CREATD, INC., 10-Q filed on 11/16/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2020
Nov. 16, 2020
Document and Entity Information [Abstract]    
Entity Registrant Name Creatd, Inc.  
Entity Central Index Key 0001357671  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Sep. 30, 2020  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2020  
Entity File Number 001-39500  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   8,653,395
Entity Incorporation State Country Code NV  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Current Assets    
Cash $ 2,897,385 $ 11,637
Prepaid expenses 4,127
Accounts receivable, net 90,319 50,849
Note receivable - related party 11,450 11,450
Marketable securities 200,000
Total Current Assets 3,199,154 78,063
Property and equipment, net 40,032 42,363
Intangible assets 992,455 1,087,278
Goodwill 1,035,795 1,035,795
Deposits and other assets 197,243 16,836
Operating lease right of use asset 258,249 311,711
Total Assets 5,722,928 2,572,046
Current Liabilities    
Accounts payable and accrued liabilities 1,339,024 1,763,222
Demand loan 50,000 225,000
Convertible Notes - related party, net of debt discount 20,387
Convertible Notes, net of debt discount and issuance costs 174,469 2,896,425
Current portion of operating lease payable 79,816 105,763
Note payable - related party, net of debt discount 3,295 5,129,342
Note payable, net of debt discount and issuance costs 990,122 660,000
Unrecognized tax benefit 68,000 68,000
Deferred revenue 37,421 50,691
Warrant liability 10,000
Total Current Liabilities 2,742,147 10,928,830
Non-current Liabilities:    
Note payable 401,764  
Operating lease payable 176,623 201,944
Total Non-current Liabilities 578,387 201,944
Total Liabilities 3,320,534 11,130,774
Commitments and contingencies
Stockholders’ Deficit    
Common stock par value $0.001: 100,000,000 shares authorized; 8,662,745 issued and 8,653,395 outstanding as of September 30, 2020 and 3,059,646 issued and 3,006,362 outstanding as of December 31, 2019 8,663 9,179
Additional paid in capital 67,812,570 36,385,699
Accumulated deficit (65,302,489) (44,580,437)
Accumulated other comprehensive income (28,790) (5,995)
Less: Treasury stock, 9,350 and 53,283 shares, respectively (87,560) (367,174)
Total Stockholders' Deficit 2,402,394 (8,558,728)
Total Liabilities and Stockholders’ Deficit 5,722,928 2,572,046
Series A Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
Total Stockholders' Deficit
Series B Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
Total Stockholders' Deficit
Series D Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
Total Stockholders' Deficit
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 8,662,745 3,059,646
Common stock, shares outstanding 8,653,395 3,006,362
Treasury stock, shares 9,350 53,283
Preferred stock, par value   $ 0.001
Preferred stock, shares authorized   100,000,000
Series A Preferred Stock [Member]    
Preferred stock, shares issued 0 31,581
Preferred stock, shares outstanding $ 0 $ 31,581
Series B Preferred Stock [Member]    
Preferred stock, shares issued 0 8,063
Preferred stock, shares outstanding $ 0 $ 8,063
Series D Preferred Stock [Member]    
Preferred stock, shares issued 0 914
Preferred stock, shares outstanding $ 0 $ 914
v3.20.2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Statement [Abstract]        
Net revenue $ 424,814 $ 91,386 $ 1,040,496 $ 132,901
Gross margin 424,814 91,386 1,040,496 132,901
Operating expenses        
Compensation 5,203,931 531,502 7,470,629 1,803,113
Consulting fees 739,503 412,394 2,291,609 810,025
Research and development 158,528 11,349 329,803 366,247
General and administrative 1,346,716 792,664 3,333,520 1,917,154
Total operating expenses 7,448,678 1,747,909 13,425,561 4,896,539
Loss from operations (7,023,864) (1,656,523) (12,385,065) (4,763,638)
Other income (expenses)        
Other income 437,657 515,442
Interest expense (512,650) (164,439) (1,379,386) (329,040)
Accretion of debt discount and issuance cost (6,370,557) (111,027) (6,697,778) (228,017)
Settlement of vendor liabilities (126,087)
Loss on marketable securities (17,495) (7,453)
Loss on extinguishment of debt (88,734) (2,022) (623,774) (83,171)
Gain on settlement of debt 470
Other expenses, net (6,551,779) (277,488) (8,318,566) (640,228)
Loss before income tax provision (13,575,643) (1,934,011) (20,703,631) (5,403,866)
Income tax provision
Net loss (13,575,643) (1,934,011) (20,703,631) (5,403,866)
Deemed dividend 18,421 18,421
Inducement expense (7,628)
Net loss attributable to common shareholders (13,594,064) (1,934,011) (20,722,052) (5,396,238)
Other comprehensive income        
Currency translation gain (loss) 5,735 (22,795)
Comprehensive loss $ (13,569,908) $ (1,934,011) $ (20,726,426) $ (5,403,866)
Per-share data        
Basic and diluted loss per share $ (3.20) $ (0.65) $ (5.91) $ (2.05)
Weighted average number of common shares outstanding 4,254,300 2,966,440 3,506,393 2,633,406
v3.20.2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Series A Preferred Stock
Series B Preferred Stock
Series D Preferred Stock
Common Stock
Treasury stock
Additional Paid In Capital
Accumulated Deficit
Other Comprehensive Income
Total
Balance at Dec. 31, 2018 $ 2,158 $ (52,341) $ 34,104,644 $ (36,545,065)   $ (2,490,604)
Balance, shares at Dec. 31, 2018 2,158,447 (9,222)        
Stock based compensation $ 42 434,042   434,084
Stock based compensation, shares 41,742        
Cash received for common stock and warrants $ 43 649,786   649,829
Cash received for common stock and warrants, shares 43,322        
Tender offering $ 700 (700)  
Tender offering, shares 700,058        
Stock issuance cost           (178,146)   (178,146)
Shares issued for acquisition $ 111 1,166,558   1,166,669
Shares issued for acquisition, shares 111,111        
Stock warrants issued with note payable           336,975   336,975
Purchase of treasury stock and warrants $ (339,833) (95,594)   (435,427)
Purchase of treasury stock and warrants, shares (107,394)        
Inducement expense           7,626   7,626
Net loss           (5,403,866)   (5,403,866)
Balance at Sep. 30, 2019 $ 3,054 $ (392,174) 36,417,564 (41,941,305)   (5,912,860)
Balance, shares at Sep. 30, 2019 3,054,680 (116,617)        
Balance at Jun. 30, 2019 $ 2,944 $ (362,174) 35,247,809 (40,007,294)   (5,118,715)
Balance, shares at Jun. 30, 2019 2,943,569 (49,950)        
Shares issued for acquisition $ 111 1,166,558   1,166,669
Shares issued for acquisition, shares 111,111        
Stock warrants issued with note payable 8,197   8,197
Purchase of treasury stock and warrants $ (30,000) (5,000)   (35,000)
