CREATD, INC., 10-K filed on 4/6/2022
Annual Report
v3.22.1
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 31, 2022
Jun. 30, 2021
Document Information Line Items      
Entity Registrant Name CREATD, INC.    
Trading Symbol CRTD    
Document Type 10-K    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   19,905,509  
Entity Public Float     $ 41,044,564
Amendment Flag false    
Entity Central Index Key 0001357671    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 001-39500    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 87-0645394    
Entity Address, Address Line One 648 Broadway    
Entity Address, Address Line Two Suite 200    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10012    
City Area Code (201)    
Local Phone Number 258-3770    
Title of 12(b) Security Common Stock, par value $0.001    
Security Exchange Name NASDAQ    
Entity Interactive Data Current Yes    
Auditor Firm ID 89    
Auditor Name ROSENBERG RICH BAKER BERMAN    
Auditor Location Somerset, NJ    
v3.22.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Current Assets    
Cash $ 3,794,734 $ 7,906,782
Accounts receivable, net 337,440 90,355
Inventory 106,403
Prepaid expenses and other current assets 236,665 23,856
Total Current Assets 4,475,242 8,020,993
Property and equipment, net 102,939 56,258
Intangible assets 2,432,841 960,611
Goodwill 1,374,835 1,035,795
Marketable securities   62,733
Deposits and other assets 718,951 191,836
Minority investment in businesses 50,000 217,096
Operating lease right of use asset 18,451 239,158
Total Assets 9,173,259 10,784,480
Current Liabilities    
Accounts payable and accrued liabilities 3,730,540 2,638,688
Derivative liabilities 42,231
Convertible Notes, net of debt discount and issuance costs 159,193 897,516
Current portion of operating lease payable 18,451 79,816
Note payable, net of debt discount and issuance costs 1,278,672 1,221,539
Deferred revenue 234,159 88,637
Total Current Liabilities 5,421,015 4,968,427
Non-current Liabilities:    
Note payable 63,992 213,037
Operating lease payable   157,820
Total Non-current Liabilities 63,992 370,857
Total Liabilities 5,485,007 5,339,284
Commitments and contingencies
Stockholders’ Equity    
Series E Preferred stock, $0.001 par value, 500 and 7,738 shares issued and outstanding, respectively   8
Common stock par value $0.001: 100,000,000 shares authorized; 16,691,170 issued and 16,685,513 outstanding as of December 31, 2021 and 8,736,378 issued and 8,727,028 outstanding as of December 31, 2020 16,691 8,737
Additional paid in capital 111,563,618 77,505,013
Subscription receivable (40,000)
Less: Treasury stock, 5,657 and 5,657 shares, respectively (62,406) (62,406)
Accumulated deficit (109,632,574) (71,928,922)
Accumulated other comprehensive income (78,272) (37,234)
Total Creatd, Inc. Stockholders’ Equity 1,807,057 5,445,196
Non-controlling interest in consolidated subsidiaries 1,881,195
Total Stockholders' Deficit 3,688,252 5,445,196
Total Liabilities and Stockholders’ Equity $ 9,173,259 $ 10,784,480
v3.22.1
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 16,691,170 8,736,378
Common stock, shares outstanding 16,685,513 8,727,028
Treasury stock, shares 5,657 5,657
Series E Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares issued 500 7,738
Preferred stock, shares outstanding 500 7,738
v3.22.1
Consolidated Statements of Comprehensive Loss - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]    
Net revenue (related party of $80,000 and $0) $ 4,299,717 $ 1,212,870
Cost of revenue 5,300,037 1,495,042
Gross loss (1,000,320) (282,172)
Research and development 983,528 257,431
Marketing 9,626,982 2,854,904
Stock based compensation 9,661,168 6,861,163
Impairment of goodwill 1,035,795  
General and administrative 11,060,927 6,027,665
Total operating expenses 32,368,400 16,001,163
Loss from operations (33,368,720) (16,283,335)
Other income 396,223 512,071
Interest expense (372,106) (1,376,902)
Accretion of debt discount and issuance cost (3,612,669) (4,303,072)
Derivative expense (100,502)
Change in derivative liability (1,096,287) 3,019,457
Impairment of investment (589,461) (11,450)
Impairment of debt security (50,000)
Settlement of vendor liabilities 59,792 (126,087)
Loss on marketable securities (7,453)
Gain (loss) on extinguishment of debt 1,025,555 (5,586,482)
Gain on forgiveness of debt 279,022 470
Other expenses, net (4,010,433) (7,929,448)
Loss before income tax provision and equity in net loss from unconsolidated investments (37,379,153) (24,212,783)
Equity in net loss from equity method investment Income tax provision
Net loss (37,379,153) (24,212,783)
Non-controlling interest in net loss 86,251
Net Loss attributable to Creatd, Inc. (37,292,902) (24,212,783)
Deemed dividend (410,750) (3,135,702)
Inducement expense
Net loss attributable to common shareholders (37,703,652) (27,348,485)
Net loss (37,379,153) (24,212,783)
Currency translation gain (loss) (41,038) (31,239)
Comprehensive loss $ (37,420,191) $ (24,244,022)
Basic and diluted loss per share (in Dollars per share) $ (2.98) $ (5.68)
Weighted average number of common shares outstanding (in Shares) 12,652,470 4,812,153
v3.22.1
Consolidated Statements of Comprehensive Loss (Parentheticals) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]    
Net revenue related party $ 80,000 $ 0
v3.22.1
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
Non-Controlling Interest
Other Comprehensive Income
Total
Balance at Dec. 31, 2019 $ 3,059 $ (367,174) $ 36,391,819 $ (44,580,437) $ (5,995) $ (8,558,728)
Balance (in Shares) at Dec. 31, 2019 3,059,646 (53,283)            
Shares issued with notes payable   $ 60   243,685         243,745
Shares issued with notes payable (in Shares)   59,774              
Stock based compensation   $ 170   5,743,970         5,744,140
Stock based compensation (in Shares)   169,800              
Shares issued to settle vendor liabilities   $ 24   235,607         235,631
Shares issued to settle vendor liabilities (in Shares)   23,565              
Conversion of warrants to stock   $ 7   (4,236)         (4,229)
Conversion of warrants to stock (in Shares)   7,239              
Conversion of options to stock   $ 229   1,116,802         1,117,031
Conversion of options to stock (in Shares)   229,491              
Stock warrants issued with note payable       1,078,501         1,078,501
Cancellation of Treasury stock   $ (50) $ 374,184 (374,134)          
Cancellation of Treasury stock (in Shares)   (50,650) 54,343            
Purchase of treasury stock     $ (69,416)           (69,416)
Purchase of treasury stock (in Shares)     (6,717)            
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 (in 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 (in 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 (in 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 (in Shares)   2,744,288              
Foreign currency translation adjustments               (31,239) (31,239)
Dividends       3,135,702   (3,135,702)      
Net loss for the year (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 (in Shares) at Dec. 31, 2020 7,738 8,736,378 (5,657)            
Stock based compensation   $ 388   9,446,687         9,447,075
Stock based compensation (in Shares)   388,411              
Shares issued for prepaid services   $ 50   226,450         226,500
Shares issued for prepaid services (in Shares)   50,000              
Shares issued to settle vendor liabilities   $ 295   791,091         791,386
Shares issued to settle vendor liabilities (in Shares)   294,895              
Common stock issued upon conversion of notes payable   $ 1,129   5,155,865         5,156,994
Common stock issued upon conversion of notes payable (in Shares)   1,128,999              
Exercise of warrants to stock   $ 2,251   9,484,972         9,487,223
Exercise of warrants to stock (in Shares)   2,250,691              
Conversion of warrants to stock                 (129,375)
Stock warrants issued with note payable       1,665,682         1,665,682
Shares issued for acquisition   $ 388   1,217,828     1,967,446   3,185,662
Shares issued for acquisition (in Shares)   387,847              
Cash received for common stock and warrants   $ 1,687   5,665,263         5,666,950
Cash received for common stock and warrants (in Shares)   1,687,500              
Cash received for preferred series E and warrants       (4,225) 40,000       35,775
Cash received for preferred series E and warrants (in Shares) 40                
Conversion of preferred series E to stock $ (8) $ 1,766   (1,758)          
Conversion of preferred series E to stock (in Shares) (7,278) 1,766,449              
Foreign currency translation adjustments               (41,038) (41,038)
Dividends       410,750   (410,750)      
Net loss for the year (37,292,902) (86,251) (37,379,153)
Balance at Dec. 31, 2021 $ 16,691 $ (62,406) $ 111,563,618 $ (109,632,574) $ 1,881,195 $ (78,272) $ 3,688,252
Balance (in Shares) at Dec. 31, 2021 500 16,691,170 (5,657)            
v3.22.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (37,379,153) $ (24,162,783)
Depreciation and amortization 397,440 157,760
Impairment of investments 589,461 11,450
Impairment of intangible assets 1,727,032
Accretion of debt discount and issuance cost 3,612,669 4,303,072
Share-based compensation 9,661,174 6,861,163
Bad debt expense 110,805 53,692
Change in fair value of derivative liabilities (3,019,457)
Gain on marketable securities 7,453
Gain on Forgiveness of debt (279,022)
Settlement of vendor liabilities (59,692) 126,087
Change in fair value of derivative liability 1,096,287
Derivative Expense 100,502
(Gain) loss on extinguishment of debt (1,025,655) 5,586,012
Non cash lease expense 82,511 72,553
Equity interest granted for other income (123,710)
Equity in net loss from unconsolidated investment 16,413
Prepaid expenses (174,819) (19,729)
Inventory (39,182)
Accounts receivable (80,407) (93,198)
Deposits and other assets (527,115) (4,829)
Deferred revenue 144,851 37,946
Accounts payable and accrued expenses 1,714,902 2,880,392
Unrecognized tax benefit (68,000)
Operating lease liability (84,099) (70,071)
Net Cash Used In Operating Activities (20,518,807) (7,340,487)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Issuance of note receivable
Cash paid for property and equipment (95,935) (44,988)
Deposits (175,000)
Cash paid for minority investment in business (325,000)
Cash paid for equity method investment (510,000) (115,000)
Cash paid for investments in marketable securities (248,272)
Sale of marketable securities 36,048
Cash consideration for acquisition (225,947)
Purchases of digital assets (11,241)
Net Cash Used In Investing Activities (1,168,123) (547,212)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from the exercise of warrant 9,487,223
Net proceeds from issuance of notes 747,937 1,501,661
Repayment of notes (456,233) (492,665)
Proceeds from issuance of demand loan 440,000
Repayment of demand Loan (90,000)
Proceeds from issuance of convertible note 3,610,491 3,650,835
Repayment of convertible notes (941,880) (1,658,001)
Proceeds from issuance of convertible notes - related party 50,000
Proceeds from issuance of note payable - related party 152,989
Repayment of note payable - related party (538,574) (983,752)
Proceeds from issuance of common stock and warrants 5,666,951 6,662,015
Cash received for preferred series E and warrants 6,670,417
Purchase of treasury stock and warrants (89,416)
Net Cash Provided By Financing Activities 17,615,915 15,814,083
Effect of exchange rate changes on cash (41,038) (31,239)
Net Change in Cash (4,112,048) 7,895,145
Cash - Beginning of Year 7,906,782 11,637
Cash - End of year 3,794,734 7,906,782
SUPPLEMENTARY CASH FLOW INFORMATION:    
Income taxes
Interest 60,073 178,461
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 168,667 475,220
Conversion of marketable debt securities into equity securities 102,096
Beneficial conversion feature on convertible notes 3,099,837
Warrants issued with debt 1,665,682 1,078,500
Shares issued with debt 243,741
Issuance of common stock for prepaid services 226,500 585,000
Cancellation of Treasury stock 374,184
Conversion of note payable and interest into convertible notes 385,000
Conversion of Demand loan into notes payable 200,000
Deferred offering costs 4,225
Common stock and warrants issued upon conversion of notes payable 5,156,994 11,217,362
Shares issued for acquisition 1,318,218
Conversion of note payable and interest into convertible notes $ 385,000
Reduction of ROU asset related to re-measurement of lease liability 135,086  
Repayment of promissory notes from Australian R&D credits $ 146,630  
v3.22.1
Organization and Operations
 12 Months Ended
Dec. 31, 2021
Accounting Policies [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 providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, 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 a digital e-commerce agency based in New Jersey.

 

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. 

 

On June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently rebranded as Camp. Plant Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. The results of Plant Camp’s operations have bene included since the date of acquisition in the Statements of Operations.

 

On July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc,. WHE Agency, Inc, is a talent management and public relations agency based in New York. WHE Agency, Inc, has been consolidated due to the Company’s ownership of 55% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.

On August 16, 2021, the Company acquired 16% of the membership interests of Dune, Inc. bring our total membership interests to 21%.

 

On October 3, 2021, the Company acquired 29% of the membership interests of Dune, Inc. bring our total membership interests to 50%. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages. Dune, Inc, has been consolidated due to the Company’s ownership of 50% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations. 
v3.22.1
Significant Accounting Policies and Practices
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Significant Accounting Policies and Practices

Note 2 – Significant 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. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

During the fourth quarter of 2021, management changed its estimates for cost of revenues. This change in estimates did not result in a change to loss from operations or net loss.

 

Actual results could differ from those estimates.

 

Presentation

 

During 2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation.

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, 2021, 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 %
Recreatd, LLC   Delaware     100 %
Give, LLC   Delaware     100 %
Creatd Partners LLC   Delaware     100 %
Dune Inc.   Delaware     50 %
Plant Camp LLC   Delaware     89 %
Sci-Fi Shop, 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 %
WHE Agency, Inc.   Delaware     44 %

 

All inter-company balances and transactions have been eliminated.

 

Variable Interest Entities

 

Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable

  

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, 2021 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. 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 tables 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 
Total assets  $62,733   $
-
   $
-
   $62,733 
                     
Liabilities:                    
Derivative liabilities  $42,231   $
-
   $
-
   $42,231 
Total Liabilities   42,231   $
-
   $
-
   $42,231 

 

Fair Value Measurements as of

December 31, 2021

 

    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   $
    -
     $
       -
     $
        -
     $
        -
  
Total assets   $
-
     $
-
     $
-
     $
-
  
                                 
Liabilities:                                
Derivative liabilities   $
-
     $
-
     $
-
     $
-
  
Total Liabilities    
-
     $
-
     $
-
     $
-
  

 

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, 2021 and 2020:

 

   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation
Methodology		  Unobservable
Inputs
Marketable securities - debt securities  $
         -
   $62,733   Discounted cash flow analysis  Expected cash flows from the investment
                 
Derivative liabilities  $
-
   $42,231   Monte Carlo simulations and Binomial model  Risk free rate Expected volatility; Drift rate

 

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

 

Fair Value Measurements as of

December 31, 2021

 

   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  $50,000   $
       -
   $
         -
   $50,000 
Total assets  $50,000   $
-
   $
-
   $50,000 

 

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  
                                 
Total assets   $ 217,096     $
-
     $
-
     $ 217,096  

 

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, 2021:

 

   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation Methodology  Unobservable Inputs
Equity investments, at cost  $
       -
   $217,096   Qualitative assessment per ASC 321-10-35  Qualitative factors

 

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 change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2021 and 2020 was $0 and $(7,453), respectively.

 

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 observable price changes to the equity investments. The Company monitors for impairment indicators at each balance sheet date.

 

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”) or Financial Claims Scheme (“FCS”) insurable limits . The Company has never experienced any losses related to these balances. As of December 31, 2021 and 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2021 and 2020, was approximately $2.7 million and $7.7 million, respectively. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

 

Concentration of Credit Risk and Other Risks and Uncertainties

 

The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information.

 

The Company operates in Australia and holds total assets of $675,024 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term.

 

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 Intangible 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. During the year ended December 31, 2021 and 2020, the Company recorded an impairment charge of $688,127.00 and $0, respectively for intangible assets.

 

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. The remaining weighted average life of the intangible assets are 7.26 years.

 

Scheduled amortization over the next five years are as follows:

 

Twelve months ending December 31,
       
2022   $ 493,660  
2023     407,848  
2024     347,936  
2025     231,624  
2026     219,749  
Thereafter     732,024  
Total   $ 2,432,841  

Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units.

 

During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill.

 

The following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021.

 

   For the
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 and 2021    $1,035,795 
Goodwill acquired in a business combination   1,374,835 
Impairment of goodwill   (1,035,795)
As of December 31, 2021   1,374,835 

 

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
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 
         -
 
Purchase of marketable securities  $210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
As of December 31, 2020   62,733 
Purchase of marketable securities   
-
 
Interest due at maturity   
-
 
Other than temporary impairment   (62,733)
Conversion of marketable securities   
-
 
December 31, 2021  $
-
 

We invest in debt 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, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2021 and 2020, the Company recognized a $62,733 and $50,000 respectively from the impairment of the debt security.

 

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
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020  $
-
 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
As of December 31, 2020   217,096 
Purchase of equity investments   150,000 
Other than temporary impairment   (102,096)
Conversion to equity method investments   (215,000)
As of December 31, 2021  $50,000 

  

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. During the year ended December 31, 2021 the Company recognized a $102,096 impairment of the equity security.

 

Equity Method Investments

 

Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were indicators of impairment related to our equity method investments for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded an impairment charge of $487,365 for investments.

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 operating expenses, 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 a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares 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 Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, 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.

 

Shipping and Handling Costs

 

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue.

 

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 mile 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 years ended December 31, 2021 and 2020 consists of the following:

 

   Years Ended 
   December 31, 
   2021   2020 
Agency (Managed Services, Branded Content, & Talent Management Services)  $2,256,546   $1,100,199 
Platform (Creator Subscriptions)   1,926,135    70,623 
Ecommerce (Tangible products)   90,433    
-
 
Affiliate Sales   26,453    33,748 
Other Revenue   150    8,300 
   $4,299,717   $1,212,870 

The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the years ended December 31, 2021 and 2020 consists of the following:

 

   Years Ended 
   December 31, 
   2021   2020 
Products and services transferred over time  $4,182,681   $1,100,199 
Products and services transferred at a point in time   117,036    112,671 
   $4,299,717   $1,212,870 

Agency Revenue

 

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 and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, 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. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price.

 

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, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article.
     
  ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client.

 

  ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client.
     
  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. 

 

Talent Management Services

 

Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. 

 

Below are the significant components of a typical agreement pertaining to talent management revenue:

 

  ● Total gross contracts range from $500-$50,000.

 

  ● The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $20,000 in net revenue per contract.

 

  ● The campaign is created and made live by the influencer within one month of the signed agreement, or as previously negotiated with the client.

 

  ● Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels.

 

  ● Most billing for contracts occur 100% at execution of the performance obligation. Net payment terms vary by client.

  

Platform Revenue

 

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 subject to promotional discounts and free trials. 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 Revenue

 

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.

 

E-Commerce Revenue

 

The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”).  The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused items. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention.

 

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue over the next year. As of December 31, 2021, and 2020, the Company had deferred revenue of $234,159 and $88,637, 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 years ended December 31, 2021 and 2020, the Company recorded $110,805 and $53,692, respectively as a bad debt expense. As of December 31, 2021 and 2020, the Company has an allowance for doubtful accounts of $186,147 and $80,509, respectively.

 

Inventory

 

Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of December 31, 2021 and 2020, the Company has no valuation allowance.

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 over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.

 

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.

 

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 volatility is derived from the Company’s historical data 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. Forfeitures are recognized as they occur.

 

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. The vesting period is generally one to three 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, 2021 and 2020, we recognized a $275,213 and $507,242 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 years ended December 31, 2021 and 2020 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, 2021 and 2020:

 

   December 31, 
   2021   2020 
Options   2,902,619    541,021 
Warrants   5,658,830    3,228,235 
Totals   8,561,449    3,769,256 

 

Reclassifications

 

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation.

  

Recently Adopted Accounting Guidance

 

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 updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s consolidated financial statements.

 

Recent Accounting Guidance Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new 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.

