CREATD, INC., 10-K filed on 3/31/2021
Annual Report
v3.21.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2020
Mar. 31, 2021
Jun. 30, 2020
Document and Entity Information [Abstract]      
Entity Registrant Name Creatd, Inc.    
Entity Central Index Key 0001357671    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Document Type 10-K    
Document Period End Date Dec. 31, 2020    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2020    
Entity File Number 001-39500    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Shell Company false    
Entity Emerging Growth Company false    
Entity Common Stock, Shares Outstanding   10,684,514  
Entity Well Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Public Float     $ 131,469,518
Entity Incorporation State Country Code NV    
v3.21.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Current Assets    
Cash $ 7,906,782 $ 11,637
Prepaid expenses 23,856 4,127
Accounts receivable, net 90,355 50,849
Note receivable – related party 11,450
Marketable securities 62,733
Total Current Assets 8,083,726 78,063
Property and equipment, net 56,258 42,363
Intangible assets 960,611 1,087,278
Goodwill 1,035,795 1,035,795
Deposits and other assets 191,836 16,836
Equity investments, at cost 217,096
Operating lease right of use asset 239,158 311,711
Total Assets 10,784,480 2,572,046
Current Liabilities    
Accounts payable and accrued liabilities 2,638,688 1,763,222
Demand loan 225,000
Derivative liabilities 42,231
Convertible Notes - related party, net of debt discount 20,387
Convertible Notes, net of debt discount and issuance costs 897,516 2,896,425
Current portion of operating lease payable 79,816 105,763
Note payable - related party, net of debt discount 5,129,342
Note payable, net of debt discount and issuance costs 1,221,539 660,000
Unrecognized tax benefit 68,000
Deferred revenue 88,637 50,691
Warrant liability 10,000
Total Current Liabilities 4,968,427 10,928,830
Non-current Liabilities:    
Note payable 213,037
Operating lease payable 157,820 201,944
Total Non-current Liabilities 370,857 201,944
Total Liabilities 5,339,284 11,130,774
Commitments and contingencies
Stockholders’ Equity (Deficit)    
Series E Preferred stock, $0.001 par value, 7,738 and 0 shares issued and outstanding, respectively 8
Common stock par value $0.001: 100,000,000 shares authorized; 8,736,378 issued and 8,727,028 outstanding as of December 31, 2020 and 3,059,646 issued and 3,006,362 outstanding as of December 31, 2019 8,737 3,059
Additional paid in capital 77,505,013 36,391,819
Subscription receivable (40,000)
Accumulated deficit (71,928,922) (44,580,437)
Accumulated other comprehensive income (37,234) (5,995)
Less: Treasury stock, 9,350 and 53,283 shares, respectively (62,406) (367,174)
Total Stockholders' Deficit 5,445,196 (8,558,728)
Total Liabilities and Stockholders’ Equity (Deficit) $ 10,784,480 $ 2,572,046
v3.21.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 8,736,378 3,059,646
Common stock, shares outstanding 8,727,028 3,006,362
Treasury stock, shares 9,350 53,283
Series E Preferred Stock    
Series E Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 7,738 0
Preferred stock, shares outstanding $ 7,738 $ 0
v3.21.1
Consolidated Statements of Comprehensive Loss - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]    
Net revenue $ 1,212,870 $ 453,006
Operating expenses    
Research and development 257,431 1,131,180
General and administrative 17,238,774 6,538,804
Total operating expenses 17,496,205 7,669,984
Loss from operations (16,283,335) (7,216,978)
Other income (expenses)    
Other income 512,071 292,387
Interest expense (1,376,902) (612,830)
Accretion of debt discount and issuance cost (4,303,072) (348,665)
Change in derivative liability 3,019,457
Impairment of note receivable (11,450)
Impairment of debt security (50,000)
Settlement of vendor liabilities (126,087) 13,574
Loss on marketable securities (7,453)
Loss on extinguishment of debt (5,586,012) (162,860)
Other expenses, net (7,929,448) (818,394)
Loss before income tax provision (24,212,783) (8,035,372)
Income tax provision
Net loss (24,212,783) (8,035,372)
Deemed dividends 3,135,702
Net loss attributable to common shareholders (27,348,485) (8,035,372)
Comprehensive loss    
Net loss (24,212,783) (8,035,372)
Currency translation gain (loss) (31,239) (5,995)
Comprehensive loss $ (24,244,022) $ (8,041,367)
Per-share data    
Basic and diluted loss per share $ (5.68) $ (2.93)
Weighted average number of common shares outstanding 4,812,153 2,741,137
v3.21.1
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) - USD ($)
Series E Preferred Stock
Common Stock
Treasury stock
Additional Paid In Capital
Subscription Receivable
Accumulated Deficit
Other Comprehensive Income
Total
Balance at Dec. 31, 2018 $ 2,158 $ (52,341) $ 34,104,644 $ (36,545,065) $ (2,490,604)
Balance, shares at Dec. 31, 2018 2,158,447 9,222          
Stock based compensation $ 42 437,064 437,106
Stock based compensation, shares 41,742          
Tender offering $ 700 (700)
Tender offering, shares 700,058          
Stock issuance cost (178,146) (178,146)
Purchase of treasury stock and warrants $ (314,833) (271,658) (586,491)
Purchase of treasury stock and warrants, shares 44,061          
Shares issued for acquisition $ 111 1,166,558 1,166,669
Shares issued for acquisition, shares 111,111          
Inducement expense
BCF issued with note payable 4,444 4,444
Shares issued to settle vendor payable $ 5 52,135 52,140
Shares issued to settle vendor payable, shares 4,966          
Stock warrants issued with note payable 427,692 427,692
Cash received for common stock and warrants $ 43 649,786 649,829
Cash received for common stock and warrants, shares 43,322          
Foreign currency translation adjustments (5,995) (5,995)
Net loss for the year ended (8,035,372) (8,035,372)
Balance at Dec. 31, 2019 $ 3,059 $ (367,174) 36,391,819   (44,580,437) (5,995) (8,558,728)
Balance, shares at Dec. 31, 2019 3,059,646 53,283          
Balance at Dec. 31, 2019 $ 3,059 $ (367,174) 36,391,819   (44,580,437) (5,995) (8,558,728)
Balance, shares at Dec. 31, 2019 3,059,646 53,283          
Stock based compensation $ 170 5,743,970 5,744,140
Stock based compensation, shares 169,800          
Shares issued with notes payable $ 60 243,685 243,745
Shares issued with notes payable, shares 59,774            
Shares Issued to settle vendor liabilities $ 24 235,607 235,631
Shares Issued to settle vendor liabilities, shares 23,565          
Conversion of warrants to stock $ 7 (4,236) (4,229)
Conversion of warrants to stock, shares 7,239          
Conversion of options to stock $ 229 1,116,802 1,117,031
Conversion of options to stock, shares 229,491          
Stock warrants issued with note payable 1,078,501 1,078,501
Cancellation of Treasury stock $ (51) $ 374,184 (374,134)
Cancellation of Treasury stock, shares (50,650) 50,650          
Purchase of treasury stock $ (69,416) (69,416)
Purchase of treasury stock, shares (3,024)          
Recognition of intrinsic value of beneficial conversion features – convertible notes 3,099,837 3,099,837
Cash received for common stock and warrants $ 1,725 7,028,355 7,030,080
Cash received for common stock and warrants, shares 1,725,000          
Cash received for preferred series E and warrants $ 8 6,710,417 (40,000) 6,670,425
Cash received for preferred series E and warrants, shares 7,738          
Common stock and warrants issued upon conversion of notes payable $ 769 3,182,898 3,183,667
Common stock and warrants issued upon conversion of notes payable, shares 768,225          
Common stock and warrants issued upon extinguishment of notes payable $ 2,744 9,915,790 9,918,534
Common stock and warrants issued upon extinguishment of notes payable, shares 2,744,288            
Foreign currency translation adjustments (31,239) (31,239)
Dividends 3,135,702 (3,135,702)
Net loss for the year ended (24,212,783)   (24,212,783)
Balance at Dec. 31, 2020 $ 8 $ 8,737 $ (62,406) $ 77,505,013 $ (40,000) $ (71,928,922) $ (37,234) $ 5,445,196
Balance, shares at Dec. 31, 2020 7,738 8,736,378 (5,657)          
v3.21.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (24,212,783) $ (8,035,372)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 157,760 57,492
Impairment of note receivable 11,450
Accretion of debt discount and issuance cost 4,303,072 348,665
Share-based compensation 6,861,163 437,106
Bad debt expense 53,692 33,503
Change in fair value of derivative liabilities (3,019,457)
Loss on settlement of vendor liabilities 126,087 (13,574)
Loss on marketable securities 7,453
Loss on extinguishment of debt 5,586,012 162,860
Non-cash lease expense 72,553 60,764
Changes in operating assets and liabilities:    
Prepaid expenses (19,729) (3,458)
Accounts receivable (93,198) (54,174)
Deposits and other assets (4,829)
Deferred revenue 37,946 41,686
Accounts payable and accrued expenses 2,880,392 985,715
Unrecognized tax benefit (68,000) 68,000
Warrant liability 10,000
Operating lease liability (70,071) (56,240)
Net Cash Used In Operating Activities (7,340,487) (5,957,027)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Issuance of note receivable (11,450)
Cash paid for property and equipment (44,988) (27,887)
Cash paid for marketable securities (248,272)
Sale of marketable securities 36,048
Deposits (175,000)
Cash paid for equity investments in businesses (115,000)
Cash consideration for acquisition (340,000)
Net cash received in business combination 16,049
Net Cash Used In Investing Activities (547,212) (363,288)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573)
Net proceeds from issuance of notes 1,501,661
Repayment of notes (492,665) (50,000)
Proceeds from issuance of demand loan 440,000 250,000
Repayment of demand Loan (90,000) (25,000)
Proceeds from issuance of convertible note 3,650,835 2,472,525
Repayment of convertible notes (1,658,001)
Proceeds from issuance of convertible notes - related party 50,000
Proceeds from issuance of note payable - related party 152,989 4,186,500
Repayment of note payable - related party (983,752) (501,500)
Proceeds from issuance of common stock and warrants 6,662,015 684,829
Net cash received for preferred series E and warrants 6,670,417
Cash paid for debt issuance costs (35,000)
Cash paid for stock issuance costs (35,000)
Purchase of treasury stock and warrants (89,416) (575,834)
Net Cash Provided By Financing Activities 15,814,083 6,337,947
Effect of exchange rate changes on cash (31,239) (5,995)
Net Change in Cash 7,895,145 11,637
Cash - Beginning of Year 11,637
Cash - End of period 7,906,782 11,637
Cash Paid During the Year for:    
Income taxes
Interest 178,461 55,987
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 475,220 32,500
Conversion of marketable debt securities into equity securities 102,096
Deferred offering costs 143,146
Beneficial conversion feature on convertible notes 3,099,837 4,444
Warrants issued with debt 1,078,500 427,692
Shares issued with debt 243,741
Issuance of common stock for prepaid services 585,000
Cancellation of Treasury stock 374,184
Operating Lease liability 349,997
Conversion of note payable and interest into convertible notes 385,000
Conversion of Demand loan into notes payable 200,000
Common stock and warrants issued upon conversion of notes payable 11,217,362
Promissory Note issued for acquisition 660,000
Shares issued for acquisition 1,166,669
Conversion of note payable and interest into convertible notes 385,000
Conversion of note payable- related party and interest into convertible notes- related party 4,119
Conversion of accounts payable and interest into convertible notes 318,678
Conversion of interest into note payable - related party 128,992
Leasehold improvements reclassified to right-of-use asset $ 22,478
v3.21.1
Organization and Operations
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

Note 1 – Organization and Operations

 

Creatd, Inc., formerly Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Creatd"), is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Creatd's content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd's proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

 

The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business.

 

On February 5, 2016 (the "Closing Date"), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH ("Merger Sub"), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey ("Jerrick"), entered into an Agreement and Plan of Merger (the "Merger") pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the "Merger"). GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick's shareholders (the "Jerrick Shareholders"), pro-rata, a total of 475,000 shares of GTPH's common stock. In connection therewith, GTPH acquired 33,415 shares of Jerrick's Series A Convertible Preferred Stock (the "Jerrick Series A Preferred") and 8,064 shares of Series B Convertible Preferred Stock (the "Jerrick Series B Preferred").

 

In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the "Spin-Off Agreement"), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH's interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH's interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares of GTPH's Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

 

Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick.

 

Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the "Statutory Merger Agreement") with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the "Statutory Merger") and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.

 

On September 11, 2019, the Company acquired 100% of the membership interests of Seller's Choice, LLC, a New Jersey limited liability company ("Seller's Choice"). Seller's Choice is digital e-commerce agency based in New Jersey (see Note 4).

 

On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to "Creatd, Inc.", which became effective on September 10, 2020. 
v3.21.1
Significant and Critical Accounting Policies and Practices
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.

 

Use of Estimates and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Principles of consolidation

 

The Company consolidates all majority-owned subsidiaries, if any, in which the parent's power to control exists.

 

As of December 31, 2020, the Company's consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate  State or other jurisdiction of
incorporation or organization		   Company
Ownership Interest		 
         
Jerrick Ventures LLC   Delaware    100%
Abacus Tech Pty Ltd   Australia    100%
Seller's Choice, LLC   New Jersey    100%
Jerrick Global, LLC   Delaware    100%
Jerrick Investment Advisors LLC   Delaware    100%
Jerrick Partners LLC   Delaware    100%
Maven Tech LLC   Delaware    100%
OG Collection LLC   Delaware    100%
VMENA LLC   Delaware    100%
Vocal For Brands, LLC   Delaware    100%
Vocal Ventures LLC   Delaware    100%
What to Buy, LLC   Delaware    100%

 

All inter-company balances and transactions have been eliminated.   

 

Fair Value of Financial Instruments

 

The fair value measurement disclosures are grouped into three levels based on valuation factors:

 

  ● Level 1 – quoted prices in active markets for identical investments

 

  ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

 

  ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

 

The Company's Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2020 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

 

The Company's Level 2 assets/liabilities include certain of the Company's notes payable and capital lease obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.

 

The Company's Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities, when they are recorded at fair value due to an impairment charge. Inputs to determine fair value are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

 

The following table provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:

 

Fair Value Measurements as of

December 31, 2020

 

   Total   Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		   Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
Assets:                
Marketable securities - debt securities  $62,733   $             -   $              -   $62,733 
Marketable securities - equity securities   -    -    -    - 
Goodwill   1,035,795    -    -    1,035,795 
Total assets  $1,098,528   $-   $-   $1,098,528 
                     
Liabilities:                    
Derivative liabilities  $42,231   $-   $-   $42,231 
Total Liabilities   42,231   $-   $-   $42,231 

 

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2020:

 

   Fair Value   Valuation Methodology  Unobservable Inputs
           
Marketable securities - debt securities  $62,733   Discounted cash flow analysis  Expected cash flows from the investment
            
Goodwill  $1,035,795   Qualitative assessment per ASC 350-20-35  Discounted cash flow models
           Qualitative
            
Derivative liabilities  $42,231   Monte Carlo simulations  Risk free rate
           Expected volatility
           Drift rate

 

The following table provides a summary of the relevant assets that are measured at fair value on non-recurring basis: 

 

Fair Value Measurements as of

December 31, 2020

 

   Total   Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		   Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
Assets:                
Equity investments, at cost  $217,096   $             -   $             -   $217,096 
Intangible assets   960,611    -    -    960,611 
Total assets  $1,177,707   $-   $-   $1,177,707 

 

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2020:

 

    Fair Value     Valuation Methodology   Unobservable Inputs
               
Equity investments, at cost   $ 217,096     Qualitative assessment per ASC 321-10-35   Qualitative factors
                 
Intangible assets   $ 960,611     Lesser of cost or fair value  

Discounted cash flow models

Qualitative factors such as the value of customer attrition estimates, trade names and trademarks

 

The Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity components for similar instruments convertible into private company equity (Level 3). The investment was initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these convertible instruments and the expected recoverability of the note principal. The key assumption affecting the level 3 fair values would be collectability of the notes. The Company monitors for impairment indicators at each balance sheet date.

 

Marketable debt securities as of December 31, 2020 are as follows:

 

    Fair
Value
Hierarchy		     Cost     Unrealized
Gains
(Loss)		     Fair
Value		  
Marketable securities - debt securities   3     $ 62,733     $             -     $ 62,733  
                                 

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder's Equity for the year ended December 31, 2020 and 2019 was $0 and $0, respectively.

 

The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. The Company recognized a $50,000 credit loss on debt marketable securities.

 

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of December 31, 2020 are $0.

 

The change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2020 and 2019 was $(7,453) and $0, respectively.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

At times, cash balances may exceed the Federal Deposit Insurance Corporation ("FDIC") insurable limits. The Company has never experienced any losses related to these balances. As of December 31, 2020, and 2019, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2020 was approximately $7.7 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

 

   Estimated
Useful Life
(Years)
    
Computer equipment and software  3
Furniture and fixtures  5

 

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. 

 

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the year ended December 31, 2020.

 

Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

 

During the year ended December 31, 2020 the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined that the fair value of the reporting unit was more likely than not equal or greater than the carrying value, including Goodwill. Based on completion of this annual impairment test, no impairment was indicated.

 

Investments

 

Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders' equity.

 

The Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC ("Sub-Topic 320-10"). Accrued interest on these securities is included in fair value and amortized cost.

 

Pursuant to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.

 

The Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment's amortized cost basis and its fair value at the balance sheet date.

 

The following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at fair value on a recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
December 31, 2020  $62,733 

 

The following table sets forth a summary of the changes in marketable securities – trading equity securities that are measured at fair value on a recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   38,272 
Loss on trading securities   (7,453)
Sale of marketable securities   (30,819)
December 31, 2020  $- 

 

We invest in debt and equity securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2020, all of our investments had maturities between one and three years. The marketable security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. On October 2, 2020, the Company converted $102,096 of a marketable debt security into 1.3% equity investment. The Company recognized an allowance for a credit loss on debt marketable securities.

 

The following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
December 31, 2020  $217,096 

 

The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately.

 

The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee's ability to continue as a going concern.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

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

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Foreign Currency

 

Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders' equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in SG&A, have not been significant in any period presented.

 

Derivative Liability

 

The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

   

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification ("Section 815-40-15") to determine whether an instrument (or an embedded feature) is indexed to the Company's own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions.  The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis.

 

The Company utilizes an Geometric Brownian Motion ("GBM") model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the GBM model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.

 

Revenue Recognition

 

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

 

We determine revenue recognition through the following steps:

 

  ● identification of the contract, or contracts, with a customer;
     
  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners;

  

  ● allocation of the transaction price to the performance obligations in the contract; and
     
  ● recognition of revenue when, or as, we satisfy a performance obligation.

 

Revenue disaggregated by revenue source for the year ended December 31, 2020 and 2019 consists of the following:

 

   Year Ended 
   December 31, 
   2020   2019 
Managed Services  $747,174   $283,332 
Branded content   353,025    107,335 
Creator Subscriptions   70,623    31,997 
Affiliate sales   33,748    15,300 
Other revenue   8,300    15,042 
   $1,212,870   $453,0066 

 

Managed Services

 

The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client's total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met.

 

Branded Content

 

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed and any required milestones are met.

 

Below are the significant components of a typical agreement pertaining to branded content revenue:

 

  ●

The Company collects fixed fees ranging from $10,000 to $110,000.

     
  ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client.
     
  ● The articles are promoted per the contract and engagement reports are provided to the client.
     
  ● Most billing for contracts occurs 50% at signing and 50% upon completion of the services, with net payment terms varying per client.
     
  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee.

 

Creator Subscriptions

 

Vocal+ is a premium subscription offering for Vocal creators.  In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

 

The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Estimates are utilized for payments made for earnings through reads, by establishing the lifetime a subscriber has had a Vocal account, determining the percentage of that lifetime that the subscriber has been a paying customer, and applying that percentage to payments for earnings through reads in the relevant reporting period.

 

Affiliate Sales

 

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

 

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2020 and 2019, the Company had deferred revenue of $88,637 and $50,691, respectively.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2020 the Company recorded $53,692 as a bad debt expense. As of December 31, 2020 and 2019, the Company has an allowance for doubtful accounts of $80,509 and $33,503, respectively.

 

Stock-Based Compensation

 

The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification ("ASC") 718 "Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

 

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

 

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate. 

 

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period, using the straight-line method. The vesting period is generally five years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur.

 

Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. 

 

During the year ended December 31, 2020 and 2019, we recognized a $507,242 and $292,383 respectively, benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company.

 

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2020 and 2019 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at December 31, 2020 and 2019:

 

   December 31, 
   2020   2019 
Options   541,021    911,500 
Warrants   3,228,235    742,221 
Convertible notes - related party   -    5,438 
Convertible notes   -    724,751 
Totals   3,769,256    2,383,910 

 

Recently Adopted Accounting Guidance

 

The Company invests in equity and debt securities. The Company's investments in debt securities are classified at the date of purchase as available-for-sale securities. Debt securities are reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as an accumulated other comprehensive income component of stockholder's equity until such gains or losses are realized. In accordance with Accounting Standards Update ("ASU") 2016-01, Equity securities are now reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as a gain or loss on the statement of operations.

 

In November 2019, the FASB issued ASU No. 2019-10, "Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): The mandatory effective dates for Credit Losses in this Update (ASU 2019-10) are as follows: 1. Public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those 2. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2019-10 had a material impact on the Company's Consolidated Financial Statements because it deferred the adoption of ASU 2016-13.

 

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-16 did not have a material impact on the Company's consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). The updated guidance, which became effective for fiscal years beginning after December 15, 2019, did not have a material impact on the Company's consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements for fair value measurements. The adoption of ASU 2018-13 did not have a material impact on the Company's consolidated financial statements.  