Purchase of treasury stock and warrants, shares (66,667)        
Inducement expense            
Net loss             (1,934,011)   (1,934,011)
Balance at Sep. 30, 2019 $ 3,054 $ (392,174) 36,417,564 (41,941,305)   (5,912,860)
Balance, shares at Sep. 30, 2019 3,054,680 (116,617)        
Balance at Dec. 31, 2019 $ 3,060 $ (367,174) 36,391,818 (44,580,437) $ (5,995) (8,558,728)
Balance, shares at Dec. 31, 2019 3,059,646 (53,283)        
Shares issued with note payable $ 15 130,244 130,259
Shares issued with note payable, shares   14,774        
Shares Issued to settle vendor liabilities $ 24 235,607 235,631
Shares Issued to settle vendor liabilities, shares 23,565        
Stock based compensation $ 141 5,167,633 5,167,774
Stock based compensation, shares 141,167        
Cash received for common stock and warrants $ 1,725 7,025,962 7,027,687
Cash received for common stock and warrants, shares 1,725,000        
Recognition of intrinsic value of beneficial conversion features – convertible notes           5,498,313 5,498,313
Common stock and warrants issued upon conversion of notes payable $ 3,513 11,213,850 11,217,363
Common stock and warrants issued upon conversion of notes payable, shares 3,512,513        
Conversion of warrants to stock $ 7 (4,236) (4,229)
Conversion of warrants to stock, shares 7,239        
Conversion of options to stock $ 229 1,405,436 1,405,665
Conversion of options to stock, shares 229,491        
Stock warrants issued with note payable           1,078,501     1,078,501
Cancellation of Treasury stock $ (51) $ 349,030 (348,979)
Cancellation of Treasury stock, shares (50,650) 50,650        
Purchase of treasury stock $ (69,416) (69,416)
Purchase of treasury stock, shares (6,717)        
Foreign currency translation adjustments (22,795) (22,795)
Dividends           18,421 (18,421)
Net loss (20,703,631) (20,703,631)
Balance at Sep. 30, 2020 $ 8,663 $ (87,560) 67,812,570 (65,302,489) (28,790) 2,402,394
Balance, shares at Sep. 30, 2020 8,662,745 (9,350)        
Balance at Jun. 30, 2020 $ 3,327 $ (60,162) 39,075,664 (51,708,425) (34,525) (12,724,121)
Balance, shares at Jun. 30, 2020 3,327,398 (7,461)        
Shares issued with note payable $ 7 71,322 71,329
Shares issued with note payable, shares 6,667        
Stock based compensation $ 91 4,582,674 4,582,765
Stock based compensation, shares 91,167        
Cash received for common stock and warrants $ 1,725 7,025,962 7,027,687
Cash received for common stock and warrants, shares 1,725,000        
Recognition of intrinsic value of beneficial conversion features – convertible notes 5,498,313 5,498,313
Common stock and warrants issued upon conversion of notes payable $ 3,513 11,213,850 11,217,363
Common stock and warrants issued upon conversion of notes payable, shares 3,512,513        
Conversion of warrants to stock       $ 7 (10,007)     (10,000)
Conversion of warrants to stock, shares       6,718        
Conversion of options to stock       $ 688 1,404,976     1,405,664
Conversion of options to stock, shares       688,473          
Stock warrants issued with note payable 326,364 326,364
Purchase of treasury stock $ (27,398) (27,398)
Purchase of treasury stock, shares (1,889)        
Foreign currency translation adjustments 5,735 5,735
Dividends 18,421 (18,421)
Net loss             (13,575,643)   (13,575,643)
Balance at Sep. 30, 2020 $ 8,663 $ (87,560) $ 67,812,570 $ (65,302,489) $ (28,790) $ 2,402,394
Balance, shares at Sep. 30, 2020 8,662,745 (9,350)        
v3.20.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (20,703,631) $ (5,403,866)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 116,614 11,922
Accretion of debt discount and issuance cost 6,697,778 228,017
Inducement expense 7,626
Share-based compensation 6,577,558 441,412
Bad debt expense 6,577,558
Gain on settlement of debt (470)
Loss on settlement of vendor liabilities 126,087
Gain on marketable securities 7,453
Loss on extinguishment of debt 623,774 83,171
Non cash lease expense 53,462 (76,317)
Changes in operating assets and liabilities:    
Prepaid expenses 669
Accounts receivable (92,319) (49,532)
Deposits and other assets (5,407)
Deferred revenue (13,270) 57,003
Accounts payable and accrued expenses 1,578,302 (7,912)
Operating lease liability (51,268)
Net Cash Used In Operating Activities (5,032,488) (4,707,807)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Issuance of note receivable (11,450)
Cash paid for property and equipment (19,460) (27,887)
Purchase of marketable securities (238,272)
Sale of marketable securities 36,048
Deposits (175,000)
Cash consideration for acquisition (368,004)
Net cash received in business combination 16,049
Net Cash Used In Investing Activities (396,684) (391,292)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573)
Net proceeds from issuance of notes 1,396,649
Repayment of notes (447,024) (50,000)
Proceeds from issuance of demand loan 440,000 100,000
Repayment of demand Loan (90,000)
Proceeds from issuance of convertible note 2,904,255 1,993,025
Repayment of convertible notes (1,658,001)
Proceeds from issuance of convertible notes - related party 50,000  
Proceeds from issuance of note payable - related party 152,989 3,406,500
Repayment of note payable - related party (983,752) (329,000)
Proceeds from issuance of common stock and warrants 6,662,015 649,829
Cash paid for stock issuance costs (35,000)
Purchase of treasury stock and warrants (89,416) (435,428)
Net Cash Provided By Financing Activities 8,337,715 5,266,353
Effect of exchange rate changes on cash (22,795)
Net Change in Cash 2,885,748 167,254
Cash - Beginning of Year 11,637
Cash - End of period 2,897,385 167,254
Cash Paid During the Year for:    
Income taxes
Interest 175,626 42,262
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 475,220
Deferred offering costs 143,146
Beneficial conversion feature on convertible notes 5,498,313
Warrants issued with debt 1,079,213 336,975
Shares issued with debt 130,264
Issuance of common stock for prepaid services 585,000
Cancellation of Treasury stock 349,030  
Operating Lease liability 288,790
Option liability 7,328
Conversion of note payable and interest into convertible notes 385,000
Conversion of Demand loan into notes payable 150,000
Common stock and warrants issued upon conversion of notes payable 11,217,362
Promissory Note issued for acquisition 660,000
Shares issued for acquisition 1,166,669
Conversion of note payable and interest into convertible notes 385,000
Conversion of note payable- related party and interest into convertible notes- related party $ 20,000
v3.20.2
Organization and Operations
 9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