 

In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for annual periods after December 15, 2021, including interim periods within those annual periods. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

 

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. 
v3.22.1
Going Concern
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [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, 2021, the Company had an accumulated deficit of $109.6 million, a net loss of $37.3 million and net cash used in operating activities of $21.1 million for the reporting period then ended. 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.
v3.22.1
Inventory
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
Inventory

Note 4 – Inventory

 

Inventory was comprised of the following at December 31, 2021:

 

  

December 31,

2021

 
Packaging  $2,907 
Finished goods   103,496 
   $106,403 
v3.22.1
Property and Equipment
 12 Months Ended
Dec. 31, 2021
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,
2021		   December 31,
2020		 
Computer Equipment  $353,880   $284,928 
Furniture and Fixtures   102,416    86,888 
Leasehold Improvements   11,457    - 
    467,753    371,816 
Less: Accumulated Depreciation   (364,814)   (315,558)
   $102,939   $56,258 

Depreciation expense was $49,254 and $31,094 for the year ended December 31, 2021 and 2020, respectively.
v3.22.1
Equity Investments, at Cost
 12 Months Ended
Dec. 31, 2021
Equity Investments, at Cost [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. During the year ended December 31, 2021, the Company recorded a full impairment on this investment.

 

On October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for $115,000. During the year ended December 31, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 7).

 

On February 17, 2021, the Company entered into a membership interest purchase agreement whereas the Company purchased another 3.3% ownership of a private company for $100,000. During the year ended December 31, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 7).

 

On May 21, 2021, the Company entered into a common stock purchase agreement whereas the Company purchased 10.0% ownership of a private company for $50,000.
v3.22.1
Equity Method Investments
 12 Months Ended
Dec. 31, 2021
Equity Method Investment [Abstract]  
Equity Method Investments

Note 7 – Equity Method Investments

 

During the year ended December 31, 2021, we invested $410,000 in cash into Dune, Inc., and received equity interest for services valued at $123,710 that were recorded to other income on the Statement of Operations. Our investment in Dune, Inc., was accounted for under the equity method until the 29% purchased on October 3, 2021 that increased our ownership to 50.41%. During the year ended December 31, 2021, we recorded $16,413 of losses from this investment as equity in net loss from equity method investment and an impairment in investment of $424,632 related to the remeasurement of previously held interest as of October 3, 2021. These amounts are recorded within our consolidated statements of operations. As of December 31, 2021, our Equity method investment total $0.
v3.22.1
Notes Payable
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Notes Payable

Note 8 – Notes Payable

 

Notes payable as of December 31, 2021 and 2020 is as follows:

 

    Outstanding Principal as of            
    December 31,
2021		     December 31,
2020		     Interest
Rate		     Maturity
Date
Seller’s Choice Note   $ 660,000     $ 660,000       30 %   September 2020
The May 2020 PPP Loan Agreement    
-
       412,500       1 %   April 2022
The April 2020 PPP Loan Agreement     198,577       282,432       1 %   May 2022
The October 2020 Loan Agreement    
-
       55,928       14 %   July 2021
The November 2020 Loan Agreement    
-
       23,716       14 %   May 2021
The February 2021 Loan Agreement    
-
      
-
       14 %   July 2021
The July 2021 Loan Agreement    
-
      
-
       10 %   October 2022
The First December 2021 Loan Agreement     185,655      
-
       10 %   June 2023
The Second December 2021 Loan Agreement     313,979      
-
       14 %   June 2022
      1,358,211       1,434,576              
Less: Debt Discount     (15,547 )    
-
              
Less: Debt Issuance Costs    
-
      
-
              
      1,342,664       1,434,576              
Less: Current Debt     (1,278,672 )     (1,221,539 )            
Total Long-Term Debt   $ 63,992     $ 213,037              

 

Seller’s Choice Note

 

On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. 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, 2021, the Company is in default on the Seller’s Choice note.

 

During the year ended December 31, 2021, the Company accrued interest of $198,000.

 

On March 3, 2022, the Company settled the Seller’s Choice Note for a cash payment of $799,000.

 

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, 2021, the Company accrued interest of $1,637.

 

During the year ended December 31, 2021, the Company repaid $83,855 in principal.

 

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.

 

As each company is only permitted one loan under the CARES Act, there is a possibility the loan may 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, 2021, the Company accrued interest of $396. 

 

During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.

 

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 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 $74,300 AUD or $54,412 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, 2021, the Company accrued $4,850 AUD in interest. 

 

During the year ended December 31, 2021, the Company’s repaid $111,683 in principal and $6,408 in interest from our R&D tax credit receivable.

 

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.

 

During the year ended December 31, 2021, the Company repaid $23,716 in principal and $4,736 of accrued interest.

 

The February 2021 Loan Agreement

 

On February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $111,683 AUD or $81,789 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.

 

During the year ended December 31, 2021, the Company accrued $9,339 AUD in interest. 

 

The April 2021 Loan Agreement

 

On April 9, 2021, the Company entered into a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021 Lender”) whereby the April 2021 Lender issued the Company a promissory note of $128,110 (the “April 2021 Note”). Pursuant to the April 2021 Loan Agreement, the April 2021 Note has an effective interest rate of 11%. The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due.

 

During the year ended December 31, 2021, the Company repaid $92,140 in principal and converted $35,970 into the July 2021 Loan Agreement. As part of the conversion the Company recorded $8,341 as extinguishment expense.

 

The July 2021 Loan Agreement

 

On July 2, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”) whereby the July 2021 Lender issued the Company a promissory note of $137,625 (the “July 2021 Note”). Pursuant to the July 2021 Loan Agreement, the July 2021 Note has an effective interest rate of 10%. The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due.

 

During the year ended December 31, 2021, the Company repaid $113,606 in principal and converted $24,019 into the Second December 2021 Loan. As part of the conversion the Company recorded $7,109 as extinguishment expense.

 

The First December 2021 Loan Agreement

 

On December 3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $191,975 (the “First December 2021 Note”). Pursuant to the First December 2021 Loan Agreement, the First December 2021 Note has an effective interest rate of 9%. The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due.

 

During the year ended December 31, 2021, the Company repaid $6,320 in principal.

 

The Second December 2021 Loan Agreement

 

On December 14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender (the “Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note of $438,096 AUD or $329,127 United States Dollars (the “Second December 2021 Note”). Pursuant to the Second December 2021 Loan Agreement, the Second December 2021 Note has an effective interest rate of 14%. The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.

 

During the year ended December 31, 2021, the Company accrued $2,857 AUD in interest. 
v3.22.1
Convertible Notes Payable
 12 Months Ended
Dec. 31, 2021
Convertible Note Payable [Abstract]  
Convertible Notes Payable

Note 9 – Convertible Notes Payable

 

Convertible notes payable as of December 31, 2021, and 2020, is as follows:

 

    Outstanding Principal as of                         Warrants granted  
   

December 31,

2021

    

December 31,

2020

    

Interest

Rate

    

Conversion

Price

        

Maturity

Date

   Quantity    

Exercise

Price

  
The September 2020 convertible Loan Agreement   $
-
     $ 341,880       12 %    
-
   (*)      September-21     85,555       5  
The First December 2020 convertible Loan Agreement    
-
       600,000       12 %    
-
   (*)      December-21    
-
      
-
  
The October 2020 convertible Loan Agreement    
-
       169,400       6 %    
-
   (*)      October-21    
-
      
-
  
The Second December 2020 convertible Loan Agreement    
-
       169,400       6 %    
-
   (*)      December-21    
-
      
-
  
The May 2021 Loan    
-
      
-
      
-
 %     5.00   (*)      November-22     1,090,908       4.50  
The July 2021 Loan     168,850      
-
       6 %    
-
   (*)      July - 22                
      168,850       1,280,680                                          
Less: Debt Discount     (8,120 )     (309,637 )                                        
Less: Debt Issuance Costs     (1,537 )     (73,527 )                                        
              897,516                                          
Less: Current Debt     (159,193 )     (897,516 )                                        
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 ten percent (10%). The First July 2020 Note matures on June 29, 2021.

 

Upon default or 180 days after issuance 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, 2021, the First July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of First July 2020 Note gave rise to a derivative liability of $112,743. The Company recorded $68,000 as a debt discount and $44,743 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

 

During the year ended December 31, 2021, the Company converted $68,000 in principal and $3,400 in interest into 35,469 shares of the Company’s common stock. 

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 or 180 days after issuance 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.t

 

During the year ended December 31, 2021, the August 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of August 2020 Note gave rise to a derivative liability of $120,759. The Company recorded $65,000 was recorded as a debt discount and $55,759 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

 

During the year ended December 31, 2021, the Company converted $68,000 in principal and $3,400 in interest into 29,859 shares of the Company’s common stock.

 

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 or 180 days after issuance 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. 

 

During the year ended December 31, 2021, the Company repaid $341,880 in principal and $46,200 in interest.

 

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 six percent (6%). The October 2020 Note matures on the first (12th) month anniversary of its issuance date.

 

Upon default or 180 days after issuance 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.

 

During the year ended December 31, 2021, the Second July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of Second July 2020 Note gave rise to a derivative liability of $74,860. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

 

During the year ended December 31, 2021, the Company converted $169,400 in principal and $4,620 in interest into 55,631 shares of the Company’s common stock. 

 

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.

 

During the year ended December 31, 2021 the Company repaid $600,000 in principal and $4,340 in interest.

 

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 six 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.

 

During the year ended December 31, 2021, the Second December 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of Second December 2020 Note gave rise to a derivative liability of $108,880. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

 

During the year ended December 31, 2021, the Company converted $168,900 in principal and $4,605 in interest into 74,706 shares of the Company’s common stock.

 

The May 2021 Convertible Note Offering

 

On May 14, 2021, the Company conducted multiple closings of a private placement offering to accredited investors (the “May 2021 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “May 2021 Investors”) for aggregate gross proceeds of $3,690,491. The May 2021 convertible notes are convertible into shares of the Company’s common stock, par value $.001 per share at a conversion price of $5.00 per share. As additional consideration for entering in the May 2021 Convertible Note Offering, the Company issued 1,090,908 warrants of the Company’s common stock. The May 2021 Convertible Note matures on November 14, 2022. 

 

The Company recorded a $1,601,452 debt discount relating to 1,090,908 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.

 

The Company recorded a $666,669 debt discount relating to an original issue discount and $539,509 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2021, the Company converted $4,666,669 in principal into 933,334 shares of the Company’s common stock.

 

The July 2021 Convertible Loan Agreement

 

On July 6, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with an individual (the “July 2021 Lender”), whereby the July 2021 Lender issued the Company a promissory note of $168,850 (the “July 2021 Note”). Pursuant to the July 2021 Loan Agreement, the July 2021 Note has interest of six percent (6%). The July 2021 Note matures on the first (12th) month anniversary of its issuance date. 

 

Upon default or 180 days after issuance the July 2021 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 $15,850 debt discount relating to an original issue discount and $3,000 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2021, the Company accrued $4,941 in interest.
v3.22.1
Related Party
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party

Note 10 – 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. During the year ended December 31, 2020 the Company recorded an impairment of $11,450.

 

Convertible notes

 

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, 2021 and 2020 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   December 31,
2021		   December 31,
2020		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The September 2020 Goldberg Loan Agreement               -    16,705           7%  September 2022   
      -
    
       -
 
The September 2020 Rosen Loan Agreement   -    3,295    7%  September 2022   
-
    
-
 
    -    20,000                   
Less: Debt Discount   -    (17,068)                  
    -    2,932                   
Less: Current Debt   -    (2,932)                  
   $
-
   $
-
                   

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 10) have a value equal to or less than $6,463,363 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 between 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 gave rise to a derivative liability that has been marked to market during the year ended December 31, 2021, and the change in derivative liability is recorded on Consolidated Statements of Comprehensive Loss. See note 10.

 

On September 15, 2021, the make-whole provision was triggered, causing an increase in principal of the September 2020 Goldberg Note by $939,022.

 

During the year ended December 31, 2021, the Company accrued interest of $3,576.

 

During the year ended December 31, 2021, the Company entered into a settlement agreement whereas the Company agreed to pay $200,000 in cash and $150,000 in shares of Common Stock. 

 

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 10) have a value equal to or less than $1,274,553 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 that has been marked to market during the year ended December 31, 2021, and the change in derivative liability is recorded on Consolidated Statements of Comprehensive Loss. See note 10.

 

On September 15, 2021 the make-whole provision was triggered, causing an increase in principal of the September 2020 Rosen Note by $185,279.

 

During the year ended December 31, 2021, the Company accrued interest of $1,610.

 

During the year ended December 31, 2021, the Company repaid $188,574 in principal and $1,677 in interest.

 

Demand loan

 

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, 2021 and 2020, the Company paid $138,713 and $57,455, respectively for living expenses for officers of the Company.

 

Revenue

 

During the year ended December 31, 2021 the Company received revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.
v3.22.1
Derivative Liabilities
 12 Months Ended
Dec. 31, 2021
Derivative Liability [Abstract]  
Derivative Liabilities

Note 11 – Derivative Liabilities

 

The Company has identified derivative instruments arising from a make-whole feature in the Company’s notes payable during the year ended December 31, 2021. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 10. The Company has also identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the year ended December 31, 2021. For the terms of the conversion features see Note 10. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.

 

The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares 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 Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, 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.

 

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 Monte Carlo simulation model and binomial 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, 2021 and 2020.

 

   Years Ended
December 31, 2021 and 2020		 
   Level 1   Level 2   Level 3 
Derivative liabilities as January 1, 2020  $
-
   $
-
   $
-
 
Addition   
-
    
-
    3,061,688 
Changes in fair value   
-
    
-
    (3,019,457)
Derivative liabilities as January 1, 2021   
-
    
-
    42,231 
Addition   
-
    
-
    417,241 
Extinguishment   
-
    
-
    (431,458)
Conversion to Note payable - related party   
-
    
-
    (1,124,301)
Changes in fair value   
-
    
-
    1,096,287 
Derivative liabilities as December 31, 2021  $
-
   $
-
   $
-
 
v3.22.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity

Note 12 – Stockholders’ Equity

 

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.

 

On August 17, 2020, following board of director’s 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. As a result, all share information in the accompanying consolidated financial statements has been adjusted as if the reverse stock split happened on the earliest date presented.

 

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. 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.

 

During the year ended December 31, 2021, the Company received the $40,000 of the subscription receivable for the Series E Convertible Preferred Stock. The Company has recorded $4,225 to stock issuance costs, which are part of Additional Paid-in Capital.

 

During the year ended December 31, 2021, investors converted 7,278 shares of the Company’s Series E Convertible Preferred Stock into 1,766,449 shares of the Company’s common stock.

 

Common Stock

 

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.

 

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.

  

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.

 

On January 14, 2021, the Company issued 30,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $133,200.

 

On January 20, 2021, the Company issued 40,000 shares of its restricted common stock to consultants in exchange for a year of services at a fair value of $192,000. On May 24, 2021, the Company amended the contract and issued and additional 10,000 shares of its restricted common stock. these shares had a fair value of $34,500. The shares issued to the consultant 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, 2021, the Company recorded $99,908 to stock-based compensation expense related to these shares.

 

On February 1, 2021, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $196,000.

 

On February 3, 2021, the Company issued 1,929 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,198.

 

On February 8, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 2,092 shares of common stock in exchange for services at a fair value of $7,502.

 

On February 18, 2021, the Company issued 10,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $48,000.

 

On February 18, 2021, the Company issued 10,417 shares of its restricted common stock to consultants in exchange for services at a fair value of $50,002.

 

On February 26, 2021, the Company issued 291 shares of its restricted common stock to consultants in exchange for services at a fair value of $1,499.

 

On March 17, 2021, the Company issued 9,624 shares of its restricted common stock to consultants in exchange for services at a fair value of $49,371.

 

On March 28, 2021, the Company issued 31,782 shares of its restricted common stock to settle outstanding vendor liabilities of $125,000.

 

On March 31, 2021, the Company issued 13,113 shares of its restricted common stock to settle outstanding vendor liabilities of $43,667. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $12,719.

 

On April 10, 2021, the Company issued 16,275 shares of its restricted common stock to consultants in exchange for services at a fair value of $69,332.

 

On April 21, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 1,048 shares of common stock in exchange for services at a fair value of $3,587.

 

On June 17, 2021, the Company entered into an underwriting agreement with The Benchmark Company LLC, pursuant to which we agreed to sell to the Underwriter in a firm commitment underwritten public offering an aggregate of 750,000 shares of the Company’s common stock, at a public offering price of $3.40 per share. The Company also granted the Underwriter a 30-day option to purchase up to an additional 112,500 shares of Common Stock to cover over-allotments, if any. The Offering closed on June 21, 2021. The net proceeds to the Company from the equity raise was $2,213,500. As part of the underwriting agreement the Company issued 46,667 warrants of the Company’s common stock to Benchmark. The warrants have an exercise price $5.40 and a term of five years. On July 9, 2021, the Representative exercised the over-allotment option to purchase an additional 954,568 shares of Common Stock.

 

On July 20, 2021, the Company issued 2,154 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,570.

 

On July 15, 2021, the Company issued 715 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

 

On August 15, 2021, the Company issued 820 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

 

On August 26, 2021, the Company issued 348 shares of its restricted common stock to consultants in exchange for services at a fair value of $999.

 

On September 15, 2021, the Company issued 793 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

 

On October 25, 2021, the Company entered into a securities purchase agreement with institutional investors resulting in the raise of $3,407,250 in gross proceeds to the Company. Pursuant to the terms of the purchase agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 850,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $4.50 per Share.

 

On November 5, 2021, the Company issued 25,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $85,750.

 

On November 15, 2021, the Company issued 13,392 shares of its restricted common stock to consultants in exchange for services at a fair value of $41,917.

 

On November 29, 2021, the Company issued 250,000 shares of its restricted common stock to settle outstanding vendor liabilities of $576,783. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $33,217.

 

On November 29, 2021, the Company issued 101,097 shares of its restricted common stock to consultants in exchange for services at a fair value of $246,676.

 

On December 3, 2021, the Company issued 194 shares of its restricted common stock to consultants in exchange for services at a fair value of $429.

 

On December 14, 2021, the Company issued 211 shares of its restricted common stock to consultants in exchange for services at a fair value of $452.

 

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 years December 31, 2021 and 2020, are as follows:

 

   December 31,
2021		   December 31,
2020		 
Exercise price   $ 2.09 - 4.89       $ 8.55 
Expected dividends   0%    0% 
Expected volatility   169.78 – 242.98%    229.95% 
Risk free interest rate   0.46 – 1.26%    0.25% 
Expected life of option   5 - 7 years      5.67 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 – January 1, 2020 – 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 
                
Balance – December 31, 2020 – outstanding   541,021    12.75    3.27 
Granted   2,425,762    5.97    5.91 
Exercised   
-
    
-
    
-
 
Forfeited/Cancelled   (64,164)   13.06    
-
 
Balance – December 31, 2021 – outstanding   2,902,619    7.07    4.71 
Balance – December 31, 2021 – exercisable   1,165,191    9.01    4.12 

 

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)		 
$7.07    2,902,619    4.71    9.01    1,165,191    4.12 

 

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 recorded 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.

 

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $7,616,195 and $4,092,013, for the year ended December 31, 2021 and 2020, respectively.

 

As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year.

 

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, 2021 are as follows:

 

    December 31,  
2021		     December 31,
2020  		  
Exercise price   $ 4.50 – 5.40     $ 4.50 - 18.00  
Expected dividends     0 %     0 %
Expected volatility     232.10% - 237.14 %     234.03% - 247 %
Risk free interest rate     0.82% - 0.89 %     0.21% - 1.63 %
Expected life of warrant     5 – 5.5 years       5 years  

 

Warrant Activities

 

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

 

   Warrant   Weighted
Average
Exercise
Price		 
Balance – January 1, 2020 – 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 
           
Balance – December 31, 2020 – outstanding   6,130,948    4.96 
Granted   1,961,267    5.60 
Exercised   (2,414,218)   4.55 
Forfeited/Cancelled   (19,167)   24.00 
Balance – December 31, 2021 – outstanding   5,658,830    4.98 
Balance – December 31, 2021 – exercisable   5,616,330   $4.97 

 

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		 
$4.98    5,658,830    3.80    4.97    5,616,330    3.79 

 

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 down-round 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, 2021, the Company issued 2,250,691 shares of common stock to a certain warrant holder upon the exercise of 2,414,218 warrants. The Company received $9,487,223 in connection with the exercise of the warrant.

 

During the year ended December 31, 2021, a total of 486,516 warrants were issued in connection with the Series E Convertible Preferred Stock raise.

 

During the year ended December 31, 2021, a total of 1,137,575 warrants were issued with convertible notes (See Note 9 above). The warrants have a grant date fair value of $3,258,955 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2021, some of the Company’s warrants had a down-round provision triggered that also resulted in an additional 127,801 warrants to be issued. A deemed dividend of $410,750 was recorded to the Statements of Comprehensive Loss.