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in ASC 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. The adoption of ASU 2018-15 did not have a material impact on the Company's consolidated financial statements.

 

Recent Accounting Guidance Not Yet Adopted

 

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes"). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements
v3.21.1
Going Concern
 12 Months Ended
Dec. 31, 2020
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

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

 

As reflected in the consolidated financial statements, as of December 31, 2020, the Company had an accumulated deficit of $71.8 million, a net loss of $24.2 million and net cash used in operating activities of $7.3 million for the reporting period then ended. The Company is in default on debentures as of the date of this filing.  These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected.

 

The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. 

 

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  
v3.21.1
Acquisition of Seller's Choice
 12 Months Ended
Dec. 31, 2020
Merger Agreement [Abstract]  
Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller's Choice

 

On September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the "Seller's Choice Purchase Agreement") by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the "Seller"). Pursuant to the Seller's Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Seller's Choice Purchase Agreement (the "Seller's Choice Closing"), the Company acquired 100% of the membership interests of Seller's Choice. As a result of the transactions contemplated by the Seller's Choice Purchase Agreement, Seller's Choice became a wholly owned subsidiary of the Company (collectively, the "Seller's Choice Acquisition").

 

At the Seller's Choice Closing, the aggregate consideration (the "Consideration") paid to the Seller was as follows: (i) $340,000, in cash; (ii) 111,111 shares of the Company's common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the "Seller's Choice Note"). In connection with the Seller's Choice Note, the Company, Seller, and Seller's Choice entered into a Security Agreement whereby the Seller's Choice Note is secured by the assets of Seller's Choice. 

 

Following the closing of the transaction, Seller's Choice's financial statements as of the Closing were consolidated with the consolidated financial statements of the Company. These amounts are provisional and may be adjusted during the measurement period.

 

Following the closing of the merger transaction the Company's investment in Seller's Choice consisted of the following:

 

    Shares     Amount  
Consideration paid:                
Cash paid           $ 340,000  
Common stock issued at closing (1)     111,111       1,166,669  
Note payable             660,000  
Total consideration paid           $ 2,166,669  
                 
Total consideration           $ 2,166,669  

 

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.

 

The following presents the unaudited pro-forma combined results of operations of the Company with Seller's Choice as if the entities were combined on January 1, 2019.

 

   Year Ended 
   December 31,
2019		 
Revenues, net  $1,121,521 
Net loss attributable to common shareholders  $(8,176,763)
Net loss per share  $(2.90)
Weighted average number of shares outstanding   2,818,365 

 

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2019 or to project potential operating results as of any future date or for any future periods. 

 

The Company consolidated Seller's Choice as of the closing date of the Seller's Choice Acquisition, and the results of operations of the Company since that date include that of Seller's Choice.

v3.21.1
Property and Equipment
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 5 – Property and Equipment

 

Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

 

   December 31,
2020		   December 31,
2019		 
Computer Equipment  $284,928   $239,940 
Furniture and Fixtures   86,888    86,888 
Leasehold Improvements   -    - 
    371,816    326,828 
Less: Accumulated Depreciation   (315,558)   (284,465)
   $56,258   $42,363 

 

During the year ended December 31, 2019 the Company reclassified leasehold improvements to right of use asset in accordance with the adoption of ASU 2016-02. See Note 10.

 

Depreciation expense was $31,094 and $19,053 for the year ended December 31, 2020 and 2019, respectively.
v3.21.1
Equity investments, at cost
 12 Months Ended
Dec. 31, 2020
Minority Investment in Business [Abstract]  
Equity investments, at cost

Note 6 - Equity investments, at cost

 

The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately.

 

The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee's ability to continue as a going concern.

 

On October 2, 2020, the Company converted $102,096 of its marketable debt security into 119,355 shares of preferred stock or a 1.3% equity investment in a private company.

 

On October 23, 2020, the Company entered into a membership interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for $115,000.
v3.21.1
Notes Payable
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Notes Payable

Note 7 – Notes Payable

 

Notes payable as of December 31, 2020 and 2019 is as follows:

 

    Outstanding Principal as of            
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Maturity Date
Seller's Choice Note    $ 660,000      $ 660,000       30 %   September 2020
The First March 2020 Loan Agreement     -       -       25 %   September 2020
The Second March 2020 Loan Agreement     -       -       19 %   September 2021
The May 2020 PPP Loan Agreement     412,500       -       1 %   April 2022
The April 2020 PPP Loan Agreement     282,432       -       1 %   May 2022
The June 2020 Loan Agreement     -       -       15 %   July 2020
The September 2020 Loan Agreement     -       -       12.5 %   March 2021
The November 2020 Loan Agreement     23,716       -       14 %   May 2021
      1,378,648       660,000              
Less: Debt Discount     -       -              
Less: Debt Issuance Costs     -       -              
      1,378,648       660,000              
Less: Current Debt     (1,185,611 )     -              
Total Long-Term Debt   $ 193,037     $ -              

 

As of December 31, 2020, if PPP loans payable are not forgiven, remaining scheduled principal payments due on notes payable are as follows:

 

Twelve months ended December 31,    
2021  $1,185,611 
2022   193,037 
   $1,378,648 

 

Seller's Choice Note

 

On September 11, 2019, the Company entered into Seller's Choice Purchase Agreement with Home Revolution LLC (see Note 4). As a part of the consideration provided pursuant to the Seller's Choice Acquisition, the Company issued the Seller's Choice Note to the Seller in the principal amount of $660,000. The Seller's Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the "Seller's Choice Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding. As of December 31, 2020 the Company is in default on the Seller's Choice note.

 

During the year ended December 31, 2019 the Company repaid $0 in principal and $16,198 in interest on the Seller's Choice Note.

 

During the year ended December 31, 2020 the Company accrued interest of $154,485 and paid $68,970 of interest.

 

The First March 2020 Loan Agreement

 

On March 23, 2020, the Company entered into a loan agreement (the "First March 2020 Loan Agreement") with an individual (the "First March 2020 Lender") whereby the First March 2020 Lender issued the Company a promissory note of $11,000 (the "First March 2020 Note"). Pursuant to the First March 2020 Loan Agreement, the First March 2020 Note has an effective interest rate of 25%. The maturity date of the First March 2020 Note was September 23, 2020 (the "First March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due.

 

During the year ended December 31, 2020, the Company repaid $11,000 in principal and $2,695 in interest.

 

The Second March 2020 Loan Agreement

 

On March 26, 2020, the Company entered into a loan agreement (the "Second March 2020 Loan Agreement") with an individual (the "Second March 2020 Lender"), whereby the Second March 2020 Lender issued the Company a promissory note of $17,000 (the "Second March 2020 Note"). Pursuant to the Second March 2020 Loan Agreement, the Second March 2020 Note has an effective interest rate of 19%. The maturity date of the Second March 2020 Note was September 17, 2020 (the "Second March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due.

 

During the year ended December 31, 2020, the Company repaid $17,000 in principal and $1,398 in interest.

 

The April 2020 PPP Loan Agreement

 

On April 30, 2020, the Company was granted a loan with a principal amount of $282,432 (the "Loan"), pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was enacted on March 27, 2020. The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. The Note may be prepaid by the Company at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments.

  

During the year ended December 31, 2020, the Company accrued interest of $1,896. 

 

The Company is in the process of returning the funds received from the Loan.

 

When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company's need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn.

 

Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender. The Company intends to complete repayment before the end of 2021.

 

As each company is only permitted one loan under the CARES Act, there is a possibility the loan bay be called by the SBA and the Company would have to repay the loan in full at such time.

 

The May 2020 PPP Loan Agreement

 

On May 4, 2020, Jerrick Ventures, LLC ("Jerrick Ventures"), the Company's wholly-owned subsidiary, was granted a loan from PNC Bank, N.A. with a principal amount of $412,500, pursuant to the Paycheck Protection Program (the "PPP"). The Loan, which was in the form of a Note dated May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020. The Note may be prepaid by Jerrick Ventures at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments. Jerrick Ventures intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

  

During the year ended December 31, 2020, the Company accrued interest of $2,724. 

 

The Company plans to apply for forgiveness of this loan and has begun discussions with the lender regarding that process.

 

The June 2020 Loan Agreement

 

On June 30, 2020, the Company entered into a loan agreement (the "June 2020 Loan Agreement") with a banking institution (the "June 2020 Lender"), whereby the June 2020 Lender issued the Company a promissory note of A$510,649 Australian dollar ("AUD") or $351,692 United States Dollar (the "June 2020 Note"). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has an effective interest rate of 15%. The maturity date of the June 2020 Note was July 31, 2020 (the "June 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency. This loan was secured by the Australian research & development credit.

 

During the year ended December 31, 2020 the Company repaid A$510,649 in principal and A$14,814 in interest.

 

The September 2020 Loan Agreement

 

On September 1, 2020, the Company entered into a loan agreement (the "September 2020 Loan Agreement") with a lender (the "September 2020 Lender") whereby the September 2020 Lender issued the Company a promissory note of $25,000 (the "September 2020 Note"). Pursuant to the September 2020 Loan Agreement, the September 2020 Note has an effective interest rate of 12.5%. The maturity date of the September 2020 Note is March 1, 2021 (the "September 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the September 2020 Note are due.

 

During the year ended December 31, 2020, the Company repaid $25,000 in principal and $2,834 in interest.

 

The October 2020 Loan Agreement

 

On October 6, 2020, the Company entered into a secured loan agreement (the "October 2020 Loan Agreement") with a lender (the "October 2020 Lender"), whereby the October 2020 Lender issued the Company a secured promissory note of A$74,300 AUD or $53,128 United States Dollars (the "October 2020 Note"). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest rate of 14%. The maturity date of the October 2020 Note is September 30, 2021 (the "October 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit.

 

During the year ended December 31, 2020 the Company accrued A$2,451 in interest.

 

The November 2020 Loan Agreement

 

On November 24, 2020, the Company entered into a loan agreement (the "November 2020 Loan Agreement") with a lender (the "November 2020 Lender") whereby the November 2020 Lender issued the Company a promissory note of $34,000 (the "November 2020 Note"). Pursuant to the November 2020 Loan Agreement, the November 2020 Note has an effective interest rate of 14%. The maturity date of the November 2020 Note is May 25, 2021 (the "November 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the November 2020 Note are due.

 

During the year ended December 31, 2020, the Company repaid $10,284 in principal.
v3.21.1
Convertible Note Payable
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 8 – Convertible Note Payable

 

Convertible notes payable as of December 31, 2020 and 2019 is as follows:

 

    Outstanding Principal
as of		                     Warrants granted  
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Conversion
Price		     Maturity
Date		   Quantity     Exercise
Price		  
The February 2018 Convertible Note Offering    $              -     $  75,000       15 %    $ 12.00 (*)   January – February 2020     84,639       12.00  
The March 2018 Convertible Note Offering     -       75,000       14 %     12.00 (*)   March – April 2020     80,114       12.00  
The February 2019 Convertible Note Offering     -       2,311,703       10 %     15.00 (*)   February – March 2020     44,396       18.00  
The November 2019 Convertible Note Offering     -       559,433       12 %     13.50 (*)   May – June 2020     -       -  
The First January 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   July – August 2020     -       -  
The First February 2020 convertible Loan Agreement     -       -       10 %   $ 12.00 (*)   August 2020     -       -  
The Second February 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   February 2021     6,666       15.00  
The Third February 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   February 2021     41,665       15.00  
The April 2020 Convertible Note Offering     -       -       12 %   $ 13.50 (*)   October 2020     -       -  
The June 2020 Convertible Loan Agreement     -       -       12 %   $  - (*)   June 2021     49,603       11.55  
The First July 2020 convertible Loan Agreement     -       -       10 %   $  - (*)   June 2021     -       -  
The Second July 2020 convertible Loan Agreement     -       -       12 %   $  - (*)   July 2021     6,667       12  
The July 2020 Convertible Note Offering     -       -       10 %   $  12.75 (*)   January – March 2021     30,589       12.75  
The August 2020 convertible Loan Agreement                     10 %   $  - (*)   August 2021     -       -  
The September 2020 convertible Loan Agreement     341,880       -       12 %   $ - (*)   September 2021     85,555       5  
The October 2020 convertible Loan Agreement     169,400       -       6 %   $ - (*)   October 2021     -       -  
The First December 2020 convertible Loan Agreement     600,000       -       12 %   $ - (*)   December 2021     -       -  
The Second December 2020 convertible Loan Agreement     169,400       -       6 %   $  - (*)   December 2021     -       -  
      1,280,680       3,021,136                                      
Less: Debt Discount     (309,637 )     (124,096 )                                    
Less: Debt Issuance Costs     (73,527 )     (614 )                                    
      897,516       2,896,425                                      
Less: Current Debt     (897,516 )     (2,896,425 )                                    
Total Long-Term Debt   $ -     $ -                                      

 

(*) As subject to adjustment as further outlined in the notes

 

The February 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2018 Investors") for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company's short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 24,223 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

 

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $12.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $12.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.

 

The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature ("BCF"). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

 

The Company recorded a $316,875 debt discount relating to 60,416 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 6,041 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise.

 

During the year ended December 31, 2019 the Company repaid $19,758 in interest.

 

During the year ended December 31, 2020 the Company repaid $75,000 in principal and $781 in interest, and the February 2018 Convertible Notes are no longer outstanding.

 

The March 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 15,947 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt.

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $12.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $12.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

 

The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $254,788 debt discount relating to 80,114 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise.

 

During the year ended December 31, 2020, the Company converted $50,000 of principal and $17,949 of unpaid interest into the September 2020 Equity Raise.

 

During the year ended December 31, 2020, the Company repaid $25,000 in principal and $9,364 in interest.

 

The February 2019 Convertible Note Offering

 

During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025.

 

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share ("Exercise Price"). During the year ended December 31, 2019 a total of 44,396 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

The February 2019 Notes mature on the first (1st) anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.

 

The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $222,632 debt discount relating to 44,396 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $1,963,567 of principal and $416,786 of unpaid interest into the September 2020 Equity Raise.

 

During the year ended December 31, 2020, the Company repaid $348,136 in principal and $0 in interest.

 

The November 2019 Convertible Note Offering

 

During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the "November 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "November 2019 Investors") for aggregate gross proceeds of $479,500. In addition, the Company converted $318,678 in Accounts Payable into this offering.

 

The November 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "November 2019 Note" and together, the "November 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a fixed conversion price equal to $13.50 per share.

 

The November 2019 Notes mature six months after the anniversary of their issuance dates. At any time on or after the maturity date, at the election of the Offering's Purchaser, this Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest of this Note on the date of such conversion by $13.50.

 

The Company recorded a $84,377 debt discount relating to an original issue discount equal to $79,933 and a beneficial conversion feature of $4,444. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $559,433 of principal and $77,785 of unpaid interest into the September 2020 Equity Raise.

 

The January 2020 Convertible Note Offering

 

During the three months ended March 31, 2020, the Company conducted an offering to accredited investors (the "January 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "January 2020 Investors") for aggregate gross proceeds of $87,473.

 

The January 2020 Convertible Note Offering consisted of (a) a 12% Convertible Promissory Note (each a "January 2020 Note" and together, the "January 2020 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.

 

The Conversion Price of the January 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $12,473 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $87,473 of principal and $8,275 of unpaid interest into the September 2020 Equity Raise.

 

The First February 2020 Convertible Loan Agreement

 

On February 4, 2020, the Company entered into a loan agreement (the "First February 2020 Loan Agreement") with an individual (the "First February 2020 Lender"), whereby the First February 2020 Lender issued the Company a promissory note of $85,000 (the "First February 2020 Note"). Pursuant to the First February 2020 Loan Agreement, the First February 2020 Note has interest of ten percent (10%).

 

The First February 2020 Note are convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $12.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied. 

 

The Conversion Price of the First February 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.  

 

The Company recorded a $8,000 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company repaid $158,065 in principal and $0 in interest.

 

The Second February 2020 Convertible Loan Agreement

 

On February 11, 2020, the Company entered into a loan agreement (the "Second February 2020 Loan Agreement") with an individual (the "Second February 2020 Lender"), whereby the Second February 2020 Lender issued the Company a promissory note of $200,000 (the "Second February 2020 Note"). Pursuant to the Second February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 6,666 shares of the Company's common stock at a purchase price of $15.00 per share.

 

The Second February 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

 

The Conversion Price of the First February 2020 Note is subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $33,340 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $125,000 of principal and $0 of unpaid interest into the September 2020 Equity Raise.

 

The Company recorded a Loss on extinguishment of debt of $136,115.

 

During the year ended December 31, 2020, the Company repaid $175,000 in principal and $0 in interest.

 

The Third February 2020 Convertible Loan Agreement

 

On February 25, 2020, the Company entered into a loan agreement (the "Third February 2020 Loan Agreement") with an individual (the "Third February 2020 Lender"), whereby the Third February 2020 Lender issued the Company a promissory note of $1,500,000 (the "Third February 2020 Note"). The Company received proceeds of $864,950 and converted notes payable of $385,000 in exchange for the note (see Note 5).  Pursuant to the Third February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%).

 

The Third February 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The Third February 2020 Note matures on the first (12th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

 

The Conversion Price of the Third February 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.

 

During the year ended December 31, 2020, the Company converted $1,500,000 of principal and $100,603 of unpaid interest into the September 2020 Equity Raise.

 

The April 2020 Convertible Note Offering

 

During April of 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the "April 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "April 2020 Investors") for aggregate gross proceeds of $350,010. The April 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The April 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.

 

The April 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $13.50 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The Company recorded a $50,010 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $350,010 of principal and $16,916 of unpaid interest into the September 2020 Equity Raise.

 

The June 2020 Convertible Loan Agreement

 

On June 19, 2020, the Company entered into a loan agreement (the "June 2020Loan Agreement") with an individual (the "June 2020 Lender"), whereby the June 2020 Lender issued the Company a promissory note of $550,000 (the "June 2020 Note"). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the June 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 49,603 shares of the Company's common stock at a purchase price of $11.55 per share. The June 2020 Note matures on the first (12th) month anniversary of its issuance date. 

 

Upon default the June 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $67,500 debt discount relating to original issue discount associated with this note. The Company recorded a $274,578 debt discount relating to 49,603 warrants and 5,424 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the lender converted $59,200 of principal into the Second July 2020 Convertible Loan Agreement

 

During the year ended December 31, 2020, the Company repaid $490,800 in principal and $16,944 in interest.

 

The First July 2020 Convertible Loan Agreement

 

On July 01, 2020, the Company entered into a loan agreement (the "First July 2020 Loan Agreement") with an individual (the "First July 2020 Lender"), whereby the First July 2020 Lender issued the Company a promissory note of $68,000 (the "First July 2020 Note"). Pursuant to the First July 2020 Loan Agreement, the First July 2020 Note has interest of twelve percent (10%).  The First July 2020 Note matures on June 29, 2021. 

 

Upon default the First July 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.

 

During the year ended December 31, 2020 the Company repaid $68,000 in principal and $3,329 in interest.

 

The Second July 2020 Convertible Loan Agreement

 

On July 17, 2020, the Company entered into a loan agreement (the "Second July 2020 Loan Agreement") with an individual (the "Second July 2020 Lender"), whereby the Second July 2020 Lender issued the Company a promissory note of $250,000 (the "Second July 2020 Note"). Pursuant to the Second July 2020 Loan Agreement, the Second July 2020 Note has interest of twelve percent (12%).  The Second July 2020 Note matures on July 17, 2021. 

 

Upon default the Second July 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $46,750 debt discount relating to original issue discount associated with this note. The Company recorded a $71,329 debt discount relating to 6,667 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020 the Company repaid $250,000 in principal and $0 in interest.

 

The July 2020 Convertible Note Offering

 

From July 2020 to September 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the "July 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "July 2020 Investors") for aggregate gross proceeds of $390,000. The July 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.

 

The July 2020 Note Offering is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.

 

The conversion feature of the July 2020 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $38,215, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.

 

The Company recorded a $158,078 debt discount relating to 30,589 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $390,000 of principal and $3,436 of unpaid interest into the September 2020 Equity Raise.

 

The August 2020 Convertible Loan Agreement

 

On August 17, 2020, the Company entered into a loan agreement (the "August 2020 Loan Agreement") with an individual (the "August 2020 Lender"), whereby the August 2020 Lender issued the Company a promissory note of $68,000 (the "August 2020 Note"). Pursuant to the August 2020 Loan Agreement, the August 2020 Note has interest of twelve percent (12%).  The August 2020 Note matures on August 17, 2021.

 

Upon default the August 2020 Convertible Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.

 

The Company recorded a $3,000 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020 the Company repaid $68,000 in principal and $0 in interest.

 

The September 2020 Convertible Loan Agreement

 

On September 23, 2020, the Company entered into a loan agreement (the "September 2020 Loan Agreement") with an individual (the "September 2020 Lender"), whereby the September 2020 Lender issued the Company a promissory note of $385,000 (the "September 2020 Note"). Pursuant to the September 2020 Loan Agreement, the September 2020 Note has interest of twelve percent (12%).  The September 2020 Note matures on September 23, 2021. 

 

Upon default the Second July 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $68,255 debt discount relating to original issue discount associated with this note. The Company recorded a $146,393 debt discount relating to 85,555 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. 

 

The October 2020 Convertible Loan Agreement

 

On October 2, 2020, the Company entered into a loan agreement (the "October 2020 Loan Agreement") with an individual (the "October 2020 Lender"), whereby the October 2020 Lender issued the Company a promissory note of $169,400 (the "October 2020 Note"). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has interest of twelve percent (6%). The October 2020 Note matures on the first (12th) month anniversary of its issuance date. 