Note 1 – Organization and Operations

  

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

 

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

 

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

  

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

  

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

   

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

  

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

 

On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to "Creatd, Inc.", which became effective on September 10, 2020. 
v3.20.2
Significant and Critical Accounting Policies and Practices
 9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

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

    

Basis of Presentation

 

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and following the requirements of the U.S. Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company's financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company's 2019 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2019 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.

 

Use of Estimates and Assumptions 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.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

   

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
   
(ii) Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
   
(iii)   Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses and (b) general economic conditions.

  

(iv) Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.
   
(v) Operating lease estimates and assumptions: These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. We estimate the incremental borrowing rate for each lease based on an evaluation of our credit ratings and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease.

   

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

 

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

 

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

   

Actual results could differ from those estimates.

 

Principles of consolidation

 

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

 

As of September 30, 2020, the Company's consolidated subsidiaries and/or entities are as follows:

 

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

 

All inter-company balances and transactions have been eliminated.  

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
   
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

  

Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, notes payable, convertible debt, accounts payable and accrued liabilities approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

   

The assets or liabilities' fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the relevant assets and liabilities that are measured at fair value on a recurring basis:

 

Fair Value Measurements as of

September 30, 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  $200,000   $          -   $          -   $200,000 
Marketable securities - equity securities   -    -    -    - 
Total assets  $200,000   $-   $-   $200,000 

 

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

 

Marketable debt securities as of September 30, 2020 are as follows:

 

   Fair Value
Hierarchy		  Cost   Unrealized
Gains
(Loss)		   Fair
Value		 
Marketable securities - debt securities  3  $200,000   $                -   $200,000 

 

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder's Equity for the nine months ended September 30, 2020 and 2019 was $0 and $0, respectively.

 

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2020 are $0.

 

The change in net realized appreciation on equity trading securities that has been included in other expenses for the nine months ended September 30, 2020 and 2019 was $7,453 and $0, respectively.

 

Cash Equivalents

 

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

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

 

Property and Equipment

 

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

 

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

 

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

 

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the nine months ended September 30, 2020.  

 

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

 

During the nine months ended September 30, 2020 the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined that the fair value of the reporting unit was more likely than not equal or greater than the carrying value, including Goodwill. Based on completion of this annual impairment test, no impairment was indicated.

 

Investments

 

The Company accounts for its investments in debt securities, in accordance with sub-topic 320-10 of the FASB ASC ("Sub-topic 320-10").

 

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale debt securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized  except an available-for-sale debt security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4. The available-for-sale debt securities are measured at amortized cost if there is no readily determinable fair value.

 

The Company follows Paragraphs 326-30-35-1 through 326-30-35-4 to assess whether an investment is impaired in each reporting period. An investment in debt security is impaired if the fair value of the investment is less than its amortized cost. Impairment indicators include, but are not limited to the following: a. asset quality, or business prospects of the investee; b. a significant adverse change in the regulatory, economic, or technological environment of the investee; c. a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates. If the fair value of an investment is less than its amortized cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is either temporary or other than temporary. 

 

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

 

   For the three months ended
September 30,
2020		   For the nine months ended
September 30,
2020		 
   Total   Total 
Beginning of period  $176 ,325   $- 
Purchase of marketable securities   71,989    238,272 
Loss on trading securities   (17,495)   (7,453)
Sale of marketable securities   (30,819)   (30,819)
September 30, 2020  $200,000   $200,000 

 

We invest in debt and equity securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of September 30, 2020, all of our investments had maturities between one and two years.  

 

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 condensed 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 condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

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

 

Foreign Currency

 

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

 

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;

  

●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 three and nine months ended September 30, 2020 and 2019 consists of the following:

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
Branded content  $165,500   $35,464   $290,228   $57,885 
Managed Services   183,648    54,767    566,005    60,937 
Creator Subscriptions   66,198    -    157,132    - 
Affiliate sales   8,400    1,155    24,744    6,816 
Other revenue   1,068    -    2,387    7,263 
   $424,814   $91,386   $1,040,496   $132,901 

    

During the three and nine months ended September 30, 2020, the Company recognized $100,000 in revenue from a related party for branded content services. The customer is a significant investee into which the Company has made deposits towards the investment of $175,000.

 

Branded Content

 

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

 

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

 

●The Company collects fixed fees ranging from $5,000 to $75,000.

 

●The articles are created and published within three months of the signed agreement, or as previously negotiated with the client.

 

●The articles are promoted per the contract and engagement reports are provided to the client.

 

●The client pays 50% at signing and 50% upon completion.

 

●Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee.

 

Affiliate Sales

 

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

 

Subscription

 

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. 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.

 

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.  

 

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2020 and December 31, 2019, the Company had deferred revenue of $37,421 and $50,691, respectively.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2020 the Company recorded $52,849 as a reserve for doubtful accounts. As of September 30, 2020 and December 31, 2019, the Company has an allowance for doubtful accounts of $82,349 and $33,503, respectively.

 

Stock-Based Compensation

 

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

 

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

 

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

  

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.  

 

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 nine months ended September 30, 2020 and 2019 presented in these condensed 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 September 30, 2020 and 2019:

 

   September 30, 
   2020   2019 
Options   542,687    294,167 
Warrants   3,059,040    262,084 
Convertible notes - related party   -    1,770 
Convertible notes   -    188,265 
Totals   3,601,727    746,286 

 

Recently Adopted Accounting Guidance

 

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

 

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

 

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

 

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

 

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

 

Recent Accounting Guidance Not Yet Adopted

 

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

 

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

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
v3.20.2
Going Concern
 9 Months Ended
Sep. 30, 2020
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

The Company's condensed 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 condensed consolidated financial statements, as of September 30, 2020, the Company had an accumulated deficit of $65.3 million, a net loss of $20.7 million and net cash used in operating activities of $5.0 million for the reporting period then ended. The Company is in default on debentures as of the date of this filing.  These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

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

 

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

 

The condensed 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.

v3.20.2
Acquisition of Seller's Choice
 9 Months Ended
Sep. 30, 2020
Merger Agreement [Abstract]  
Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller's Choice

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

   Nine Months Ended 
   September 30,
2019		 
Revenues, net  $801,416 
Net loss attributable to common shareholders  $(5,438,813)
Net loss per share  $(2.07)
Weighted average number of shares outstanding   2,633,406 