 

During the year ended December 31, 2021, the Company issued 80,000 warrants in connection with the underwriting agreement.

 

Stock-based compensation for stock warrants of 129,375 has been recorded in the Consolidated Statements of Comprehensive Loss and totaled $480,863, for the year ended December 31, 2021.

 

Share-based awards, restricted stock award (“RSAs”)

 

On February 4, 2021, the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance.

 

A summary of the activity related to RSUs for the year ended December 31, 2021 is presented below:

 

Restricted stock units (RSUs)   Total
shares		     Grant date
fair value		  
RSAs non-vested at January 1, 2021    
-
     $ -  
RSAs granted     112,010     $ 2.71 – 4.32  
RSAs vested    
-
     $ -  
RSAs forfeited     (13,927 )   $ 3.75 – 4.32  
RSAs non-vested December 31, 2021     98,083     $ 2.71 – 4.32  

 

Stock-based compensation for RSA’s has been recorded in the consolidated statements of operations and totaled $391,035 for the year ended December 31, 2021.
v3.22.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 13 – 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 may be called by the SBA and the Company would have to repay the loan in full at such time.

 

As of December 31, 2021, the May 2020 PPP Loan is no longer outstanding, as during the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. As of December 31, 2021 there was $198,655 in principal outstanding on the April 2020 PPP Loan. 

 

Litigation

 

On or about June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd, Inc. 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. Plaintiff also sought to have a receiver appointed by the Court to take over Creatd’s operations. After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed as of March 3, 2022.

 

On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are 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.

 

On July 28, 2021, the Company signed a 3-year lease for approximately 1,364 square feet of office space at 1674 Meridian Avenue, Miami Beach, Florida 33139. The office space is currently under construction and the Company’s commencement date was April 1, 2022. The total amount due under this lease is $181,300.

 

On February 16, 2022, the company entered into a termination agreement whereas CRTD agrees to pay $115,000 and forfeit the security deposit of $16,836. The lease was terminated as of February 28, 2022 and was determined that the lease agreement was abandoned under ASC 842- 20 -35 -10. The Company updated useful life of the ROU asset and marked the ROU asset and lease liability its single lease cost of $18,451.

 

   Year
Ended
December 31,
2021		 
Operating lease cost  $202,804 
Short term lease cost   14,041 
Total net lease cost  $216,845 

 

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

 

   Year
Ended
December 31,
2021		 
Cash paid for amounts included in the measurement of lease liabilities:    
Operating lease payments  $100,100 
Weighted average remaining lease term (in years):   0.17 
Weighted average discount rate:   0%

 

Total payments required under the lease as of December 31, 2021, are $18,451 and will recognized in the first quarter of 2022.

 

Rent expense for the year ended December 31, 2021 and 2020 was $216,845 and $107,737, respectively. 
v3.22.1
Acquisition
 12 Months Ended
Dec. 31, 2021
Asset Acquisition [Abstract]  
Acquisition

Note 14 – Acquisition

 

Plant Camp LLC

 

On June 1, 2021, the Company, entered into a Membership Interest Purchase Agreement (the “MIPA”) with Angela Hein (“Hein”) and Heidi Brown (“Brown”, and together with Hein, the “Sellers”), pursuant to which the Purchaser acquired 490,863 common units (the “Membership Interests”) of Plant Camp LLC, a Delaware limited liability company (“Plant Camp”) from the Sellers, resulting in the Purchaser owning 33% of the issued and outstanding equity of Plant Camp. The Membership Interests were purchased for $175,000.

 

On June 4, 2021, the Company, entered into a MIPA with Sellers, pursuant to which the Purchaser acquired 841,005 common units of Plant Camp from the Sellers, resulting in the Purchaser owning a total of 89% of the issued and outstanding equity of Plant Camp. The additional Membership Interests were purchased for $300,000. The acquisition was accounted for as a step acquisition however there was no change in value of the Company’s existing equity interest. The Company utilized the fair value of the consideration to determine the fair value of the existing equity interest based on the total merger consideration offered.

 

The following sets forth the components of the purchase price:

 

Purchase price:    
Cash paid to seller  $300,000 
Fair value of equity investment purchased on June 1, 2021   175,000 
Total purchase price   475,000 
      
Assets acquired:     
Cash   5,232 
Accounts Receivable   7,645 
Inventory   19,970 
Total assets acquired   32,847 
      
Liabilities assumed:     
Accounts payable and accrued expenses   5,309 
Deferred Revenue   671 
Total liabilities assumed   5,980 
      
Net assets acquired   26,867 
      
Non-controlling interest in consolidated subsidiary   56,865 
      
Excess purchase price  $504,998 

 

The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

 

Goodwill  $7,198 
Trade Names & Trademarks   100,000 
Know-How and Intellectual Property   316,500 
Website   51,300 
Customer Relationships   30,000 
      
Excess purchase price  $504,998 

 

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

 

The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp as if the entities were combined on January 1, 2020.

 

   Year Ended 
   December 31, 
   2021 
Revenues  $4,335,593 
Net loss attributable to common shareholders  $(37,822,820)
Net loss per share  $(2.99)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended
December 31,
2020		 
Revenues  $1,213,430 
Net loss attributable to common shareholders  $(27,476,400)
Net loss per share  $(5.71)
Weighted average number of shares outstanding   4,812,153 

 

WHE Agency, Inc.

 

On July 20, 2021, the Company entered into a Stock Purchase Agreement to purchase 44% ownership and 55% of voting power of the issued and outstanding shares of WHE Agency, Inc., (“WHE”). The aggregate closing consideration was $1,038,271, which consists of a combination of $144,750 in cash and $893,521 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.98 per share. Based on the purchase price of $1,038,271 for 44% ownership, the fair value of the non-controlling interest was estimated to be $1,190,000 based on the consideration from the Company.

 

WHE is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators.

 

The following sets forth the components of the purchase price:

 

Purchase price:    
Cash paid to seller  $144,750 
Shares granted to seller   893,521 
Total purchase price   1,038,271 
      
Assets acquired:     
Cash   26,575 
Accounts Receivable   446,272 
Total assets acquired   472,847 
      
Liabilities assumed:     
Accounts payable and accrued expenses   353,017 
Total liabilities assumed   353,017 
      
Net assets acquired   119,830 
      
Non-controlling interest in consolidated subsidiary   1,190,000 
      
Excess purchase price  $2,108,442 

 

The excess purchase price amounts were recorded to goodwill and is provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

 

Goodwill  $1,349,697 
Trade Names & Trademarks   85,945 
Non-Compete Agreements   45,190 
Influencers / Customers   627,610 
      
Excess purchase price  $2,108,442 

 

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

 

The following presents the unaudited pro-forma combined results of operations of the Company with WHE as if the entities were combined on January 1, 2020.

 

   Year Ended 
   December 31, 
   2021 
Revenues  $4,916,777 
Net loss attributable to common shareholders  $(37,707,250)
Net loss per share  $(2.98)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended 
   December 31, 
   2020 
Revenues  $1,685,336 
Net loss attributable to common shareholders  $(27,235,057)
Net loss per share  $(5.66)
Weighted average number of shares outstanding   4,812,153 

 

Dune Inc.

 

Prior to October 3, 2021, the Company invested $732,297 into Dune See note 6 & 7. Using step acquisition accounting, the Company decreased the value of its existing equity interest to its fair value based on its purchase price on October 3, 2021, resulting in the recognition of an impairment in investment of $424,632, which was included in within our consolidated statements of operations. The Company utilized the fair value of the consideration to determine the fair value of the existing equity interest based on the total merger consideration offered and the Company’s stock price at acquisition.

 

On October 3, 2021, we, through Creatd Partners, LLC (“Buyer”), entered into a Stock Purchase Agreement (the “Dune Agreement”) with Standard Holdings, Inc. (“SHI”) and Mark De Luca (“De Luca”) (SHI and De Luca, collectively the “Dune Sellers”), and Stephanie Roy Dufault, whereby Buyer purchased a majority stake in Dune, Inc., a Delaware corporation (“Dune”). Pursuant to the Dune Agreement, which closed on October 4, 2021, Buyer acquired a total of 3,905,634 shares of the common stock of Dune (the “Purchased Shares”). The Company issued 163,344 restricted shares of the Company’s common stock to the Dune Sellers.

 

In addition, pursuant to the Dune Agreement, $50,000 worth of the Company’s common stock issuable to the Dune Sellers on a pro rata basis, priced in accordance with the terms and conditions set forth in the Dune Agreement (the “Indemnification Escrow Amount”), shall be held in escrow and reserved in each Dune Seller’s name by the Company’s transfer agent until such time as release is authorized under the Agreement.

 

The following sets forth the components of the purchase price:

 

Purchase price:    
Shares granted to seller  $424,698 
Fair value of equity investment purchased before October 4, 2021   307,665 
Total purchase price   732,363 
      
Assets acquired:     
Cash   186,995 
Inventory   47,250 
Total assets acquired   234,246 
      
Liabilities assumed:     
Accounts payable   40,000 
Total liabilities assumed   40,000 
      
Net assets acquired   194,246 
      
Non-controlling interest in consolidated subsidiary   720,581 
      
Excess purchase price  $1,258,698 

 

Due to the limited amount of time since the acquisition date, the assets and liabilities of Dune Inc. were recorded based primarily on their acquisition date carrying values. Management believes the estimated fair value of these accounts on the acquisition date approximates their carrying value as reflected in the table above due to the short-term nature of these instruments. The remaining assets and liabilities primarily consisted of goodwill, customer relationships, know how, and tradenames. We will adjust the remaining assets and liabilities to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition data.

 

The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

 

Goodwill  $17,941 
Trade Names & Trademarks   249,248 
Know-How and Intellectual Property   788,870 
Website   127,864 
Customer Relationships   74,774 
      
Excess purchase price  $1,258,698 

 

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

 

The following presents the unaudited pro-forma combined results of operations of the Company with Dune as if the entities were combined on January 1, 2020.

 

   Year Ended 
   December 31, 
   2021 
Revenues  $4,299,717 
Net loss attributable to common shareholders  $(38,265,301)
Net loss per share  $(3.02)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended 
   December 31, 
   2020 
Revenues  $1,212,870 
Net loss attributable to common shareholders  $(27,382,216)
Net loss per share  $(5.69)
Weighted average number of shares outstanding   4,812,153 
v3.22.1
Segment Information
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Segment Information

Note 15 – Segment Information

 

We operate in three reportable segments: Creatd Labs, Creatd Ventures, and Creatd Partners. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker (CODM) to evaluate performance, which is generally the segment’s operating losses.

 

Operations of:   Products and services provided:
Creatd Labs  

Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its  digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees.

 

Creatd Ventures  

Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy.

 

Creatd Partners   Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions.

 

The following tables present certain financial information related to our reportable segments and Corporate:

 

   As of December 31, 2021 
   Creatd Labs   Creatd Ventures   Creatd Partners   Corporate   Total 
                     
Accounts receivable, net  $
-
   $2,884   $334,556   $
-
   $337,440 
Prepaid expenses and other current assets   48,495    
-
    
-
    188,170    236,665 
Deposits and other assets   626,529    
-
    
-
    92,422    718,951 
Intangible assets   
-
    1,637,924    783,676    11,241    2,432,841 
Goodwill   
-
    25,139    1,349,696    
-
    1,374,835 
Inventory   
-
    106,403    
-
    
-
    106,403 
All other assets   
-
    
-
    
-
    3,966,124    3,966,124 
Total Assets  $675,024   $1,772,350   $2,467,928   $4,257,957   $9,173,259 
                          
Accounts payable and accrued liabilities  $9,693   $766,253   $6,232   $2,948,362   $3,730,540 
Note payable, net of debt discount and issuance costs   313,979    
-
    
-
    1,028,685    1,342,664 
Deferred revenue   161,112    13,477    59,570    
-
    234,159 
All other Liabilities   
-
    
-
    
-
    177,644    177,644 
Total Liabilities  $484,784   $779,730   $65,802   $4,154,691   $5,485,007 

 

   As of December 31, 2020 
   Creatd Labs   Creatd Partners   Corporate   Total 
                 
Accounts receivable, net  $3,800   $86,555   $
-
   $90,355 
Prepaid expenses and other current assets   19,631    
-
    4,225    23,856 
Intangible assets   
-
    960,611    
-
    960,611 
Goodwill   
-
    1,035,795    
-
    1,035,795 
All other assets   
-
    
-
    8,673,863    8,673,863 
Total Assets  $23,431   $2,082,961   $8,678,088   $10,784,480 
                     
Accounts payable and accrued liabilities  $6,221   $83,964   $2,548,503   $2,638,688 
Note payable, net of debt discount and issuance costs   55,928    
-
    1,165,611    1,221,539 
Deferred revenue   
-
    88,637    
-
    88,637 
All other Liabilities   
-
    
-
    1,390,420    1,390,420 
Total Liabilities  $62,149   $172,601   $5,104,534   $5,339,284 

 

    For the year ended December 31, 2021  
    Creatd Labs     Creatd Ventures     Creatd Partners     Corporate     Total  
                               
Net revenue   $ 1,926,374     $ 90,194     $ 2,283,149     $
-
     $ 4,299,717  
Cost of revenue     3,186,240       148,989       1,964,808      
-
       5,300,037  
Gross margin     (1,259,866 )     (58,940 )     318,341      
-
       (1,000,320 )
                                         
Research and development     758,293       131       225,104      
-
       983,528  
Marketing     8,182,935      
-
       962,698       481,349       9,626,982  
Stock based compensation     1,727,021       1,560,546       1,884,986       4,488,615       9,661,168  
Impairment of  goodwill    
-
      
-
       1,035,795      
-
       1,035,795  
General and administrative not including depreciation,  amortization, or Impairment     3,918,130       1,665,783       1,600,212       2,791,236       9,975,360  
Depreciation and amortization    
-
       100,633       252,730       44,076       397,440  
Impairment of intangibles    
-
      
-
       688,127      
-
       688,127  
                                         
Total operating expenses   $ 14,586,379     $ 3,327,093     $ 6,649,652     $ 11,803,003     $ 32,368,400  
                                         
Interest expense     (12,706 )    
-
      
-
       (359,400 )     (372,106 )
All other expenses    
-
      
-
      
-
       (3,638,327 )     (3,638,327 )
Other expenses, net     (12,706 )                     (3,997,727 )     (4,010,433 )
                                         
Loss before income tax provision and equity in net loss from unconsolidated investments   $ (15,858,951 )   $ (3,385,888 )   $ (6,331,311 )   $ (11,803,003 )   $ (37,379,153 )

 

   For the year ended December 31, 2020 
    Creatd Labs   Creatd Partners   Corporate   Total 
                 
Net revenue  $375,043   $837,827   $
-
   $1,212,870 
Cost of revenue   652,259    842,783    
-
    1,495,042 
Gross margin   (277,216)   (4,956)   
-
    (282,172)
                     
Research and development   227,656    29,775    
-
    257,431 
Marketing   2,426,668    285,490    142,745    2,854,904 
Stock based compensation   1,226,495    1,338,678    4,295,990    6,861,163 
General and administrative not including depreciation,  amortization, or Impairment   2,301,088    939,792    2,592,581    5,858,454 
Depreciation and amortization   
-
    132,768    24,993    157,761 
Impairment of intangibles   
-
    
-
    11,450    11,450 
Total operating expenses  $6,181,907   $2,726,504   $7,067,759   $16,001,163 
                     
Interest expense   (15,828)   
-
    (356,278)   (372,106)
All other expenses   
-
    
-
    (7,557,342)   (7,557,342)
Other expenses, net   (15,828)   
-
    (7,913,620)   (7,929,448)
                     
Loss before income tax provision and equity in net loss from unconsolidated investments  $(6,474,951)  $(2,731,460)  $(14,981,379)  $(24,212,783)

 

During the year ended December 31, 2021, Creatd Partners acquired assets from the Purchase of WHE. See note 14 for a list of assets acquired.

 

During the year ended December 31, 2021, Creatd Ventures acquired assets from the Purchase of Dune and Plant Camp. See note 14 for a list of assets acquired.
v3.22.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

Note 16 –Income Taxes

 

Components of deferred tax assets are as follows:

 

   December 31,
2021		   December 31,
2020		 
Net deferred tax assets – Non-current:        
Depreciation  $(70,194)  $(145,749)
Amortization   95,115    21,096 
Stock based compensation   4,369,372    1,653,617 
Expected income tax benefit from NOL carry-forwards   15,073,606    8,780,233 
Less valuation allowance   (19,467,900)   (10,309,197)
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,
2021		   For the
Year Ended
December 31,
2020		 
         
Federal statutory income tax rate   21.0%   21.0%
State tax rate, net of federal benefit   7.1%   6.5%
           
Change in valuation allowance on net operating loss carry-forwards   (28.1)%   (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, 2021 and 2020:

 

   2021   2020 
Balance at January 1,  $
  -
   $68,000 
Additions based on tax positions relating to the current year   
-
    
-
 
Reductions for tax positions of prior years   
-
    (68,000)
           
Balance at December 31,  $
-
   $
-
 

 

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 years ended December 31, 2021 and 2020. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2021 and 2020.

 

As of December 31, 2021, the Company had approximately $54 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2034 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.
v3.22.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

Note 17 – Subsequent Events 

 

Board of Directors and Management

 

Appointment of New Directors

 

On February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board. Ms. Bloor has been nominated to, and will serve as, chair of the Compensation Committee, and to be a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Justus has been nominated, and will serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee. Ms. Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating & Corporate Governance Committee.

 

Departure of Directors

 

On February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Management Restructuring

 

On February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief Executive Officer (the “Second Restructuring”). Prior to the Second Restructuring, Mr. Frommer and Ms. Weisberg served as the Company’s co-Chief Executive Officers and Ms. Weisberg served as the Company’s Chief Operating Officer. The Second Restructuring does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the Company’s President and Chief Operating Officer, Justin Maury.

 

Securities Purchase Agreement

 

On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share.

 

Nasdaq Notice of Delisting

 

On March 1, 2022, the Company received a letter (the “Letter”) from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange has determined to delist the Company’s common stock from the Exchange based on the Company’s Market Value of Listed Securities for the 30-consecutive day period between January 15, 2022 and February 25, 2022 falling short of the requirements under Listing Rule 5550(b)(2) (the “Rule”). Although a 180-day period is typically allowed for an issuer to regain compliance, the Company is not eligible to use such compliance period, as the Exchange had instituted a Panel Monitor through March 9, 2022.

 

The Company is pursuing an appeal to the Panel of such determination, in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing will be stayed pending the Panel’s decision.

 

The Company intends to present to the Panel evidence that the Company has regained compliance with the Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing.

 

The Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded on the Exchange, subject to the Company’s compliance with other continued listing requirements. The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

 

Registered Direct Offering

 

On March 7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027.

 

Acquisition of Denver Bodega, LLC d/b/a Basis

 

On March 7, 2022, the Company entered into a Membership Interest Purchase (the “Agreement”) with Henry Springer and Kyle Nowak (collectively the “Sellers”), whereby the Company purchased a majority stake in Denver Bodega, LLC, a Colorado limited liability company whose product is Basis, a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Pursuant to the Agreement, Creatd acquired all of the issued and outstanding membership interests of Denver Bodega, LLC for consideration of one dollar ($1.00), as well as the Company’s payoff, assumption, or satisfaction of certain debts and liabilities totaling $278,163.

 

Settlement of Home Revolution Litigation

 

On March 3, 2022, after substantial motion practice, Creatd successfully settled the dispute with Home Revolution, LLC for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed.

 

Note Conversions

 

Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock.

 

Promissory Note

 

Subsequent to December 31, 2021, the Company entered into one promissory note agreement with net proceeds of $300,000 and one promissory note agreement with net proceeds of AUD$224,540.

 

Consultant Shares

 

Subsequent to December 31, 2021, the Company issued 183,590 shares of Common Stock to consultants.

 

Employment Agreements

 

On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).

 

Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights.

 

The foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of Amended Executive Employment Agreements, copies of which are filed as Exhibits 10.40, 10.41, 10.42 and 10.43 to this Annual Report on Form 10-K and is incorporated herein by reference.  
v3.22.1
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Use of Estimates 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. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

During the fourth quarter of 2021, management changed its estimates for cost of revenues. This change in estimates did not result in a change to loss from operations or net loss.

 

Actual results could differ from those estimates.