 

Upon default the October 2020 Note is convertible into shares of the Company's common stock, par value $0.001 per share ("Conversion Shares") equal to 75% of average the lowest three trading prices of the Company's common stock on the fifteen-trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $19,400 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

The First December 2020 convertible Loan Agreement

 

On December 9, 2020, the Company entered into a loan agreement (the "First December 2020 Loan Agreement") with an individual (the "First December 2020 Lender"), whereby the First December 2020 Lender issued the Company a promissory note of $600,000 (the "First December 2020 Note"). Pursuant to the First December 2020 Loan Agreement, the First December 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the First December 2020 convertible Loan Agreement, the Company issued 45,000 shares of the Company's common stock. The First December 2020 Note matures on the first (12th) month anniversary of its issuance date. 

 

Upon default the First December 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $110,300 debt discount relating to original issue discount associated with this note. The Company recorded a $113,481 debt discount relating to 45,000 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

The Second December 2020 Convertible Loan Agreement

 

On December 30, 2020, the Company entered into a loan agreement (the "Second December 2020 Loan Agreement") with an individual (the "Second December 2020 Lender"), whereby the Second December 2020 Lender issued the Company a promissory note of $169,400 (the "Second December 2020 Note"). Pursuant to the Second December 2020 Loan Agreement, the Second December 2020 Note has interest of twelve percent (6%). The Second December 2020 Note matures on the first (12th) month anniversary of its issuance date. 

 

Upon default the Second December 2020 Note is convertible into shares of the Company's common stock, par value $0.001 per share ("Conversion Shares") equal to 75% of average the lowest three trading prices of the Company's common stock on the fifteen-trading day immediately preceding the date of the respective conversion.

 

The Company recorded a $18,900 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.
v3.21.1
Related Party
 12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Related Party

Note 9 – Related Party

 

Note receivable

 

October 2019 Cacher Loan Agreement

 

On October 28, 2019, the Company entered into a loan agreement with Cacher Studios LLC (the "October 2019 Cacher Loan Agreement") whereby Cacher Studios issued the Company a promissory note in the principal amount of $11,450 (the "October 2019 Cacher Note"). The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC's revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter. Cacher Studios LLC is owned and operated by Alexandra Frommer, daughter of Jeremy Frommer, the Company's CEO. This investment is evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. The company recorded an impairment of $11,450.

 

Convertible notes

 

Convertible notes payable – related party as of December 31, 2020 and 2019 is as follows:

 

    Outstanding Principal as of                 Warrants granted  
    December 30,
2020		     December 31,
2019		     Interest
Rate		     Maturity
Date		     Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering    $               -      $ 400       14 %     April 2020       19,950      $ 12.00  
The February 2019 Convertible Note Offering     -       20,000       10 %     May 2020       440       18.00  
The July 2020 Convertible Note Offering     -       -       10 %     January 2020       3,922       12.75  
      -       20,400                                  
Less: Debt Discount     -       (13 )                                
Less: Debt Issuance Costs     -       -                                  
      -       20,387                                  
Less: Current Debt     -       (20,387 )                                
Total Long-Term Debt   $ -     $ -                                  

 

The March 2018 Convertible Note Offering

 

During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "Investors") for aggregate gross proceeds of $239,400.

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $12.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $12.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.

 

The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $84,854 debt discount relating to 19,950 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise.

 

During the year ended December 31, 2020 the lender forgave $400 of principal and $70 of unpaid interest. This was recorded as a gain on settlement of debt on the Consolidated Statements of Comprehensive Income (Loss).

 

The February 2019 Convertible Note Offering

 

During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000.

 

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share ("Exercise Price"). During the year ended December 31, 2019 a total of 440 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. 

 

The February 2019 Notes mature on the first (1st) anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.

 

The Company recorded a $2,465 debt discount relating to 440 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2019, $20,000 of principal was converted from a promissory note into this offering.

 

During the year ended December 31, 2020, the Company converted $20,000 of principal and $3,065 of unpaid interest into the September 2020 Equity Raise.

 

The July 2020 Convertible Note Offering

 

From July 2020 to September 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the "July 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "July 2020 Investors") for aggregate gross proceeds of $50,000. The July 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.

 

The July 2020 Note Offering is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.

 

The conversion feature of the July 2020 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $9,812, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.

 

The Company recorded a $21,577 debt discount relating to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.

 

Notes payable

 

Notes payable – related party as of December 31, 2020 and 2019 is as follows:

 

    Outstanding Principal as of                 Warrants granted  
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Maturity
Date		     Quantity     Exercise
Price		  
The June 2018 Frommer Loan Agreement    $ -      $ 10,000       6 %     August 17, 2018       500      $ 12.00  
The July 2018 Schiller Loan Agreements     -       20,863       6 %     August 17, 2018       2,500       12.00  
The June 2019 Loan Agreement     -       4,825,000       12.5 %     December 3, 2019       -       -  
The December 2019 Gravitas Loan Agreement     -       300,000       6.7 %     March 1, 2020       -       -  
The First January 2020 Loan Agreement     -       -       6 %     January 2020       -       -  
The Second January 2020 Loan Agreement     -       -       5 %     January 2020       50       18.00  
The Third January 2020 Loan Agreement     -       -       10 %     January 2020       75       18.00  
The Fourth January 2020 Loan Agreement     -       -       7 %     February 2020       -       -  
The January 2020 Rosen Loan Agreement     -       -       -       February 2020       -       -  
The February 2020 Banner Loan Agreement     -       -       -       February 2020       49       18.00  
The February 2020 Frommer Loan Agreement     -       -       -       February 2020       15       18.00  
The February 2020 Loan Agreement     -       -       5 %     March 2020       75       18.00  
The July 2020 Loan Agreement     -       -       5 %     August 2020       25       18.00  
The September 2020 Goldberg Loan Agreement     16,705       -       7 %     September 2022       -       -  
The September 2020 Rosen Loan Agreement     3,295       -       7 %     September 2022       -       -  
      20,000       5,155,863                                  
Less: Debt Discount     (17,068 )     -                                  
Less: Debt Issuance Costs     -       (26,521 )                                
      2,932       5,129,342                                  
Less: Current Debt     (2,932 )     (5,129,342 )                                
    $ -     $ -                                  

 

The June 2018 Frommer Loan Agreement

 

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer and director of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 500 shares of the Company's common stock at a purchase price of $12.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the "June 2018 Frommer Maturity Date"). On November 8, 2018, the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 681 warrants to purchase common stock of the Company at an exercise price of $18.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 30, 2019. As part of the extension agreement, the Company issued Frommer an additional 692 warrants to purchase common stock of the Company at an exercise price of $18.00. On March 29, 2019, the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On December 15, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date to May 15, 2020.

 

During the year ended December 31, 2020, the Company converted $10,000 of principal and $2,748 of unpaid interest into the September 2020 Equity Raise and the June 2018 Frommer Note is no longer outstanding.

 

The July 2018 Schiller Loan Agreement

 

On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 1,250 shares of the Company's common stock at a purchase price of $12.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 1,698 shares of common stock of the Company at an exercise price of $18.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 1,726 warrants to purchase common stock of the Company at an exercise price of $18.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. On December 15, 2019 the Company entered into an agreement that further extended the maturity date of this loan to May 15, 2020.

  

During the year ended December 31, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. 

 

During the year ended December 31, 2020 the Company repaid $20,863 in principal and $3,216 in interest.

 

The June 2019 Loan Agreement

 

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

On July 29, 2019, the Company entered into the First Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan.

 

On August 12, 2019, the Company entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan. 

 

On September 16, 2019, the Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.

 

On October 10, 2019 the Company and investors entered into the Fourth Amendment Agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note.

 

On February 27, 2020, the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $15.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering.

 

During year ended December 31, 2020, the Company converted $4,325,000 of principal and $752,346 of unpaid interest into the September 2020 Equity Raise.

 

During the year ended December 31, 2020 the Company repaid $500,000 in principal and $0 in interest.

 

The December 2019 Gravitas Loan Agreement

 

On December 23, 2019, the Company entered into a loan agreement (the "December 2019 Gravitas Loan Agreement"), whereby the Company issued Gravitas a promissory note in the principal amount of $300,000 (the "December 2019 Gravitas Note"). Pursuant to the December 2019 Gravitas Loan Agreement, the December 2019 Gravitas Note has a flat interest payment of $20,000.  

 

During the year ended December 31, 2020 the Company repaid $300,000 in principal and $50,000 in accrued interest.

 

The First January 2020 Loan Agreement

 

On January 3, 2020, the Company entered into a loan agreement (the "First January 2020 Loan Agreement") with an individual (the "First January 2020 Lender") whereby the First January 2020 Lender issued the Company a promissory note of $250,000 (the "First January 2020 Note"). Pursuant to the First January 2020 Loan Agreement, the First January 2020 Note has an effective interest rate of 6%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the First January 2020 Lender 1,333 shares of the Company's common stock. The maturity date of the First January 2020 Note was January 15, 2020 (the "First January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due.  The Company recorded a $16,000 debt discount relating to the 1,333 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company converted $250,000 in principal to the Third February 2020 Note (as defined in Note 8).

 

The Second January 2020 Loan Agreement

 

On January 14, 2020, the Company entered into a loan agreement (the "Second January 2020 Loan Agreement") with an individual (the "Second January 2020 Lender"), whereby the Second January 2020 Lender issued the Company a promissory note of $10,000 (the "Second January 2020 Note"). Pursuant to the Second January 2020 Loan Agreement, the Second January 2020 Note has an effective interest rate of 5%. The maturity date of the Second January 2020 Note was January 24, 2020 (the "Second January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due. As additional consideration for entering in the Second January Loan Agreement, the Company issued a five-year warrant to purchase 50 shares of the Company's common stock at a purchase price of $18.00 per share. The Company recorded a $580 debt discount relating to 50 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company repaid $10,000 in principal and $500 in interest.

 

The Third January 2020 Loan Agreement

 

On January 22, 2020, the Company entered into a loan agreement (the "Third January 2020 Loan Agreement") with an individual (the "Third January 2020 Lender"), whereby the Third January 2020 Lender issued the Company a promissory note of $15,000 (the "Third January 2020 Note"). Pursuant to the Third January 2020 Loan Agreement, the Third January 2020 Note has an effective interest rate of 10%. The maturity date of the Third January 2020 Note was January 29, 2020 (the "Third January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due. As additional consideration for entering in the Third January Loan Agreement, the Company issued a five-year warrant to purchase 75 shares of the Company's common stock at a purchase price of $18.00 per share. The Company recorded a $892 debt discount relating to 75 warrants issued to the Third January 2020 Lender based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company repaid $15,000 in principal and $1,500 in interest.

 

The Fourth January 2020 Loan Agreement

 

On January 23, 2020, the Company entered into a loan agreement (the "Fourth January 2020 Loan Agreement") with an individual (the "Fourth January 2020 Lender") whereby the Fourth January 2020 Lender issued the Company a promissory note of $135,000 (the "Fourth January 2020 Note"). Pursuant to the Fourth January 2020 Loan Agreement, the Fourth January 2020 Note has an effective interest rate of 7%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the Fourth January 2020 Lender 750 shares of the Company's common stock. The maturity date of the Fourth January 2020 Note was February 23, 2020 (the "Fourth January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due.

 

During the year ended December 31, 2020, the Company converted $135,000 in principal to the Second February 2020 Note (as defined below).

 

The January 2020 Rosen Loan Agreement

 

On January 14, 2020, the Company entered into a loan agreement (the "January 2020 Rosen Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $150,000 (the "January 2020 Rosen Note"). Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen Note accrues interest at a fixed amount of $2,500 for the duration of the note.

 

During the year ended December 31, 2020 the Company repaid $150,000 in principal and $15,273 in interest.

 

The February Banner 2020 Loan Agreement

 

On February 15, 2020, the Company entered into a loan agreement (the "February 2020 Banner Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $9,900 (the "February 2020 Note") for expenses paid on behalf of the Company by an employee. Pursuant to the February 2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company's common stock at a purchase price of $18.00 per share.

 

During the year ended December 31, 2020 the Company repaid $9,900 in principal and $495 in interest.

 

The February 2020 Frommer Loan Agreement

 

On February 18, 2020, the Company entered into a loan agreement (the "February 2020 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $2,989 (the "February 2020 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15 shares of the Company's common stock at a purchase price of $18.00 per share. Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the "February 2020 Frommer Maturity Date").

 

During the year ended December 31, 2020 the Company repaid $2,989 in principal and $160 in interest.

 

The February 2020 Loan Agreement

 

On February 25, 2020, the Company entered into a loan agreement (the "February 2020 Loan Agreement") with an individual (the "February 2020 Lender"), whereby the February 2020 Lender issued the Company a promissory note of $15,000 (the "February 2020 Note"). Pursuant to the February 2020 Loan Agreement, the February 2020 Note has an effective interest rate of 5%. The maturity date of the February 2020 Note was March 3, 2020 (the "February 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2020 Note were due. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 75 shares of the Company's common stock at a purchase price of $18.00 per share. The Company recorded a $801 debt discount relating to 75 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company repaid $15,000 in principal and $750 in interest.

 

The July 2020 Loan Agreement

 

On July 30, 2020, the Company entered into a loan agreement (the "July 2020 Loan Agreement") with an individual (the "July 2020 Lender"), whereby the July 2020 Lender issued the Company a promissory note of $5,000 (the "July 2020 Note"). Pursuant to the July 2020 Loan Agreement, the July 2020 Note has an effective interest rate of 5%. The maturity date of the July 2020 Note was August 06, 2020 (the "July 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2020 Note were due. As additional consideration for entering in the July 2020 Loan Agreement, the Company issued a five-year warrant to purchase 25 shares of the Company's common stock at a purchase price of $18.00 per share. The Company recorded a $316 debt discount relating to 25 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020, the Company repaid $5,000 in principal and $250 in interest.

 

The September 2020 Goldberg Loan Agreement

 

On September 15, 2020, the Company entered into a loan agreement (the "September 2020 Goldberg Loan Agreement") with Goldberg whereby the Company issued a promissory note of $16,705 (the "September 2020 Goldberg Note"). Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020 Goldberg Note has an interest rate of 7%. The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the "September 2020 Goldberg Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due. The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company.

 

Since the September 2020 Goldberg Note has a make-whole provision if the shares of the Company's common stock issued to the lender in accordance with the Lender's Exchange Agreement (see note 11) have a value equal to or less than $7,737,594 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative liability of $2,557,275, of which $2,540,570 was recorded as a loss on extinguishment of debt and $16,705 as a debt discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020 the Company accrued interest of $347.

 

The September 2020 Rosen Loan Agreement

 

On September 15, 2020, the Company entered into a loan agreement (the "September 2020 Rosen Loan Agreement") with Rosen whereby the Company issued a promissory note of $3,295 (the "September 2020 Rosen Note"). Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note has an interest rate of 7%. The maturity date of the September 2020 Rosen Note is September 15, 2022 (the "September 2020 Rosen Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due. The September 2020 Rosen Loan is secured by the tangible and intangible property of the Company.

 

Since the September 2020 Rosen Note has a make-whole provision if the shares of the Company's common stock issued to the lender in accordance with the Lender's Exchange Agreement (see note 11) have a value equal to or less than $554,924 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative liability of $504,413, of which $501,118 was recorded as a loss on extinguishment of debt and $3,295 as a debt discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2020 the Company accrued interest of $67.

 

Demand loan

 

On June 13, 2019, Mark Standish, who was subsequently named Chairman of the Board, made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2019 the Company repaid $25,000 of principal.

 

During the year ended December 31, 2020 the Company repaid $75,000 of principal.

 

On December 17, 2019, Standish made non-interest bearing loans of $150,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

During the year ended December 31, 2020 the Company repaid $150,000 of principal.

 

On March 27, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

During the year ended December 31, 2020, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise.

 

On April 9, 2020, a lender made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

During the year ended December 31, 2020, the Company converted $50,000 of principal into the September 2020 Equity Raise.

 

On April 21, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.  

 

During the year ended December 31, 2020, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise.

 

On July 6, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.  

 

During the year ended December 31, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise.

 

On August 10, 2020, a lender made non-interest bearing loans of $40,000 to the Company in the form of cash. The loan is due on demand and unsecured.  

 

During the year ended December 31, 2020 the Company repaid $40,000 of principal.

 

On September 9, 2020, a lender made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

During the year ended December 31, 2020 the Company repaid $50,000 of principal.

 

Officer compensation

 

During the year ended December 31, 2020 the Company paid $57,455 for living expenses for officers of the Company.
v3.21.1
Derivative Liabilities
 12 Months Ended
Dec. 31, 2020
Derivative Liability [Abstract]  
Derivative Liabilities

Note 10 – Derivative Liabilities

 

The Company has identified derivative instruments arising from a make-whole feature in the Company's notes payable at December 31, 2020. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 9. The Company had no derivative assets measured at fair value on a recurring basis as of December 31, 2020.

 

The Company utilized a Geometric Brownian Motion ("GBM") model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the GBM model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate.

 

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the GBM model.

 

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

 

Volatility: The Company calculates the expected volatility based on the company's historical stock prices with a look back period commensurate with the period to maturity.

 

Expected term: The Company's remaining term is based on the remaining contractual maturity of the convertible notes.

 

The following are the changes in the derivative liabilities during the year ended December 31, 2020.

 

    Year Ended
December 31, 2020		  
    Level 1     Level 2     Level 3  
Derivative liabilities as January 1, 2020   $             -     $             -     $ -  
Addition     -       -       3,061,688  
Conversion     -       -          
Extinguishment Expense                     -  
Changes in fair value     -       -       (3,019,457 )
Derivative liabilities as December 31, 2020   $ -     $ -     $ 42,231  
v3.21.1
Stockholders' Deficit
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Deficit

Note 11 – Stockholders' Deficit

 

Shares Authorized

 

Prior to July 13, 2020, the Company was authorized to issue up to thirty-five million (35,000,000) shares of capital stock, of which fifteen million (15,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as "blank check" preferred stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Company's board of directors.

 

On July 13, 2020, the Company filed the Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada, which authorize the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock.

 

Preferred Stock

 

Series E Convertible Preferred Stock

 

On December 29, 2020 the Company entered into securities purchase agreements with thirty-three accredited investors whereby the Investors have agreed to purchase from the Company an aggregate of 7,778 shares of the Company's Series E Convertible Preferred Stock, par value $0.001 per share and 2,831,715 warrants to purchase shares of the Company's common stock, par value $0.001 per share. The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock. The combined purchase price of one Conversion Share and one and a half warrant was $4.12. The aggregate purchase price for the Series E Preferred Stock and warrants was $7,777,777.77. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital.

 

The warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $4.50 per share. The warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock.

 

The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company's common stock, at an exercise price of $5.15 per share (the "PA Warrants"). The PA Warrants are exercisable for a term of five-years from the date of issuance.

 

Reverse Stock Split

 

On July 25, 2019, following board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of common stock authorized was proportionately reduced pursuant to Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.

 

On August 17, 2020, following board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:3) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.

 

All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse split.

 

Common Stock

 

On January 4, 2019, the Company issued 100,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

 

On January 3, 2019, the Company issued 25,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

 

On January 30, 2020, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for three months of services at a fair value of $585,000. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2020 the Company recorded $585,000 to share based payments.

 

On January 6, 2020, the Company issued 1,412 shares of its restricted common stock to settle outstanding vendor liabilities of $12,500. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $4,233.

 

On March 5, 2020, the Company issued 2,153 shares of its restricted common stock to settle outstanding vendor liabilities of $25,000. In connection with this transaction, the Company also recorded a gain on settlement of vendor liabilities of $1,098.

 

On March 13, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 5,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772. 

 

On March 19, 2020, the Company issued 20,000 shares of its restricted common stock to settle outstanding vendor liabilities of $72,048. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $122,953.

 

On June 18, 2020, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $525,000.

 

On June 29, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000.

 

On July 3, 2020, the Company issued 15,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $204,300.

 

On July 17, 2020 the Company issued 6,667 shares of its restricted common stock to the Second February 2020 Lender in connection with the Second July 2020 convertible Loan Agreement.

 

On August 15, 2020, the Company issued 6,167 shares of its restricted common stock to consultants in exchange for services at a fair value of $50,693.

 

On August 21, 2020, the Company issued 20,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $180,000.

 

On August 31, 2020, the Company issued 1,866 shares of its restricted common stock to consultants in exchange for services at a fair value of $15,842.

 

On September 11, 2020 the Second February 2020 Lender converted $125,000 of the outstanding principal into 34,722 shares of the Company's common stock.

 

On September 11, 2020 the February 2019 Convertible Note Lender converted $70,542 of the outstanding principal and $112,888 of the outstanding interest into 64,124 shares of the Company's common stock.

 

On September 30, 2020, the Company issued 7,979 shares of its restricted common stock to consultants in exchange for services at a fair value of $21,304.

 

On December 14, 2020, the Company issued 10,417 shares of its restricted common stock to consultants in exchange for services at a fair value of $38,647.

 

On December 21, 2020, the Company issued 8,371 shares of its restricted common stock to employees in exchange for services at a fair value of $31,323.

 

During the year ended December 31, 2020 the Company cancelled 50,650 shares of treasury stock.

 

Lender's Exchange Agreement

 

On September 15, 2020, the Company exchanged $7,325,000 of principal and $967,518 of accrued but unpaid interest of the Company's debt obligations for $500,000 cash, 2,744,288 shares of Common Stock, and 331,456 warrants (the "Lender's Exchange Agreement"). The Company also issued the lenders notes totaling $20,000. See note 9 for the September 2020 Goldberg Loan and the September 2020 Rosen Loan. The warrants have an exercise price equal to $4.50 per share, expiring five years from the date of issuance. Since the terms of the original debt were exchanged this was accounted for under extinguishment accounting. The Company determined this debt exchange was a debt extinguishment and the Company recognized a loss on debt extinguishment of $4,915,327, including the derivative liability value.