 

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

 

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

v3.20.2
Notes Payable
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Notes Payable

Note 5 – Notes Payable

 

Notes payable as of September 30, 2020 and December 31, 2019 is as follows:

 

   Outstanding Principal as of       
   September 30,
2020		   December 31,
2019		 

Interest

Rate

   Maturity Date
Seller's Choice Note   660,000   660,000   30%  September 2020
The First January 2020 Loan Agreement   -   -   6%  January 2020
The Second January 2020 Loan Agreement   -   -   5%  January 2020
The Third January 2020 Loan Agreement   -   -   10%  January 2020
The Fourth January 2020 Loan Agreement   -   -   7%  February 2020
The February 2020 Loan agreement   -   -   5%  March 2020
The First March 2020 Loan Agreement   -   -   25%  September 2020
The Second March 2020 Loan Agreement   -   -   19%  September 2021
The April 2020 PPP Loan Agreement   412,500   -   1%  April 2022
The May 2020 PPP Loan Agreement   282,432   -   1%  May 2022
The June 2020 Loan Agreement   -   -   15%  July 2020
The July 2020 Loan Agreement   -   -   5%  August 2020
The First September 2020 Loan Agreement   20,249   -   12.5%  March 2021
The Second September 2020 Loan Agreement   16,705   -   7%  September 2020
    1,391,886   660,000        
Less: Debt Discount   -   -        
Less: Debt Issuance Costs   -   -        
    1,391,886   660,000        
Less: Current Debt   (990,122)           
Total Long-Term Debt  $401,764 $         

 

Seller's Choice Note

 

On September 11, 2019, the Company entered into Seller's Choice Purchase Agreement with Home Revolution LLC (see Note 4). As a part of the consideration provided pursuant to the Seller's Choice Acquisition, the Company issued the Seller's Choice Note to the Seller in the principal amount of $660,000. The Seller's Choice Note bears interest at a rate of 9.5% per annum, and is payable on March 11, 2020 (the "Seller's Choice Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding. As of September 30, 2020 the company is in default on the Seller's Choice note.

 

During the nine months ended September 30, 2020 the Company accrued interest of $104,578 and paid $68,970 of 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.  

 

During the nine months ended September 30, 2020, the Company converted $250,000 in principal to the Third February 2020 Note (as defined below).

  

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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020 the Company converted $135,000 in principal to the Second February 2020 Note (as defined below).

 

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 nine months ended September 30, 2020 the Company repaid $15,000 in principal and $750 in interest.

 

The First March 2020 Loan Agreement

 

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

 

During the nine months ended September 30, 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 nine months ended September 30, 2020 the Company repaid $17,000 in principal and $1,398 in interest.

 

The April 2020 PPP Loan Agreement

 

On April 30, 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 $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 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.

 

During the nine months ended September 30, 2020 the Company accrued interest of $1,684. 

 

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

 

The May 2020 PPP Loan Agreement

 

On May 4, 2020, the Company was granted a loan from a banking institution 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 nine months ended September 30, 2020 the Company accrued interest of $1,184. 

 

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 nine months ended September 30, 2020 the Company repaid A$510,649 in principal and A$14,814 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 nine months ended September 30, 2020 the Company repaid $5,000 in principal and $250 in interest.

 

The First September 2020 Loan Agreement

 

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

 

During the nine months ended September 30, 2020 the Company repaid $4,752 in principal and $0 in interest.

 

The Second September 2020 Loan Agreement

 

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

 

During the nine months ended September 30, 2020 the Company accrued interest of $48.
v3.20.2
Convertible Note Payable
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 6 – Convertible Note Payable

 

Convertible notes payable as of September 30, 2020 and December 31, 2019 is as follows:

 

   Outstanding Principal
as of		              Warrants granted 
   September 30,
2020		   December 31,
2019		   Interest
Rate		   Conversion
Price		  

Maturity

Date

  Quantity   Exercise
Price		 
The February 2018 Convertible Note Offering                -    75,000    15%   12.00(*)  January – February 2020   84,639    12.00 
The March 2018 Convertible Note Offering   -    75,000    14%   12.00(*)  March – April 2020   80,114    12.00 
The February 2019 Convertible Note Offering   -    2,311,703    10%   15.00(*)  February – March 2020   44,396    18.00 
The November 2019 Convertible Note Offering   -    559,433    12%   13.50(*)  May – June 2020   -    - 
The First January 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  July – August 2020   -    - 
The First February 2020 convertible Loan Agreement   -    -    10%  $12.00(*)  August 2020   -    - 
The Second February 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  February 2021   6,666    15.00 
The Third February 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  February 2021   41,665    15.00 
The April 2020 Convertible Note Offering   -    -    12%  $13.50(*)  October 2020   -    - 
The June 2020 Convertible Loan Agreement   -    -    12%  $ -(*)  June 2021   49,603    11.55 
The First July 2020 convertible Loan Agreement   -    -    10%  $ -(*)  June 2021   -    - 
The Second July 2020 convertible Loan Agreement   -    -    12%  $ -(*)  July 2021   6,667    12 
The July 2020 Convertible Note Offering   -    -    10%  $ 12.75(*)  January – March 2021   30,589    12.75 
The August 2020 convertible Loan Agreement             10%  $ -(*)  August 2021   -    - 
The September 2020 convertible Loan Agreement   385,000    -    12%  $ -(*)  September 2021   85,555    5 
    385,000    3,021,136                        
Less: Debt Discount   (181,347)   (124,096)                       
Less: Debt Issuance Costs   (29,184)   (614)                       
    174,469    2,896,425                        
Less: Current Debt   (174,469)   (2,896,425)                       
Total Long-Term Debt  $-   $-                       

 

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

     

The February 2018 Convertible Note Offering

 

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

 

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

 

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

 

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

 

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

 

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

    

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

 

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

 

During the nine months ended September 30, 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 nine months ended September 30, 2020, the Company converted $50,000 of principal and $17,949 of unpaid interest into the September 2020 Equity Raise (as defined in Note 8).

 

During the nine months ended September 30, 2020 the Company repaid $25,000 in principal and $9,364 in interest.

  

The February 2019 Convertible Note Offering

 

During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020, the Company converted $1,963,567 of principal and $416,786 of unpaid interest into the September 2020 Equity Raise.

 

During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020, the Company converted $125,000 of principal and $0 of unpaid interest into the September 2020 Equity Raise.

 

During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020 the lender converted $59,200 of principal into the Second July 2020 Convertible Loan Agreement

 

During the nine months ended September 30, 2020 the Company repaid $490,800 in principal and $16,944 in interest.