 
Presentation Presentation During 2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation.
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, 2021, 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 %
Recreatd, LLC   Delaware     100 %
Give, LLC   Delaware     100 %
Creatd Partners LLC   Delaware     100 %
Dune Inc.   Delaware     50 %
Plant Camp LLC   Delaware     89 %
Sci-Fi Shop, 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 %
WHE Agency, Inc.   Delaware     44 %

 

All inter-company balances and transactions have been eliminated.

 
Variable Interest Entities

Variable Interest Entities

 

Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable

  
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, 2021 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. 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 tables 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 
Total assets  $62,733   $
-
   $
-
   $62,733 
                     
Liabilities:                    
Derivative liabilities  $42,231   $
-
   $
-
   $42,231 
Total Liabilities   42,231   $
-
   $
-
   $42,231 

 

Fair Value Measurements as of

December 31, 2021

 

    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   $
    -
     $
       -
     $
        -
     $
        -
  
Total assets   $
-
     $
-
     $
-
     $
-
  
                                 
Liabilities:                                
Derivative liabilities   $
-
     $
-
     $
-
     $
-
  
Total Liabilities    
-
     $
-
     $
-
     $
-
  

 

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, 2021 and 2020:

 

   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation
Methodology		  Unobservable
Inputs
Marketable securities - debt securities  $
         -
   $62,733   Discounted cash flow analysis  Expected cash flows from the investment
                 
Derivative liabilities  $
-
   $42,231   Monte Carlo simulations and Binomial model  Risk free rate Expected volatility; Drift rate

 

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

 

Fair Value Measurements as of

December 31, 2021

 

   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  $50,000   $
       -
   $
         -
   $50,000 
Total assets  $50,000   $
-
   $
-
   $50,000 

 

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  
                                 
Total assets   $ 217,096     $
-
     $
-
     $ 217,096  

 

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, 2021:

 

   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation Methodology  Unobservable Inputs
Equity investments, at cost  $
       -
   $217,096   Qualitative assessment per ASC 321-10-35  Qualitative factors

 

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 change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2021 and 2020 was $0 and $(7,453), respectively.

 

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 observable price changes to the equity investments. The Company monitors for impairment indicators at each balance sheet date.

 
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”) or Financial Claims Scheme (“FCS”) insurable limits . The Company has never experienced any losses related to these balances. As of December 31, 2021 and 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2021 and 2020, was approximately $2.7 million and $7.7 million, respectively. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

 
Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

 

The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information.

 

The Company operates in Australia and holds total assets of $675,024 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term.

 
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 Intangible 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. During the year ended December 31, 2021 and 2020, the Company recorded an impairment charge of $688,127.00 and $0, respectively for intangible assets.

 

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. The remaining weighted average life of the intangible assets are 7.26 years.

 

Scheduled amortization over the next five years are as follows:

 

Twelve months ending December 31,
       
2022   $ 493,660  
2023     407,848  
2024     347,936  
2025     231,624  
2026     219,749  
Thereafter     732,024  
Total   $ 2,432,841  

Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units.

 

During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill.

 

The following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021.

 

   For the
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 and 2021    $1,035,795 
Goodwill acquired in a business combination   1,374,835 
Impairment of goodwill   (1,035,795)
As of December 31, 2021   1,374,835 

 
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
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 
         -
 
Purchase of marketable securities  $210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
As of December 31, 2020   62,733 
Purchase of marketable securities   
-
 
Interest due at maturity   
-
 
Other than temporary impairment   (62,733)
Conversion of marketable securities   
-
 
December 31, 2021  $
-
 

We invest in debt 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, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2021 and 2020, the Company recognized a $62,733 and $50,000 respectively from the impairment of the debt security.

 

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
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020  $
-
 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
As of December 31, 2020   217,096 
Purchase of equity investments   150,000 
Other than temporary impairment   (102,096)
Conversion to equity method investments   (215,000)
As of December 31, 2021  $50,000 

  

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. During the year ended December 31, 2021 the Company recognized a $102,096 impairment of the equity security.

 
Equity Method Investments

Equity Method Investments

 

Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were indicators of impairment related to our equity method investments for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded an impairment charge of $487,365 for investments.
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 operating expenses, 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 a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares 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 Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, 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.

 
Shipping and Handling Costs

Shipping and Handling Costs

 

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue.

 
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 mile 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 years ended December 31, 2021 and 2020 consists of the following:

 

   Years Ended 
   December 31, 
   2021   2020 
Agency (Managed Services, Branded Content, & Talent Management Services)  $2,256,546   $1,100,199 
Platform (Creator Subscriptions)   1,926,135    70,623 
Ecommerce (Tangible products)   90,433    
-
 
Affiliate Sales   26,453    33,748 
Other Revenue   150    8,300 
   $4,299,717   $1,212,870 

The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the years ended December 31, 2021 and 2020 consists of the following:

 

   Years Ended 
   December 31, 
   2021   2020 
Products and services transferred over time  $4,182,681   $1,100,199 
Products and services transferred at a point in time   117,036    112,671 
   $4,299,717   $1,212,870 

Agency Revenue

 

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 and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, 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. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price.

 

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, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article.
     
  ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client.

 

  ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client.
     
  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. 

 

Talent Management Services

 

Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. 

 

Below are the significant components of a typical agreement pertaining to talent management revenue:

 

  ● Total gross contracts range from $500-$50,000.

 

  ● The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $20,000 in net revenue per contract.

 

  ● The campaign is created and made live by the influencer within one month of the signed agreement, or as previously negotiated with the client.

 

  ● Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels.

 

  ● Most billing for contracts occur 100% at execution of the performance obligation. Net payment terms vary by client.

  

Platform Revenue

 

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 subject to promotional discounts and free trials. 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 Revenue

 

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.

 

E-Commerce Revenue

 

The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”).  The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused items. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention.

 
Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue over the next year. As of December 31, 2021, and 2020, the Company had deferred revenue of $234,159 and $88,637, 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 years ended December 31, 2021 and 2020, the Company recorded $110,805 and $53,692, respectively as a bad debt expense. As of December 31, 2021 and 2020, the Company has an allowance for doubtful accounts of $186,147 and $80,509, respectively.

 
Inventory

Inventory

 

Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of December 31, 2021 and 2020, the Company has no valuation allowance.
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 over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.

 

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.

 

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 volatility is derived from the Company’s historical data 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. Forfeitures are recognized as they occur.

 

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. The vesting period is generally one to three 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, 2021 and 2020, we recognized a $275,213 and $507,242 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 years ended December 31, 2021 and 2020 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, 2021 and 2020:

 

   December 31, 
   2021   2020 
Options   2,902,619    541,021 
Warrants   5,658,830    3,228,235 
Totals   8,561,449    3,769,256 

 
Reclassifications

Reclassifications

 

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation.

  
Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

 

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 updated guidance, which became effective for fiscal years beginning after December 15, 2020, 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new 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.

 

In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for annual periods after December 15, 2021, including interim periods within those annual periods. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

 

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. 
v3.22.1
Significant Accounting Policies and Practices (Tables)
 12 Months Ended
Dec. 31, 2021
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 %
Recreatd, LLC   Delaware     100 %
Give, LLC   Delaware     100 %
Creatd Partners LLC   Delaware     100 %
Dune Inc.   Delaware     50 %
Plant Camp LLC   Delaware     89 %
Sci-Fi Shop, 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 %
WHE Agency, Inc.   Delaware     44 %

 
Schedule of relevant assets and liabilities that are measured at fair value on 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 
Total assets  $62,733   $
-
   $
-
   $62,733 
                     
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:                                
Marketable securities - debt securities   $
    -
     $
       -
     $
        -
     $
        -
  
Total assets   $
-
     $
-
     $
-
     $
-
  
                                 
Liabilities:                                
Derivative liabilities   $
-
     $
-
     $
-
     $
-
  
Total Liabilities    
-
     $
-
     $
-
     $
-
  

 

   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  $50,000   $
       -
   $
         -
   $50,000 
Total assets  $50,000   $
-
   $
-
   $50,000 

 

    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  
                                 
Total assets   $ 217,096     $
-
     $
-
     $ 217,096  

 
Schedule of fair value measurement inputs and valuation methodology
   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation
Methodology		  Unobservable
Inputs
Marketable securities - debt securities  $
         -
   $62,733   Discounted cash flow analysis  Expected cash flows from the investment
                 
Derivative liabilities  $
-
   $42,231   Monte Carlo simulations and Binomial model  Risk free rate Expected volatility; Drift rate

 

   Fair Value
As of
December 31,
2021		   Fair Value
As of
December 31,
2020		   Valuation Methodology  Unobservable Inputs
Equity investments, at cost  $
       -
   $217,096   Qualitative assessment per ASC 321-10-35  Qualitative factors

 
Schedule of property and equipment estimated useful lives
    Estimated
Useful Life
(Years)
     
Computer equipment and software   3
Furniture and fixtures   5

 
Schedule of amortization over the next five years
Twelve months ending December 31,
       
2022   $ 493,660  
2023     407,848  
2024     347,936  
2025     231,624  
2026     219,749  
Thereafter     732,024  
Total   $ 2,432,841  
Schedule of changes in marketable securities
   For the
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 and 2021    $1,035,795 
Goodwill acquired in a business combination   1,374,835 
Impairment of goodwill   (1,035,795)
As of December 31, 2021   1,374,835 

 

   For the
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020 
         -
 
Purchase of marketable securities  $210,000 
Interest due at maturity   4,829 
Other than temporary impairment   (50,000)
Conversion of marketable securities   (102,096)
As of December 31, 2020   62,733 
Purchase of marketable securities   
-
 
Interest due at maturity   
-
 
Other than temporary impairment   (62,733)
Conversion of marketable securities   
-
 
December 31, 2021  $
-
 

   For the
years ended
December 31,
2021 and
2020		 
   Total 
As of January 1, 2020  $
-
 
Purchase of equity investments   115,000 
Conversion of marketable securities   102,096 
As of December 31, 2020   217,096 
Purchase of equity investments   150,000 
Other than temporary impairment   (102,096)
Conversion to equity method investments   (215,000)
As of December 31, 2021  $50,000 

  
Schedule of revenue disaggregated by revenue
   Years Ended 
   December 31, 
   2021   2020 
Agency (Managed Services, Branded Content, & Talent Management Services)  $2,256,546   $1,100,199 
Platform (Creator Subscriptions)   1,926,135    70,623 
Ecommerce (Tangible products)   90,433    
-
 
Affiliate Sales   26,453    33,748 
Other Revenue   150    8,300 
   $4,299,717   $1,212,870 
Schedule of revenue recognition
   Years Ended 
   December 31, 
   2021   2020 
Products and services transferred over time  $4,182,681   $1,100,199 
Products and services transferred at a point in time   117,036    112,671 
   $4,299,717   $1,212,870 
Schedule of common stock equivalents
   December 31, 
   2021   2020 
Options   2,902,619    541,021 
Warrants   5,658,830    3,228,235 
Totals   8,561,449    3,769,256 

 
v3.22.1
Inventory (Tables)
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
Schedule of inventory
  

December 31,

2021

 
Packaging  $2,907 
Finished goods   103,496 
   $106,403 
v3.22.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment stated at cost, less accumulated depreciation and amortization
   December 31,
2021		   December 31,
2020		 
Computer Equipment  $353,880   $284,928 
Furniture and Fixtures   102,416    86,888 
Leasehold Improvements   11,457    - 
    467,753    371,816 
Less: Accumulated Depreciation   (364,814)   (315,558)
   $102,939   $56,258 
v3.22.1
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of notes payable
    Outstanding Principal as of            
    December 31,
2021		     December 31,
2020		     Interest
Rate		     Maturity
Date
Seller’s Choice Note   $ 660,000     $ 660,000       30 %   September 2020
The May 2020 PPP Loan Agreement    
-
       412,500       1 %   April 2022
The April 2020 PPP Loan Agreement     198,577       282,432       1 %   May 2022
The October 2020 Loan Agreement    
-
       55,928       14 %   July 2021
The November 2020 Loan Agreement    
-
       23,716       14 %   May 2021
The February 2021 Loan Agreement    
-
      
-
       14 %   July 2021
The July 2021 Loan Agreement    
-
      
-
       10 %   October 2022
The First December 2021 Loan Agreement     185,655      
-
       10 %   June 2023
The Second December 2021 Loan Agreement     313,979      
-
       14 %   June 2022
      1,358,211       1,434,576              
Less: Debt Discount     (15,547 )    
-
              
Less: Debt Issuance Costs    
-
      
-
              
      1,342,664       1,434,576              
Less: Current Debt     (1,278,672 )     (1,221,539 )            
Total Long-Term Debt   $ 63,992     $ 213,037              

 
v3.22.1
Convertible Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2021
Convertible Note Payable [Abstract]  
Schedule of convertible notes payable
    Outstanding Principal as of                         Warrants granted  
   

December 31,

2021

    

December 31,

2020

    

Interest

Rate

    

Conversion

Price

        

Maturity

Date

   Quantity    

Exercise

Price

  
The September 2020 convertible Loan Agreement   $
-
     $ 341,880       12 %    
-
   (*)      September-21     85,555       5  
The First December 2020 convertible Loan Agreement    
-
       600,000       12 %    
-
   (*)      December-21    
-
      
-
  
The October 2020 convertible Loan Agreement    
-
       169,400       6 %    
-
   (*)      October-21    
-
      
-
  
The Second December 2020 convertible Loan Agreement    
-
       169,400       6 %    
-
   (*)      December-21    
-
      
-
  
The May 2021 Loan    
-
      
-
      
-
 %     5.00   (*)      November-22     1,090,908       4.50  
The July 2021 Loan     168,850      
-
       6 %    
-
   (*)      July - 22                
      168,850       1,280,680                                          
Less: Debt Discount     (8,120 )     (309,637 )                                        
Less: Debt Issuance Costs     (1,537 )     (73,527 )                                        
              897,516                                          
Less: Current Debt     (159,193 )     (897,516 )                                        
Total Long-Term Debt   $
-
     $
-
                                          

 
v3.22.1
Related Party (Tables)
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Schedule of notes payable - related party
   Outstanding Principal as of          Warrants granted 
   December 31,
2021		   December 31,
2020		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The September 2020 Goldberg Loan Agreement               -    16,705           7%  September 2022   
      -
    
       -
 
The September 2020 Rosen Loan Agreement   -    3,295    7%  September 2022   
-
    
-
 
    -    20,000                   
Less: Debt Discount   -    (17,068)                  
    -    2,932                   
Less: Current Debt   -    (2,932)                  
   $
-
   $
-
                   
v3.22.1
Derivative Liabilities (Tables)
 12 Months Ended
Dec. 31, 2021
Derivative Liability [Abstract]  
Schedule of changes in the derivative liabilities
   Years Ended
December 31, 2021 and 2020		 
   Level 1   Level 2   Level 3 
Derivative liabilities as January 1, 2020  $
-
   $
-
   $
-
 
Addition   
-
    
-
    3,061,688 
Changes in fair value   
-
    
-
    (3,019,457)
Derivative liabilities as January 1, 2021   
-
    
-
    42,231 
Addition   
-
    
-
    417,241 
Extinguishment   
-
    
-
    (431,458)
Conversion to Note payable - related party   
-
    
-
    (1,124,301)
Changes in fair value   
-
    
-
    1,096,287 
Derivative liabilities as December 31, 2021  $
-
   $
-
   $
-
 
v3.22.1
Stockholders’ Equity (Tables)
 12 Months Ended
Dec. 31, 2021
Stockholders’ Equity (Tables) [Line Items]  
Schedule of warrant activity
   Options   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life (in years)		 
Balance – January 1, 2020 – 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 
                
Balance – December 31, 2020 – outstanding   541,021    12.75    3.27 
Granted   2,425,762    5.97    5.91 
Exercised   
-
    
-
    
-
 
Forfeited/Cancelled   (64,164)   13.06    
-
 
Balance – December 31, 2021 – outstanding   2,902,619    7.07    4.71 
Balance – December 31, 2021 – exercisable   1,165,191    9.01    4.12 

 
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)		 
$7.07    2,902,619    4.71    9.01    1,165,191    4.12 

 
Schedule of warrants 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		 
$4.98    5,658,830    3.80    4.97    5,616,330    3.79 

 
Schedule of activity related to RSUs
Restricted stock units (RSUs)   Total
shares		     Grant date
fair value		  
RSAs non-vested at January 1, 2021    
-
     $ -  
RSAs granted     112,010     $ 2.71 – 4.32  
RSAs vested    
-
     $ -  
RSAs forfeited     (13,927 )   $ 3.75 – 4.32  
RSAs non-vested December 31, 2021     98,083     $ 2.71 – 4.32  

 
Options [Member]  
Stockholders’ Equity (Tables) [Line Items]  
Schedule of assumptions options granted
   December 31,
2021		   December 31,
2020		 
Exercise price   $ 2.09 - 4.89       $ 8.55 
Expected dividends   0%    0% 
Expected volatility   169.78 – 242.98%    229.95% 
Risk free interest rate   0.46 – 1.26%    0.25% 
Expected life of option   5 - 7 years      5.67 years   

 
Warrant [Member]  
Stockholders’ Equity (Tables) [Line Items]  
Schedule of assumptions options granted
    December 31,  
2021		     December 31,
2020  		  
Exercise price   $ 4.50 – 5.40     $ 4.50 - 18.00  
Expected dividends     0 %     0 %
Expected volatility     232.10% - 237.14 %     234.03% - 247 %
Risk free interest rate     0.82% - 0.89 %     0.21% - 1.63 %
Expected life of warrant     5 – 5.5 years       5 years  

 
Schedule of warrant activity
   Warrant   Weighted
Average
Exercise
Price		 
Balance – January 1, 2020 – 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 
           
Balance – December 31, 2020 – outstanding   6,130,948    4.96 
Granted   1,961,267    5.60 
Exercised   (2,414,218)   4.55 
Forfeited/Cancelled   (19,167)   24.00 
Balance – December 31, 2021 – outstanding   5,658,830    4.98 
Balance – December 31, 2021 – exercisable   5,616,330   $4.97 

 
v3.22.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Schedule of components of lease expense
   Year
Ended
December 31,
2021		 
Operating lease cost  $202,804 
Short term lease cost   14,041 
Total net lease cost  $216,845 

 
Schedule of supplemental cash flow and other information related to leases
   Year
Ended
December 31,
2021		 
Cash paid for amounts included in the measurement of lease liabilities:    
Operating lease payments  $100,100 
Weighted average remaining lease term (in years):   0.17 
Weighted average discount rate:   0%

 
v3.22.1
Acquisition (Tables)
 12 Months Ended
Dec. 31, 2021
Asset Acquisition [Abstract]  
Schedule of components of the purchase price
Purchase price:    
Cash paid to seller  $300,000 
Fair value of equity investment purchased on June 1, 2021   175,000 
Total purchase price   475,000 
      
Assets acquired:     
Cash   5,232 
Accounts Receivable   7,645 
Inventory   19,970 
Total assets acquired   32,847 
      
Liabilities assumed:     
Accounts payable and accrued expenses   5,309 
Deferred Revenue   671 
Total liabilities assumed   5,980 
      
Net assets acquired   26,867 
      
Non-controlling interest in consolidated subsidiary   56,865 
      
Excess purchase price  $504,998 

 

Goodwill  $7,198 
Trade Names & Trademarks   100,000 
Know-How and Intellectual Property   316,500 
Website   51,300 
Customer Relationships   30,000 
      
Excess purchase price  $504,998 

 

Purchase price:    
Cash paid to seller  $144,750 
Shares granted to seller   893,521 
Total purchase price   1,038,271 
      
Assets acquired:     
Cash   26,575 
Accounts Receivable   446,272 
Total assets acquired   472,847 
      
Liabilities assumed:     
Accounts payable and accrued expenses   353,017 
Total liabilities assumed   353,017 
      
Net assets acquired   119,830 
      
Non-controlling interest in consolidated subsidiary   1,190,000 
      
Excess purchase price  $2,108,442 

 

Goodwill  $1,349,697 
Trade Names & Trademarks   85,945 
Non-Compete Agreements   45,190 
Influencers / Customers   627,610 
      
Excess purchase price  $2,108,442 

 

Purchase price:    
Shares granted to seller  $424,698 
Fair value of equity investment purchased before October 4, 2021   307,665 
Total purchase price   732,363 
      
Assets acquired:     
Cash   186,995 
Inventory   47,250 
Total assets acquired   234,246 
      
Liabilities assumed:     
Accounts payable   40,000 
Total liabilities assumed   40,000 
      
Net assets acquired   194,246 
      
Non-controlling interest in consolidated subsidiary   720,581 
      
Excess purchase price  $1,258,698 

 