 

September 2020 Equity Raise

 

Effective September 15, 2020, the Company consummated an underwritten public offering (the "September 2020 Equity Raise") of 1,725,000 units of securities (the "Units"), with each Unit consisting of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock (the "Warrants"). The September 2020 Equity Raise was conducted pursuant to an Underwriting Agreement, dated September 10, 2020, by and between the Company and The Benchmark Company, LLC, acting as the representative (the "Representative") of the several underwriters named therein (the "Underwriting Agreement"). In connection with the September 2020 Equity Raise, the Company granted the underwriters a 45-day option to purchase up to 258,750 shares of common stock and/or 258,750 Warrants to purchase common stock to cover over-allotments, if any.

 

The public offering price per Unit was $4.50. The shares of common stock and Warrants were issued separately and were immediately separable upon issuance. Each Warrant represents the right to purchase one share of common stock at an exercise price of $4.50 per share, expiring 5 years from the date of issuance.

 

The gross proceeds to the Company from the September 2020 Equity Raise, before deducting underwriting discounts and commissions and other estimated offering expenses, and excluding the exercise of any Warrants, was approximately $7,762,500.

 

In connection with the September 2020 Equity Raise, the Company converted $3,183,667 of principal and accrued but unpaid interest of the Company's debt obligations into 768,204 shares of Common Stock and $570,416 warrants. See Notes 7, 8, and 9. The warrants have an exercise price equal to $4.50 per share, expiring five years from the date of issuance. A down-round event was triggered in connection with the September 2020 Equity Raise, resulting in a contingent BCF that had a value of $3,051,810. As these notes were fully converted in the September 2020 Equity Raise, the discount was expensed to accretion of debt discount and issuance cost on the Consolidated Statements of Comprehensive Loss.

 

Stock Options

 

The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. 

 

The assumptions used for options granted during the year ended December 31, 2020 and 2019 are as follows:

 

    December 30,
2020		     December 30,
2019		  
Exercise price   $ 8.55     $ 13.2 - 6.60  
Expected dividends     0 %     0 %
Expected volatility     229.95 %     102.76 %
Risk free interest rate     0.25 %     1.61 %
Expected life of option     5.67 years       10 years  

 

The following is a summary of the Company's stock option activity:

 

    Options     Weighted
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Life
(in years)		  
Balance – December 31, 2018 – outstanding     294,158     $ 25.2       3.27  
Granted     9,667       9.66       10.01  
Exercised     -       -       -  
Cancelled/Modified     -       -       -  
Balance – December 31, 2019 – outstanding     303,825       24.48       2.51  
Balance – December 31, 2019 – exercisable     303,825       24.48       2.51  
                         
Balance – December 31, 2019 – outstanding     303,825       24.48       2.51  
Granted     391,853       8.55       5.67  
Exercised     -       -       -  
Cancelled/Modified     (154,657 )     25.17       -  
Balance – December 31, 2020 – outstanding     541,021       12.75       4.29  
Balance – December 31, 2020 – exercisable     149,168     $ 23.77       1.75  

 

Option Outstanding

    Option Exercisable 
 Exercise price    Number Outstanding    Weighted
Average
Remaining
Contractual
Life (in years)		    Weighted
Average
Exercise
Price		    Number Exercisable    Weighted
Average
Remaining Contractual
Life (in years)		 
$12.75    541,021    4.29    23.77    149,168    1.75 
                            

During the year ended December 31, 2018 the Company granted options of 11,667 to consultants that has a fair value of $57,123. As of the date of this filing the company has not issued these options and they are recoded as an accrued liability on the Consolidated Balance Sheet.

 

On May 7, 2020, the board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 2,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company's stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company's stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules.

 

On May 13, 2020 the Company entered into an exchange agreement with eight option holders. The company agreed to exchange 152,992 options previously issued under the 2015 Incentive Stock and Award Plan for 229,491 shares of the Company common stock. In connection with this agreement the Company recorded incremental compensation on the exchange of options to stock of $$1,117,031.

 

On July 23, 2020 the Company granted options to purchase 391,853 shares of the Company's Common Stock to employees.

 

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $4,092,013 and $446,123, for the year ended December 31, 2020 and 2019, respectively.

 

Warrants

 

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

 

The assumptions used for warrants granted during the year ended December 31, 2020 are as follows:

 

    December 31,  
2020 		    December 31,
2019  		  
Exercise price   $ 4.50 - 18.00     $ 18.00  
Expected dividends     0 %     0 %
Expected volatility     234.03% - 247 %      78.5%-116.92 %
Risk free interest rate     0.21% - 1.63 %     1.32% - 2.75 %
Expected life of warrant     5 years        4 – 5 years  

  

Warrant Activities

 

The following is a summary of the Company's warrant activity:

 

   Warrant   Weighted
Average
Exercise
Price		 
Balance – December 31, 2018 – outstanding   1,849,380   $16.20 
Granted   154,607    17.67 
Exercised   -    - 
Cancelled/Modified   (1,756,584)   15.96 
Balance – December 31, 2019 – outstanding   247,403    15.75 
Balance – December 31, 2019 – exercisable   247,403    15.75 
           
Balance – December 31, 2019 – outstanding   247,403    15.75 
Granted   5,921,071    4.70 
Exercised   -    - 
Cancelled/Modified   (37,526)   13.31 
Balance – December 31, 2020 – outstanding   6,130,948    4.96 
Balance – December 31, 2020 – exercisable   3,228,235   $5.37 

 

 Warrants Outstanding    Warrants Exercisable 
 Exercise price    Number
Outstanding		    Weighted
Average
Remaining
Contractual
Life
(in years)		    Weighted
Average
Exercise Price		    Number
Exercisable		    Weighted
Average
Exercise Price		 
$4.96    6,130,948    4.75    5.37    3,228,235    4.52 
                            

On October 6, 2020, the underwriters for the September 2020 Equity Raise partially exercised the over-allotment option and on October 8, 2020, purchased an additional 258,750 warrants, generating gross proceeds, before deducting underwriting discounts and commissions, of $2,588.

 

During the year ended December 31, 2020 a total of 214,080 warrants were issued with convertible notes (See Note 8 above). The warrants have a grant date fair value of $1,520,449 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2020, a total of 289 warrants were issued with notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $3,342 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2020, a total of 3,922 warrants were issued with convertible notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $37,927 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2020, some of the Company's warrants had a reset provision triggered that resulted in a lower exercise price. A deemed dividend of $18,421 was recorded to the Statements of Comprehensive Loss.

 

During the year ended December 31, 2019, a total of 44,397 warrants were issued with convertible notes (See Note 8 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 42,968 warrants were issued with notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $205,509 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 440 warrants were issued with convertible notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the year ended December 31, 2019, a total of 43,322 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 14,148 warrants were issued in exchange for services. The warrants have a grant date fair value of $122,777 using a Black-Scholes option-pricing model and the above assumptions.
v3.21.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2020
Leases [Abstract]  
Commitments and Contingencies

Note 12 – Commitments and Contingencies

 

The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act"). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

 

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the year ended December 31, 2020.

 

On March 26, 2020 and April 30, 2020, the Company received 2 separate loans pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act.

 

When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company's need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn.

 

Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender. The Company intends to complete repayment before the end of 2021.

 

As each company is only permitted one loan under the CARES Act, there is a possibility the loan bay be called by the SBA and the Company would have to repay the loan in full at such time.

 

Litigation  

 

On June 25, 2020, Home Revolution, LLC ("Home Revolution") filed a lawsuit in the United States District Court for the District of New Jersey (the "Court"), entitled Home Revolution, LLC, et al v. Jerrick Media Holdings, Inc. et al, Case No. 2:20-cv-07775-JMV-MF (the "Action"). The complaint for the lawsuit alleges, among other things, that the Company breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller's Choice, LLC, from Home Revolution in September 2019. The complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment. In addition to the existing claim for damages contained in the Complaint, on July 29, 2020, Home Revolution moved, by order to show cause, for preliminary injunctive relief. On August 13, 2020, after briefing and oral argument, the Court denied Home Revolution's request for a preliminary injunction.

 

The Company then moved to dismiss the Action on August 14, 2020 on a number of grounds, the most significant of which is that this is a simple (alleged) breach of Promissory Note case. JMDA was current on all payments under the Note, and because both parties are New Jersey entities a mere breach of contract and/or collection-based case is not appropriately venued in federal court. Upon receipt of the Motion to Dismiss, Home Revolution submitted an Amended Complaint, presumably in an effort to cure the problems with the Complaint which we identified in the Motion to Dismiss. Home Revolution has since then subsequently initiated a series of atypical procedures and, as a result, has (without following the Federal Rules of Civil Procedure) moved for both default and to submit yet another newly Amended Complaint (the one precludes the other and vice versa). The Company has an appearance scheduled for November 19, 2020 and expects no major events to occur for the next 12 months (at least) in any event.

 

In the event this Action is not summarily dismissed, the Company intends to vigorously challenge it. At this time, the Company is unable to estimate potential damage exposure, if any, related to the litigation 

 

Lease Agreements

 

On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. The total amount due under this lease is $411,150.

 

On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. The total amount due under this lease is $108,229

 

The components of lease expense were as follows:

 

    Year Ended
December 31,
2020		  
Operating lease cost   $ 54,157  
Short term lease cost     12,128  
Total net lease cost   $ 66,285  

 

Supplemental cash flow and other information related to leases was as follows:

 

    Year Ended
December 31,
2020		  
Cash paid for amounts included in the measurement of lease liabilities:      
Operating lease payments     104,922  
         
Weighted average remaining lease term (in years):     2.5  
         
Weighted average discount rate:     13 %

 

Total future minimum payments required under the lease as of December 31, 2020 are as follows:

 

Twelve Months Ending December 31,      
2021   $ 108,983  
2022     114,627  
2023     53,094  
Total   $ 276,704  

 

Rent expense for the year ended December 31, 2020 and 2019 was $107,737 and $198,473, respectively. 
v3.21.1
Income Taxes
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

Note 13 – Income Taxes

 

Components of deferred tax assets are as follows:

 

   December 31,
2020		   December 31,
2019		 
Net deferred tax assets – Non-current:        
Depreciation  $(145,749)  $(63,676)
Amortization   21,096    7,437 
Stock based compensation   1,653,617    659,384 
Expected income tax benefit from NOL carry-forwards   8,780,233    5,229,445 
Less valuation allowance   (10,309,197)   (5,832,590)
Deferred tax assets, net of valuation allowance  $-   $- 

 

Income Tax Provision in the Consolidated Statements of Operations

 

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

 

    For the
Year Ended
December 31,
2020		     For the
Year Ended
December 31,
2019		  
             
Federal statutory income tax rate     21.0 %     21.0 %
State tax rate, net of federal benefit     6.5 %     6.5 %
                 
Change in valuation allowance on net operating loss carry-forwards     (27.5 )%     (27.5 )%
                 
Effective income tax rate     0.0 %     0.0 %

 

The following is a reconciliation of the beginning and ending amount of the unrecognized tax benefit for the years ended December 31, 2020 and 2019:

 

   2019   2020 
Balance at January 1,  $-   $68,000 
Additions based on tax positions relating to the current year   68,000    - 
Reductions for tax positions of prior years   -    (68,000)
           
Balance at December 31,  $68,000   $- 

 

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2020 and 2019. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2020 and 2019.

 

As of December 31, 2020, the Company had approximately $37 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the "Code"). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company's deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company's financial statements.

 

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act's enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

 

The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act.

 

Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.
v3.21.1
Restatement of previously issued Interim Financial Statements (unaudited)
 12 Months Ended
Dec. 31, 2020
Restatement of Previously Issued Financial Statements [Abstract]  
Restatement of previously issued Interim Financial Statements

Note 14 – Restatement of previously issued Interim Financial Statements 

 

On March 13, 2021, our audit committee concluded, after consultation with management and the Company's financial consulting firm, that our previously issued unaudited financial statements for the period ended September 30, 2020, included in the Company's Quarterly Reports of Form 10-Q for the period ended September 30, 2020, should no longer be relied upon as a result of the change in accounting for a make-whole provision. We concluded that a derivative liability of $3,041,688 should have been  recorded as of September 30, 2020. The adjustments resulting therefrom, which are non-cash in nature, but has no impact on previously reported cash, total assets, and revenues.

 

The following tables summarize the effects of the restatements on the specific items presented in the Company's historical unaudited interim consolidated financial statements previously included in the Company's Quarterly Reports on Form 10-Q as of and for the three months and nine months ended September 30, 2020:

 

Creatd, Inc.

Condensed Consolidated Balance Sheets

 

    September 30, 2020  
    As previously              
    reported     Adjustment     As restated  
Demand loan   $ 50,000     $ (50,000 )   $ -  
Note payable - related party, net of debt discount     3,295       (3,295 )     -  
Note payable, net of debt discount and issuance costs     990,122       (16,705 )     973,417  
Derivative liability     -       3,061,688       3,061,688  
                         
Total Current Liabilities     2,742,147       2,991,688       5,733,835  
                         
Total Liabilities     3,320,534       2,991,688       6,312,222  
                         
Additional paid in capital     67,812,570       (388,633 )     67,423,937  
Accumulated deficit     (65,302,489 )     (2,603,055 )     (67,905,544 )
Total stockholders' deficit   $ 2,402,394     $ (2,991,688 )   $ (589,294 )

 

Creatd, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

 

    For the Three Months Ended
September 30, 2020		     For the Nine Months Ended
September 30, 2020		  
    As previously reported     Adjustment     As restated     As previously reported     Adjustment     As restated  
                                     
Accretion of debt discount and issuance cost   $ (6,370,557 )   $ 2,312,271     $ (4,058,286 )   $ (6,697,778 )   $ 2,312,271     $ (4,385,507 )
Loss on extinguishment of debt     (88,734 )     (4,915,326 )     (5,004,060 )     (623,774 )     (4,915,326 )     (5,539,100 )
                                                 
Other expenses, net     (6,551,779 )     (2,603,055 )     (9,154,834 )     (8,318,566 )     (2,603,055 )     (10,921,621 )
                                                 
Loss before income tax provision     (13,575,643 )     (2,603,055 )     (16,178,698 )     (20,703,631 )     (2,603,055 )     (23,306,686 )
                                                 
Net loss   $ (13,575,643 )   $ (2,603,055 )   $ (16,178,698 )   $ (20,703,631 )   $ (2,603,055 )   $ (23,306,686 )
                                                 
Net loss attributable to common shareholders     (13,594,064 )     (2,603,055 )     (16,197,119 )     (20,722,052 )     (2,603,055 )     (23,325,107 )
                                                 
Other comprehensive income                                                
                                                 
Comprehensive loss   $ (13,569,908 )   $ (2,603,055 )   $ (16,172,963 )   $ (20,726,426 )   $ (2,603,055 )   $ (23,329,481 )
                                                 
Per-share data                                                
Basic and diluted loss per share   $ (3.20 )   $ (0.61 )   $ (3.81 )   $ (5.91 )   $ (0.74 )   $ (6.65 )
                                                 
Weighted average number of common shares outstanding     4,254,300       -       4,254,300       3,506,393       -       3,506,393  

 

Creatd, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

    For the Nine Months Ended  
    September 30, 2020  
    As previously
reported		     Adjustment     As restated  
                   
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net loss   $ (20,703,631 )   $ (2,603,055 )   $ (23,306,686 )
Adjustments to reconcile net loss to net cash used in operating activities:                        
Accretion of debt discount and issuance cost     6,697,778       (2,312,271 )     4,385,507  
Loss on extinguishment of debt     623,774       4,915,326       5,539,100  
Net Cash Used In Operating Activities   $ (5,032,488 )   $ -     $ (5,032,488 )
v3.21.1
Subsequent Events
 12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 15 – Subsequent Events  

 

Subsequent to December 30, 2020, a lender converted $71,400 in outstanding debt into 35,469 shares of Common Stock. 

 

Subsequent to December 31, 2020, the Company issued 1,473,000 stock options to employees of the Company. These stock options have an exercise price of $5.65 and vest partially 1 year from issuance and partially 2 years from issuance.

 

Subsequent to December 31, 2020, a total of 333,130 warrants were exercised, resulting in net proceeds to the Company of $1,272,672, the cancellation of 333,130 warrants, and the issuance of 302,434 shares of Common Stock.

 

Subsequent to December 31, 2020 the Company issued a total of 120,000 shares to consultants.

 

Subsequent to December 31, 2020 the Company entered into a Membership Interest Purchase Agreement under which the Company made an investment of $100,000 to the seller in exchange for 3.3% of membership interest in the entity and invested $100,000 into a promissory note with an interest rate of 10% per annum.

 

Subsequent to December 31, 2020 a total of 21 shareholders converted 6,198.78 shares of Series E Convertible Preferred Stock into 1,490,233 shares of the Company's Common Stock.

 

Subsequent to December 31, 2020 the Company repaid 2 promissory notes and accrued interest totaling $992,420.
v3.21.1
Significant and Critical Accounting Policies and Practices (Policies)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.
Principles of consolidation

Principles of consolidation

 

The Company consolidates all majority-owned subsidiaries, if any, in which the parent's power to control exists.

 

As of December 31, 2020, the Company's consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate  State or other jurisdiction of
incorporation or organization		   Company
Ownership Interest		 
         
Jerrick Ventures LLC   Delaware    100%
Abacus Tech Pty Ltd   Australia    100%
Seller's Choice, LLC   New Jersey    100%
Jerrick Global, LLC   Delaware    100%
Jerrick Investment Advisors LLC   Delaware    100%
Jerrick Partners LLC   Delaware    100%
Maven Tech LLC   Delaware    100%
OG Collection LLC   Delaware    100%
VMENA LLC   Delaware    100%
Vocal For Brands, LLC   Delaware    100%
Vocal Ventures LLC   Delaware    100%
What to Buy, LLC   Delaware    100%

 

All inter-company balances and transactions have been eliminated.   
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The fair value measurement disclosures are grouped into three levels based on valuation factors:

 

  ● Level 1 – quoted prices in active markets for identical investments

 

  ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

 

  ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

 

The Company's Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2020 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

 

The Company's Level 2 assets/liabilities include certain of the Company's notes payable and capital lease obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.

 

The Company's Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities, when they are recorded at fair value due to an impairment charge. Inputs to determine fair value are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

 

The following table provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:

 

Fair Value Measurements as of

December 31, 2020

 

   Total   Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		   Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
Assets:                
Marketable securities - debt securities  $62,733   $             -   $              -   $62,733 
Marketable securities - equity securities   -    -    -    - 
Goodwill   1,035,795    -    -    1,035,795 
Total assets  $1,098,528   $-   $-   $1,098,528 
                     
Liabilities:                    
Derivative liabilities  $42,231   $-   $-   $42,231 
Total Liabilities   42,231   $-   $-   $42,231 

 

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2020:

 

   Fair Value   Valuation Methodology  Unobservable Inputs
           
Marketable securities - debt securities  $62,733   Discounted cash flow analysis  Expected cash flows from the investment
            
Goodwill  $1,035,795   Qualitative assessment per ASC 350-20-35  Discounted cash flow models
           Qualitative
            
Derivative liabilities  $42,231   Monte Carlo simulations  Risk free rate
           Expected volatility
           Drift rate

 

The following table provides a summary of the relevant assets that are measured at fair value on non-recurring basis: 

 

Fair Value Measurements as of

December 31, 2020

 

   Total   Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		   Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
Assets:                
Equity investments, at cost  $217,096   $             -   $             -   $217,096 
Intangible assets   960,611    -    -    960,611 
Total assets  $1,177,707   $-   $-   $1,177,707 

 

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2020:

 

    Fair Value     Valuation Methodology   Unobservable Inputs
               
Equity investments, at cost   $ 217,096     Qualitative assessment per ASC 321-10-35   Qualitative factors
                 
Intangible assets   $ 960,611     Lesser of cost or fair value  

Discounted cash flow models

Qualitative factors such as the value of customer attrition estimates, trade names and trademarks

 

The Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity components for similar instruments convertible into private company equity (Level 3). The investment was initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these convertible instruments and the expected recoverability of the note principal. The key assumption affecting the level 3 fair values would be collectability of the notes. The Company monitors for impairment indicators at each balance sheet date.

 

Marketable debt securities as of December 31, 2020 are as follows:

 

    Fair
Value
Hierarchy		     Cost     Unrealized
Gains
(Loss)		     Fair
Value		  
Marketable securities - debt securities   3     $ 62,733     $             -     $ 62,733  
                                 

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder's Equity for the year ended December 31, 2020 and 2019 was $0 and $0, respectively.

 

The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. The Company recognized a $50,000 credit loss on debt marketable securities.

 

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of December 31, 2020 are $0.

 

The change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2020 and 2019 was $(7,453) and $0, respectively.
Cash Equivalents

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

At times, cash balances may exceed the Federal Deposit Insurance Corporation ("FDIC") insurable limits. The Company has never experienced any losses related to these balances. As of December 31, 2020, and 2019, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2020 was approximately $7.7 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.
Property and Equipment

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

 

   Estimated
Useful Life
(Years)
    
Computer equipment and software  3
Furniture and fixtures  5

 

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. 
Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the year ended December 31, 2020.

 

Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

 

During the year ended December 31, 2020 the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined that the fair value of the reporting unit was more likely than not equal or greater than the carrying value, including Goodwill. Based on completion of this annual impairment test, no impairment was indicated
Investments

Investments

 

Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders' equity.

 

The Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC ("Sub-Topic 320-10"). Accrued interest on these securities is included in fair value and amortized cost.

 

Pursuant to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.

 

The Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment's amortized cost basis and its fair value at the balance sheet date.

