, shares issued					4,600
Preferred stock, shares outstanding					4,600
Purchase Agreement [Member] \| Series A Preferred Stock [Member] \| Chief Executive Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued					3,600
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement				550,000
Common Stock [Member] \| Orebits Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration paid	910,000
Controlling interests	100.00%
Common Stock [Member] \| Sell-Off Agreemer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Numbers of shares of common stock issued upon sell-off agreement			15,306,119

Schedule of Estimated Useful Lives of Asset Categories (Details)	Mar. 31, 2024
In Process Research and Development [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of asset	3 years
Intangible Assets Excluding Development Costs [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of asset	10 years
Other Intangible Assets [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of asset	3 years
Other Intangible Assets [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of asset	5 years

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Income tax likelihood of settlement	The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
Uncertain tax position	$ 0		$ 0
Vesting period	3 years

Schedule of Computation of Basic and Diluted Net Income Per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ (293,919)	$ (179,480)
Weighted-average shares of common stock outstanding:
Basic	27,410,234	22,657,308
Diluted	27,410,234	22,657,308
Earnings per share - Basic	$ (0.01)	$ (0.01)
Earnings per share - Diluted	$ (0.01)	$ (0.01)

Earnings Per Share (Details Narrative) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended
	Mar. 31, 2024 shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Warrants outstanding	550,000
Series A Preferred Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Stock options outstanding	54,030,000
Series C Preferred Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Stock options outstanding	18,200,000

Prepaid Expenses (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
Prepaid Expenses (Details Narrative) - USD ($)	Dec. 31, 2023	Aug. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Annual fee		$ 9,780	$ 53,000	$ 116,000
Amortized expenses			2,445
Prepaid expense			3,260
Payments to employees	$ 100,000
Prepaid expenses	$ 109,764		105,695
Consultant [Member]
Prepaid expenses			100,000
M2 Compliance LLC [Member] \| Service Agreement [Member]
Annual fee		$ 6,495
Amortized expenses			1,624
Prepaid expense			$ 2,435

Intangible Assets (Details Narrative) - USD ($)	1 Months Ended					3 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Oct. 31, 2023	May 31, 2023	Mar. 31, 2023	Feb. 28, 2023	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Payments to obtain assets							$ 84,000
Net value of intangible assets						18,379,927		$ 18,400,927
Impairment loss	$ 8,199					0
Asset value						327,501		$ 327,501
Amortized						2,445
Amortized						21,000
Orebits Acquisition Corp [Member]
Ownership percentage								100.00%
Orebits Acquisition Corp [Member]
Shares, issued								9,699.7082
Orebits Acquisition Group [Member
Number of shares issued								910,000
Orebits Acquisition Group [Member \| Series C Preferred Stock [Member]
Number of shares issued								910,000
Orebits Acquistion Corp [Member]
Business Combination, Consideration Transferred						17,643,284		$ 17,643,284
Share price								$ 1,818.95
Service Agreement [Member] \| Nodalium Inc [Member]
Payments to obtain assets					$ 80,000
Net value of intangible assets						80,000
Purchase Agreement [Member]
Payments to obtain assets				$ 335,700
Cash paid as per agreement		$ 85,700
Number of shares issued		1,136,364
Amortized				$ 0
Partnership Agreement [Member] \| Orebits Acquisition Group [Member
Payments to obtain assets			$ 84,000
Net value of intangible assets						0
Amortized						21,000
Agreement [Member] \| Instruxi Limited [Member]
Payments to obtain assets						329,142
Net value of intangible assets						$ 329,142

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Mar. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Annual fees	$ 130,500
Revenue recognized		$ 32,625
Related Party [Member]
Related Party Transaction [Line Items]
Related party paid expense		80,311	$ 174,500
Due to related parties		248,220		$ 167,909
Deferred revenue				$ 32,625

Convertible Notes (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended
Convertible Notes (Details Narrative) - USD ($)	Nov. 30, 2023	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Convertible notes payable	$ 550,000
Bonus rate	100.00%
Issuance of warrants, value		$ 5,000	$ 71,342	$ 100,000		$ 214,286
Amortization of debt discount					$ 21,993
Interest expense					32,989
Debt discount remaining					54,981
Loans payable					495,019		$ 473,026
Interest expense					137,123
Interest accrued					$ 216,712
Warrant [Member]
Issuance of preferred stock - series A, shares	550,000
Issuance of warrants, value	$ 87,970
Convertible principal amount	$ 1,375,000

Stockholders’ Equity (Details Narrative) - USD ($)			1 Months Ended				3 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Nov. 30, 2023	Sep. 29, 2022	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 30, 2023	Sep. 30, 2022
Class of Stock [Line Items]
Common stock shares outstanding		19,724,220					27,410,234		27,410,234
Cash consideration for preferred stock shares issued								$ 214,286
Common stock par value							$ 0.0001		$ 0.0001
Issuance of warrants, value			$ 5,000	$ 71,342	$ 100,000			214,286
Stock issued value							$ 176,342
Common stock shares issued							27,410,234		27,410,234
Minimum [Member]
Class of Stock [Line Items]
Shares increased										1,000
Maximum [Member]
Class of Stock [Line Items]
Shares increased										20,000
Common Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					550,000
Issuance of warrants, value					$ 121,000
Stock cancelled during period, shares						350		(350)
Share price					$ 0.22
Warrant [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares	550,000
Common stock par value	$ 0.07
Issuance of warrants, value	$ 87,970
Nahla Jacobs [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					1,136,364
Issuance of warrants, value					$ 250,000
Share price					$ 0.22
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares					1,000
Exchange shares of series c preferred stock, authorized							6,000		6,000		6,000
Exchange shares of series c preferred stock, par value							$ 0.0001		$ 0.0001		$ 0.0001
Number of shares convertible							10,000
Preferred stock voting rights							vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred
Issuance of warrants, value					$ 219,500
Exchange shares of series c preferred stock							4,600		4,600
Preferred stock, shares outstanding							4,600		4,600
Series A Preferred Stock [Member] \| Former Major Shareholder [Member]
Class of Stock [Line Items]
Cash consideration for preferred stock shares issued						$ 214,286
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares						3,600
Cash consideration						$ 214,286
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares						6,000
Exchange shares of series c preferred stock, authorized											6,000
Exchange shares of series c preferred stock, par value											$ 0.0001
Number of shares convertible							1,000
Common stock par value							$ 0.0001
Exchange shares of series c preferred stock						6,000
Preferred stock shares, converted to common stock						6,000,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Exchange shares of series c preferred stock, authorized							910,000		910,000
Exchange shares of series c preferred stock, par value							$ 0.0001		$ 0.0001
Exchange shares of series c preferred stock							910,000		910,000
Preferred stock, shares outstanding							910,000		910,000
Series C Preferred Stock [Member] \| Orebits Acquisition Group [Member
Class of Stock [Line Items]
Exchange shares of series c preferred stock									910,000
Sell-Off Agreemer [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares		15,306,119
Sell-Off Agreemer [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares		15,306,119
Contribution Agreement [Member] \| Series B Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of preferred stock - series A, shares						6,000
Exchange shares of series c preferred stock, par value						$ 0.0001
Issuance of warrants, value						$ 35,714

Subsequent Events (Details Narrative)	Jul. 12, 2024 USD ($)
Related Party [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Total advances	$ 243,917

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