Goodwill  $17,941 
Trade Names & Trademarks   249,248 
Know-How and Intellectual Property   788,870 
Website   127,864 
Customer Relationships   74,774 
      
Excess purchase price  $1,258,698 

 
Schedule of unaudited pro-forma combined results of operations
   Year Ended 
   December 31, 
   2021 
Revenues  $4,335,593 
Net loss attributable to common shareholders  $(37,822,820)
Net loss per share  $(2.99)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended
December 31,
2020		 
Revenues  $1,213,430 
Net loss attributable to common shareholders  $(27,476,400)
Net loss per share  $(5.71)
Weighted average number of shares outstanding   4,812,153 

 

   Year Ended 
   December 31, 
   2021 
Revenues  $4,916,777 
Net loss attributable to common shareholders  $(37,707,250)
Net loss per share  $(2.98)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended 
   December 31, 
   2020 
Revenues  $1,685,336 
Net loss attributable to common shareholders  $(27,235,057)
Net loss per share  $(5.66)
Weighted average number of shares outstanding   4,812,153 

 

   Year Ended 
   December 31, 
   2021 
Revenues  $4,299,717 
Net loss attributable to common shareholders  $(38,265,301)
Net loss per share  $(3.02)
Weighted average number of shares outstanding   12,652,470 

 

   Year Ended 
   December 31, 
   2020 
Revenues  $1,212,870 
Net loss attributable to common shareholders  $(27,382,216)
Net loss per share  $(5.69)
Weighted average number of shares outstanding   4,812,153 
v3.22.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Schedule of reportable segments and corporate
   As of December 31, 2021 
   Creatd Labs   Creatd Ventures   Creatd Partners   Corporate   Total 
                     
Accounts receivable, net  $
-
   $2,884   $334,556   $
-
   $337,440 
Prepaid expenses and other current assets   48,495    
-
    
-
    188,170    236,665 
Deposits and other assets   626,529    
-
    
-
    92,422    718,951 
Intangible assets   
-
    1,637,924    783,676    11,241    2,432,841 
Goodwill   
-
    25,139    1,349,696    
-
    1,374,835 
Inventory   
-
    106,403    
-
    
-
    106,403 
All other assets   
-
    
-
    
-
    3,966,124    3,966,124 
Total Assets  $675,024   $1,772,350   $2,467,928   $4,257,957   $9,173,259 
                          
Accounts payable and accrued liabilities  $9,693   $766,253   $6,232   $2,948,362   $3,730,540 
Note payable, net of debt discount and issuance costs   313,979    
-
    
-
    1,028,685    1,342,664 
Deferred revenue   161,112    13,477    59,570    
-
    234,159 
All other Liabilities   
-
    
-
    
-
    177,644    177,644 
Total Liabilities  $484,784   $779,730   $65,802   $4,154,691   $5,485,007 

 

   As of December 31, 2020 
   Creatd Labs   Creatd Partners   Corporate   Total 
                 
Accounts receivable, net  $3,800   $86,555   $
-
   $90,355 
Prepaid expenses and other current assets   19,631    
-
    4,225    23,856 
Intangible assets   
-
    960,611    
-
    960,611 
Goodwill   
-
    1,035,795    
-
    1,035,795 
All other assets   
-
    
-
    8,673,863    8,673,863 
Total Assets  $23,431   $2,082,961   $8,678,088   $10,784,480 
                     
Accounts payable and accrued liabilities  $6,221   $83,964   $2,548,503   $2,638,688 
Note payable, net of debt discount and issuance costs   55,928    
-
    1,165,611    1,221,539 
Deferred revenue   
-
    88,637    
-
    88,637 
All other Liabilities   
-
    
-
    1,390,420    1,390,420 
Total Liabilities  $62,149   $172,601   $5,104,534   $5,339,284 

 
Schedule of financial information related to our reportable segments and corporate
    For the year ended December 31, 2021  
    Creatd Labs     Creatd Ventures     Creatd Partners     Corporate     Total  
                               
Net revenue   $ 1,926,374     $ 90,194     $ 2,283,149     $
-
     $ 4,299,717  
Cost of revenue     3,186,240       148,989       1,964,808      
-
       5,300,037  
Gross margin     (1,259,866 )     (58,940 )     318,341      
-
       (1,000,320 )
                                         
Research and development     758,293       131       225,104      
-
       983,528  
Marketing     8,182,935      
-
       962,698       481,349       9,626,982  
Stock based compensation     1,727,021       1,560,546       1,884,986       4,488,615       9,661,168  
Impairment of  goodwill    
-
      
-
       1,035,795      
-
       1,035,795  
General and administrative not including depreciation,  amortization, or Impairment     3,918,130       1,665,783       1,600,212       2,791,236       9,975,360  
Depreciation and amortization    
-
       100,633       252,730       44,076       397,440  
Impairment of intangibles    
-
      
-
       688,127      
-
       688,127  
                                         
Total operating expenses   $ 14,586,379     $ 3,327,093     $ 6,649,652     $ 11,803,003     $ 32,368,400  
                                         
Interest expense     (12,706 )    
-
      
-
       (359,400 )     (372,106 )
All other expenses    
-
      
-
      
-
       (3,638,327 )     (3,638,327 )
Other expenses, net     (12,706 )                     (3,997,727 )     (4,010,433 )
                                         
Loss before income tax provision and equity in net loss from unconsolidated investments   $ (15,858,951 )   $ (3,385,888 )   $ (6,331,311 )   $ (11,803,003 )   $ (37,379,153 )

 

   For the year ended December 31, 2020 
    Creatd Labs   Creatd Partners   Corporate   Total 
                 
Net revenue  $375,043   $837,827   $
-
   $1,212,870 
Cost of revenue   652,259    842,783    
-
    1,495,042 
Gross margin   (277,216)   (4,956)   
-
    (282,172)
                     
Research and development   227,656    29,775    
-
    257,431 
Marketing   2,426,668    285,490    142,745    2,854,904 
Stock based compensation   1,226,495    1,338,678    4,295,990    6,861,163 
General and administrative not including depreciation,  amortization, or Impairment   2,301,088    939,792    2,592,581    5,858,454 
Depreciation and amortization   
-
    132,768    24,993    157,761 
Impairment of intangibles   
-
    
-
    11,450    11,450 
Total operating expenses  $6,181,907   $2,726,504   $7,067,759   $16,001,163 
                     
Interest expense   (15,828)   
-
    (356,278)   (372,106)
All other expenses   
-
    
-
    (7,557,342)   (7,557,342)
Other expenses, net   (15,828)   
-
    (7,913,620)   (7,929,448)
                     
Loss before income tax provision and equity in net loss from unconsolidated investments  $(6,474,951)  $(2,731,460)  $(14,981,379)  $(24,212,783)

 
v3.22.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of deferred tax assets
   December 31,
2021		   December 31,
2020		 
Net deferred tax assets – Non-current:        
Depreciation  $(70,194)  $(145,749)
Amortization   95,115    21,096 
Stock based compensation   4,369,372    1,653,617 
Expected income tax benefit from NOL carry-forwards   15,073,606    8,780,233 
Less valuation allowance   (19,467,900)   (10,309,197)
Deferred tax assets, net of valuation allowance  $
-
   $
-
 

 
Schedule of federal statutory income tax rate
   For the
Year Ended
December 31,
2021		   For the
Year Ended
December 31,
2020		 
         
Federal statutory income tax rate   21.0%   21.0%
State tax rate, net of federal benefit   7.1%   6.5%
           
Change in valuation allowance on net operating loss carry-forwards   (28.1)%   (27.5)%
           
Effective income tax rate   0.0%   0.0%

 
Schedule of beginning and ending amount of the unrecognized tax benefit
   2021   2020 
Balance at January 1,  $
  -
   $68,000 
Additions based on tax positions relating to the current year   
-
    
-
 
Reductions for tax positions of prior years   
-
    (68,000)
           