 

The First July 2020 Convertible Loan Agreement

 

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

  

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

 

During the nine months ended September 30, 2020 the Company repaid $68,000 in principal and $3,329 in interest.

 

The Second July 2020 Convertible Loan Agreement

 

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

  

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

 

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

 

During the nine months ended September 30, 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 nine months ended September 30, 2020, the Company converted $390,000 of principal and $3,436 of unpaid interest into the September 2020 Equity Raise.

 

The August 2020 Convertible Loan Agreement

 

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

  

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

 

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

 

During the nine months ended September 30, 2020 the Company repaid $68,000 in principal and $0 in interest.

 

The September 2020 Convertible Loan Agreement

 

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

  

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

 

The Company recorded a $68,255 debt discount relating to original issue discount associated with this note. The Company recorded a $146,393 debt discount relating to 85,555 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.
v3.20.2
Related Party
 9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]  
Related Party

Note 7 – Related Party

 

Convertible notes

 

Convertible notes payable – related party as of September 30, 2020 and 2019 is as follows:

 

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

 

The March 2018 Convertible Note Offering

 

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

 

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

 

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

  

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

  

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

 

During the nine months ended September 30, 2020 the lender forgave $400 of principal and $70 of unpaid interest. This was recorded as a gain on settlement of debt on the Condensed Consolidated Statements of Comprehensive Income (Loss).  

 

The February 2019 Convertible Note Offering

 

During the Nine months ended September 30, 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 nine months ended September 30, 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 in principal was converted from a promissory note into this Offering.

 

During the nine months ended September 30, 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 nine months ended September 30, 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 September 30, 2020 and December 31, 2019 is as follows:

 

   Outstanding Principal as of           Warrants granted 
   September 30,
2020		   December 31,
2019		   Interest
Rate		   Maturity
Date		   Quantity   Exercise
Price		 
The June 2018 Frommer Loan Agreement   -    10,000    6%   August 17, 2018     500    12.00 
The July 2018 Schiller Loan Agreements   -    20,863    6%   August 17, 2018     2,500    12.00 
The June 2019 Loan Agreement   -    4,825,000    12.5%   December 3, 2019     -    - 
The December 2019 Gravitas Loan Agreement   -    300,000    6.7%   March 1, 2020     -    - 
The January 2020 Rosen Loan Agreement   -    -    -    February 2020     -    - 
The February 2020 Banner Loan Agreement   -    -    -    February 2020     49    18.00 
The February 2020 Frommer Loan Agreement   -    -    -    February 2020     15    18.00 
The September 2020 Rosen Loan Agreement   3,295    -    7%   September 2022    -    - 
    3,295    5,155,863                     
Less: Debt Discount   -    -                     
Less: Debt Issuance Costs   -    (26,521)                    
    3,295    5,129,342                     
Less: Current Debt   (3,295)   (5,129,342)                    
   $-   $-                     

   

The June 2018 Frommer Loan Agreement

 

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

 

During the nine months ended September 30, 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 nine months ended September 30, 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 the nine months ended September 30, 2020, the Company converted $4,325,000 of principal and $752,346 of unpaid interest into the September 2020 Equity Raise.

 

During the nine months ended September 30, 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 nine months ended September 30, 2020 the Company repaid $300,000 in principal and $50,000 in accrued interest.

  

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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020 the Company repaid $2,989 in principal and $160 in interest.

 

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 Second September 2020 Note are due. The September 2020 Rosen Loan is secured by the tangible and intangible property of the Company.

 

During the nine months ended September 30, 2020 the Company accrued interest of $9.

 

Demand loan

 

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

 

During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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.

  

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 nine months ended September 30, 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 nine months ended September 30, 2020, 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 nine months ended September 30, 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 nine months ended September 30, 2020 the Company repaid $50,000 of principal.

 

Officer compensation

 

During the nine months ended September 30, 2020 the Company paid $25,500 for living expenses for officers of the Company.
v3.20.2
Stockholders' Deficit
 9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Deficit

Note 8 – Stockholders' Deficit

 

Shares Authorized

 

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

 

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

  

Reverse Stock Split

 

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

 

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

 

Common Stock

 

On January 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 nine months ended September 30, 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 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.

 

During the nine months ended September 30, 2020 the Company cancelled 50,650 shares of treasury stock.

 

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 $9,589,951 of principal and $1,318,982 of accrued but unpaid interest of the Company's debt obligations into 3,413,667 shares of Common Stock and 901,872 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 $5,450,286. This was recorded as a debt discount on the notes that were triggered. 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 Condensed Consolidated Statements of Comprehensive Loss.

 

Stock Options

 

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

 

The assumptions used for options granted during the nine months ended September 30, 2020 and 2019 are as follows:

 

   September 30,
2020		   September 30,
2019		 
Exercise price  $8.55   $6.00 
Expected dividends   0%   0%
Expected volatility   229.95%   78.5% - 114.13%
Risk free interest rate   0.25%   1% - 3%
Expected life of option   5.67 years    4 – 5 years 

 

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

 

   Options   Weighted
Average
Exercise
Price		  

Weighted

Average

Remaining
Contractual
Life

(in years)

 
Balance – December 31, 2019 – outstanding   303,825    24.48    2.51 
Granted   391,853    8.55    5.67 
Exercised   -    -    - 
Cancelled/Modified   (152,991)   25.28    - 
Balance – September 30, 2020 – outstanding and exercisable   542,687    12.75    4.53 

  

 

Option Outstanding   Option Exercisable 
Exercise price   Number Outstanding   Weighted
Average
Remaining
Contractual
Life (in years)		   Weighted
Average
Exercise
Price		   Number Exercisable   Weighted
Average
Remaining Contractual
Life (in years)		 
$12.75    542,687    4.53    23.67    150,834    1.99 

 

During the year ended December 31, 2018 the Company granted options of 166,666 to consultants. As of the date of this filing the company has not issued these options.

 

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 20, 2020 the Company entered into exchange agreements 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's common stock. In connection with this agreement the Company recorded stock-based compensation on conversion of options to stock of $1,405,664.

 

On July 29, 2020 the Company granted options of 391,853 to employees.

 

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $3,622,774, for the three and nine months ended September 30, 2020.