 

The following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at fair value on a recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
December 31, 2020  $62,733 

 

The following table sets forth a summary of the changes in marketable securities – trading equity securities that are measured at fair value on a recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   38,272 
Loss on trading securities   (7,453)
Sale of marketable securities   (30,819)
December 31, 2020  $- 

 

We invest in debt and equity securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2020, all of our investments had maturities between one and three years. The marketable security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. On October 2, 2020, the Company converted $102,096 of a marketable debt security into 1.3% equity investment. The Company recognized an allowance for a credit loss on debt marketable securities.

 

The following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring basis:

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
December 31, 2020  $217,096 

 

The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately.

 

The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee's ability to continue as a going concern.
Commitments and Contingencies

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

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

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Foreign Currency

Foreign Currency

 

Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders' equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in SG&A, have not been significant in any period presented.
Derivative Liability

Derivative Liability

 

The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

   

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification ("Section 815-40-15") to determine whether an instrument (or an embedded feature) is indexed to the Company's own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions.  The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis.

 

The Company utilizes an Geometric Brownian Motion ("GBM") model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the GBM model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.
Revenue Recognition

Revenue Recognition

 

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

 

We determine revenue recognition through the following steps:

 

  ● identification of the contract, or contracts, with a customer;
     
  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners;

  

  ● allocation of the transaction price to the performance obligations in the contract; and
     
  ● recognition of revenue when, or as, we satisfy a performance obligation.

 

Revenue disaggregated by revenue source for the year ended December 31, 2020 and 2019 consists of the following:

 

   Year Ended 
   December 31, 
   2020   2019 
Managed Services  $747,174   $283,332 
Branded content   353,025    107,335 
Creator Subscriptions   70,623    31,997 
Affiliate sales   33,748    15,300 
Other revenue   8,300    15,042 
   $1,212,870   $453,0066 

 

Managed Services

 

The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client's total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met.

 

Branded Content

 

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed and any required milestones are met.

 

Below are the significant components of a typical agreement pertaining to branded content revenue:

 

  ●

The Company collects fixed fees ranging from $10,000 to $110,000.

     
  ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client.
     
  ● The articles are promoted per the contract and engagement reports are provided to the client.
     
  ● Most billing for contracts occurs 50% at signing and 50% upon completion of the services, with net payment terms varying per client.
     
  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee.

 

Creator Subscriptions

 

Vocal+ is a premium subscription offering for Vocal creators.  In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

 

The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Estimates are utilized for payments made for earnings through reads, by establishing the lifetime a subscriber has had a Vocal account, determining the percentage of that lifetime that the subscriber has been a paying customer, and applying that percentage to payments for earnings through reads in the relevant reporting period.

 

Affiliate Sales

 

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.
Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2020 and 2019, the Company had deferred revenue of $88,637 and $50,691, respectively.
Accounts Receivable and Allowances

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2020 the Company recorded $53,692 as a bad debt expense. As of December 31, 2020 and 2019, the Company has an allowance for doubtful accounts of $80,509 and $33,503, respectively.
Stock-Based Compensation

Stock-Based Compensation

 

The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification ("ASC") 718 "Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

 

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

 

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate. 

 

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period, using the straight-line method. The vesting period is generally five years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur.
Income Taxes

Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. 

 

During the year ended December 31, 2020 and 2019, we recognized a $507,242 and $292,383 respectively, benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company.
Loss Per Share

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2020 and 2019 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at December 31, 2020 and 2019:

 

   December 31, 
   2020   2019 
Options   541,021    911,500 
Warrants   3,228,235    742,221 
Convertible notes - related party   -    5,438 
Convertible notes   -    724,751 
Totals   3,769,256    2,383,910 
Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

 

The Company invests in equity and debt securities. The Company's investments in debt securities are classified at the date of purchase as available-for-sale securities. Debt securities are reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as an accumulated other comprehensive income component of stockholder's equity until such gains or losses are realized. In accordance with Accounting Standards Update ("ASU") 2016-01, Equity securities are now reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as a gain or loss on the statement of operations.

 

In November 2019, the FASB issued ASU No. 2019-10, "Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): The mandatory effective dates for Credit Losses in this Update (ASU 2019-10) are as follows: 1. Public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those 2. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2019-10 had a material impact on the Company's Consolidated Financial Statements because it deferred the adoption of ASU 2016-13.

 

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-16 did not have a material impact on the Company's consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). The updated guidance, which became effective for fiscal years beginning after December 15, 2019, did not have a material impact on the Company's consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements for fair value measurements. The adoption of ASU 2018-13 did not have a material impact on the Company's consolidated financial statements.  

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in ASC 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. The adoption of ASU 2018-15 did not have a material impact on the Company's consolidated financial statements.
Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

 

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes"). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.
v3.21.1
Significant and Critical Accounting Policies and Practices (Tables)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities
Name of combined affiliate   State or other jurisdiction of
incorporation or organization		     Company
Ownership Interest		  
             
Jerrick Ventures LLC     Delaware       100 %
Abacus Tech Pty Ltd     Australia       100 %
Seller's Choice, LLC     New Jersey       100 %
Jerrick Global, LLC     Delaware       100 %
Jerrick Investment Advisors LLC     Delaware       100 %
Jerrick Partners LLC     Delaware       100 %
Maven Tech LLC     Delaware       100 %
OG Collection LLC     Delaware       100 %
VMENA LLC     Delaware       100 %
Vocal For Brands, LLC     Delaware       100 %
Vocal Ventures LLC     Delaware       100 %
What to Buy, LLC     Delaware       100 %
Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis
    Total     Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		     Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		     Significant
Unobservable
Inputs
(Level 3)		  
Assets:                        
Marketable securities - debt securities   $ 62,733     $              -     $               -     $ 62,733  
Marketable securities - equity securities     -       -       -       -  
Goodwill     1,035,795       -       -       1,035,795  
Total assets   $ 1,098,528     $ -     $ -     $ 1,098,528  
                                 
Liabilities:                                
Derivative liabilities   $ 42,231     $ -     $ -     $ 42,231  
Total Liabilities     42,231     $ -     $ -     $ 42,231  

 

    Total     Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)		     Quoted
Prices
for Similar
Assets or
Liabilities in
Active
Markets
(Level 2)		     Significant
Unobservable
Inputs
(Level 3)		  
Assets:                        
Equity investments, at cost   $ 217,096     $              -     $              -     $ 217,096  
Intangible assets     960,611       -       -       960,611  
Total assets   $ 1,177,707     $ -     $ -     $ 1,177,707  

 

    Fair
Value
Hierarchy		     Cost     Unrealized
Gains
(Loss)		     Fair
Value		  
Marketable securities - debt securities   3     $ 62,733     $             -     $ 62,733  
                                 
Schedule of fair value measurement inputs and valuation techniques
   Fair Value   Valuation Methodology  Unobservable Inputs
           
Marketable securities - debt securities  $62,733   Discounted cash flow analysis  Expected cash flows from the investment
            
Goodwill  $1,035,795   Qualitative assessment per ASC 350-20-35  Discounted cash flow models
           Qualitative
            
Derivative liabilities  $42,231   Monte Carlo simulations  Risk free rate
           Expected volatility
           Drift rate

 

    Fair Value     Valuation Methodology   Unobservable Inputs
               
Equity investments, at cost   $ 217,096     Qualitative assessment per ASC 321-10-35   Qualitative factors
                 
Intangible assets   $ 960,611     Lesser of cost or fair value  

Discounted cash flow models

Qualitative factors such as the value of customer attrition estimates, trade names and trademarks
Schedule of property and equipment estimated useful lives
   Estimated
Useful Life
(Years)
    
Computer equipment and software  3
Furniture and fixtures  5
Schedule of changes in marketable securities

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
December 31, 2020  $62,733 

 

   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $- 
Purchase of marketable securities   38,272 
Loss on trading securities   (7,453)
Sale of marketable securities   (30,819)
December 31, 2020  $- 
Schedule of changes in equity investments, at cost that are measured at fair value
   For the year
ended
December 31,
2020		 
   Total 
Beginning of period  $                      - 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
December 31, 2020  $217,096
Schedule of revenue disaggregated by revenue
    Year Ended  
    December 31,  
    2020     2019  
Managed Services   $ 747,174     $ 283,332  
Branded content     353,025       107,335  
Creator Subscriptions     70,623       31,997  
Affiliate sales     33,748       15,300  
Other revenue     8,300       15,042  
    $ 1,212,870     $ 453,0066  
Schedule of common stock equivalents
   December 31, 
   2020   2019 
Options   541,021    911,500 
Warrants   3,228,235    742,221 
Convertible notes - related party   -    5,438 
Convertible notes   -    724,751 
Totals   3,769,256    2,383,910
v3.21.1
Acquisition of Seller’s Choice (Tables)
 12 Months Ended
Dec. 31, 2020
Merger Agreement [Abstract]  
Schedule of merger transaction
    Shares     Amount  
Consideration paid:                
Cash paid           $ 340,000  
Common stock issued at closing (1)     111,111       1,166,669  
Note payable             660,000  
Total consideration paid           $ 2,166,669  
                 
Total consideration           $ 2,166,669  

 

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.
Schedule of pro-forma combined results of operations
   Year Ended 
   December 31,
2019		 
Revenues, net  $1,121,521 
Net loss attributable to common shareholders  $(8,176,763)
Net loss per share  $(2.90)
Weighted average number of shares outstanding   2,818,365
v3.21.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment stated at cost, less accumulated depreciation and amortization
   December 31,
2020		   December 31,
2019		 
Computer Equipment  $284,928   $239,940 
Furniture and Fixtures   86,888    86,888 
Leasehold Improvements   -    - 
    371,816    326,828 
Less: Accumulated Depreciation   (315,558)   (284,465)
   $56,258   $42,363 
v3.21.1
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of notes payable
    Outstanding Principal as of            
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Maturity Date
Seller's Choice Note    $ 660,000      $ 660,000       30 %   September 2020
The First March 2020 Loan Agreement     -       -       25 %   September 2020
The Second March 2020 Loan Agreement     -       -       19 %   September 2021
The May 2020 PPP Loan Agreement     412,500       -       1 %   April 2022
The April 2020 PPP Loan Agreement     282,432       -       1 %   May 2022
The June 2020 Loan Agreement     -       -       15 %   July 2020
The September 2020 Loan Agreement     -       -       12.5 %   March 2021
The November 2020 Loan Agreement     23,716       -       14 %   May 2021
      1,378,648       660,000              
Less: Debt Discount     -       -              
Less: Debt Issuance Costs     -       -              
      1,378,648       660,000              
Less: Current Debt     (1,185,611 )     -              
Total Long-Term Debt   $ 193,037     $ -              
Schedule of principal payments due on notes payable
Twelve months ended December 31,    
2021  $1,185,611 
2022   193,037 
   $1,378,648 
v3.21.1
Convertible Note Payable (Tables)
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
    Outstanding Principal
as of		                     Warrants granted  
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Conversion
Price		     Maturity
Date		   Quantity     Exercise
Price		  
The February 2018 Convertible Note Offering    $              -     $  75,000       15 %    $ 12.00 (*)   January – February 2020     84,639       12.00  
The March 2018 Convertible Note Offering     -       75,000       14 %     12.00 (*)   March – April 2020     80,114       12.00  
The February 2019 Convertible Note Offering     -       2,311,703       10 %     15.00 (*)   February – March 2020     44,396       18.00  
The November 2019 Convertible Note Offering     -       559,433       12 %     13.50 (*)   May – June 2020     -       -  
The First January 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   July – August 2020     -       -  
The First February 2020 convertible Loan Agreement     -       -       10 %   $ 12.00 (*)   August 2020     -       -  
The Second February 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   February 2021     6,666       15.00  
The Third February 2020 convertible Loan Agreement     -       -       12 %   $ 13.50 (*)   February 2021     41,665       15.00  
The April 2020 Convertible Note Offering     -       -       12 %   $ 13.50 (*)   October 2020     -       -  
The June 2020 Convertible Loan Agreement     -       -       12 %   $  - (*)   June 2021     49,603       11.55  
The First July 2020 convertible Loan Agreement     -       -       10 %   $  - (*)   June 2021     -       -  
The Second July 2020 convertible Loan Agreement     -       -       12 %   $  - (*)   July 2021     6,667       12  
The July 2020 Convertible Note Offering     -       -       10 %   $  12.75 (*)   January – March 2021     30,589       12.75  
The August 2020 convertible Loan Agreement                     10 %   $  - (*)   August 2021     -       -  
The September 2020 convertible Loan Agreement     341,880       -       12 %   $ - (*)   September 2021     85,555       5  
The October 2020 convertible Loan Agreement     169,400       -       6 %   $ - (*)   October 2021     -       -  
The First December 2020 convertible Loan Agreement     600,000       -       12 %   $ - (*)   December 2021     -       -  
The Second December 2020 convertible Loan Agreement     169,400       -       6 %   $  - (*)   December 2021     -       -  
      1,280,680       3,021,136                                      
Less: Debt Discount     (309,637 )     (124,096 )                                    
Less: Debt Issuance Costs     (73,527 )     (614 )                                    
      897,516       2,896,425                                      
Less: Current Debt     (897,516 )     (2,896,425 )                                    
Total Long-Term Debt   $ -     $ -                                      
v3.21.1
Related Party (Tables)
 12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party
    Outstanding Principal as of                 Warrants granted  
    December 30,
2020		     December 31,
2019		     Interest
Rate		     Maturity
Date		     Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering    $               -      $ 400       14 %     April 2020       19,950      $ 12.00  
The February 2019 Convertible Note Offering     -       20,000       10 %     May 2020       440       18.00  
The July 2020 Convertible Note Offering     -       -       10 %     January 2020       3,922       12.75  
      -       20,400                                  
Less: Debt Discount     -       (13 )                                
Less: Debt Issuance Costs     -       -                                  
      -       20,387                                  
Less: Current Debt     -       (20,387 )                                
Total Long-Term Debt   $ -     $ -                                  
Schedule of notes payable - related party
    Outstanding Principal as of                 Warrants granted  
    December 31,
2020		     December 31,
2019		     Interest
Rate		     Maturity
Date		     Quantity     Exercise
Price		  
The June 2018 Frommer Loan Agreement    $ -      $ 10,000       6 %     August 17, 2018       500      $ 12.00  
The July 2018 Schiller Loan Agreements     -       20,863       6 %     August 17, 2018       2,500       12.00  
The June 2019 Loan Agreement     -       4,825,000       12.5 %     December 3, 2019       -       -  
The December 2019 Gravitas Loan Agreement     -       300,000       6.7 %     March 1, 2020       -       -  
The First January 2020 Loan Agreement     -       -       6 %     January 2020       -       -  
The Second January 2020 Loan Agreement     -       -       5 %     January 2020       50       18.00  
The Third January 2020 Loan Agreement     -       -       10 %     January 2020       75       18.00  
The Fourth January 2020 Loan Agreement     -       -       7 %     February 2020       -       -  
The January 2020 Rosen Loan Agreement     -       -       -       February 2020       -       -  
The February 2020 Banner Loan Agreement     -       -       -       February 2020       49       18.00  
The February 2020 Frommer Loan Agreement     -       -       -       February 2020       15       18.00  
The February 2020 Loan Agreement     -       -       5 %     March 2020       75       18.00  
The July 2020 Loan Agreement     -       -       5 %     August 2020       25       18.00  
The September 2020 Goldberg Loan Agreement     16,705       -       7 %     September 2022       -       -  
The September 2020 Rosen Loan Agreement     3,295       -       7 %     September 2022       -       -  
      20,000       5,155,863                                  
Less: Debt Discount     (17,068 )     -                                  
Less: Debt Issuance Costs     -       (26,521 )                                
      2,932       5,129,342                                  
Less: Current Debt     (2,932 )     (5,129,342 )                                
    $ -     $ -                                  
v3.21.1
Derivative Liabilities (Tables)
 12 Months Ended
Dec. 31, 2020
Derivative Liability [Abstract]  
Schedule of changes in the derivative liabilities
   Year Ended
December 31, 2017		 
   Level 1   Level 2   Level 3 
Derivative liabilities as January 1, 2020  $-   $-   $- 
Addition   -    -    3,061,688 
Conversion   -    -      
Extinguishment Expense             - 
Changes in fair value   -    -    (3,019,457)
Derivative liabilities as December 31, 2020  $-   $-   $42,231 
v3.21.1
Stockholders' Deficit (Tables)
 12 Months Ended
Dec. 31, 2020
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity

    December 30,
2020		     December 30,
2019		  
Exercise price   $ 8.55     $ 13.2 - 6.60  
Expected dividends     0 %     0 %
Expected volatility     229.95 %     102.76 %
Risk free interest rate     0.25 %     1.61 %
Expected life of option     5.67 years       10 years  
Schedule of assumptions used for warrants granted
    Options     Weighted
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Life
(in years)		  
Balance – December 31, 2018 – outstanding     294,158     $ 25.2       3.27  
Granted     9,667       9.66       10.01  
Exercised     -       -       -  
Cancelled/Modified     -       -       -  
Balance – December 31, 2019 – outstanding     303,825       24.48       2.51  
Balance – December 31, 2019 – exercisable     303,825       24.48       2.51  
                         
Balance – December 31, 2019 – outstanding     303,825       24.48       2.51  
Granted     391,853       8.55       5.67  
Exercised     -       -       -  
Cancelled/Modified     (154,657 )     25.17       -  
Balance – December 31, 2020 – outstanding     541,021       12.75       4.29  
Balance – December 31, 2020 – exercisable     149,168     $ 23.77       1.75
Schedule of outstanding and exercisable

 

Option Outstanding

    Option Exercisable 
 Exercise price    Number Outstanding    Weighted
Average
Remaining
Contractual
Life (in years)		    Weighted
Average
Exercise
Price		    Number Exercisable    Weighted
Average
Remaining Contractual
Life (in years)		 
$12.75    541,021    4.29    23.77    149,168    1.75 
Warrant [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity

    December 31,  
2020 		    December 31,
2019  		  
Exercise price   $ 4.50 - 18.00     $ 18.00  
Expected dividends     0 %     0 %
Expected volatility     234.03% - 247 %      78.5%-116.92 %
Risk free interest rate     0.21% - 1.63 %     1.32% - 2.75 %
Expected life of warrant     5 years        4 – 5 years
Schedule of assumptions used for warrants granted

   Warrant   Weighted
Average
Exercise
Price		 
Balance – December 31, 2018 – outstanding   1,849,380   $16.20 
Granted   154,607    17.67 
Exercised   -    - 
Cancelled/Modified   (1,756,584)   15.96 
Balance – December 31, 2019 – outstanding   247,403    15.75 
Balance – December 31, 2019 – exercisable   247,403    15.75 
           
Balance – December 31, 2019 – outstanding   247,403    15.75 
Granted   5,921,071    4.70 
Exercised   -    - 
Cancelled/Modified   (37,526)   13.31 
Balance – December 31, 2020 – outstanding   6,130,948    4.96 
Balance – December 31, 2020 – exercisable   3,228,235   $5.37 
Schedule of outstanding and exercisable

 Warrants Outstanding    Warrants Exercisable 
 Exercise price    Number
Outstanding		    Weighted
Average
Remaining
Contractual
Life
(in years)		    Weighted
Average
Exercise Price		    Number
Exercisable		    Weighted
Average
Exercise Price		 
$4.96    6,130,948    4.75    5.37    3,228,235    4.52 
v3.21.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2020
Leases [Abstract]  
Schedule of lease expense
    Year Ended
December 31,
2020		  
Operating lease cost   $ 54,157  
Short term lease cost     15,842  
Total net lease cost   $ 69,999  
Schedule of supplemental cash flow and other information related to leases
    Year Ended
December 31,
2020		  
Cash paid for amounts included in the measurement of lease liabilities:      
Operating lease payments     104,922  
         
Weighted average remaining lease term (in years):     2.5  
         
Weighted average discount rate:     13 %

 
Schedule of future minimum lease payments
Twelve Months Ending December 31,      
2021   $ 108,983  
2022     114,627  
2023     53,094  
Total   $ 276,704
v3.21.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Schedule of components of deferred tax assets
    December 31,
2020		     December 31,
2019		  
Net deferred tax assets – Non-current:            
Depreciation   $ (145,749 )   $ (63,676 )
Amortization     21,096       7,437  
Stock based compensation     1,653,617       659,384  
Expected income tax benefit from NOL carry-forwards     8,780,233       5,229,445  
Less valuation allowance     (10,309,197 )     (5,832,590 )
Deferred tax assets, net of valuation allowance   $ -     $ -  
Schedule of reconciliation of the federal statutory income tax rate
    For the
Year Ended
December 31,
2020		     For the
Year Ended
December 31,
2019		  
             
Federal statutory income tax rate     21.0 %     21.0 %
State tax rate, net of federal benefit     6.5 %     6.5 %
                 
Change in valuation allowance on net operating loss carry-forwards     (27.5 )%     (27.5 )%
                 
Effective income tax rate     0.0 %     0.0 %
Schedule of unrecognized tax benefit
    2019     2020  
Balance at January 1,   $ -     $ 68,000  
Additions based on tax positions relating to the current year     68,000       -  
Reductions for tax positions of prior years     -       (68,000 )
                 
Balance at December 31,   $ 68,000     $ -  
v3.21.1
Restatement of previously issued Interim Financial Statements (Tables)
 12 Months Ended
Dec. 31, 2020
Restatement of Previously Issued Financial Statements [Abstract]  
Schedule of condensed consolidated balance sheets
    September 30, 2020  
    As previously              
    reported     Adjustment     As restated  
Demand loan   $ 50,000     $ (50,000 )   $ -  
Note payable - related party, net of debt discount     3,295       (3,295 )     -  
Note payable, net of debt discount and issuance costs     990,122       (16,705 )     973,417  
Derivative liability     -       3,061,688       3,061,688  
                         