Balance at December 31,  $
-
   $
-
 

 
v3.22.1
Organization and Operations (Details) - shares
 12 Months Ended
Oct. 03, 2021
Aug. 16, 2021
Feb. 05, 2016
Dec. 31, 2021
Jul. 20, 2021
Jun. 04, 2021
Sep. 11, 2019
Great Plains Holdings Inc [Member]              
Organization and Operations (Details) [Line Items]              
Issuance of common shares for cash (in Shares)     475,000        
Series A Convertible Preferred Stock [Member]              
Organization and Operations (Details) [Line Items]              
Issuance of common shares for cash (in Shares)     33,415        
Series B Convertible Preferred Stock [Member]              
Organization and Operations (Details) [Line Items]              
Issuance of common shares for cash (in Shares)     8,064        
Lil Marc, Inc [Member]              
Organization and Operations (Details) [Line Items]              
Cancelled of common stock (in Shares)       39,091      
Seller’s Choice [Member]              
Organization and Operations (Details) [Line Items]              
Acquired percentage             100.00%
Plant Camp [Member]              
Organization and Operations (Details) [Line Items]              
Acquired percentage           89.00%  
WHE Agency [Member]              
Organization and Operations (Details) [Line Items]              
Acquired percentage         44.00%    
Ownership voting interest         55.00%    
Dune, Inc [Member]              
Organization and Operations (Details) [Line Items]              
Acquired percentage 29.00% 16.00%          
Ownership voting interest 50.00%            
Total membership interests percentage 50.00% 21.00%          
v3.22.1
Significant Accounting Policies and Practices (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Significant Accounting Policies and Practices (Details) [Line Items]    
Other expenses $ 0 $ (7,453)
Cash excess amounts 250,000  
Uninsured cash balance 2,700,000 7,700,000
Total assets 675,024  
Impairment charge of investments $ 688,127 0
Weighted average life of the intangible assets 7 years 3 months 3 days  
Goodwill $ 1,035,795  
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.  
Impairment of debt security 50,000
impairment charge of investements $ 487,365  
Management fee percentage 20.00%  
Revenue percentage 80.00%  
Fixed fees percentage 20.00%  
Contract occur percentage 100.00%  
Deferred revenue $ 234,159 88,637
Bad debt expense 110,805 53,692
Allowance for doubtful accounts 186,147 80,509
Research and development tax 275,213 507,242
Minimum [Member]    
Significant Accounting Policies and Practices (Details) [Line Items]    
Contract amounts for partner and monthly services clients 500  
Fixed fees 10,000  
Branded challenges 10,000  
Branded articles 2,500  
Total gross 500  
Net revenue $ 100  
Affiliate sales percentage 2.00%  
Maximum [Member]    
Significant Accounting Policies and Practices (Details) [Line Items]    
Contract amounts for partner and monthly services clients $ 7,500  
Fixed fees 110,000  
Branded challenges 25,000  
Branded articles 7,500  
Total gross 50,000  
Net revenue $ 20,000  
Affiliate sales percentage 20.00%  
Subscription Arrangement [Member]    
Significant Accounting Policies and Practices (Details) [Line Items]    
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 subject to promotional discounts and free trials. 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.   
Fair Value, Recurring [Member]    
Significant Accounting Policies and Practices (Details) [Line Items]    
Impairment of debt security $ 62,733 $ 50,000
Fair Value, Nonrecurring [Member]    
Significant Accounting Policies and Practices (Details) [Line Items]    
Impairment of debt security $ 102,096  
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities
 12 Months Ended
Dec. 31, 2021
Jerrick Ventures LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Abacus Tech Pty Ltd [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Australia
Company Ownership Interest 100.00%
Seller’s Choice, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization New Jersey
Company Ownership Interest 100.00%
Recreatd, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Give, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Creatd Partners LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Dune Inc. [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 50.00%
Plant Camp LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 89.00%
Sci-Fi Shop, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
OG Collection LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
VMENA LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Vocal For Brands, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
Vocal Ventures LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
What to Buy, LLC [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 100.00%
WHE Agency, Inc [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
State or other jurisdiction of incorporation or organization Delaware
Company Ownership Interest 44.00%
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Fair value on recurring [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Marketable securities - debt securities $ 62,733
Total assets 62,733
Liabilities:    
Derivative liabilities 42,231
Total Liabilities 42,231
Fair value on recurring [Member] | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Marketable securities - debt securities
Total assets
Liabilities:    
Derivative liabilities
Total Liabilities
Fair value on recurring [Member] | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Marketable securities - debt securities
Total assets
Liabilities:    
Derivative liabilities
Total Liabilities
Fair value on recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Marketable securities - debt securities 62,733
Total assets 62,733
Liabilities:    
Derivative liabilities 42,231
Total Liabilities 42,231
Fair value on non-recurring [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Total assets 50,000 217,096
Liabilities:    
Equity investments, at cost 50,000 217,096
Fair value on non-recurring [Member] | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Total assets
Liabilities:    
Equity investments, at cost
Fair value on non-recurring [Member] | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Total assets
Liabilities:    
Equity investments, at cost
Fair value on non-recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]    
Total assets 50,000 217,096
Liabilities:    
Equity investments, at cost $ 50,000 $ 217,096
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of fair value measurement inputs and valuation methodology - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Marketable securities - debt securities [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 62,733
Valuation Methodology Discounted cash flow analysis  
Unobservable Inputs Expected cash flows from the investment  
Derivative liabilities [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value 42,231
Valuation Methodology Monte Carlo simulations and Binomial model  
Unobservable Inputs Risk free rate Expected volatility; Drift rate  
Equity investments, at cost [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 217,096
Valuation Methodology Qualitative assessment per ASC 321-10-35  
Unobservable Inputs Qualitative factors  
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives
 12 Months Ended
Dec. 31, 2021
Computer equipment and software [Member]  
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items]  
Property and Equipment, Estimated Useful Life (Years) 3 years
Furniture and fixtures [Member]  
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items]  
Property and Equipment, Estimated Useful Life (Years) 5 years
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of amortization over the next five years
Dec. 31, 2021
USD ($)
Schedule of amortization over the next five years [Abstract]  
2022 $ 493,660
2023 407,848
2024 347,936
2025 231,624
2026 219,749
Thereafter 732,024
Total $ 2,432,841
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Recurring [Member] | Goodwill [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]    
Beginning of period $ 1,035,795  
Goodwill acquired in a business combination 1,374,835  
Impairment of goodwill (1,035,795)  
Ending of period 1,374,835 $ 1,035,795
Marketable Securities - Debt Securities [Member] | Fair Value, Nonrecurring [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]    
Beginning of period 62,733
Purchase of marketable securities 210,000
Interest due at maturity 4,829
Other than temporary impairment (62,733) (50,000)
Conversion to equity method investments  
Conversion of marketable securities   (102,096)
Ending of period 62,733
Equity Investments [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]    
Beginning of period 217,096
Purchase of equity investments 150,000 115,000
Other than temporary impairment (102,096)  
Conversion to equity method investments (215,000)  
Conversion of marketable securities   102,096
Ending of period $ 50,000 $ 217,096
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue $ 4,299,717 $ 1,212,870
Agency (Managed Services, Branded Content, & Talent Management Services) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue 2,256,546 1,100,199
Platform (Creator Subscriptions) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue 1,926,135 70,623
Ecommerce (Tangible products) [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue 90,433
Affiliate Sales [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue 26,453 33,748
Other Revenue [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]    
Net revenue $ 150 $ 8,300
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of revenue recognition - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of revenue recognition [Abstract]    
Products and services transferred over time $ 4,182,681 $ 1,100,199
Products and services transferred at a point in time 117,036 112,671
Revenue recognition $ 4,299,717 $ 1,212,870
v3.22.1
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]    
Common stock equivalents, total 8,561,449 3,769,256
Warrants [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]    
Common stock equivalents, total 5,658,830 3,228,235
Options [Member]    
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]    
Common stock equivalents, total 2,902,619 541,021
v3.22.1
Going Concern (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Accumulated deficit $ 109.6
Net loss 37.3
Net cash used in operating activities $ 21.1
v3.22.1
Inventory (Details) - Schedule of inventory
Dec. 31, 2021
USD ($)
Schedule of inventory [Abstract]  
Packaging $ 2,907
Finished goods 103,496
Total $ 106,403
v3.22.1
Property and Equipment (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 49,254 $ 31,094
v3.22.1
Property and Equipment (Details) - Schedule of property and equipment stated at cost, less accumulated depreciation and amortization - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 467,753 $ 371,816
Less: Accumulated Depreciation (364,814) (315,558)
Property and Equipment, Net 102,939 56,258
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 353,880 284,928
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 102,416 $ 86,888
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 11,457  
v3.22.1
Equity Investments, at Cost (Details) - USD ($)
Oct. 03, 2021
May 21, 2021
Feb. 17, 2021
Oct. 23, 2020
Oct. 02, 2020
Investment Holdings [Abstract]          
Marketable debt security         $ 102,096
Converted into shares of preferred stock         119,355
Equity investment ownership percentage 29.00% 10.00% 3.30% 3.80% 1.30%
Purchase of ownership amount   $ 50,000 $ 100,000 $ 115,000  
v3.22.1
Equity Method Investments (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Oct. 03, 2021
May 21, 2021
Feb. 17, 2021
Oct. 23, 2020
Oct. 02, 2020
Equity Method Investment [Abstract]            
Cash $ 410,000          
Equity interest 123,710          
Equity investment ownership percentage   29.00% 10.00% 3.30% 3.80% 1.30%
Purchased of ownership amount   50.41%        
Loss of investment 16,413          
Investment impairment 424,632          
Equity method investment total $ 0          
v3.22.1
Notes Payable (Details)
 12 Months Ended
Mar. 22, 2022
USD ($)
Dec. 14, 2021
USD ($)
Sep. 11, 2019
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2021
AUD ($)
Dec. 31, 2020
USD ($)
Dec. 14, 2021
AUD ($)
Dec. 03, 2021
USD ($)
Jul. 02, 2021
USD ($)
Apr. 09, 2021
USD ($)
Feb. 24, 2021
USD ($)
Feb. 24, 2021
AUD ($)
Nov. 24, 2020
USD ($)
Oct. 06, 2020
USD ($)
Oct. 06, 2020
AUD ($)
Jun. 30, 2020
USD ($)
Jun. 30, 2020
AUD ($)
Jun. 25, 2020
USD ($)
May 04, 2020
USD ($)
Apr. 30, 2020
USD ($)
Mar. 26, 2020
USD ($)
Mar. 23, 2020
USD ($)
Mar. 11, 2020
Notes Payable (Details) [Line Items]                                              
Promissory note                                   $ 660,000          
Principal repaid, description       During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.  During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.                                     
Seller’s Choice Note [Member]                                              
Notes Payable (Details) [Line Items]                                              
Principal amount     $ 660,000                                        
Interest rate           30.00%                                 9.50%
Increase in interest rate     5.00%                                        
Accrued interest       $ 198,000                                      
Seller’s Choice Note [Member] | Forecast [Member]                                              
Notes Payable (Details) [Line Items]                                              
Repayment of Cash $ 799,000                                            
The First March 2020 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                                           25.00%  
Promissory note                                           $ 11,000  
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. 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 repaid           $ 11,000                                  
Unpaid interest           2,695                                  
The Second March 2020 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                                         19.00%    
Promissory note                                         $ 17,000    
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. 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 repaid           17,000                                  
Unpaid interest           1,398                                  
The April 2020 PPP Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Accrued interest       $ 1,637                                      
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. 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.                                    
Principal amount                                       $ 282,432      
The May 2020 PPP Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Accrued interest       $ 396                                      
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. 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.                                    
Principal amount       $ 83,855                             $ 412,500        
The June 2020 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                               15.00% 15.00%            
Promissory note                               $ 351,692 $ 510,649            
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. This loan was secured by the Australian research & development credit. 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.                                    
Principal repaid       $ 510,649                                      
Unpaid interest       14,814                                      
The October 2020 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Principal amount       $ 111,683                                      
Interest rate                           14.00% 14.00%                
Accrued interest         $ 4,850                                    
Promissory note                           $ 54,412 $ 74,300                
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. 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.                                    
Unpaid interest       $ 6,408                                      
The November 2020 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                         14.00%                    
Accrued interest       4,736                                      
Promissory note                         $ 34,000                    
Principal repaid       $ 23,716   $ 10,284                                  
The February 2021 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                     14.00% 14.00%                      
Accrued interest         $ 9,339                                    
Promissory note                     $ 81,789 $ 111,683                      
Notes conversion, description       The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.                                    
The April 2021 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                   11.00%                          
Promissory note                   $ 128,110                          
Notes conversion, description       The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due. The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due.                                    
Principal repaid       $ 92,140                                      
Converted amount       35,970                                      
Extinguishment expense       $ 8,341                                      
The July 2021 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate                 10.00%                            
Promissory note                 $ 137,625                            
Notes conversion, description       The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due. The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due.                                    
Principal repaid       $ 113,606                                      
Converted amount       24,019                                      
Extinguishment expense       $ 7,109                                      
The First December 2021 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate               9.00%                              
Promissory note               $ 191,975                              
Notes conversion, description       The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due. The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due.                                    
Principal repaid   $ 6,320                                          
The Second December 2021 Loan Agreement [Member]                                              
Notes Payable (Details) [Line Items]                                              
Interest rate   14.00%         14.00%                                
Accrued interest         $ 2,857                                    
Promissory note   $ 329,127         $ 438,096                                
Notes conversion, description       The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due.                                    
v3.22.1
Notes Payable (Details) - Schedule of notes payable - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Mar. 11, 2020
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 1,434,576 $ 1,358,211  
Outstanding Principal, Less: Debt Discount (15,547)  
Outstanding Principal, Less: Debt Issuance Costs  
Outstanding Principal, Less: Debt Total 1,434,576 1,342,664  
Outstanding Principal, Less: Current Debt (1,221,539) (1,278,672)  
Outstanding Principal, Total Long-Term Debt 213,037 63,992  
The May 2020 PPP Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 412,500  
Interest Rate 1.00%    
Maturity Date, description April 2022    
The April 2020 PPP Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 282,432 198,577  
Interest Rate 1.00%    
Maturity Date, description May 2022    
The October 2020 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 55,928  
Interest Rate 14.00%    
Maturity Date, description July 2021    
The November 2020 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 23,716  
Interest Rate 14.00%    
Maturity Date, description May 2021    
The February 2021 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total  
Interest Rate 14.00%    
Maturity Date, description July 2021    
The July 2021 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total  
Interest Rate 10.00%    
Maturity Date, description October 2022    
The December 2021 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total 185,655  
Interest Rate 10.00%    
Maturity Date, description June 2023    
The Second December 2021 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total 313,979  
Interest Rate 14.00%    
Maturity Date, description June 2022    
Seller’s Choice Note [Member]      
Debt Instrument [Line Items]      
Outstanding Principal, Total $ 660,000 $ 660,000  
Interest Rate 30.00%   9.50%
Maturity Date, description September 2020    
v3.22.1
Convertible Notes Payable (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Oct. 25, 2021
May 14, 2021
Dec. 09, 2020
Oct. 31, 2020
Jul. 01, 2020
Feb. 11, 2020
Jun. 19, 2021
Sep. 23, 2020
Sep. 15, 2020
Feb. 25, 2020
Nov. 30, 2019
Mar. 31, 2018
Feb. 28, 2018
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Jul. 31, 2021
Jul. 06, 2021
Aug. 17, 2020
Jul. 31, 2020
Jul. 17, 2020
Jul. 13, 2020
Jun. 25, 2020
Feb. 04, 2020
Jul. 17, 2018
Convertible Notes Payable (Details) [Line Items]                                                        
Issuance of warrants (in Shares)                 331,456             19,950                        
Debt discount                               $ 113,481                        
Promissory note                                                   $ 660,000    
Repaid principal amount                               456,233 $ 492,665                      
Convertible note                           $ 1,221,539   1,342,664 1,221,539                      
Common Stock Par Value (in Dollars per share) $ 0.001                                               $ 0.001      
Exercise price (in Dollars per share) $ 4.5               $ 4.5                                     $ 18
Beneficial conversion feature                               3,099,837                      
Maturity date, description                       The Notes mature on the second (2nd) anniversary of their issuance dates.                                
Loss on extinguishment of debt                 $ 4,915,327             1,025,555 (5,586,482)                      
Received proceeds                               $ 747,937 $ 1,501,661                      
Gross proceeds $ 3,407,250                                                      
Warrant issued (in Shares)                               6,667                        
Converted principal                       (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 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”).                        
Related debt discount                           $ (17,068)                            
Common stock per value (in Dollars per share)                           $ 0.001   $ 0.001 $ 0.001           $ 1          
Conversion shares percentage       75.00%                                                
Converted shares principal (in Shares)                               7,278                        
Promissory notes                           $ 1,280,680   $ 168,850 $ 1,280,680                      
Warrants issued (in Shares)                 258,750                                      
The march 2018 Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Converted principal amount                                 50,000                      
Unpaid interest                                     $ 51,293                  
The february 2018 Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                       $ 725,000 $ 316,875                              
Secured debt                       250,000                                
Accrued interest                       $ 40,675                                
Issuance of warrants (in Shares)                       24,223 60,416                              
Fair value derivative liability                       $ 181,139                                
Convertible secured promissory note, description                         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.                               
Debt discount                         $ 37,350                              
Placement fees                         $ 94,250                              
Percentage of convertible redeemable debentures                               10.00%                        
Conversion Shares (in Shares)                         6,041                              
Conversion shares fair value                         $ 74,881                              
Converted principal amount                                 75,000   940,675                  
Unpaid interest                                   $ 19,758 86,544                  
Un paid principal amount                           781     781                      
The march 2018 Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                       770,000                                
Secured debt                       50,000                                
Accrued interest                       $ 767                                
Issuance of warrants (in Shares)                       15,947       80,114                        
Fair value derivative liability                       $ 84,087                                
Convertible secured promissory note, description                               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.                         
Debt discount                               $ 254,788                        
Converted principal amount                                     $ 886,367                  
Unpaid interest                       $ 140,600         17,949                      
Repaid principal amount                                 25,000                      
Repaid of interest                                 9,364                      
The february 2019 convertible note offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Issuance of warrants (in Shares)                               44,396                        
Convertible secured promissory note, description                               (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.                        
Debt discount                               $ 222,632                        
Converted principal amount                                 1,963,567                      
Unpaid interest                                 416,786                      
Repaid of interest                                 0                      
Promissory note                           1,993,025     1,993,025                      
Repaid principal amount                                 348,136                      
The november 2019 convertible note offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               79,933                        
Debt discount                               84,377                        
Converted principal amount                                 559,433                      
Unpaid interest                                 77,785                      
Convertible note                                   479,500                    
Accounts Payable into offering                                   $ 318,678                    
Offering discount percentage                     10.00%                                  
Common Stock Par Value (in Dollars per share)                     $ 1                                  
Exercise price (in Dollars per share)                     $ 13.5                                  
Unpaid accrued interest                     $ 13.5                                  
Beneficial conversion feature                               $ 4,444                        
The january 2020 convertible note offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Convertible secured promissory note, description                               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                        
Debt discount                               $ 12,473                        
Unpaid interest                                 8,275                      
Convertible note                           87,473     87,473                      
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.                         
Converted principal amount                                 87,473                      
The first february 2020 convertible loan agreemen [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               $ 8,000                        
Un paid principal amount                           0     0                      
Convertible note                                                     $ 85,000  
Common Stock Par Value (in Dollars per share)                               $ 1                        
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.                        
Note accrues interest rate                                                     10.00%  
Fixed conversion price per share (in Dollars per share)                               $ 12                        
Principal amount of convertible notes                               $ 1,500,000                        
Repayment of principal                                 158,065                      
The second february 2020 convertible loan agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Issuance of warrants (in Shares)           6,666                                            
Debt discount                               $ 33,340                        
Converted principal amount                                 125,000                      
Unpaid interest                                 0                      
Convertible note           $ 200,000                                            
Common Stock Par Value (in Dollars per share)                               $ 1                        
Exercise price (in Dollars per share)           $ 15                                            
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.                         
Note accrues interest rate           12.00%                                            
Fixed conversion price per share (in Dollars per share)                               $ 13.5                        
Principal amount of convertible notes                               $ 1,500,000                        
Loss on extinguishment of debt                               136,115                        
Repaid principal amount                                 175,000                      
Repaid principal interest                                 0                      
The third february 2020 convertible loan agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Converted principal amount                   $ 1,500,000           $ 1,500,000 1,500,000                      
Unpaid interest                                 100,603                      
Convertible note                   $ 385,000                                    
Common Stock Par Value (in Dollars per share)                               $ 1                        
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.                         
Note accrues interest rate                   12.00%                                    
Fixed conversion price per share (in Dollars per share)                               $ 4.5                        
Received proceeds                   $ 864,950                                    
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.                         
Gross proceeds                                 350,010                      
April Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               $ 50,010                        
Converted principal amount                                 350,010                      
Interest of agreement                               12.00%                        
Price per shares (in Dollars per share)                               $ 13.5                        
Converted principal unpaid interest                                 16,916                      
June Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               $ 67,500                        
Repaid of interest                                 16,944                      
Promissory note                               $ 550,000                        
Repaid principal amount                                 $ 490,800                      
Exercise price (in Dollars per share)                               $ 274,578                        
Interest of agreement                               12.00%                        
Warrant issued (in Shares)             49,603                 49,603                        
Common stock par value (in Shares)             11.55                                          
Converted principal                               5,424 $59,200                      
The First July 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               $ 68,000                        
Repaid of interest                               3,400                        
Note accrues interest rate         10.00%                                              
Principal amount of convertible notes                               68,000                        
Principal amount of convertible notes (in Shares)         68,000                                              
Derivative liability                               112,743                        
Derivative liability                               44,743                        
Common stock issued                               $ 35,469                        
The Second July 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Repaid of interest                                 $ 0                      
Promissory note                                               $ 250,000        
Repaid principal amount                                 250,000                      
Interest of agreement                               12.00%                        
Related debt discount                               $ 46,750                        
Debt discount related to original issue                               $ 71,329                        
The July 2020 Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Unpaid accrued interest                           3,436     $ 3,436                      
Gross proceeds                             $ 390,000                          
Interest of agreement                               12.00%                        
Common stock par value (in Shares)                               12.75                        
Converted principal                                 $390,000                      
Related debt discount                               $ 38,215                        
Debt discount related to original issue                               $ 158,078                        
Convertible note offering issued (in Shares)                               30,589                        
The August 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               $ 65,000                        
Converted principal amount                               68,000                        
Repaid of interest                               $ 3,400                        
Promissory note                                           $ 68,000            
Interest of agreement                               12.00%                        
Derivative liability                               $ 55,759                        
Common stock issued                               29,859                        
Related debt discount                               $ 3,000                        
Conversion shares at percentage                               61.00%                        
Derivative liability                               $ 120,759                        
The September 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               68,255                        
Debt discount                               146,393                        
Unpaid interest                               $ 46,200                        
Promissory note               $ 385,000                                        
Maturity date, description               Upon default or 180 days after issuance 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.                                         
Note accrues interest rate               12.00%                                        
Interest of agreement                               12.00%                        
Price per shares (in Dollars per share) [1]                                                      
Warrant issued (in Shares)                               85,555                        
Warrants purchase of common stock (in Shares)                               85,555                        
Repaid shares (in Shares)                               341,880                        
Promissory notes                           341,880   $ 341,880                      
The October 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               $ 19,400                        
Promissory note       $ 169,400                                                