  

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 nine months ended September 30, 2020 are as follows:

  

    September 30,  
2020 		    September 30,
2019   		 
Exercise price   $ 4.50 - 18.00     $ 12.00 - 18.00  
Expected dividends     0 %     0 %
Expected volatility     234.03% - 247 %      78.5%-114.13 %
Risk free interest rate     0.21% - 1.63 %      1-3 %
Expected life of warrant     5 years        4 – 5 years  

    

Warrant Activities

 

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

 

   Warrants   Weighted
Average
Exercise
Price		   Aggregate
Intrinsic
Value		 
             
Outstanding and Exercisable – December 31, 2019   247,403   $15.75           - 
Granted   2,845,163    4.91      
Exercised   -    -      
Forfeited/Cancelled   (33,526)   12.40      
Outstanding – September 30, 2020   3,059,040    5.44    - 
Exercisable – September 30, 2020   2,923,882    5.36    - 

  

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		 
$5.44    3,059,040   4.76   5.36    2,923,882    4.75 

 

During the nine months ended September 30, 2020, a total of 225 warrants were issued with notes payable (See Note 5 above). The warrants have a grant date fair value of $2,589 using a Black-Scholes option-pricing model and the above assumptions.

 

During the nine months ended September 30, 2020, a total of 214,080 warrants were issued with convertible notes (See Note 6 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 nine months ended September 30, 2020, a total of 64 warrants were issued with notes payable – related party (See Note 7 above). The warrants have a grant date fair value of $753 using a Black-Scholes option-pricing model and the above assumptions.

 

During the three months ended September 30, 2020, some of the Company's warrants had a reset provision triggered that resulted in a lower exercise price. A deemed dividend of $18,421 was recorded to the Statements of Comprehensive Loss.
v3.20.2
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Commitments and Contingencies

Note 9 – 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 nine months ended September 30, 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. The company is in the process of returning the funds received on April 30, 2020.  

 

Litigation   

 

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

 

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

 

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

 

Lease Agreements

 

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

 

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

 

The components of lease expense were as follows:

 

   Nine Months
Ended
September 30,
2020		 
Operating lease cost  $53,869 
Short term lease cost   12,128 
Total net lease cost  $65,997 

 

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

 

   Nine Months
Ended
September 30,
2020		 
Cash paid for amounts included in the measurement of lease liabilities:    
Operating lease payments   78,276 
      
Weighted average remaining lease term (in years):   2.8 
      
Weighted average discount rate:   13%

   

Total future minimum payments required under the lease as of September 30, 2020 are as follows:

 

Twelve Months Ending December 31,      
2020   $ 107,955  
2021     112,942  
2022     82,453  
2023     -  
Total   $ 303,350  

 

Rent expense for the nine months ended September 30, 2020 and 2019 was $80,803 and $116,209, respectively.
v3.20.2
Subsequent Events
 9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events  

 

Subsequent to September 30, 2020 the Company entered into one promissory note agreement with proceeds of $154,000.

 

Subsequent to September 30, 2020 the Company entered into one promissory note agreement with proceeds of $74,300 AUD, or $52,760 USD. This loan is secured by the Australian research & development credit.

 

Subsequent to September 30, 2020 the Company entered into a Membership Interest Purchase Agreement under which the Company made an investment of $115,000 to the seller in exchange for 3.8% of membership interest in the entity.

 

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 $2,587.50.
v3.20.2
Significant and Critical Accounting Policies and Practices (Policies)
 9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and following the requirements of the U.S. Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company's financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company's 2019 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2019 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions 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.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

   

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
   
(ii) Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
   
(iii)   Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses and (b) general economic conditions.

  

(iv) Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.
   
(v) Operating lease estimates and assumptions: These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. We estimate the incremental borrowing rate for each lease based on an evaluation of our credit ratings and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease.

   

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

 

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

 

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

   

Actual results could differ from those estimates.
Principles of consolidation

Principles of consolidation

 

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

 

As of September 30, 2020, the Company's consolidated subsidiaries and/or entities are as follows:

 

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

 

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

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
   
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

  

Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, notes payable, convertible debt, accounts payable and accrued liabilities approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

   

The assets or liabilities' fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the relevant assets and liabilities that are measured at fair value on a recurring basis:

 

Fair Value Measurements as of

September 30, 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  $200,000   $          -   $          -   $200,000 
Marketable securities - equity securities   -    -    -    - 
Total assets  $200,000   $-   $-   $200,000 

 

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

 

Marketable debt securities as of September 30, 2020 are as follows:

 

   Fair Value
Hierarchy		  Cost   Unrealized
Gains
(Loss)		   Fair
Value		 
Marketable securities - debt securities  3  $200,000   $                -   $200,000 

 

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder's Equity for the nine months ended September 30, 2020 and 2019 was $0 and $0, respectively.

 

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2020 are $0.

 

The change in net realized appreciation on equity trading securities that has been included in other expenses for the nine months ended September 30, 2020 and 2019 was $7,453 and $0, respectively.
Cash Equivalents

Cash Equivalents

 

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

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.
Property and Equipment

Property and Equipment

 

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

 

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

 

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

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the nine months ended September 30, 2020.  

 

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

 

During the nine months ended September 30, 2020 the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined that the fair value of the reporting unit was more likely than not equal or greater than the carrying value, including Goodwill. Based on completion of this annual impairment test, no impairment was indicated.
Investments

Investments

 

The Company accounts for its investments in debt securities, in accordance with sub-topic 320-10 of the FASB ASC ("Sub-topic 320-10").

 

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale debt securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized  except an available-for-sale debt security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4. The available-for-sale debt securities are measured at amortized cost if there is no readily determinable fair value.

 

The Company follows Paragraphs 326-30-35-1 through 326-30-35-4 to assess whether an investment is impaired in each reporting period. An investment in debt security is impaired if the fair value of the investment is less than its amortized cost. Impairment indicators include, but are not limited to the following: a. asset quality, or business prospects of the investee; b. a significant adverse change in the regulatory, economic, or technological environment of the investee; c. a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates. If the fair value of an investment is less than its amortized cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is either temporary or other than temporary. 

 

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

 

   For the three months ended
September 30,
2020		   For the nine months ended
September 30,
2020		 
   Total   Total 
Beginning of period  $176 ,325   $- 
Purchase of marketable securities   71,989    238,272 
Loss on trading securities   (17,495)   (7,453)
Sale of marketable securities   (30,819)   (30,819)
September 30, 2020  $200,000   $200,000 

 

We invest in debt and equity securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of September 30, 2020, all of our investments had maturities between one and two years.
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 condensed 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 condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

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

Foreign Currency

 

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

  

●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 three and nine months ended September 30, 2020 and 2019 consists of the following:

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
Branded content  $165,500   $35,464   $290,228   $57,885 
Managed Services   183,648    54,767    566,005    60,937 
Creator Subscriptions   66,198    -    157,132    - 
Affiliate sales   8,400    1,155    24,744    6,816 
Other revenue   1,068    -    2,387    7,263 
   $424,814   $91,386   $1,040,496   $132,901 

    

During the three and nine months ended September 30, 2020, the Company recognized $100,000 in revenue from a related party for branded content services. The customer is a significant investee into which the Company has made deposits towards the investment of $175,000.