Total Current Liabilities     2,742,147       2,991,688       5,733,835  
                         
Total Liabilities     3,320,534       2,991,688       6,312,222  
                         
Additional paid in capital     67,812,570       (388,633 )     67,423,937  
Accumulated deficit     (65,302,489 )     (2,603,055 )     (67,905,544 )
Total stockholders' deficit   $ 2,402,394     $ (2,991,688 )   $ (589,294 )
Schedule of condensed consolidated statements of comprehensive loss
    For the Three Months Ended
September 30, 2020		     For the Nine Months Ended
September 30, 2020		  
    As previously reported     Adjustment     As restated     As previously reported     Adjustment     As restated  
                                     
Accretion of debt discount and issuance cost   $ (6,370,557 )   $ 2,312,271     $ (4,058,286 )   $ (6,697,778 )   $ 2,312,271     $ (4,385,507 )
Loss on extinguishment of debt     (88,734 )     (4,915,326 )     (5,004,060 )     (623,774 )     (4,915,326 )     (5,539,100 )
                                                 
Other expenses, net     (6,551,779 )     (2,603,055 )     (9,154,834 )     (8,318,566 )     (2,603,055 )     (10,921,621 )
                                                 
Loss before income tax provision     (13,575,643 )     (2,603,055 )     (16,178,698 )     (20,703,631 )     (2,603,055 )     (23,306,686 )
                                                 
Net loss   $ (13,575,643 )   $ (2,603,055 )   $ (16,178,698 )   $ (20,703,631 )   $ (2,603,055 )   $ (23,306,686 )
                                                 
Net loss attributable to common shareholders     (13,594,064 )     (2,603,055 )     (16,197,119 )     (20,722,052 )     (2,603,055 )     (23,325,107 )
                                                 
Other comprehensive income                                                
                                                 
Comprehensive loss   $ (13,569,908 )   $ (2,603,055 )   $ (16,172,963 )   $ (20,726,426 )   $ (2,603,055 )   $ (23,329,481 )
                                                 
Per-share data                                                
Basic and diluted loss per share   $ (3.20 )   $ (0.61 )   $ (3.81 )   $ (5.91 )   $ (0.74 )   $ (6.65 )
                                                 
Weighted average number of common shares outstanding     4,254,300       -       4,254,300       3,506,393       -       3,506,393  
Schedule of condensed consolidated statements of cash flows
    For the Nine Months Ended  
    September 30, 2020  
    As previously
reported		     Adjustment     As restated  
                   