Note accrues interest rate       6.00%                                                
Interest of agreement                               6.00%                        
Price per shares (in Dollars per share) [1]                                                      
Warrant issued (in Shares)                                                      
Derivative liability                               $ 74,860                        
Common stock per value (in Dollars per share)       $ 0.001                                                
Converted shares principal (in Shares)                               169,400                        
Interest on conversion shares                               $ 4,620                        
Shares issued (in Shares)                               55,631                        
Promissory notes                           169,400   169,400                      
The First December 2020 convertible Loan Agreement                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               110,300                        
Unpaid interest                               $ 4,340                        
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.                                                   
Note accrues interest rate     12.00%                                                  
Interest of agreement                               12.00%                        
Price per shares (in Dollars per share) [1]                                                      
Warrant issued (in Shares)                                                      
Common stock issued     $ 45,000                                                  
Repaid shares (in Shares)                               600,000                        
Shares issued (in Shares)                               45,000                        
Promissory notes     $ 600,000                     600,000   600,000                      
The Second December 2020 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt discount                               $ 18,900                        
Conversion Shares (in Shares)                               74,706                        
Unpaid interest                               $ 4,605                        
Promissory note                           169,400     $ 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.                       
Note accrues interest rate                               6.00%                        
Interest of agreement                               6.00%                        
Price per shares (in Dollars per share) [1]                                                      
Warrant issued (in Shares)                                                      
Derivative liability                               $ 108,880                        
Repaid shares (in Shares)                               168,900                        
Promissory notes                           $ 169,400   $ 169,400                      
The May 2021 Convertible Note Offering [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               539,509                        
Debt discount                               1,601,452                        
Maturity date, description   The May 2021 Convertible Note matures on November 14, 2022.                                                    
Gross proceeds   $ 3,690,491                                                    
Debt discount related to original issue                               $ 666,669                        
Repaid shares (in Shares)                               933,334                        
Common stock, par value (in Dollars per share)   $ 1                                                    
Conversion Price Per Share (in Dollars per share)   $ 5                                                    
Warrants issued (in Shares)   1,090,908                           1,090,908                        
Converted principal amount                               $ 4,666,669                        
The July 2021 Convertible Loan Agreement [Member]                                                        
Convertible Notes Payable (Details) [Line Items]                                                        
Debt issuance costs                               3,000                        
Debt discount                               $ 15,850                        
Promissory note                                         $ 168,850              
Maturity date, description                               Upon default or 180 days after issuance the July 2021 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.                         
Note accrues interest rate                                       6.00%                
Accrued interest                               $ 4,941                        
[1] As subject to adjustment as further outlined in the notes
v3.22.1
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 09, 2020
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal $ 168,850 $ 1,280,680  
Warrants granted, Quantity (in Shares) 6,667    
Less: Debt Discount $ (8,120) (309,637)  
Less: Debt Issuance Costs (1,537) (73,527)  
Total   897,516  
Less: Current Debt (159,193) (897,516)  
Total Long-Term Debt  
The September 2020 convertible Loan Agreement [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal 341,880  
Interest Rate 12.00%    
Conversion Price (in Dollars per share) [1]    
Maturity Date September-21    
Warrants granted, Quantity (in Shares) 85,555    
Warrants granted, Exercise Price (in Dollars per share) $ 5    
The First December 2020 convertible Loan Agreement [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal 600,000 $ 600,000
Interest Rate 12.00%    
Conversion Price (in Dollars per share) [1]    
Maturity Date December-21    
Warrants granted, Quantity (in Shares)    
Warrants granted, Exercise Price (in Dollars per share)    
The October 2020 convertible Loan Agreement [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal 169,400  
Interest Rate 6.00%    
Conversion Price (in Dollars per share) [1]    
Maturity Date October-21    
Warrants granted, Quantity (in Shares)    
Warrants granted, Exercise Price (in Dollars per share)    
The Second December 2020 convertible Loan Agreement [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal 169,400  
Interest Rate 6.00%    
Conversion Price (in Dollars per share) [1]    
Maturity Date December-21    
Warrants granted, Quantity (in Shares)    
Warrants granted, Exercise Price (in Dollars per share)    
May 2021 Loan [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal  
Interest Rate    
Conversion Price (in Dollars per share) [1] $ 5    
Maturity Date November-22    
Warrants granted, Quantity (in Shares) 1,090,908    
Warrants granted, Exercise Price (in Dollars per share) $ 4.5    
The July 2021 Loan [Member]      
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]      
Outstanding Principal $ 168,850  
Interest Rate 6.00%    
Conversion Price (in Dollars per share) [1]    
Maturity Date July - 22    
[1] As subject to adjustment as further outlined in the notes
v3.22.1
Related Party (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Aug. 10, 2021
Sep. 09, 2020
Jul. 06, 2020
May 13, 2020
Apr. 09, 2020
Jan. 14, 2020
Jan. 03, 2020
Jun. 03, 2019
Sep. 30, 2020
Sep. 15, 2020
Jul. 30, 2020
Apr. 21, 2020
Mar. 27, 2020
Feb. 27, 2020
Feb. 25, 2020
Feb. 18, 2020
Feb. 15, 2020
Jan. 23, 2020
Jan. 22, 2020
Dec. 31, 2019
Dec. 23, 2019
Dec. 17, 2019
Oct. 28, 2019
Sep. 30, 2019
Jul. 17, 2018
Jun. 29, 2018
Mar. 31, 2018
May 31, 2016
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Oct. 25, 2021
Sep. 15, 2021
Jul. 31, 2020
Jun. 25, 2020
Dec. 03, 2019
Oct. 10, 2019
Sep. 16, 2019
Aug. 12, 2019
Jul. 29, 2019
Aug. 17, 2018
Related Party (Details) [Line Items]                                                                                        
Maturity date                                                     The Notes mature on the second (2nd) anniversary of their issuance dates.                                  
Repaid principal                                                             $ 456,233 $ 492,665                        
Impairment amount                                                               11,450                        
Convertible note                                                         $ 1,221,539   1,342,664 1,221,539                        
Fair value of warrants                                                     $ 300,000       $ (3,019,457)                        
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”).       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                                                             $ 84,854                          
Issuance of warrants (in Shares)                   331,456                                         19,950                          
Warrants issued to purchase shares (in Shares)                                       440                         440                      
Common stock par value (in Dollars per share)                                                         $ 0.001   $ 0.001 $ 0.001         $ 1              
BCF and related debt discount                                                             $ 3,099,837                        
Exercise price (in Dollars per share)                   $ 4.5                             $ 18                   $ 4.5                  
Debt discount                                                         $ (17,068)                              
Issued common stock shares (in Shares)       229,491                                                                                
Promissory note                                                                           $ 660,000            
cash                                                             200,000                          
Shares of common stock                                                             150,000                          
Revenue                                                         0   $ 80,000 0                        
September 2020 Equity Raise [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Exercise price (in Dollars per share)                                                             $ 4.5                          
October 2019 Cacher Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                             $ 11,450                                          
Maturity date                                             The October 2019 Cacher Note has a maturity date of October 28, 2020.                                          
Percentage of net revenues                                             100.00%                                          
Repaid principal                                             $ 2,500                                          
Interest rate                                             50.00%                                          
The June 2018 Frommer Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               400                        
Convertible note                                                     $ 900,000             $ 239,000                    
Unpaid interest                                                               70   15,401                    
Warrants issued to purchase shares (in Shares)                                                   681                                    
The February 2019 Convertible Note Offering [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               20,000 $ 20,000                      
Maturity date                                                             The February 2019 Notes mature on the first (1st) anniversary of their issuance dates.                          
Gross proceeds                                       $ 20,000                                                
Debt discount                                                             $ 2,465                          
Unpaid interest                                                               3,065                        
Warrants issued to purchase shares (in Shares)                                                             440                          
The July 2020 Convertible Note Offering [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               50,000                        
Maturity date                                                             The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.                          
Interest rate                                                                         12.00%              
Gross proceeds                                                           $ 50,000                            
Convertible note                                                             $ 3,922                          
Debt discount                                                             $ 21,577                          
Unpaid interest                                                               630                        
Conversion price per share (in Dollars per share)                                                                         $ 12.75              
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.                           
BCF and related debt discount                                                             $ 9,812                          
The June 2019 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                   $ 10,000                                    
Interest rate                                                   6.00%         18.00%                          
Convertible note                                                         10,000     10,000                        
Fair value of warrants                                                             $ 4,645                          
Warrants issued to purchase shares (in Shares)                                                   500         692                          
Purchase price per share (in Dollars per share)                                                   $ 12                                    
Exercise price (in Dollars per share)                                                   $ 18                                    
Unpaid interest                                                         2,748     2,748                        
Principal aggregate amount                                                                                 $ 4,000,000      
The July 2018 Schiller Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Convertible note                                       $ 4,137                         $ 4,137                      
Warrants issued to purchase shares (in Shares)                                                 1,698                                      
Exercise price (in Dollars per share)                                                 $ 18                                      
Principal aggregate amount                                                 $ 25,000                                      
Warrant to purchase (in Shares)                                                 1,250                                      
Purchase price (in Dollars per share)                                                 $ 12                                      
Bear interest Rate                                                                                       6.00%
Warrant to purchase common stock (in Shares)                                                 1,726                                      
Repaid amount                                                               20,863                        
Interest amount                                                               3,216                        
The June 2019 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Convertible note                                                         4,325,000     4,325,000                        
Unpaid interest                                                               0                        
Unpaid interest                                                         752,346     752,346                        
Principal aggregate amount                                                                               $ 4,825,000   $ 3,000,000 $ 2,500,000  
Bear interest Rate                                                                             12.50%          
Repaid amount                                                               500,000                        
Indebted amount               $ 2,400,000                               $ 1,200,000       $ 1,200,000                                
Debt discount                                                       $ 92,752                                
Additional shares issued percentage                           10.00%                                                            
Securities issued public offering amount                           $ 15                                                            
The December 2019 Gravitas Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Repaid amount                                                               300,000                        
Principal amount                                         $ 300,000                                              
Interest payment                                         $ 20,000                                              
Accrued interest                                                         50,000     50,000                        
Officer [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Living expenses for officers                                                             $ 138,713 57,455                        
Convertible Notes [Member] | The June 2018 Frommer Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Gross proceeds                                                                   $ 239,400                    
The First January 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate             6.00%                                                                          
Convertible note                                                         250,000     250,000                        
Debt discount             $ 16,000                                                                          
Lender issued promissory note amount             $ 250,000                                                                          
Issued common stock shares (in Shares)             1,333                                                                          
Shares issued (in Shares)             1,333                                                                          
The Second January 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate           5.00%                                                                            
Warrants issued to purchase shares (in Shares)           50                                                                            
Purchase price (in Dollars per share)           $ 18                                                                            
Repaid amount                                                               10,000                        
Debt discount           $ 580                                                                            
Accrued interest                                                         500     500                        
Lender issued promissory note amount           $ 10,000                                                                            
Warrants to purchase of common stock (in Shares)           50                                                                            
The Third January 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate                                     10.00%                                                  
Warrants issued to purchase shares (in Shares)                                     75                                                  
Purchase price (in Dollars per share)                                     $ 18                                                  
Repaid amount                                                               15,000                        
Debt discount                                     $ 892                                                  
Accrued interest                                                         1,500     1,500                        
Lender issued promissory note amount                                     $ 15,000                                                  
Issued common stock shares (in Shares)                                     75                                                  
The Fourth January 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate                                   7.00%                                                    
Convertible note                                                         135,000     135,000                        
Lender issued promissory note amount                                   $ 135,000                                                    
Issued common stock shares (in Shares)                                   750                                                    
The January 2020 Rosen Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Repaid amount                                                               150,000                        
Interest payment           $ 2,500                                                                            
Accrued interest                                                         15,273     15,273                        
Lender issued promissory note amount           $ 150,000                                                                            
The February Banner 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Purchase price (in Dollars per share)                                 $ 18                                                      
Repaid amount                                                               9,900                        
Accrued interest                                                         495     495                        
Lender issued promissory note amount                                 $ 9,900                                                      
Warrants to purchase of common stock (in Shares)                                 49                                                      
Pursuant bears interest rate                                 $ 495                                                      
The February 2020 Frommer Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Purchase price (in Dollars per share)                               $ 18                                                        
Repaid amount                                                               2,989                        
Accrued interest                                                         160     160                        
Lender issued promissory note amount                               $ 2,989                                                        
Warrants to purchase of common stock (in Shares)                               15                                                        
The February 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate                             5.00%                                                          
Purchase price (in Dollars per share)                             $ 18                                                          
Repaid amount                                                               15,000                        
Debt discount                             $ 801                                                          
Accrued interest                                                         750     750                        
Lender issued promissory note amount                             $ 15,000                                                          
Warrants to purchase of common stock (in Shares)                             75                                                          
The July 2020 Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Interest rate                     5.00%                                                                  
Purchase price (in Dollars per share)                     $ 18                                                                  
Repaid amount                                                               5,000                        
Debt discount                     $ 316                                                                  
Accrued interest                                                         $ 250     250                        
Lender issued promissory note amount                     $ 5,000                                                                  
Warrants to purchase of common stock (in Shares)                     25                                                                  
The September 2020 Goldberg Loan Agreement [Member]                                                                                        
Related Party (Details) [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.                                                                    
Interest rate                   7.00%                                                                    
Unpaid interest                                                             3,576                          
Loan agreement, description                 the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $6,463,363 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 between the initial consideration and the September 14, 2021, value.                                                                      
Promissory note                   $ 16,705                                                                    
Principal amount                                                                       $ 939,022                
The September 2020 Rosen Loan Agreement [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                             188,574                          
Interest rate                   7.00%                                                                    
Loan agreement, description                 the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $1,274,553 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.                                                                      
Interest amount                                                             1,677                          
Promissory note                   $ 3,295                                                                    
Principal amount                                                                       $ 185,279                
Derivative laibility                 $ 2                                         $ 2                            
Accrued interest                                                             1,610                          
Demand loan [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Repaid principal                                                               75,000                        
Related party made non-interest bearing loans $ 40,000 $ 50,000 $ 100,000   $ 50,000             $ 100,000 $ 100,000                 $ 150,000                                            
Demand loan [Member] | December 17, 2019 [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Repaid principal                                                               150,000                        
Demand loan [Member] | March 27, 2020 [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Repaid principal                                                               100,000                        
Demand loan [Member] | March 27, 2020 [Member] | September 2020 Equity Raise [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Unpaid interest                                                               6,707                        
Demand loan [Member] | April 9, 2020 [Member] | September 2020 Equity Raise [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               50,000                        
Demand loan [Member] | April 21, 2020 [Member] | September 2020 Equity Raise [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               100,000                        
Unpaid interest                                                               6,707                        
Demand loan [Member] | July 6, 2020 [Member] | September 2020 Equity Raise [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                             100,000                          
Unpaid interest                                                             $ 6,707                          
Demand loan [Member] | August 10, 2020 [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               40,000                        
Demand loan [Member] | September 9, 2020 [Member]                                                                                        
Related Party (Details) [Line Items]                                                                                        
Principal amount                                                               $ 50,000                        
v3.22.1
Related Party (Details) - Schedule of notes payable - related party - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2020
Dec. 31, 2021
Related Party (Details) - Schedule of notes payable - related party [Line Items]      
Notes payable - related party, gross $ 20,000 $ 20,000  
Less: Debt Discount (17,068)    
Notes payable 2,932 2,932  
Less: Current Debt (2,932) (2,932)  
Notes payable - related party, net
The September 2020 Goldberg Loan Agreement [Member]      
Related Party (Details) - Schedule of notes payable - related party [Line Items]      
Notes payable - related party, gross $ 16,705 $ 16,705  
Interest Rate 7.00% 7.00%  
Maturity Date   September 2022  
Warrants granted, Quantity (in Shares)    
Warrants granted, Exercise Price (in Dollars per share)    
The September 2020 Rosen Loan Agreement [Member]      
Related Party (Details) - Schedule of notes payable - related party [Line Items]      
Notes payable - related party, gross $ 3,295 $ 3,295  
Interest Rate 7.00% 7.00%  
Maturity Date   September 2022  
Warrants granted, Quantity (in Shares)    
Warrants granted, Exercise Price (in Dollars per share)    
v3.22.1
Derivative Liabilities (Details)
 12 Months Ended
Dec. 31, 2021
Derivative Liability [Abstract]  
Expected dividend yield, percentage 0.00%
v3.22.1
Derivative Liabilities (Details) - Schedule of changes in the derivative liabilities - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Level 1 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Derivative liabilities at beginning
Derivative liabilities at ending
Addition
Changes in fair value
Extinguishment  
Conversion to Note payable - related party  
Level 2 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Derivative liabilities at beginning
Derivative liabilities at ending
Addition
Changes in fair value
Extinguishment  
Conversion to Note payable - related party  
Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Derivative liabilities at beginning 42,231
Derivative liabilities at ending 42,231
Addition 417,241 3,061,688
Changes in fair value 1,096,287 $ (3,019,457)
Extinguishment (431,458)  
Conversion to Note payable - related party $ (1,124,301)  
v3.22.1
Stockholders’ Equity (Details)
 1 Months Ended 12 Months Ended
Dec. 14, 2021
USD ($)
shares
Dec. 03, 2021
USD ($)
shares
Nov. 15, 2021
USD ($)
shares
Nov. 05, 2021
USD ($)
shares
Oct. 25, 2021
USD ($)
$ / shares
shares
Aug. 15, 2021
USD ($)
shares
Jul. 15, 2021
USD ($)
shares
Feb. 04, 2021
Feb. 03, 2021
USD ($)
shares
Feb. 01, 2021
USD ($)
shares
Jan. 14, 2021
USD ($)
shares
Dec. 14, 2020
USD ($)
shares
Oct. 08, 2020
USD ($)
shares
Sep. 11, 2020
USD ($)
shares
Aug. 15, 2020
USD ($)
shares
Jul. 03, 2020
USD ($)
shares
May 13, 2020
USD ($)
shares
May 07, 2020
USD ($)
Mar. 13, 2020
Mar. 05, 2020
USD ($)
shares
Jan. 06, 2020
USD ($)
shares
Nov. 29, 2021
USD ($)
shares
Sep. 15, 2021
USD ($)
shares
Aug. 26, 2021
USD ($)
shares
Jul. 20, 2021
USD ($)
shares
Jun. 17, 2021
USD ($)
$ / shares
shares
Mar. 17, 2021
USD ($)
shares
Feb. 26, 2021
USD ($)
shares
Feb. 18, 2021
USD ($)
shares
Dec. 29, 2020
$ / shares
Dec. 21, 2020
USD ($)
shares
Sep. 30, 2020
USD ($)
shares
Sep. 15, 2020
USD ($)
$ / shares
shares
Aug. 31, 2020
USD ($)
shares
Aug. 21, 2020
USD ($)
shares
Aug. 17, 2020
Jul. 17, 2020
shares
Jun. 29, 2020
Jun. 18, 2020
USD ($)
shares
Mar. 19, 2020
USD ($)
shares
Jan. 30, 2020
USD ($)
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2021
AUD ($)
shares
Dec. 31, 2020
USD ($)
shares
Dec. 31, 2018
USD ($)
shares
Jul. 17, 2021
$ / shares
shares
Jul. 09, 2021
shares
May 24, 2021
USD ($)
shares
Apr. 21, 2021
USD ($)
shares
Apr. 10, 2021
USD ($)
shares
Mar. 31, 2021
USD ($)
shares
Mar. 28, 2021
USD ($)
shares
Feb. 08, 2021
USD ($)
shares
Jan. 20, 2021
USD ($)
shares
Jul. 13, 2020
$ / shares
shares
Jul. 17, 2018
$ / shares
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Shares of capital stock | shares                                                                                                             35,000,000  
Designated of common stock shares | shares                                                                                                             15,000,000  
Common stock, par value | $ / shares         $ 0.001                                                                                                   $ 0.001  
Designated of preferred stock | shares                                                                                                             20,000,000  
Preferred stock, par value | $ / shares                                                                                                             $ 0.001  
Issuance shares of common stock | shares                                                                                                             100,000,000  
Issuance of preferred stock | shares                                                                                                             20,000,000  
Reverse stock split, description                                                                       On August 17, 2020, following board of director’s 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.                                        
Exercise price | $ / shares         $ 4.5                                                       $ 4.5                                             $ 18
Converted shares | shares                                                                                   7,278 7,278                          
Restricted common stock issued, shares | shares 211 194 13,392 25,000                                   101,097 793           10,417                                                      
Fair value of services | $ $ 452 $ 429 $ 41,917 $ 85,750                                   $ 246,676 $ 2,500           $ 50,002                                                      
Share based payments | $                                                                                   $ 9,661,168   $ 6,861,163                        
Gain/Loss on settlement of vendor liabilities | $                                           $ 33,217                                                                    
Number of shares authorized to issue | shares                                                                 2,744,288                                              
Principal | $                                                                 $ 7,325,000                                              
Accrued but unpaid. | $                                                                 $ 967,518                                              
Debt obligations | shares                                                                 500,000                                              
Warrants issued | shares                                                                 331,456                 19,950 19,950                          
Lenders notes totaling | $                                                                 $ 20,000                                              
Loss on debt extinguishment | $                                                                 $ 4,915,327                 $ 1,025,555   $ (5,586,482)                        
Underwritten public offering | shares                                                                 1,725,000                                              
Option to purchase shares | shares                                                                 258,750                                              
Warrants to purchase | shares                                                                 258,750                                              
Underwriting discounts and commissions. | $                         $ 2,588                                                                                      
Restricted common stock | shares                                                                                                   16,275 13,113 31,782   40,000    
Fair value | $                                                                                         $ 57,123     $ 34,500 $ 3,587 $ 69,332 $ 43,667 $ 125,000 $ 7,502 $ 192,000    