 

Branded Content

 

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

 

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

 

●The Company collects fixed fees ranging from $5,000 to $75,000.

 

●The articles are created and published within three months of the signed agreement, or as previously negotiated with the client.

 

●The articles are promoted per the contract and engagement reports are provided to the client.

 

●The client pays 50% at signing and 50% upon completion.

 

●Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee.

 

Affiliate Sales

 

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

 

Subscription

 

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. 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.

 

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.
Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2020 and December 31, 2019, the Company had deferred revenue of $37,421 and $50,691, respectively.
Accounts Receivable and Allowances

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2020 the Company recorded $52,849 as a reserve for doubtful accounts. As of September 30, 2020 and December 31, 2019, the Company has an allowance for doubtful accounts of $82,349 and $33,503, respectively.
Stock-Based Compensation

Stock-Based Compensation

 

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

 

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

 

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

  

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.  
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 nine months ended September 30, 2020 and 2019 presented in these condensed 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 September 30, 2020 and 2019:

 

   September 30, 
   2020   2019 
Options   542,687    294,167 
Warrants   3,059,040    262,084 
Convertible notes - related party   -    1,770 
Convertible notes   -    188,265 
Totals   3,601,727    746,286 
Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

 

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

 

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

 

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

 

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

 

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

Recent Accounting Guidance Not Yet Adopted

 

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

 

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

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
v3.20.2
Significant and Critical Accounting Policies and Practices (Tables)
 9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities

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

   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  $200,000   $          -   $          -   $200,000 
Marketable securities - equity securities   -    -    -    - 
Total assets  $200,000   $-   $-   $200,000 

 

   Fair Value
Hierarchy		  Cost   Unrealized
Gains
(Loss)		   Fair
Value		 
Marketable securities - debt securities  3  $200,000   $                -   $200,000 
Schedule of property and equipment estimated useful lives

   Estimated Useful Life
(Years)
    
Computer equipment and software  3
Furniture and fixtures  5
Schedule of changes in marketable securities

   For the three months ended
September 30,
2020		   For the nine months ended
September 30,
2020		 
   Total   Total 
Beginning of period  $176 ,325   $- 
Purchase of marketable securities   71,989    238,272 
Loss on trading securities   (17,495)   (7,453)
Sale of marketable securities   (30,819)   (30,819)
September 30, 2020  $200,000   $200,000 
Schedule of revenue disaggregated by revenue

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
Branded content  $165,500   $35,464   $290,228   $57,885 
Managed Services   183,648    54,767    566,005    60,937 
Creator Subscriptions   66,198    -    157,132    - 
Affiliate sales   8,400    1,155    24,744    6,816 
Other revenue   1,068    -    2,387    7,263 
   $424,814   $91,386   $1,040,496   $132,901 
Schedule of common stock equivalents

   September 30, 
   2020   2019 
Options   542,687    294,167 
Warrants   3,059,040    262,084 
Convertible notes - related party   -    1,770 
Convertible notes   -    188,265 
Totals   3,601,727    746,286 
v3.20.2
Acquisition of Seller’s Choice (Tables)
 9 Months Ended
Sep. 30, 2020
Merger Agreement [Abstract]  
Schedule of merger transaction

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

 

(1)The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.
Schedule of pro-forma combined results of operations
   Nine Months Ended 
   September 30,
2019		 
Revenues, net  $801,416 
Net loss attributable to common shareholders  $(5,438,813)
Net loss per share  $(2.07)
Weighted average number of shares outstanding   2,633,406 
v3.20.2
Notes Payable (Tables)
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Schedule of notes payable

   Outstanding Principal as of       
   September 30,
2020		   December 31,
2019		 

Interest

Rate

   Maturity Date
Seller's Choice Note   660,000   660,000   30%  September 2020
The First January 2020 Loan Agreement   -   -   6%  January 2020
The Second January 2020 Loan Agreement   -   -   5%  January 2020
The Third January 2020 Loan Agreement   -   -   10%  January 2020
The Fourth January 2020 Loan Agreement   -   -   7%  February 2020
The February 2020 Loan agreement   -   -   5%  March 2020
The First March 2020 Loan Agreement   -   -   25%  September 2020
The Second March 2020 Loan Agreement   -   -   19%  September 2021
The April 2020 PPP Loan Agreement   412,500   -   1%  April 2022
The May 2020 PPP Loan Agreement   282,432   -   1%  May 2022
The June 2020 Loan Agreement   -   -   15%  July 2020
The July 2020 Loan Agreement   -   -   5%  August 2020
The First September 2020 Loan Agreement   20,249   -   12.5%  March 2021
The Second September 2020 Loan Agreement   16,705   -   7%  September 2020
    1,391,886   660,000        
Less: Debt Discount   -   -        
Less: Debt Issuance Costs   -   -        
    1,391,886   660,000        
Less: Current Debt   (990,122)           
Total Long-Term Debt  $401,764 $         
v3.20.2
Convertible Note Payable (Tables)
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
  Outstanding Principal
as of		              Warrants granted 
   September 30,
2020		   December 31,
2019		   Interest
Rate		   Conversion
Price		  

Maturity

Date

  Quantity   Exercise
Price		 
The February 2018 Convertible Note Offering                -    75,000    15%   12.00(*)  January – February 2020   84,639    12.00 
The March 2018 Convertible Note Offering   -    75,000    14%   12.00(*)  March – April 2020   80,114    12.00 
The February 2019 Convertible Note Offering   -    2,311,703    10%   15.00(*)  February – March 2020   44,396    18.00 
The November 2019 Convertible Note Offering   -    559,433    12%   13.50(*)  May – June 2020   -    - 
The First January 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  July – August 2020   -    - 
The First February 2020 convertible Loan Agreement   -    -    10%  $12.00(*)  August 2020   -    - 
The Second February 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  February 2021   6,666    15.00 
The Third February 2020 convertible Loan Agreement   -    -    12%  $13.50(*)  February 2021   41,665    15.00 
The April 2020 Convertible Note Offering   -    -    12%  $13.50(*)  October 2020   -    - 
The June 2020 Convertible Loan Agreement   -    -    12%  $ -(*)  June 2021   49,603    11.55 
The First July 2020 convertible Loan Agreement   -    -    10%  $ -(*)  June 2021   -    - 
The Second July 2020 convertible Loan Agreement   -    -    12%  $ -(*)  July 2021   6,667    12 
The July 2020 Convertible Note Offering   -    -    10%  $ 12.75(*)  January – March 2021   30,589    12.75 
The August 2020 convertible Loan Agreement             10%  $ -(*)  August 2021   -    - 
The September 2020 convertible Loan Agreement   385,000    -    12%  $ -(*)  September 2021   85,555    5 
    385,000    3,021,136                        
Less: Debt Discount   (181,347)   (124,096)                       
Less: Debt Issuance Costs   (29,184)   (614)                       
    174,469    2,896,425                        
Less: Current Debt   (174,469)   (2,896,425)                       
Total Long-Term Debt  $-   $-                       