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net loss   $ (20,703,631 )   $ (2,603,055 )   $ (23,306,686 )
Adjustments to reconcile net loss to net cash used in operating activities:                        
Accretion of debt discount and issuance cost     6,697,778       (2,312,271 )     4,385,507  
Loss on extinguishment of debt     623,774       4,915,326       5,539,100  
Net Cash Used In Operating Activities   $ (5,032,488 )   $ -     $ (5,032,488 )
v3.21.1
Organization and Operations (Details) - shares
Feb. 05, 2016
Sep. 11, 2019
Seller’s Choice, LLC [Member]    
Organization and Operations (Textual)    
Acquired percentage   100.00%
Kent Campbell [Member]    
Organization and Operations (Textual)    
Cancelled of common stock 39,091  
Series A Preferred Stock [Member]    
Organization and Operations (Textual)    
Issuance of common shares for cash 33,415  
Series B Preferred Stock [Member]    
Organization and Operations (Textual)    
Issuance of common shares for cash 8,064  
Great Plains Holdings Inc [Member]    
Organization and Operations (Textual)    
Issuance of common shares for cash 475,000  
v3.21.1
Significant and Critical Accounting Policies and Practices (Details)
 12 Months Ended
Dec. 31, 2020
Jerrick Ventures LLC [Member]  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Abacus Tech Pty Ltd [Member]  
Name of combined affiliate Abacus Tech Pty Ltd
State or other jurisdiction of incorporation or organization Australia
Company ownership interest 100.00%
Seller's Choice, LLC [Member]  
Name of combined affiliate Seller's Choice, LLC
State or other jurisdiction of incorporation or organization New Jersey
Company ownership interest 100.00%
Jerrick Global, LLC [Member]  
Name of combined affiliate Jerrick Global, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Investment Advisors LLC [Member]  
Name of combined affiliate Jerrick Investment Advisors LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Partners LLC [Member]  
Name of combined affiliate Jerrick Partners LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Maven Tech LLC [Member]  
Name of combined affiliate Maven Tech LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
OG Collection LLC [Member]  
Name of combined affiliate OG Collection LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
VMENA LLC [Member]  
Name of combined affiliate VMENA LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal For Brands, LLC [Member]  
Name of combined affiliate Vocal For Brands, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal Ventures LLC [Member]  
Name of combined affiliate Vocal Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
What to Buy, LLC [Member]  
Name of combined affiliate What to Buy, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Assets:    
Marketable securities - debt securities $ 62,733  
Marketable securities - equity securities  
Equity investments, at cost 217,096
Intangible assets 960,611  
Goodwill 1,035,795 1,035,795
Total assets 62,733
Liabilities:    
Derivative liabilities 42,231  
Total Liabilities 42,231  
Marketable securities - debt securities, cost 62,733  
Marketable securities - debt securities, Unrealized Gains (Loss)  
Marketable securities - debt securities, fair value 62,733  
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]    
Assets:    
Marketable securities - debt securities  
Marketable securities - equity securities  
Equity investments, at cost  
Intangible assets  
Goodwill  
Total assets  
Liabilities:    
Derivative liabilities  
Total Liabilities  
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]    
Assets:    
Marketable securities - debt securities  
Marketable securities - equity securities  
Equity investments, at cost  
Intangible assets  
Goodwill  
Total assets  
Liabilities:    
Derivative liabilities  
Total Liabilities  
Significant Unobservable Inputs (Level 3) [Member]    
Assets:    
Marketable securities - debt securities 62,733  
Marketable securities - equity securities  
Equity investments, at cost 217,096  
Intangible assets 960,611  
Goodwill 1,035,795  
Total assets 1,098,528  
Liabilities:    
Derivative liabilities 42,231  
Total Liabilities $ 42,231  
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 2)
 12 Months Ended
Dec. 31, 2020
USD ($)
Derivative liabilities [Member]  
Fair Value $ 42,231
Valuation Methodology Monte Carlo simulations
Unobservable Inputs Risk free rate Expected volatility Drift rate
Marketable securities - debt securities [Member]  
Fair Value $ 62,733
Valuation Methodology Discounted cash flow analysis
Unobservable Inputs Expected cash flows from the investment
Equity investments, at cost [Member]  
Fair Value $ 217,096
Valuation Methodology Cost, or observable price changes
Unobservable Inputs Not applicable
Intangible assets [Member]  
Fair Value $ 960,611
Valuation Methodology Lesser of cost or fair value
Unobservable Inputs Discounted cash flow models
Goodwill [Member]  
Fair Value $ 1,035,795
Valuation Methodology Qualitative assessment per ASC 350-20-35
Unobservable Inputs Discounted cash flow models Qualitative
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 3)
 12 Months Ended
Dec. 31, 2020
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
Furniture and fixtures [Member]  
Property and Equipment, Estimated Useful Life (Years) 5 years
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 4)
 12 Months Ended
Dec. 31, 2020
USD ($)
Conversion of marketable securities $ 102,096
Marketable Securities - Debt Securities [Member]  
Beginning of period
Purchase of marketable securities 210,000
Interest due at maturity 4,829
Change to Other than temporary impairment (50,000)
Conversion of marketable securities (102,096)
December 31, 2020 62,733
Marketable Securities - Trading Securities [Member]  
Beginning of period
Purchase of marketable securities 38,272
Loss on trading securities (7,453)
Sale of marketable securities (30,819)
December 31, 2020
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 5)
 12 Months Ended
Dec. 31, 2020
USD ($)
Significant And Critical Accounting Policies And Practices  
Beginning of period
Purchase of equity investments 115,000
Conversion of marketable securities 102,096
Ending of period $ 217,096
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 6) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 1,212,870 $ 453,006
Managed Services [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 747,174 283,332
Branded content [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 353,025 107,335
Creator Subscriptions [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 70,623 31,997
Affiliate sales [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 33,748 15,300
Other revenue [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 8,300 $ 15,042
v3.21.1
Significant and Critical Accounting Policies and Practices (Details 7) - shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 3,769,256 2,383,910
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 5,438
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 724,751
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 541,021 911,500
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 3,228,235 742,221
v3.21.1
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)
 12 Months Ended
Oct. 02, 2020
Dec. 31, 2020
Dec. 31, 2019
Significant and Critical Accounting Policies and Practices (Textual)      
Description of investments   Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2020, all of our investments had maturities between one and three years.  
Deferred revenue   $ 88,637 $ 50,691
Included in other expenses   $ (7,453) 0
Liquid investments purchase maturity, description   Liquid investments with a maturity of three months or less.  
Payment related percentage, description   The client pays 50% at signing and 50% upon completion.  
Managed services, description   Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month.  
Fixed fees ranging, description   The Company collects fixed fees ranging from $10,000 to $110,000.  
Marketable equity securities   $ 0  
Bad debt expense   53,692  
Allowance for doubtful accounts   80,509 33,503
Net unrealized holding gain (loss) on debt securities   0 0
Benefit for research and development tax credits   507,242 292,383
Marketable debt security $ 102,096    
Equity investment, percentage 1.30%    
Cash excess amounts   250,000 250,000
Uninsured cash balance   7,700,000  
Loss on debt marketable securities   $ (7,453)
Subscription [Member]      
Significant and Critical Accounting Policies and Practices (Textual)      
Payment related percentage, description   Vocal+ is a premium subscription offering for Vocal creators.  In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.  
Warrants [Member] | Maximum [Member]      
Significant and Critical Accounting Policies and Practices (Textual)      
Monthly services ranging   $ 75,000  
Affiliate sales percentage   20.00%  
Warrants [Member] | Minimum [Member]      
Significant and Critical Accounting Policies and Practices (Textual)      
Monthly services ranging   $ 5,000  
Affiliate sales percentage   2.00%  
v3.21.1
Going Concern (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
Going Concern (Textual)  
Accumulated deficit $ 71,800,000
Net loss 24,200,000
Net cash used in operating activities $ 7,300,000
v3.21.1
Acquisition of Seller’s Choice (Details) - Seller's Choice [Member]
Sep. 11, 2019
USD ($)
shares
Cash paid $ 340,000
Common stock issued at closing 1,166,669 [1]
Note payable 660,000
Total consideration paid 2,166,669
Total consideration $ 2,166,669
Common stock to be issued at closing, shares | shares 111,111
[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.
v3.21.1
Acquisition of Seller’s Choice (Details 1) - Seller's Choice [Member]
 12 Months Ended
Dec. 31, 2019
USD ($)
$ / shares
shares
Revenues, net $ 1,121,521
Net loss attributable to common shareholders $ (8,176,763)
Net loss per share | $ / shares $ (2.90)
Weighted average number of shares outstanding | shares 2,818,365
v3.21.1
Acquisition of Seller’s Choice (Details Textual) - Seller's Choice [Member]
Sep. 11, 2019
USD ($)
$ / shares
shares
Common stock | shares 111,111
Cash $ 340,000
Promissory note in principal amount $ 660,000
Promissory note bearing interest rate 100.00%
Merger transaction share price | $ / shares $ 10.50
v3.21.1
Property and Equipment (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Property and Equipment Gross $ 371,816 $ 326,828
Less: Accumulated Depreciation (315,558) (284,465)
Property and Equipment, Net 56,258 42,363
Computer Equipment [Member]    
Property and Equipment Gross 284,928 239,940
Furniture and Fixtures [Member]    
Property and Equipment Gross 86,888 86,888
Leasehold Improvements [Member]    
Property and Equipment Gross
v3.21.1
Property and Equipment (Details Textual) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Property And Equipment    
Depreciation expense $ 31,094 $ 19,053
v3.21.1
Equity investments, at cost (Details) - USD ($)
Oct. 23, 2020
Oct. 02, 2020
Minority Investment in Business [Abstract]    
Marketable debt security   $ 102,096
Converted into shares of preferred stock   119,355
Equity investment ownership percentage 3.80% 1.30%
Purchased of ownership amount $ 115,000  
v3.21.1
Notes Payable (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 1,221,539 $ 660,000
Less: Debt Issuance Costs (26,521)
Total Long-Term Debt 213,037
Notes Payable [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal 1,378,648 660,000
Less: Debt Discount
Less: Debt Issuance Costs
Total Short-Term Debt 1,378,648 660,000
Less: Current Debt (1,185,611)
Total Long-Term Debt $ 193,037
Notes Payable [Member] | The First March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 25.00%  
Interest and principal both due date Sep. 30, 2020  
Notes Payable [Member] | The Second March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 19.00%  
Interest and principal both due date Sep. 30, 2021  
Notes Payable [Member] | The May 2020 PPP Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 412,500
Interest Rate 1.00%  
Interest and principal both due date Apr. 30, 2022  
Notes Payable [Member] | The April 2020 PPP Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 282,432
Interest Rate 1.00%  
Interest and principal both due date May 31, 2022  
Notes Payable [Member] | The June 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 15.00%  
Interest and principal both due date Jul. 31, 2020  
Notes Payable [Member] | The September 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal
Interest Rate 12.50%  
Interest and principal both due date Mar. 31, 2021  
Notes Payable [Member] | The November 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 23,716
Interest Rate 14.00%  
Interest and principal both due date May 31, 2021  
Notes Payable [Member] | Seller's Choice Note [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 660,000 $ 660,000
Interest Rate 30.00%  
Interest and principal both due date Sep. 30, 2020  
v3.21.1
Notes Payable (Details 1)
Dec. 31, 2020
USD ($)
Twelve months ended December 31,  
2021 $ 1,185,611
2022 193,037
Total $ 1,378,648
v3.21.1
Notes Payable (Details Textual)
 1 Months Ended 12 Months Ended
Sep. 11, 2019
USD ($)
Jul. 30, 2020
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Nov. 24, 2020
USD ($)
Oct. 06, 2020
USD ($)
Sep. 15, 2020
$ / shares
Sep. 02, 2020
USD ($)
Jun. 03, 2020
USD ($)
Jun. 03, 2020
AUD ($)
May 04, 2020
USD ($)
Apr. 30, 2020
USD ($)
Mar. 26, 2020
USD ($)
Mar. 23, 2020
USD ($)
Notes Payable (Textual)                            
Exercisable price | $ / shares             $ 4.50              
Repaid principal     $ 492,665 $ 50,000                    
The July 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note   $ 5,000 $ 5,000                      
Maturity date     Aug. 31, 2020                      
Interest Rate   5.00% 5.00%                      
Warrants purchase of common stock | shares   25                        
Purchase price | $ / shares   $ 18.00                        
Warrant term   5 years                        
Notes conversion, description     The maturity date of the July 2020 Note was August 06, 2020 (the "July 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2020 Note were due.                      
Debt discount   $ 316                        
Accrued interest     $ 250                      
The First March 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note                           $ 11,000
Interest Rate                           25.00%
Notes conversion, description     The maturity date of the First March 2020 Note was September 23, 2020 (the "First March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due.                      
Principal payments     $ 11,000                      
Unpaid interest     $ 2,695                      
The Second March 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note                         $ 17,000  
Interest Rate                         19.00%  
Notes conversion, description     The maturity date of the Second March 2020 Note was September 17, 2020 (the "Second March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due.                      
Principal payments     $ 17,000                      
Unpaid interest     $ 1,398                      
The April 2020 PPP Loan Agreement [Member]                            
Notes Payable (Textual)                            
Interest Rate                       1.00%    
Notes conversion, description     The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020.                      
Accrued interest     $ 1,896                      
Principal amount                       $ 282,432    
The May 2020 PPP Loan Agreement [Member]                            
Notes Payable (Textual)                            
Interest Rate                     1.00%      
Notes conversion, description     The Loan, which was in the form of a Note dated May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020.                      
Accrued interest     $ 2,724                      
Principal amount                     $ 412,500      
The June 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note                 $ 351,692          
Interest Rate                 15.00% 15.00%        
Notes conversion, description     The maturity date of the June 2020 Note was July 31, 2020 (the "June 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency.                      
Principal payments     $ 510,649                      
Unpaid interest     $ 14,814                      
The June 2020 Loan Agreement [Member] | AUD [Member]                            
Notes Payable (Textual)                            
Promissory note           $ 510,649       $ 510,649        
The September 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note               $ 25,000            
Interest Rate               12.50%            
Notes conversion, description     The maturity date of the September 2020 Note is March 1, 2021 (the “September 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the September 2020 Note are due.                      
Principal payments     $ 25,000                      
Unpaid interest     $ 2,834                      
The November 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note         $ 34,000                  
Interest Rate         14.00%                  
Notes conversion, description     The maturity date of the November 2020 Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the November 2020 Note are due.                      
Principal payments     $ 10,284                      
The October 2020 Loan Agreement [Member]                            
Notes Payable (Textual)                            
Promissory note     $ 53,128                      
Interest Rate     14.00%                      
Notes conversion, description     The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit.                      
Accrued interest     $ 2,451                      
The October 2020 Loan Agreement [Member] | AUD [Member]                            
Notes Payable (Textual)                            
Promissory note     $ 74,300                      
Seller's Choice Purchase Agreement [Member]                            
Notes Payable (Textual)                            
Maturity date Mar. 11, 2020                          
Interest Rate 9.50%                          
Aggregate principal amount $ 660,000                          
Notes conversion, description     Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding.                      
Principal payments       0                    
Unpaid interest     $ 68,970 $ 16,198                    
Accrued interest $ 20,201,231   $ 154,485                      
v3.21.1
Convertible Note Payable (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Short-term Debt [Line Items]    
Outstanding Principal $ 1,280,680 $ 3,021,136
Less: Debt Discount (309,637) (124,096)
Less: Debt Issuance Costs (73,527) (614)
Total 897,516 2,896,425
Less: Current Debt (897,516) (2,896,425)
Total Long-Term Debt
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 75,000
Interest Rate 15.00%  
Conversion Price [1] $ 12.00  
Warrants granted, Quantity 84,639  
Warrants granted, Exercise Price 12.00  
The February 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2020  
The February 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 75,000
Interest Rate 14.00%  
Conversion Price [1] $ 12.00  
Warrants granted, Quantity 80,114  
Warrants granted, Exercise Price 12.00  
The March 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The March 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Apr. 30, 2020  
The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 2,311,703
Interest Rate 10.00%  
Conversion Price [1] $ 15.00  
Warrants granted, Quantity 44,396  
Warrants granted, Exercise Price 18.00  
The February 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The February 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The November 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 559,433
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The November 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date May 31, 2020  
The November 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jun. 30, 2020  
The First January 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The First January 2020 convertible Loan Agreement [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jul. 31, 2020  
The First January 2020 convertible Loan Agreement [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Aug. 31, 2020  
The First February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1] $ 12.00  
Maturity Date Aug. 31, 2020  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The Second February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Feb. 28, 2021  
Warrants granted, Quantity 6,666  
Warrants granted, Exercise Price 15.00  
The Third February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Feb. 28, 2021  
Warrants granted, Quantity 41,665  
Warrants granted, Exercise Price 15.00  
The April 2020 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Oct. 31, 2020  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The June 2020 Convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Jun. 30, 2021  
Warrants granted, Quantity 49,603  
Warrants granted, Exercise Price 11.55  
The First July 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1]  
Maturity Date Jun. 30, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The Second July 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Jul. 31, 2021  
Warrants granted, Quantity 6,667  
Warrants granted, Exercise Price 12  
The July 2020 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1] $ 12.75  
Warrants granted, Quantity 30,589  
Warrants granted, Exercise Price 12.75  
The July 2020 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2021  
The July 2020 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2021  
The August 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1]  
Maturity Date Aug. 31, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The September 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 341,880
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Sep. 30, 2021  
Warrants granted, Quantity 85,555  
Warrants granted, Exercise Price 5  
The October 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 169,400
Interest Rate 6.00%  
Conversion Price [1]  
Maturity Date Oct. 31, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The First December 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 600,000
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Dec. 31, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The Second December 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 169,400
Interest Rate 6.00%  
Conversion Price [1]  
Maturity Date Dec. 31, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
[1] As subject to adjustment as further outlined in the notes
v3.21.1
Convertible Note Payable (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Dec. 09, 2020
Jul. 03, 2020
Jun. 19, 2020
Sep. 23, 2020
Sep. 15, 2020
Aug. 17, 2020
Jul. 17, 2020
Apr. 30, 2020
Feb. 25, 2020
Feb. 11, 2020
Feb. 28, 2018
Sep. 30, 2020
Mar. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 30, 2020
Oct. 02, 2020
Mar. 31, 2020
Feb. 04, 2020
Convertible Note Payable (Textual)                                        
Received proceeds                           $ 1,501,661          
Debt issuance costs                           $ 26,521          
Issuance of warrants         331,456                   14,148          
Exercise price         $ 4.50                              
Conversion shares fair value                           71,400            
Repaid principal                           492,665 $ 50,000          
Loss on debt extinguishment                           (5,586,012) (162,860)          
Loss on extinguishment of debt                           (5,586,012) (162,860)          
The January 2020 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Convertible note                                     $ 87,473  
Unpaid interest                           8,275            
Converted principal amount                           $ 87,473            
Note accrues interest rate                           12.00%            
Fixed conversion price per share                           $ 13.50            
Received proceeds                           $ 1,500,000            
Debt discount                           12,473            
Principal amount of convertible notes                           $ 1,500,000            
Maturity date, description                           The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.            
Common Stock, No Par Value                           $ 0.001            
The February 2018 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Unpaid interest                           $ 781 19,758 $ 86,544        
Converted principal amount                           75,000   940,675        
Debt issuance costs                         $ 725,000 $ 316,875            
Issuance of warrants                         24,223 60,416            
Interest amount of convertible notes                         $ 40,675              
Placement fees                           $ 94,250            
Convertible redeemable debentures, percentage                           10.00%            
Fair value derivative liability                         181,139              
Secured debt                         250,000              
Conversion shares                           6,041            
Conversion shares fair value                           $ 74,881            
Unpaid principal interest                           781            
The February 2018 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Debt discount                     $ 37,350                  
Convertible secured promissory note, description                     A maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.                  
The March 2018 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Unpaid interest                           17,949 140,600 51,293        
Converted principal amount                           50,000   $ 886,367        
Debt discount                           $ 254,788            
Debt issuance costs                         $ 770,000              
Issuance of warrants                         15,947              
Interest amount of convertible notes                         $ 767              
Fair value derivative liability                         84,087              
Secured debt                         $ 50,000              
Convertible secured promissory note, description                           A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $12.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $12.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.            
Repaid principal                           $ 25,000            
Repaid of interest                           $ 9,364            
The March 2018 Convertible Note Offering [Member] | Warrants Issued to Investors [Member]                                        
Convertible Note Payable (Textual)                                        
Issuance of warrants                           80,114            
The November 2019 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Convertible note                             479,500          
Unpaid interest                           $ 77,785            
Converted principal amount                           $ 559,433            
Fixed conversion price per share                           $ 13.50            
Debt discount                           $ 84,377            
Debt issuance costs                           $ 79,933            
Exercise price                           $ 13.50            
Offering discount percentage                           10.00%            
Beneficial conversion feature                           $ 4,444            
Accounts Payable into offering                             $ 318,678          
Common Stock, No Par Value                           $ 0.001            
The February 2019 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Unpaid interest                           $ 416,786            
Converted principal amount                           $ 1,963,567            
Note accrues interest rate                           33.00%            
Fixed conversion price per share                           $ 15.00            
Warrant term                             4 years          
Debt discount                           $ 222,632            
Debt issuance costs                             $ 1,993,025          
Issuance of warrants                             44,396          
Exercise price                           $ 18.00            
Bridge loans                           $ 1,500,000            
Offering discount percentage                           10.00%            
Repaid principal                           $ 348,136            
Repaid of interest                           $ 0            
Common Stock, No Par Value                           $ 0.001            
The February 2019 Convertible Note Offering [Member] | Warrants Issued to Investors [Member]                                        
Convertible Note Payable (Textual)                                        
Issuance of warrants                           44,396            
The First February 2020 convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Convertible note                                       $ 85,000
Note accrues interest rate                                       10.00%
Interest and principal both due date                           Aug. 31, 2020            
Fixed conversion price per share                           $ 12.00            
Repayment of principal                           $ 158,065            
Debt discount                           $ 8,000            
Exercise price                           $ 13.50            
Principal amount of convertible notes                           $ 1,500,000            
Maturity date, description                           The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied.            
Common Stock, No Par Value                           $ 0.001            
Unpaid principal interest                           $ 0            
The Second February 2020 convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Convertible note                   $ 200,000                    
Unpaid interest                           0            
Converted principal amount                           $ 125,000            
Note accrues interest rate                   12.00%                    
Interest and principal both due date                           Feb. 28, 2021            
Fixed conversion price per share                           $ 13.50            
Warrant term                   5 years       5 years            
Debt discount                           $ 33,340            
Issuance of warrants                   6,666                    
Exercise price                   $ 15.00                    
Principal amount of convertible notes                           $ 1,500,000            
Maturity date, description                           The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.            
Repaid principal                           $ 175,000            
Repaid of interest                           $ 0            
Common Stock, No Par Value                           $ 0.001            
Loss on debt extinguishment                           $ 136,115            
Loss on extinguishment of debt                           136,115            
The Third February 2020 convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Convertible note                 $ 385,000                      
Unpaid interest                           100,603            
Converted principal amount                 $ 1,500,000         $ 1,500,000            
Note accrues interest rate                 12.00%                      
Interest and principal both due date                           Feb. 28, 2021            
Fixed conversion price per share                           $ 4.50            
Received proceeds                 $ 864,950                      
Debt discount                           $ 160,714            
Maturity date, description                           The Third February 2020 Note matures on the first (12th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.            
Common Stock, No Par Value                           $ 0.001            
Loss on debt extinguishment                           $ 535,041            
Description of debt instrument                           In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.            
Loss on extinguishment of debt                           $ 535,041            
The April 2020 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Unpaid interest                           16,916            
Converted principal amount                           $ 350,010            
Note accrues interest rate               12.00%                        
Fixed conversion price per share                           $ 13.50            
Received proceeds               $ 350,010                        
Debt discount                           $ 50,010            
Common Stock, No Par Value                           $ 0.001            
The June 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Converted principal amount                           $ 59,200            
Note accrues interest rate     12.00%                                  
Warrant term                           5 years            
Debt discount                           $ 67,500            
Issuance of warrants     49,603                                  
Exercise price     $ 11.55                                  
Principal amount of convertible notes     $ 550,000                                  
Debt discount description                           The Company recorded a $274,578 debt discount relating to 49,603 warrants and 5,424 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.            
Repaid principal                           $ 490,800            
Repaid of interest                           $ 16,944            
Common Stock, No Par Value                           $ 0.001            
The First July 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate   10.00%                                    
Interest and principal both due date   Jun. 29, 2021                                    
Principal amount of convertible notes   $ 68,000                                    
Maturity date, description                           Upon default the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.            
Repaid principal                           $ 68,000            
Repaid of interest                           3,329            
The Second July 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate             12.00%                          
Interest and principal both due date             Jul. 17, 2021                          
Debt discount                           71,329            
Debt issuance costs                           $ 46,750            
Principal amount of convertible notes             $ 250,000                          
Warrants purchase of common stock                           6,667            
Maturity date, description                           Upon default the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.            
Repaid principal                           $ 250,000            
Repaid of interest                           0            
The July 2020 Convertible Note Offering [Member]                                        
Convertible Note Payable (Textual)                                        
Unpaid interest                           3,436            
Converted principal amount                           $ 390,000            
Note accrues interest rate                       12.00%                
Fixed conversion price per share                           $ 12.75            
Received proceeds                       $ 390,000                
Debt discount                           $ 158,078            
Debt issuance costs                           $ 38,215            
Issuance of warrants                           30,589            
Debt discount description                           The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.            
Maturity date, description                           Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.            
Common Stock, No Par Value                           $ 0.001            
The August 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate           12.00%                            
Interest and principal both due date           Aug. 17, 2021                            
Debt issuance costs                           $ 3,000            
Principal amount of convertible notes           $ 68,000                            
Maturity date, description                           Upon default the August 2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.            
Repaid principal                           $ 68,000            
Repaid of interest                           0            
The September 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate       12.00%                                
Interest and principal both due date       Sep. 23, 2021                                
Debt discount                           146,393            
Debt issuance costs                           $ 68,255            
Principal amount of convertible notes       $ 385,000                                
Warrants purchase of common stock                           85,555            
Maturity date, description                           Upon default the Second July 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.            
The October 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate                                   6.00%    
Debt issuance costs                           $ 19,400            
Principal amount of convertible notes                                   $ 169,400    
Maturity date, description                           Upon default the October 2020 Note is convertible into shares of the Company's common stock, par value $0.001 per share ("Conversion Shares") equal to 75% of average the lowest three trading prices of the Company's common stock on the fifteen-trading day immediately preceding the date of the respective conversion.            
The First December 2020 convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate 12.00%                                      
Debt discount                           $ 113,481            
Debt issuance costs                           $ 110,300            
Issuance of warrants                           45,000            
Principal amount of convertible notes $ 600,000                                      
Conversion shares 45,000                                      
Maturity date, description                           Upon default the First December 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to the closing bid price of the Company's common stock on the trading day immediately preceding the date of the respective conversion.            
The Second December 2020 Convertible Loan Agreement [Member]                                        
Convertible Note Payable (Textual)                                        
Note accrues interest rate                                 6.00%      
Debt issuance costs                           $ 18,900            
Principal amount of convertible notes                                 $ 169,400      
Maturity date, description                           Upon default the Second December 2020 Note is convertible into shares of the Company's common stock, par value $0.001 per share ("Conversion Shares") equal to 75% of average the lowest three trading prices of the Company's common stock on the fifteen-trading day immediately preceding the date of the respective conversion.            
v3.21.1
Related Party (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,400
Less: Debt Discount (13)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 20,387
Less: Current Debt (20,387)
Total Long-Term Debt
The February 2019 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross 20,000
Interest Rate 10.00%  
Maturity Date May 2020  
Warrants, Quantity 440  
Warrants, Exercise Price 18.00  
The July 2020 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross
Interest Rate 10.00%  
Maturity Date January 2020  
Warrants, Quantity 3,922  
Warrants, Exercise Price 12.75  
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross   $ 400
Interest Rate 14.00%  
Maturity Date April 2020  
Warrants, Quantity 19,950  
Warrants, Exercise Price 12.00  
v3.21.1
Related Party (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Jul. 30, 2020
Related Party Transaction [Line Items]      
Notes payable - related party, gross $ 20,000 $ 5,155,863  
Less: Debt Discount (17,068)  
Less: Debt Issuance Costs (26,521)  
Notes payable 5,129,342  
Less: Current Debt (5,129,342)  
Notes payable - related party, net  
The June 2018 Frommer Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross 10,000  
Interest Rate 6.00%    
Maturity Date Aug. 17, 2018    
Warrants, Quantity 500    
Warrants, Exercise Price $ 12.00    
The July 2018 Schiller Loan Agreements [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross 20,863  
Interest Rate 6.00%    
Maturity Date Aug. 17, 2018    
Warrants, Quantity 2,500    
Warrants, Exercise Price $ 12.00    
The June 2019 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross 4,825,000  
Interest Rate 12.50%    
Maturity Date Dec. 03, 2019    
Warrants, Quantity    
Warrants, Exercise Price    
The December 2019 Gravitas Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross 300,000  
Interest Rate 6.70%    
Maturity Date Mar. 01, 2020    
Warrants, Quantity    
Warrants, Exercise Price    
The January 2020 Rosen Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate    
Maturity Date Feb. 29, 2020    
Warrants, Quantity    
Warrants, Exercise Price    
The February 2020 Banner Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate    
Maturity Date Feb. 29, 2020    
Warrants, Quantity 49    
Warrants, Exercise Price $ 18.00    
The February 2020 Frommer Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate    
Maturity Date Feb. 29, 2020    
Warrants, Quantity 15    
Warrants, Exercise Price $ 18.00    
The September 2020 Rosen Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross    
Interest Rate 7.00%    
Maturity Date Sep. 30, 2022    
Warrants, Quantity 3,295    
Warrants, Exercise Price    
The September 2020 Goldberg Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross $ 16,705  
Interest Rate 7.00%    
Maturity Date Sep. 30, 2022    
Warrants, Quantity    
Warrants, Exercise Price    
The First January 2020 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 6.00%    
Maturity Date Jan. 31, 2020    
Warrants, Quantity    
Warrants, Exercise Price    
The Second January 2020 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 5.00%    
Maturity Date Jan. 31, 2020    
Warrants, Quantity 50    
Warrants, Exercise Price $ 18.00    
The Third January 2020 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 10.00%    
Maturity Date Jan. 31, 2020    
Warrants, Quantity 75    
Warrants, Exercise Price $ 18.00    
The Fourth January 2020 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 7.00%    
Maturity Date Feb. 29, 2020    
Warrants, Quantity    
Warrants, Exercise Price    
The February 2020 Loan agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 5.00%    
Maturity Date Mar. 31, 2020    
Warrants, Quantity 75    
Warrants, Exercise Price $ 18.00    
The July 2020 Loan Agreement [Member]      
Related Party Transaction [Line Items]      
Notes payable - related party, gross  
Interest Rate 5.00%   5.00%
Maturity Date Aug. 31, 2020    
Warrants, Quantity 75    
Warrants, Exercise Price $ 18.00    
v3.21.1
Related Party (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Sep. 09, 2020
Aug. 10, 2020
Jul. 06, 2020
Apr. 21, 2020
Apr. 09, 2020
Feb. 15, 2020
Jan. 23, 2020
Jan. 22, 2020
Jan. 14, 2020
Jan. 03, 2020
Oct. 10, 2019
Sep. 16, 2019
Aug. 12, 2019
Jun. 13, 2019
Jun. 03, 2019
Nov. 08, 2018
Sep. 30, 2020
Sep. 15, 2020
Jul. 30, 2020
Mar. 27, 2020
Feb. 27, 2020
Feb. 18, 2020
Dec. 23, 2019
Dec. 17, 2019
Oct. 28, 2019
Jul. 29, 2019
Feb. 18, 2019
Jul. 17, 2018
Jun. 29, 2018
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]                                                                  
Issuance of warrants                                   331,456                           14,148  
Fair value of warrants                                                               $ 122,777 $ 57,123
Exercise price                                   $ 4.50                              
Repaid principal                                                             $ 492,665 50,000  
Officer [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Living expenses for officers                                                             $ 57,455    
September 2020 Equity Raise [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Exercise price                                                             $ 4.50    
The December 2019 Gravitas Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                             $ 300,000                    
Repaid principal                                                             $ 300,000    
Accrued interest                                             $ 50,000                    
The June 2019 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             4,325,000    
Unpaid interest                                                             752,346    
Repaid principal                                                             500,000    