Additional common stock | shares                                                   112,500                                           10,000                
Stock based compensation expense | $                                                                                   $ 99,908                            
Total common stock shares | shares                                                                                                 1,048       2,092      
Loss on settlement of vendor liabilities | $                                                                                                     $ 12,719          
Aggregate common stock shares | shares         850,000                                                                                 750,000                    
Common stock per share | $ / shares                                                                                           $ 3.4                    
Net proceeds                                                   $ 2,213,500                                 $ 224,540                          
Warrants issued | shares                                                   46,667                               1,137,575 1,137,575 3,922                        
Warrant exercise price | $ / shares                                                   $ 5.4                                                            
Additional shares of common stock | shares                                                                                             954,568                  
Gross proceeds | $         $ 3,407,250                                                                                                      
Outstanding vendor liabilities | shares                                           576,783                                                                    
Grant options | shares                                                                                         11,667                      
Restricted stock unit grants | $                                   $ 2,500,000                                                                            
Fair market value percentage                                   100.00%                                                                            
Options previously issued | shares                                 152,992                                                                              
Issued common stock | shares                                 229,491                                                                              
Exchange of options to stock | $                                 $ 1,117,031                                                                              
Unvested employee options, description                                                                                   As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year.  As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year.                           
Weighted average remaining life                                                                                   1 year 2 months 23 days 1 year 2 months 23 days                          
Additional warrant issued | shares                         258,750                                                         127,801 127,801                          
Fair value of Warrants | $                                                                                   $ 3,258,955   $ 37,927                        
Deemed dividend | $                                                                                   410,750   3,135,702                        
Received exercise of warrants | $                                                                                   9,487,223                            
Warrants issued | shares                                                   80,000                                                            
Stock-based compensation for stock warrants | $                                                                                   129,375   4,229                        
Stock-based compensation for stock warrants | $                                                                                   480,863                            
Share-based awards, restricted stock award, description               the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance.                                                                                                
Stock-based compensation for RSA’s amount | $                                                                                   $ 391,035                            
Common Stock [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Restricted common stock issued, shares | shares           820 715   1,929 50,000 30,000 10,417     6,167 15,000       2,153 1,412   793 348 2,154   9,624 291 10,000   8,371 7,979   1,866 20,000   6,667   50,000 20,000 50,000                              
Fair value of services | $           $ 2,500 $ 2,500   $ 8,198 $ 196,000 $ 133,200 $ 38,647     $ 50,693 $ 204,300             $ 2,500 $ 999 $ 8,570   $ 49,371 $ 1,499 $ 48,000   $ 31,323 $ 21,304   $ 15,842 $ 180,000       $ 525,000   $ 585,000                              
Share based payments | $                                                                                       $ 585,000                        
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 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.                                     The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000.                                    
Outstanding vendor liabilities | shares                                                                                   294,895 294,895 23,565                        
Stock-based compensation for stock warrants | $                                                                                       $ (7)                        
Treasury Stock [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Cancelled shares | shares                                                                                       50,650                        
Warrant [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Warrants issued | shares                                                                                   2,250,691 2,250,691                          
Deemed dividend | $                                                                                       $ 18,421                        
Warrant to purchase of common stock | shares                                                                                   2,414,218 2,414,218                          
Stock Option [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Share based payments | $                                                                                   $ 7,616,195   $ 4,092,013                        
Maximum [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Share holders in the case of ISOs                                   110.00%                                                                            
Minimum [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Share holders in the case of ISOs                                   10.00%                                                                            
September 2020 Equity Raise [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Exercise price | $ / shares                                                                                   $ 4.5                            
Principal | $                                                                                   $ 3,183,667                            
Debt obligations | shares                                                                                   768,204 768,204                          
Common stock exercise price. | $ / shares                                                                                   $ 4.5                            
Warrant expiring                                                                                   5 years 5 years                          
Underwriting discounts and commissions. | $                                                                                   $ 7,762,500                            
Warrants to purchase. | $                                                                                   570,416                            
Resulting in contingent BCF value | $                                                                                   $ 3,051,810                            
IPO [Member] | September 2020 Equity Raise [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Price per unit | $ / shares                                                                                   $ 4.5                            
Series E Convertible Preferred Stock [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Preferred stock, 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. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital.                                                    
Exercise price | $ / shares                                                           $ 4.5                                                    
Warrants, 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.                                                     
Subscription receivable | $                                                                                   $ 40,000                            
Issuance cost | $                                                                                   $ 4,225                            
Converted shares | shares                                                                                   1,766,449 1,766,449                          
Warrants issued | shares                                                                                   486,516 486,516                          
Settlement of Vendor Liabilities [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Restricted common stock issued, shares | shares                                           250,000                                                                    
The Second February 2020 [Member] | Common Stock [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Convertible note outstanding | $                           $ 125,000                                                                                    
Number of shares authorized to issue | shares                           34,722                                                                                    
February 2019 [Member] | Common Stock [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Convertible note outstanding | $                           $ 70,542                                                                                    
Number of shares authorized to issue | shares                           64,124                                                                                    
Interest on Convertible Debt, Net of Tax | $                           $ 112,888                                                                                    
Convertible Notes [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Warrants issued | shares                                                                                       214,080                        
Fair value of Warrants | $                                                                                       $ 1,520,449                        
Notes Payable – Related Party [Member]                                                                                                                
Stockholders’ Equity (Details) [Line Items]                                                                                                                
Warrants issued | shares                                                                                       289                        
Fair value of Warrants | $                                                                                       $ 3,342                        
v3.22.1
Stockholders’ Equity (Details) - Schedule of assumptions options granted - Options [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]    
Exercise price (in Dollars per share)   $ 8.55
Expected dividends 0.00% 0.00%
Expected volatility   229.95%
Risk free interest rate   0.25%
Expected life of option   5 years 8 months 1 day
Minimum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]    
Exercise price (in Dollars per share) $ 2.09  
Expected volatility 169.78%  
Risk free interest rate 0.46%  
Expected life of option 5 years  
Maximum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]    
Exercise price (in Dollars per share) $ 4.89  
Expected volatility 242.98%  
Risk free interest rate 1.26%  
Expected life of option 7 years  
v3.22.1
Stockholders’ Equity (Details) - Schedule of the stock option activity - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stockholders’ Equity (Details) - Schedule of the stock option activity [Line Items]    
Options beginning balance 541,021  
Weighted Average Exercise Price, beginning balance $ 12.75  
Options, Granted 2,425,762  
Weighted Average Exercise Price, Granted $ 5.97  
Weighted Average Remaining Contractual Life (in years), Granted 5 years 10 months 28 days  
Options, Exercised  
Weighted Average Exercise Price, Exercised  
Weighted Average Remaining Contractual Life (in years), Exercised  
Options, Forfeited/Cancelled (64,164)  
Weighted Average Exercise Price, Forfeited/Cancelled $ 13.06  
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled  
Options outstanding, ending balance 2,902,619 541,021
Weighted Average Exercise Price outstanding, ending balance $ 7.07 $ 12.75
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance 4 years 8 months 15 days 3 years 3 months 7 days
Options, exercisable 1,165,191 149,168
Weighted Average Exercise Price, exercisable $ 9.01 $ 23.77
Weighted Average Remaining Contractual Life (in years), exercisable 4 years 1 month 13 days 1 year 9 months
Equity Option [Member]    
Stockholders’ Equity (Details) - Schedule of the stock option activity [Line Items]    
Options beginning balance 541,021 303,825
Weighted Average Exercise Price, beginning balance $ 12.75 $ 24.48
Weighted Average Remaining Contractual Life (in years), beginning balance   2 years 6 months 3 days
Options, Granted   391,853
Weighted Average Exercise Price, Granted   $ 8.55
Weighted Average Remaining Contractual Life (in years), Granted   5 years 8 months 1 day
Options, Exercised  
Weighted Average Exercise Price, Exercised  
Weighted Average Remaining Contractual Life (in years), Exercised  
Options, Forfeited/Cancelled   (154,657)
Weighted Average Exercise Price, Forfeited/Cancelled   $ 25.17
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled  
Options outstanding, ending balance   541,021
Weighted Average Exercise Price outstanding, ending balance   $ 12.75
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance   4 years 3 months 14 days
v3.22.1
Stockholders’ Equity (Details) - Schedule of outstanding and exercisable
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Schedule of outstanding and exercisable [Abstract]  
Option Outstanding, Exercise price | $ / shares $ 7.07
Option Outstanding, Number Outstanding | shares 2,902,619
Option Outstanding, Weighted Average Remaining Contractual Life (in years) 4 years 8 months 15 days
Option Exercisable, Weighted Average Exercise Price | $ / shares $ 9.01
Option Exercisable, Number Exercisable | shares 1,165,191
Option Exercisable, Weighted Average Remaining Contractual Life (in years) 4 years 1 month 13 days
v3.22.1
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items]    
Expected dividends 0.00% 0.00%
Expected life of warrant   5 years
Minimum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items]    
Exercise price (in Dollars per share) $ 4.5 $ 4.5
Expected volatility 232.10% 234.03%
Risk free interest rate 0.82% 0.21%
Expected life of warrant 5 years  
Maximum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items]    
Exercise price (in Dollars per share) $ 5.4 $ 18
Expected volatility 237.14% 247.00%
Risk free interest rate 0.89% 1.63%
Expected life of warrant 5 years 6 months  
v3.22.1
Stockholders’ Equity (Details) - Schedule of warrant activity - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Warrant [Member]    
Stockholders’ Equity (Details) - Schedule of warrant activity [Line Items]    
Warrant, outstanding beginning balance   247,403
Warrant, Granted 1,961,267 5,921,071
Warrant, Exercised (2,414,218)
Warrant, Forfeited/Cancelled (19,167) (37,526)
Warrant, outstanding ending balance 5,658,830 6,130,948
Warrant, exercisable 5,616,330 3,228,235
Weighted Average Exercise Price [Member]    
Stockholders’ Equity (Details) - Schedule of warrant activity [Line Items]    
Weighted Average Exercise Price, outstanding beginning balance   $ 15.75
Weighted Average Exercise Price, Granted $ 5.6 4.7
Weighted Average Exercise, Exercised 4.55
Weighted Average Exercise Price, Forfeited/Cancelled 24 13.31
Weighted Average Exercise Price, outstanding ending balance 4.98 4.96
Weighted Average Exercise Price, exercisable $ 4.97 $ 5.37
v3.22.1
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable - Warrant [Member]
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Class of Warrant or Right [Line Items]  
Warrants Outstanding, Exercise price $ 4.98
Warrants Outstanding, Number Outstanding (in Shares) | shares 5,658,830
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 3 years 9 months 18 days
Warrants Outstanding, Weighted Average Exercise Price $ 4.97
Warrants Exercisable, Number Exercisable (in Shares) | shares 5,616,330
Warrants Exercisable, Weighted Average Exercise Price $ 3.79
v3.22.1
Stockholders’ Equity (Details) - Schedule of activity related to RSUs
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
RSAs non-vested at January 1, 2021 [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Total shares (in Shares) | shares
Grant date fair value
RSAs granted [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Total shares (in Shares) | shares 112,010
RSAs granted [Member] | Minimum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 2.71
RSAs granted [Member] | Maximum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 4.32
RSAs vested [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Total shares (in Shares) | shares
Grant date fair value
RSAs forfeited [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Total shares (in Shares) | shares (13,927)
RSAs forfeited [Member] | Minimum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 3.75
RSAs forfeited [Member] | Maximum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 4.32
RSAs non-vested September 30, 2021 [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Total shares (in Shares) | shares 98,083
RSAs non-vested September 30, 2021 [Member] | Minimum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 2.71
RSAs non-vested September 30, 2021 [Member] | Maximum [Member]  
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]  
Grant date fair value $ 4.32
v3.22.1
Commitments and Contingencies (Details)
 1 Months Ended 12 Months Ended
May 05, 2018
USD ($)
m²
Feb. 28, 2022
USD ($)
Jul. 28, 2021
USD ($)
m²
Jun. 25, 2020
USD ($)
Apr. 01, 2019
USD ($)
m²
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Feb. 16, 2022
USD ($)
Commitments and Contingencies (Details) [Line Items]                
Commitments and contingencies, description           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.     
Taxable income percentage             25.00%  
Property generally eligible term             15 years  
Bonus depreciation rate             100.00%  
Settlement amount       $ 799,000        
Principal amount       660,000        
Accrued interest       $ 139,000   $ 372,106 $ 1,376,902  
Lease term 5 years   3 years   4 years      
Office space (in Square Meters) | m² 2,300   1,364   796      
Operating lease due amount $ 411,150   $ 181,300   $ 108,229      
Single lease cost           216,845    
Total payments           18,451    
Agreements [Member]                
Commitments and Contingencies (Details) [Line Items]                
Rental expense           216,845 $ 107,737  
Subsequent Event [Member]                
Commitments and Contingencies (Details) [Line Items]                
Payable               $ 115,000
Security deposit               $ 16,836
Single lease cost   $ 18,451            
The May 2020 PPP Loan Agreement [Member]                
Commitments and Contingencies (Details) [Line Items]                
Repaid principal           136,597    
Forgiven principal           275,903    
Accrued interest           3,119    
The April 2020 PPP Loan Agreement [Member]                
Commitments and Contingencies (Details) [Line Items]                
Principle outstanding           $ 198,655    
v3.22.1
Commitments and Contingencies (Details) - Schedule of components of lease expense
 12 Months Ended
Dec. 31, 2021
USD ($)
Schedule of components of lease expense [Abstract]  
Operating lease cost $ 202,804
Short term lease cost 14,041
Total net lease cost $ 216,845
v3.22.1
Commitments and Contingencies (Details) - Schedule of supplemental cash flow and other information related to leases
 12 Months Ended
Dec. 31, 2021
USD ($)
Schedule of supplemental cash flow and other information related to leases [Abstract]  
Operating lease payments $ 100,100
Weighted average remaining lease term (in years): 2 months 1 day
Weighted average discount rate: 0.00%
v3.22.1
Acquisition (Details) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 14, 2021
Dec. 03, 2021
Nov. 15, 2021
Nov. 05, 2021
Oct. 03, 2021
Jul. 20, 2021
Jun. 04, 2021
Jun. 01, 2021
Nov. 29, 2021
Sep. 15, 2021
Feb. 18, 2021
Dec. 31, 2021
Dec. 31, 2020
Acquisition (Details) [Line Items]                          
Membership interests purchased                       $ 3,185,662  
Impairment in investment         $ 424,632                
Common stock shares (in Shares)                       100,000,000 100,000,000
Restricted shares (in Shares) 211 194 13,392 25,000         101,097 793 10,417    
Common stock shares issuable                       $ 16,691 $ 8,737
Stock Purchase Agreement [Member]                          
Acquisition (Details) [Line Items]                          
Consideration in cash           $ 144,750              
Plant Camp LLC [Member]                          
Acquisition (Details) [Line Items]                          
Membership interests purchased             $ 300,000            
Plant Camp LLC [Member] | Membership Interest Purchase Agreement [Member]                          
Acquisition (Details) [Line Items]                          
Purchase of acquired common shares (in Shares)             841,005 490,863          
Issued and outstanding equity, percentage             89.00%            
Membership interests purchased               $ 175,000          
Plant Camp LLC [Member] | Plant Camp LLC [Member]                          
Acquisition (Details) [Line Items]                          
Issued and outstanding equity, percentage               33.00%          
WHE Agency, Inc. [Member] | Stock Purchase Agreement [Member]                          
Acquisition (Details) [Line Items]                          
Purchase ownership           44.00%              
Percentage of voting power           55.00%              
Aggregate closing consideration           $ 1,038,271              
Consideration in form of shares, value           $ 893,521              
Consideration in form of shares, shares (in Shares)           224,503              
Common stock at a price (in Dollars per share)           $ 3.98              
Purchase price           $ 1,038,271              
Purchase price percentage           44.00%              
Fair value of the non-controlling interest           $ 1,190,000              
Dune, Inc [Member]                          
Acquisition (Details) [Line Items]                          
Invested amount         $ 732,297                
Common stock shares (in Shares)         3,905,634                
Restricted shares (in Shares)         163,344                
Common stock shares issuable         $ 50,000                
v3.22.1
Acquisition (Details) - Schedule of components of the purchase price
Dec. 31, 2021
USD ($)
Plant Camp LLC [Member]  
Asset Acquisition [Line Items]  
Cash paid to seller $ 300,000
Fair value of equity investment purchased on June 1, 2021 175,000
Total purchase price 475,000
Cash 5,232
Accounts Receivable 7,645
Inventory 19,970
Total assets acquired 32,847
Accounts payable and accrued expenses 5,309
Deferred Revenue 671
Total liabilities assumed 5,980
Net assets acquired 26,867
Non-controlling interest in consolidated subsidiary 56,865
Excess purchase price 504,998
Excess purchase price 504,998
Plant Camp LLC [Member] | Goodwill [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 7,198
Plant Camp LLC [Member] | Trade Names & Trademarks [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 100,000
Plant Camp LLC [Member] | Know-How and Intellectual Property [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 316,500
Plant Camp LLC [Member] | Website [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 51,300
Plant Camp LLC [Member] | Customer Relationships [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 30,000
WHE Agency, Inc. [Member]  
Asset Acquisition [Line Items]  
Cash paid to seller 144,750
Shares granted to seller 893,521
Total purchase price 1,038,271
Cash 26,575
Accounts Receivable 446,272
Total assets acquired 472,847
Accounts payable and accrued expenses 353,017
Total liabilities assumed 353,017
Net assets acquired 119,830
Non-controlling interest in consolidated subsidiary 1,190,000
Excess purchase price 2,108,442
Excess purchase price 2,108,442
WHE Agency, Inc. [Member] | Goodwill [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 1,349,697
WHE Agency, Inc. [Member] | Trade Names & Trademarks [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 85,945
WHE Agency, Inc. [Member] | Non-Compete Agreements [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 45,190
WHE Agency, Inc. [Member] | Influencers / Customers [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 627,610
Dune, Inc [Member]  
Asset Acquisition [Line Items]  
Shares granted to seller 424,698
Fair value of equity investment purchased before October 4, 2021 307,665
Total purchase price 732,363
Cash 186,995
Inventory 47,250
Total assets acquired 234,246
Accounts payable and accrued expenses 40,000
Total liabilities assumed 40,000
Net assets acquired 194,246
Non-controlling interest in consolidated subsidiary 720,581
Excess purchase price 1,258,698
Excess purchase price 1,258,698
Dune, Inc [Member] | Goodwill [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 17,941
Dune, Inc [Member] | Trade Names & Trademarks [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 249,248
Dune, Inc [Member] | Know-How and Intellectual Property [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 788,870
Dune, Inc [Member] | Website [Member]  
Asset Acquisition [Line Items]  
Excess purchase price 127,864
Dune, Inc [Member] | Customer Relationships [Member]  
Asset Acquisition [Line Items]  
Excess purchase price $ 74,774
v3.22.1
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Plant Camp LLC [Member]    
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items]    
Revenues $ 4,335,593 $ 1,213,430
Net loss attributable to common shareholders $ (37,822,820) $ (27,476,400)
Net loss per share (in Dollars per share) $ (2.99) $ (5.71)
Weighted average number of shares outstanding (in Shares) 12,652,470 4,812,153
WHE Agency, Inc. [Member]    
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items]    
Revenues $ 4,916,777 $ 1,685,336
Net loss attributable to common shareholders $ (37,707,250) $ (27,235,057)
Net loss per share (in Dollars per share) $ (2.98) $ (5.66)
Weighted average number of shares outstanding (in Shares) 12,652,470 4,812,153
Dune, Inc [Member]    
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items]    
Revenues $ 4,299,717 $ 1,212,870
Net loss attributable to common shareholders $ (38,265,301) $ (27,382,216)
Net loss per share (in Dollars per share) $ (3.02) $ (5.69)
Weighted average number of shares outstanding (in Shares) 12,652,470 4,812,153
v3.22.1
Segment Information (Details) - Schedule of reportable segments and corporate - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Condensed Balance Sheet Statements, Captions [Line Items]    
Accounts receivable, net $ 337,440 $ 90,355
Prepaid expenses and other current assets 236,665 23,856
Deposits and other assets 718,951 191,836
Intangible assets 2,432,841 960,611
Goodwill 1,374,835 1,035,795
Inventory 106,403
All other assets 3,966,124 8,673,863
Total Assets 9,173,259 10,784,480
Accounts payable and accrued liabilities 3,730,540 2,638,688
Note payable, net of debt discount and issuance costs 1,342,664 1,221,539
Deferred revenue 234,159 88,637
All other Liabilities 177,644 1,390,420
Total Liabilities 5,485,007 5,339,284
Creatd Labs [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accounts receivable, net 3,800
Prepaid expenses and other current assets 48,495 19,631
Deposits and other assets 626,529  
Intangible assets
Goodwill
Inventory  
All other assets
Total Assets 675,024 23,431
Accounts payable and accrued liabilities 9,693 6,221
Note payable, net of debt discount and issuance costs 313,979 55,928
Deferred revenue 161,112
All other Liabilities
Total Liabilities 484,784 62,149
Creatd Ventures [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accounts receivable, net 2,884  
Prepaid expenses and other current assets  
Deposits and other assets  
Intangible assets 1,637,924  
Goodwill 25,139  
Inventory 106,403  
All other assets  
Total Assets 1,772,350  
Accounts payable and accrued liabilities 766,253  
Note payable, net of debt discount and issuance costs  
Deferred revenue 13,477  
All other Liabilities  
Total Liabilities 779,730  
Creatd Partners [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accounts receivable, net 334,556 86,555
Prepaid expenses and other current assets
Deposits and other assets  
Intangible assets 783,676 960,611
Goodwill 1,349,696 1,035,795
Inventory  
All other assets
Total Assets 2,467,928 2,082,961
Accounts payable and accrued liabilities 6,232 83,964
Note payable, net of debt discount and issuance costs
Deferred revenue 59,570 88,637
All other Liabilities
Total Liabilities 65,802 172,601
Corporate [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accounts receivable, net
Prepaid expenses and other current assets 188,170 4,225
Deposits and other assets 92,422  
Intangible assets 11,241
Goodwill
Inventory  
All other assets 3,966,124 8,673,863
Total Assets 4,257,957 8,678,088
Accounts payable and accrued liabilities 2,948,362 2,548,503
Note payable, net of debt discount and issuance costs 1,028,685 1,165,611
Deferred revenue
All other Liabilities 177,644 1,390,420
Total Liabilities $ 4,154,691 $ 5,104,534
v3.22.1
Segment Information (Details) - Schedule of financial information related to our reportable segments and corporate - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]    
Net revenue $ 4,299,717 $ 1,212,870
Cost of revenue 5,300,037 1,495,042
Gross margin (1,000,320) (282,172)
Research and development 983,528 257,431
Marketing 9,626,982 2,854,904
Stock based compensation 9,661,168 6,861,163
Impairment of goodwill 1,035,795  
General and administrative not including depreciation, amortization, or Impairment 9,975,360 5,858,454
Depreciation and amortization 397,440 157,761
Impairment of intangibles 688,127 11,450
Total operating expenses 32,368,400 16,001,163
Interest expense (372,106) (372,106)
All other expenses (3,638,327) (7,557,342)
Other expenses, net (4,010,433) (7,929,448)
Loss before income tax provision and equity in net loss from unconsolidated investments (37,379,153) (24,212,783)
Creatd Labs [Member]    
Segment Reporting Information [Line Items]    
Net revenue 1,926,374 375,043
Cost of revenue 3,186,240 652,259
Gross margin (1,259,866) (277,216)
Research and development 758,293 227,656
Marketing 8,182,935 2,426,668
Stock based compensation 1,727,021 1,226,495
Impairment of goodwill  
General and administrative not including depreciation, amortization, or Impairment 3,918,130 2,301,088
Depreciation and amortization
Impairment of intangibles
Total operating expenses 14,586,379 6,181,907
Interest expense (12,706) (15,828)
All other expenses
Other expenses, net (12,706) (15,828)
Loss before income tax provision and equity in net loss from unconsolidated investments (15,858,951) (6,474,951)
Creatd Ventures [Member]    
Segment Reporting Information [Line Items]    
Net revenue 90,194  
Cost of revenue 148,989  
Gross margin (58,940)  
Research and development 131  
Marketing  
Stock based compensation 1,560,546  
Impairment of goodwill  
General and administrative not including depreciation, amortization, or Impairment 1,665,783  
Depreciation and amortization 100,633  
Impairment of intangibles  
Total operating expenses 3,327,093  
Interest expense  
All other expenses  
Loss before income tax provision and equity in net loss from unconsolidated investments (3,385,888)  
Creatd Partners [Member]    
Segment Reporting Information [Line Items]    
Net revenue 2,283,149 837,827
Cost of revenue 1,964,808 842,783
Gross margin 318,341 (4,956)
Research and development 225,104 29,775
Marketing 962,698 285,490
Stock based compensation 1,884,986 1,338,678
Impairment of goodwill 1,035,795  
General and administrative not including depreciation, amortization, or Impairment 1,600,212 939,792
Depreciation and amortization 252,730 132,768
Impairment of intangibles 688,127
Total operating expenses 6,649,652 2,726,504
Interest expense
All other expenses
Other expenses, net  
Loss before income tax provision and equity in net loss from unconsolidated investments (6,331,311) (2,731,460)
Corporate [Member]    
Segment Reporting Information [Line Items]    
Net revenue
Cost of revenue
Gross margin
Research and development
Marketing 481,349 142,745
Stock based compensation 4,488,615 4,295,990
Impairment of goodwill  
General and administrative not including depreciation, amortization, or Impairment 2,791,236 2,592,581
Depreciation and amortization 44,076 24,993
Impairment of intangibles 11,450
Total operating expenses 11,803,003 7,067,759
Interest expense (359,400) (356,278)
All other expenses (3,638,327) (7,557,342)
Other expenses, net (3,997,727) (7,913,620)
Loss before income tax provision and equity in net loss from unconsolidated investments $ (11,803,003) $ (14,981,379)
v3.22.1
Income Taxes (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2021
Dec. 31, 2020
Income Taxes (Details) [Line Items]      
Net operating loss (in Dollars)   $ 54  
Federal corporate income Tax in percentage   0.00% 0.00%
Expensing percentage 100.00% 20.00%  
Maximum [Member]      
Income Taxes (Details) [Line Items]      
Federal corporate income Tax in percentage 35.00%    
Minimum [Member]      
Income Taxes (Details) [Line Items]      
Federal corporate income Tax in percentage 21.00%    
v3.22.1
Income Taxes (Details) - Schedule of deferred tax assets - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of deferred tax assets [Abstract]    
Depreciation $ (70,194) $ (145,749)
Amortization 95,115 21,096
Stock based compensation 4,369,372 1,653,617
Expected income tax benefit from NOL carry-forwards 15,073,606 8,780,233
Less valuation allowance (19,467,900) (10,309,197)
Deferred tax assets, net of valuation allowance
v3.22.1
Income Taxes (Details) - Schedule of federal statutory income tax rate
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of federal statutory income tax rate [Abstract]    
Federal statutory income tax rate 21.00% 21.00%
State tax rate, net of federal benefit 7.10% 6.50%
Change in valuation allowance on net operating loss carry-forwards (28.10%) (27.50%)
Effective income tax rate 0.00% 0.00%
v3.22.1
Income Taxes (Details) - Schedule of beginning and ending amount of the unrecognized tax benefit - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of beginning and ending amount of the unrecognized tax benefit [Abstract]    
Balance at January 1, $ 68,000
Additions based on tax positions relating to the current year
Reductions for tax positions of prior years (68,000)
Balance at December 31,
v3.22.1
Subsequent Events (Details)
 1 Months Ended 12 Months Ended
Apr. 05, 2022
Mar. 07, 2022
USD ($)
Mar. 03, 2022
USD ($)
Mar. 01, 2022
Jun. 17, 2021
USD ($)
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2021
AUD ($)
shares
Subsequent Events (Details) [Line Items]              
Note conversion, description           Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock.  Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock. 
Net proceeds         $ 2,213,500   $ 224,540
Common stock shares to consultants (in Shares) | shares           183,590 183,590
Forecast [Member]              
Subsequent Events (Details) [Line Items]              
Securities purchase agreement , description       the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share.      
Registered direct offering, description   the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027.          
Certain debts and liabilities   $ 278,163          
Settlement total     $ 799,000        
Note principal     660,000        
Accrued interest     $ 139,000        
Employment agreements, description On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).             
One Promissory Note [Member]              
Subsequent Events (Details) [Line Items]              
Net proceeds           $ 300,000