Loan agreement, description                                         The Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $15.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering.                        
Notes conversion, description                             The Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                                    
First Amendment Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loan agreement, description                                                   The Company entered into the First Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan.              
Second Amendment Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loan agreement, description                         The Company entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                                        
Third Amendment Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loan agreement, description                       The Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.                                          
Fourth Amendment Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loan agreement, description                     The Company and investors entered into the Fourth Amendment Agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note.                                            
The January 2020 Rosen Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                 $ 150,000                                                
Repaid principal                                                             150,000    
Repaid of interest                                                             15,273    
Accrued interest                 2,500                                                
The February 2020 Frommer Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                           $ 2,989                      
Maturity date                                           Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the "February 2020 Frommer Maturity Date").                      
Warrants issued to purchase shares                                           15                      
Repaid principal                                                             2,989    
Repaid of interest                                                             160    
Purchase price per share                                           $ 18.00                      
Demand loan [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Repaid principal                                                             75,000 25,000  
Related party made non-interest bearing loans $ 50,000 $ 40,000 $ 100,000 $ 100,000 $ 50,000                 $ 100,000           $ 100,000       $ 150,000                  
Demand loan [Member] | August 10, 2020 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Repaid principal                                                             40,000    
Demand loan [Member] | September 9, 2020 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Repaid principal                                                             50,000    
Demand loan [Member] | December 17, 2019 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Repaid principal                                                             150,000    
Demand loan [Member] | September 2020 Equity Raise [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             100,000    
Unpaid interest                                                             6,707    
Demand loan [Member] | September 2020 Equity Raise [Member] | April 9, 2020 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             50,000    
Demand loan [Member] | September 2020 Equity Raise [Member] | April 21, 2020 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             100,000    
Unpaid interest                                                             6,707    
Demand loan [Member] | September 2020 Equity Raise [Member] | July 6, 2020 [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             100,000    
Unpaid interest                                                             6,707    
The February Banner 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount           $ 9,900                                                      
Warrants issued to purchase shares           49                                                      
Repaid principal                                                             9,900    
Repaid of interest                                                             495    
Purchase price per share           $ 18.00                                                      
The September 2020 Rosen Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loss on extinguishment of debt                                   $ 504,413                              
Maturity date                                   The maturity date of the September 2020 Rosen Note is September 15, 2022 (the "September 2020 Rosen Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due.                              
Loan agreement, description                                   The Company’s common stock issued to the lender in accordance with the Lender’s Conversion Agreement (see note 11) have a value equal to or less than $554,924 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value.                              
Accrued interest                                                             67    
Promissory note                                   $ 3,295                              
Interest rate                                   7.00%                              
The September 2020 Goldberg Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Maturity date                                 The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the "September 2020 Goldberg Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due.                                
Debt discount                                 $ 16,705                         $ 16,705      
Loan agreement, description                                 The Company’s common stock issued to the lender in accordance with the Lender’s Conversion Agreement (see note 11) have a value equal to or less than $7,737,594 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value.                                
Accrued interest                                                             347    
Promissory note                                 $ 16,705                         $ 16,705      
Interest rate                                 7.00%                         7.00%      
The September 2020 Goldberg Loan Agreement [Member] | Minimum [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loss on extinguishment of debt                                 $ 2,540,570                                
The September 2020 Goldberg Loan Agreement [Member] | Maximum [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Loss on extinguishment of debt                                 2,557,275                                
The First January 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             $ 250,000    
Fair value of warrants                   $ 1,333                                              
Debt discount                   16,000                                              
Interest and principal both due date                                                             Jan. 31, 2020    
Promissory note                   $ 250,000                                         $ 10,000    
Interest rate                   6.00%                                              
Shares issued                   1,333                                              
Notes conversion, description                                                             The maturity date of the First January 2020 Note was January 15, 2020 (the “First January 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due.    
Warrant term                   5 years                                              
The Second January 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Unpaid interest                                                             $ 500    
Fair value of warrants                 50                                                
Debt discount                 580                                                
Interest and principal both due date                                                             Jan. 31, 2020    
Repaid principal                 $ 10,000                                                
Interest rate                 5.00%                                                
Notes conversion, description                                                             The maturity date of the Second January 2020 Note was January 24, 2020 (the "Second January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due.    
Warrants purchase of common stock                 50                                                
Purchase price per share                 $ 18.00                                                
Warrant term                 5 years                                                
The Third January 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Unpaid interest                                                             $ 1,500    
Fair value of warrants               $ 75                                                  
Debt discount               892                                                  
Interest and principal both due date                                                             Jan. 31, 2020    
Repaid principal               $ 15,000                                                  
Promissory note                                                             $ 15,000    
Interest rate               10.00%                                                  
Notes conversion, description                                                             The maturity date of the Third January 2020 Note was January 29, 2020 (the "Third January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due.    
Warrants purchase of common stock               75                                                  
Purchase price per share               $ 18.00                                                  
Warrant term               5 years                                                  
The Fourth January 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount             $ 135,000                                                    
Interest and principal both due date                                                             Feb. 29, 2020    
Promissory note             $ 135,000                                                    
Interest rate             7.00%                                                    
Shares issued             750                                                    
Notes conversion, description                                                             The maturity date of the Fourth January 2020 Note was February 23, 2020 (the "Fourth January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due.    
The July 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Unpaid interest                                                             $ 250    
Fair value of warrants                                     $ 25                            
Debt discount                                     316                            
Interest and principal both due date                                                             Aug. 31, 2020    
Promissory note                                     $ 5,000                       $ 5,000    
Interest rate                                     5.00%                            
Notes conversion, description                                                             The maturity date of the July 2020 Note was August 06, 2020 (the "July 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2020 Note were due.    
Warrants purchase of common stock                                     25                            
Warrant term                                     5 years                            
The March 2018 Convertible Note Offering [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Convertible note                                                                 239,000
Principal amount                                                             $ 400    
Unpaid interest                                                             70    
October 2019 Cacher Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                 $ 11,450                
Maturity date                                                 October 28, 2020                
Percentage of net revenues                                                 100.00%                
Repaid principal                                                 $ 2,500                
Impairment cost                                                 $ 11,450                
Interest rate                                                 50.00%                
June 2018 Frommer Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                         $ 10,000   10,000    
Unpaid interest                                                             2,748    
Fair value of warrants                               $ 4,645                                  
Maturity date                                                     On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 30, 2019.            
Warrants issued to purchase shares                               681                     692   500        
Exercise price                               $ 18.00                     $ 18.00            
Interest and principal both due date                               Mar. 07, 2019                         Aug. 17, 2018        
Interest rate                                                         6.00%        
Purchase price per share                                                         $ 12.00        
The July 2018 Schiller Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                       $ 25,000     20,863 4,137  
Unpaid interest                                                             $ 3,216    
Issuance of warrants                                                             1,250    
Convertible secured promissory note, description                                                       As part of the extension agreement, the Company issued Schiller warrants to purchase 1,698 shares of common stock of the Company at an exercise price of $18.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 1,726 warrants to purchase common stock of the Company at an exercise price of $18.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. On December 15, 2019 the Company entered into an agreement that further extended the maturity date of this loan to May 15, 2020.          
Maturity date                                                       Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.          
Warrants issued to purchase shares                                                       1,250          
Interest and principal both due date                                                       Aug. 17, 2018          
Interest rate                                                       6.00%          
Purchase price per share                                                       $ 12.00          
Officer compensation [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Living expenses                                                                
July 2020 Convertible Note Offering [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Principal amount                                                             50,000    
Unpaid interest                                                             $ 630    
The February 2020 Loan Agreement [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Convertible secured promissory note, description                                                             The Company entered into a loan agreement (the “February 2020 Loan Agreement”) with an individual (the “February 2020 Lender”), whereby the February 2020 Lender issued the Company a promissory note of $15,000 (the “February 2020 Note”). Pursuant to the February 2020 Loan Agreement, the February 2020 Note has an effective interest rate of 5%. The maturity date of the February 2020 Note was March 3, 2020 (the “February 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2020 Note were due. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 75 shares of the Company’s common stock at a purchase price of $18.00 per share. The Company recorded a $801 debt discount relating to 75 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.    
Repaid principal                                                             $ 15,000    
Repaid of interest                                                             $ 750    
Investors [Member] | The March 2018 Convertible Note Offering [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Gross proceeds                                                                 239,400
Convertible note                                                                 900,000
Unpaid interest                                                                 15,401
Issuance of warrants                                                             19,950    
Fair value of warrants                                                                 $ 300,000
Convertible secured promissory note, description                                                                 (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $12.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $12.00 per share ("Exercise Price").
Maturity date                                                                 The Notes mature on the second (2nd) anniversary of their issuance dates.
Debt discount                                                             $ 84,854    
Investors [Member] | The February 2019 Convertible Note Offering [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Gross proceeds                                                               20,000  
Principal amount                                                               20,000  
Unpaid interest                                                               $ 3,065  
Issuance of warrants                                                               440  
Convertible secured promissory note, description                                                               The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share ("Exercise Price").  
Debt discount                                                               $ 2,465  
Warrants issued to purchase shares                                                               440  
Investors [Member] | July 2020 Convertible Note Offering [Member]                                                                  
Related Party Transaction [Line Items]                                                                  
Gross proceeds                                                           $ 50,000      
Convertible note                                 $ 3,922                         $ 3,922      
Conversion price per share                                 $ 12.75                         $ 12.75      
Maturity date                                                           The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.      
Debt discount                                 $ 21,577                         $ 21,577      
BCF and related debt discount                                                           $ 9,812      
Loan agreement, description                                                           Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.      
Interest rate                                 12.00%                         12.00%      
Purchase price per share                                 $ 0.001                         $ 0.001      
v3.21.1
Derivative Liabilities (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
Level 1 [Member]  
Derivative liabilities as January 1, 2020
Addition
Conversion
Extinguishment Expense
Changes in fair value
Derivative liabilities as December 31, 2020
Level 2 [Member]  
Derivative liabilities as January 1, 2020
Addition
Conversion
Extinguishment Expense
Changes in fair value
Derivative liabilities as December 31, 2020
Level 3 [Member]  
Derivative liabilities as January 1, 2020
Addition 3,061,688
Conversion
Extinguishment Expense
Changes in fair value (3,019,457)
Derivative liabilities as December 31, 2020 $ 42,231
v3.21.1
Derivative Liabilities (Details Textual)
 12 Months Ended
Dec. 31, 2020
Derivative Liabilities (Textual)  
Expected dividend yield 0.00%
v3.21.1
Stockholders' Deficit (Details) - $ / shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 12.75  
Stock Option [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 8.55  
Expected dividends 0.00% 0.00%
Expected volatility 229.95% 102.76%
Risk free interest rate 0.25% 1.61%
Expected life of option 5 years 8 months 2 days 10 years
Stock Option [Member] | Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price   $ 13.2
Stock Option [Member] | Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price   $ 6.60
v3.21.1
Stockholders' Deficit (Details 1) - $ / shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]          
Options, Exercisable     149,168    
Stock Option [Member]          
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]          
Outstanding Begining 541,021 303,825 541,021 303,825 294,158
Options, Granted 391,853 9,667      
Options, Exercised      
Options, Cancelled/Modified (154,657)      
Outstanding, Ending 541,021 303,825      
Options, Exercisable     149,168 303,825  
Weighted Average Exercise Price, Outstanding $ 24.48 $ 25.2      
Weighted Average Exercise Price, Granted 8.55 9.66      
Weighted Average Exercise Price, Exercised      
Weighted Average Exercise Price Cancelled/Modified 25.17      
Weighted Average Exercise Price, Outstanding $ 12.75 $ 24.48      
Weighted Average Exercise Price, Exercisable     $ 23.77 $ 24.48  
Weighted Average Remaining Contractual Life (in years), Outstanding 2 years 6 months 3 days 3 years 3 months 8 days      
Weighted Average Remaining Contractual Life (in years), Granted 5 years 8 months 2 days 10 years 4 days      
Weighted Average Remaining Contractual Life (in years), Outstanding 2 years 6 months 3 days 4 years 3 months 15 days      
Weighted Average Remaining Contractual Life (in years), Exercisable 1 year 9 months 2 years 6 months 3 days      
v3.21.1
Stockholders' Deficit (Details 2)
 12 Months Ended
Dec. 31, 2020
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Option Outstanding, Exercise price | $ / shares $ 12.75
Option Exercisable, Weighted Average Exercise Price | $ / shares $ 23.77
Option Exercisable, Number Exercisable | shares 149,168
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Option Outstanding, Number Outstanding | shares (541,021)
Option Outstanding, Weighted Average Remaining Contractual Life (in years) 4 years 3 months 15 days
Option Outstanding, Weighted Average Remaining Contractual Life (in years) 1 year 9 months
v3.21.1
Stockholders' Deficit (Details 3) - $ / shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 12.75  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 4.96 $ 18.00
Expected dividends 0.00% 0.00%
Expected life of warrant 5 years  
Warrant [Member] | Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 4.50  
Expected volatility 234.03% 78.50%
Risk free interest rate 0.21% 1.32%
Expected life of warrant   4 years
Warrant [Member] | Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 18.00  
Expected volatility 247.00% 116.92%
Risk free interest rate 1.63% 2.75%
Expected life of warrant   5 years
v3.21.1
Stockholders' Deficit (Details 4) - $ / shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercisable 149,168  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Outstanding, Beginning 247,403 1,849,380
Granted 5,921,071 154,607
Exercised
Forfeited/Cancelled (37,526) (1,756,584)
Outstanding, Ending 6,130,948 247,403
Exercisable 3,228,235 247,403
Weighted Average Exercise Price, Outstanding $ 15.75 $ 16.20
Weighted Average Exercise Price, Granted 4.70 17.67
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/Cancelled 13.31 15.96
Weighted Average Exercise Price, Outstanding 4.96 15.75
Weighted Average Exercise Price, Exercisable $ 5.37 $ 15.75
v3.21.1
Stockholders' Deficit (Details 5) - $ / shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants Outstanding, Exercise price $ 12.75  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants Outstanding, Exercise price $ 4.96 $ 18.00
Warrants Outstanding, Number Outstanding 6,130,948  
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 4 years 9 months  
Warrants Exercisable, Weighted Average Exercise Price $ 5.37  
Warrants Exercisable , Number Exercisable 3,228,235  
Warrants Exercisable, Weighted Average Exercise Price $ 4.52  
v3.21.1
Stockholders' Deficit (Details Textual) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 14, 2020
Oct. 06, 2020
Sep. 11, 2020
Aug. 15, 2020
Jul. 03, 2020
Jun. 29, 2020
May 13, 2020
May 07, 2020
Mar. 13, 2020
Mar. 05, 2020
Jan. 06, 2020
Jan. 04, 2019
Jan. 03, 2019
Dec. 29, 2020
Dec. 21, 2020
Sep. 30, 2020
Sep. 15, 2020
Aug. 31, 2020
Aug. 21, 2020
Aug. 17, 2020
Jul. 23, 2020
Jul. 17, 2020
Jun. 18, 2020
Mar. 19, 2020
Jan. 30, 2020
Jul. 25, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Jul. 13, 2020
Stockholders' Deficit (Textual)                                                            
Number of shares authorized to issue                                 2,744,288                         35,000,000
Common stock, par value                                                     $ 0.001 $ 0.001   $ 0.001
Common stock, shares authorized                                                     100,000,000 100,000,000   15,000,000
Preferred stock, par value                                                           $ 0.001
Preferred stock, shares authorized                                                           20,000,000
Reverse Stock Split, description                                       The Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:3) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.           The Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of common stock authorized was proportionately reduced pursuant to Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.        
Warrants issued                                 331,456                     14,148    
Fair value of warrant                                                       $ 122,777 $ 57,123  
Share based payments                                                     $ 6,861,163 437,106    
Exchange of options             152,992                                              
Warrants right to purchase an exercise price                                 $ 4.50                          
Principal                                 $ 7,325,000                          
Accrued but unpaid                                 $ 967,518                          
Debt obligations                                 500,000                          
Granted options to employees                                         391,853               11,667  
Stock-based compensation for stock options                                                     4,092,013 446,123    
Deemed dividend                                                     3,135,702    
Loss on debt extinguishment                                                     (5,586,012) $ (162,860)    
Securities Purchase Agreements [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Conversion of warrant, description                           The Company entered into securities purchase agreements with thirty-three accredited investors whereby the Investors have agreed to purchase from the Company an aggregate of 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share and 2,831,715 warrants to purchase shares of the Company’s common stock, par value $0.001 per share. The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock. The combined purchase price of one Conversion Share and one and a half warrant was $4.12. The aggregate purchase price for the Series E Preferred Stock and warrants was $7,777,777.77. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital.                                
September 2020 Equity Raise [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Underwriting discounts and commissions                                                     $ 7,762,500      
Conversion of warrant, description   The underwriters for the September 2020 Equity Raise partially exercised the over-allotment option and on October 8, 2020, purchased an additional 258,750 warrants, generating gross proceeds, before deducting underwriting discounts and commissions, of $2,588.                                                        
Underwritter public offering                                 1,725,000                          
Warrants to purchase                                 258,750                          
Warrants right to purchase an exercise price                                                     $ 4.50      
Warrant expiring                                                     5 years      
Principal                                                     $ 3,183,667      
Debt obligations                                                     768,204      
Common Stock exercise price                                                     $ 4.50      
Fair value of contingent BCF                                                     $ 3,176,810      
Loss on extinguishment of debt                                                     1,873,639      
Warrants to purchase                                                     $ 570,416      
September 2020 Equity Raise [Member] | IPO [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Price per Unit                                                     $ 4.50      
Common Stock [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Restricted common stock issued, shares 10,417     6,167 15,000         2,153 1,412 100,000 25,000   8,371 7,979   1,866 20,000     6,667 50,000 20,000 50,000          
Restricted common stock issued to settle liabilities, value                   $ 25,000 $ 12,500                         $ 72,048            
Gain/Loss on settlement of vendor liabilities                   $ 1,098 $ 4,233                         $ 122,953            
Conversion of warrant, description           The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000.     The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 5,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772                                          
Fair value of services $ 38,647     $ 50,693 $ 204,300             $ 240,000 $ 70,050   $ 31,323 $ 21,304   $ 15,842 $ 180,000       $ 525,000   $ 585,000          
Share based payments                                                     $ 585,000      
Options description               The board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 2,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company's stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company's stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules.                                            
Exchange of options             229,491                                              
Stock based compensation on conversion of options to stock             $ 1,117,031                                              
Loss on debt extinguishment                                                 $ 4,915,327          
Common Stock [Member] | September 2020 Equity Raise [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Number of shares authorized to issue                                 258,750                          
Common Stock [Member] | Second February 2020 [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Number of shares authorized to issue     34,722                                                      
Convertible note outstanding     $ 125,000                                                      
Common Stock [Member] | The February 2019 Convertible Note Offering [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Number of shares authorized to issue     64,124                                                      
Common Stock [Member] | February 2019 [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Convertible note outstanding     $ 70,542                                                      
Convertible note outstanding interest     $ 112,888                                                      
Treasury Stock [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Cancelled shares                                                     50,650      
Warrant [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Options Granted in consultants                                                     5,921,071 154,607    
Warrants right to purchase an exercise price                                                     $ 4.96 $ 15.75 $ 16.20  
Warrant [Member] | Series E Convertible Preferred Stock [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Conversion of warrant, description                                                     The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company's common stock, at an exercise price of $5.15 per share (the "PA Warrants"). The PA Warrants are exercisable for a term of five-years from the date of issuance.      
Warrants right to purchase an exercise price                                                     $ 4.50      
Warrant expiring                                                     5 years      
Warrant [Member] | August 2018 Equity Raise [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                       43,322    
Fair value of warrant                                                       $ 334,985    
Warrant [Member] | convertible notes [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                     214,080      
Fair value of warrant                                                     $ 1,520,449      
Warrant [Member] | Note Payable Related Party [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                     289      
Fair value of warrant                                                     $ 3,342      
Warrant [Member] | Convertible Notes Payable Related Party [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                     3,922      
Fair value of warrant                                                     $ 37,927      
Warrant [Member] | Convertible Notes [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                       44,397    
Fair value of warrant                                                       $ 252,533    
Warrant [Member] | Note Payablet Related Party [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                       42,968    
Fair value of warrant                                                       $ 205,509    
Warrant [Member] | Convertible Notes Payable [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Warrants issued                                                       440    
Fair value of warrant                                                       $ 2,465    
Second Amended [Member]                                                            
Stockholders' Deficit (Textual)                                                            
Common stock, shares authorized                                                           100,000,000
Preferred stock, shares authorized                                                           20,000,000
v3.21.1
Commitments and Contingencies (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
Leases [Abstract]  
Operating lease cost $ 54,157
Short term lease cost 15,842
Total net lease cost $ 69,999
v3.21.1
Commitments and Contingencies (Details 1)
 12 Months Ended
Dec. 31, 2020
shares
Cash paid for amounts included in the measurement of lease liabilities:  
Operating lease payments 104,922
Weighted average remaining lease term (in years): 2 years 6 months
Weighted average discount rate: 13.00%
v3.21.1
Commitments and Contingencies (Details 2)
Dec. 31, 2020
USD ($)
Summary of future minimum lease payments  
2021 $ 108,983
2022 114,627
2023 53,094
Total $ 276,704
v3.21.1
Commitments and Contingencies (Details Textual)
 1 Months Ended 12 Months Ended
May 05, 2018
USD ($)
ft²
Apr. 02, 2019
USD ($)
ft²
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Commitments and Contingencies (Textual)        
Lease term 5 years 4 years    
Area of office space | ft² 2,300 796    
Rent expense     $ 107,737 $ 198,473
Lease term, Description The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. The total amount due under this lease is $411,150. The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. The total amount due under this lease is $108,229    
Total amount due $ 411,150 $ 108,229    
Tax description     Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020.  
Cares act, description     The CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation.  
v3.21.1
Income Taxes (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Net deferred tax assets - Non-current:    
Depreciation $ 145,749 $ 63,676
Amortization 21,096 7,437
Stock based compensation 1,653,617 659,384
Expected income tax benefit from NOL carry-forwards 8,780,233 5,229,445
Less valuation allowance 10,309,197 5,832,590
Deferred tax assets, net of valuation allowance
v3.21.1
Income Taxes (Details 1)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]    
Federal statutory income tax rate 21.00% 21.00%
State tax rate, net of federal benefit 6.50% 6.50%
Change in valuation allowance on net operating loss carry-forwards (27.50%) (27.50%)
Effective income tax rate 0.00% 0.00%
v3.21.1
Income Taxes (Details 2) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Taxes Details 2Abstract    
Balance at January 1, $ 68,000
Additions based on tax positions relating to the current year 68,000
Reductions for tax positions of prior years 68,000
Balance at December 31, $ 68,000
v3.21.1
Income Taxes (Details Textual) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2020
Income Tax (Textual)    
Federal net operating loss carryforwards   $ 37,000,000
Federal net operating loss expire date   Dec. 31, 2033
Federal income tax rate 20.00%  
During period provides immediate expensing, description The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027.  
Maximum [Member]    
Income Tax (Textual)    
Federal income tax rate 35.00%  
Minimum [Member]    
Income Tax (Textual)    
Federal income tax rate 21.00%  
v3.21.1
Restatement of previously issued Interim Financial Statements (Details) - USD ($)
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2019
Dec. 31, 2018
Demand loan   $ 225,000  
Note payable - related party, net of debt discount   5,129,342  
Note payable, net of debt discount and issuance costs 1,221,539   660,000  
Total Current Liabilities 4,968,427   10,928,830  
Total Liabilities 5,339,284   11,130,774  
Additional paid in capital 77,505,013   36,391,819  
Accumulated deficit (71,928,922)   (44,580,437)  
Total stockholders’ deficit $ 5,445,196   $ (8,558,728) $ (2,490,604)
As previously reported [Member]        
Demand loan   $ 50,000    
Note payable - related party, net of debt discount   3,295    
Note payable, net of debt discount and issuance costs   990,122    
Derivative liability      
Total Current Liabilities   2,742,147    
Total Liabilities   3,320,534    
Additional paid in capital   67,812,570    
Accumulated deficit   (65,302,489)    
Total stockholders’ deficit   2,402,394    
Adjustment [Member]        
Demand loan   (50,000)    
Note payable - related party, net of debt discount   (3,295)    
Note payable, net of debt discount and issuance costs   (16,705)    
Derivative liability   3,061,688    
Total Current Liabilities   2,991,688    
Total Liabilities   2,991,688    
Additional paid in capital   (388,633)    
Accumulated deficit   (2,603,055)    
Total stockholders’ deficit   (2,991,688)    
As restated [Member]        
Demand loan      
Note payable - related party, net of debt discount      
Note payable, net of debt discount and issuance costs   973,417    
Derivative liability   3,061,688    
Total Current Liabilities   5,733,835    
Total Liabilities   6,312,222    
Additional paid in capital   67,423,937    
Accumulated deficit   (67,905,544)    
Total stockholders’ deficit   $ (589,294)    
v3.21.1
Restatement of previously issued Interim Financial Statements (Details 1) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2019
Loss on extinguishment of debt     $ (5,586,012) $ (162,860)
Other expenses, net     (7,929,448) (818,394)
Loss before income tax provision     (24,212,783) (8,035,372)
Net loss     (24,212,783) (8,035,372)
Net loss attributable to common shareholders     (27,348,485) (8,035,372)
Other comprehensive income        
Comprehensive loss     $ (24,244,022) $ (8,041,367)
Per-share data        
Basic and diluted loss per share     $ (5.68) $ (2.93)
Weighted average number of common shares outstanding     4,812,153 2,741,137
As previously reported [Member]        
Accretion of debt discount and issuance cost $ (6,370,557) $ (6,697,778)    
Loss on extinguishment of debt (88,734) (623,774)    
Other expenses, net (6,551,779) (8,318,566)    
Loss before income tax provision (13,575,643) (20,703,631)    
Net loss (13,575,643) (20,703,631)    
Net loss attributable to common shareholders (13,594,064) (20,722,052)    
Other comprehensive income        
Comprehensive loss $ (13,569,908) $ (20,726,426)    
Per-share data        
Basic and diluted loss per share $ (3.20) $ (5.91)    
Weighted average number of common shares outstanding 4,254,300 3,506,393    
Adjustment [Member]        
Accretion of debt discount and issuance cost $ 2,312,271 $ 2,312,271    
Loss on extinguishment of debt (4,915,326) (4,915,326)    
Other expenses, net (2,603,055) (2,603,055)    
Loss before income tax provision (2,603,055) (2,603,055)    
Net loss (2,603,055) (2,603,055)    
Net loss attributable to common shareholders (2,603,055) (2,603,055)    
Other comprehensive income        
Comprehensive loss $ (2,603,055) $ (2,603,055)    
Per-share data        
Basic and diluted loss per share $ (0.61) $ (0.74)    
Weighted average number of common shares outstanding    
As restated [Member]        
Accretion of debt discount and issuance cost $ (4,058,286) $ (4,385,507)    
Loss on extinguishment of debt (5,004,060) (5,539,100)    
Other expenses, net (9,154,834) (10,921,621)    
Loss before income tax provision (16,178,698) (23,306,686)    
Net loss (16,178,698) (23,306,686)    
Net loss attributable to common shareholders (16,197,119) (23,325,107)    
Other comprehensive income        
Comprehensive loss $ (16,172,963) $ (23,329,481)    
Per-share data        
Basic and diluted loss per share $ (3.81) $ (6.65)    
Weighted average number of common shares outstanding 4,254,300 3,506,393    
v3.21.1
Restatement of previously issued Interim Financial Statements (Details 2) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss     $ (24,212,783) $ (8,035,372)
Adjustments to reconcile net loss to net cash used in operating activities:        
Loss on extinguishment of debt     5,586,012 162,860
Net Cash Used In Operating Activities     $ (7,340,487) $ (5,957,027)
As previously reported [Member]        
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $ (13,575,643) $ (20,703,631)    
Adjustments to reconcile net loss to net cash used in operating activities:        
Accretion of debt discount and issuance cost (6,370,557) (6,697,778)    
Loss on extinguishment of debt 88,734 623,774    
Net Cash Used In Operating Activities   (5,032,488)    
Adjustment [Member]        
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss (2,603,055) (2,603,055)    
Adjustments to reconcile net loss to net cash used in operating activities:        
Accretion of debt discount and issuance cost 2,312,271 2,312,271    
Loss on extinguishment of debt 4,915,326 4,915,326    
Net Cash Used In Operating Activities      
As restated [Member]        
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss (16,178,698) (23,306,686)    
Adjustments to reconcile net loss to net cash used in operating activities:        
Accretion of debt discount and issuance cost (4,058,286) (4,385,507)    
Loss on extinguishment of debt $ 5,004,060 5,539,100    
Net Cash Used In Operating Activities   $ (5,032,488)    
v3.21.1
Restatement of previously issued Interim Financial Statements (Details Textual)
Sep. 30, 2020
USD ($)
Restatement of previously issued financial statements (unaudited) (Textual)  
Derivative liability $ 3,041,688
v3.21.1
Subsequent Events (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
shares
Subsequent Events (Textual)  
Lender converted | $ $ 71,400
Debt instrument conversion, description A total of 21 shareholders converted 6,198.78 shares of Series E Convertible Preferred Stock into 1,490,233 shares of the Company’s Common Stock.
Promissory note, description The Company repaid 2 promissory notes and accrued interest totaling $992,420.
Debt outstanding | $ $ 35,469
Consultants [Member]  
Subsequent Events (Textual)  
Issuance of common stock | shares 120,000
Warrant [Member]  
Subsequent Events (Textual)  
Number of warrants exercised | shares 333,130
Net proceeds on warrant | $ $ 1,272,672
Cancellation of warrants | shares 333,130
Issuance of common stock | shares 302,434
Employee Stock [Member]  
Subsequent Events (Textual)  
Issued in stock option | shares 1,473,000
Stock option, description These stock options have an exercise price of $5.65 and vest partially 1 year from issuance and partially 2 years from issuance.
Membership Interest Purchase Agreement [Member]  
Subsequent Events (Textual)  
Interest rate 10.00%
Investment on promissory note | $ $ 100,000
Investment | $ $ 100,000
Seller in exchange, percentage 3.30%