 

(*)As subject to adjustment as further outlined in the notes
v3.20.2
Related Party (Tables)
 9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party

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

   Outstanding Principal as of           Warrants granted 
   September 30,
2020		   December 31,
2019		   Interest
Rate		   Maturity
Date		   Quantity   Exercise
Price		 
The June 2018 Frommer Loan Agreement   -    10,000    6%   August 17, 2018     500    12.00 
The July 2018 Schiller Loan Agreements   -    20,863    6%   August 17, 2018     2,500    12.00 
The June 2019 Loan Agreement   -    4,825,000    12.5%   December 3, 2019     -    - 
The December 2019 Gravitas Loan Agreement   -    300,000    6.7%   March 1, 2020     -    - 
The January 2020 Rosen Loan Agreement   -    -    -    February 2020     -    - 
The February 2020 Banner Loan Agreement   -    -    -    February 2020     49    18.00 
The February 2020 Frommer Loan Agreement   -    -    -    February 2020     15    18.00 
The September 2020 Rosen Loan Agreement   3,295    -    7%   September 2022    -    - 
    3,295    5,155,863                     
Less: Debt Discount   -    -                     
Less: Debt Issuance Costs   -    (26,521)                    
    3,295    5,129,342                     
Less: Current Debt   (3,295)   (5,129,342)                    
   $-   $-                     
v3.20.2
Stockholders' Deficit (Tables)
 9 Months Ended
Sep. 30, 2020
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity
   Options   Weighted
Average
Exercise
Price		  

Weighted

Average

Remaining
Contractual
Life

(in years)

 
Balance – December 31, 2019 – outstanding   303,825    24.48    2.51 
Granted   391,853    8.55    5.67 
Exercised   -    -    - 
Cancelled/Modified   (152,991)   25.28    - 
Balance – September 30, 2020 – outstanding and exercisable   542,687    12.75    4.53 
Schedule of assumptions used for warrants granted
   September 30,
2020		   September 30,
2019		 
Exercise price  $8.55   $6.00 
Expected dividends   0%   0%
Expected volatility   229.95%   78.5% - 114.13%
Risk free interest rate   0.25%   1% - 3%
Expected life of option   5.67 years    4 – 5 years 
Schedule of outstanding and exercisable
Option Outstanding   Option Exercisable 
Exercise price   Number Outstanding   Weighted
Average
Remaining
Contractual
Life (in years)		   Weighted
Average
Exercise
Price		   Number Exercisable   Weighted
Average
Remaining Contractual
Life (in years)		 
$12.75    542,687    4.53    23.67    150,834    1.99 
Warrant [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity
    September 30,  
2020 		    September 30,
2019   		 
Exercise price   $ 4.50 - 18.00     $ 12.00 - 18.00  
Expected dividends     0 %     0 %
Expected volatility     234.03% - 247 %      78.5%-114.13 %
Risk free interest rate     0.21% - 1.63 %      1-3 %
Expected life of warrant     5 years        4 – 5 years  
Schedule of assumptions used for warrants granted

   Warrants   Weighted
Average
Exercise
Price		   Aggregate
Intrinsic
Value		 
             
Outstanding and Exercisable – December 31, 2019   247,403   $15.75           - 
Granted   2,845,163    4.91      
Exercised   -    -      
Forfeited/Cancelled   (33,526)   12.40      
Outstanding – September 30, 2020   3,059,040    5.44    - 
Exercisable – September 30, 2020   2,923,882    5.36    - 

 
Schedule of outstanding and exercisable

Warrants Outstanding   Warrants Exercisable 
Exercise price   Number
Outstanding		   Weighted
Average
Remaining
Contractual
Life
(in years)		  Weighted
Average
Exercise Price		   Number
Exercisable		   Weighted
Average
Exercise Price		 
$5.44    3,059,040   4.76   5.36    2,923,882    4.75 

 
v3.20.2
Commitments and Contingencies (Tables)
 9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Schedule of lease expense
   Nine Months
Ended
September 30,
2020		 
Operating lease cost  $53,869 
Short term lease cost   12,128 
Total net lease cost  $65,997
Schedule of supplemental cash flow and other information related to leases
   Nine Months
Ended
September 30,
2020		 
Cash paid for amounts included in the measurement of lease liabilities:    
Operating lease payments   78,276 
      
Weighted average remaining lease term (in years):   2.8 
      
Weighted average discount rate:   13%
Schedule of future minimum lease payments
Twelve Months Ending December 31,      
2020   $ 107,955  
2021     112,942  
2022     82,453  
2023     -  
Total   $ 303,350  
v3.20.2
Organization and Operations (Details) - shares
 9 Months Ended
Feb. 05, 2016
Sep. 30, 2019
Sep. 11, 2019
Seller Choice LLC [Member]      
Organization and Operations (Textual)      
Acquired percentage     100.00%
Kent Campbell [Member]      
Organization and Operations (Textual)      
Cancelled of common stock 39,091    
Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash    
Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash    
Parent Company [Member] | Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 33,415    
Parent Company [Member] | Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 8,064    
Great Plains Holdings Inc [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 475,000    
v3.20.2
Significant and Critical Accounting Policies and Practices (Details)
 9 Months Ended
Sep. 30, 2020
Jerrick Ventures LLC [Member]  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Abacus Tech Pty Ltd [Member]  
Name of combined affiliate Abacus Tech Pty Ltd
State or other jurisdiction of incorporation or organization Australia
Company ownership interest 100.00%
Seller's Choice, LLC [Member]  
Name of combined affiliate Seller's Choice, LLC
State or other jurisdiction of incorporation or organization New Jersey
Company ownership interest 100.00%
Jerrick Global, LLC [Member]  
Name of combined affiliate Jerrick Global, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Investment Advisors LLC [Member]  
Name of combined affiliate Jerrick Investment Advisors LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Partners LLC [Member]  
Name of combined affiliate Jerrick Partners LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Maven Tech LLC [Member]  
Name of combined affiliate Maven Tech LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
OG Collection LLC [Member]  
Name of combined affiliate OG Collection LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
VMENA LLC [Member]  
Name of combined affiliate VMENA LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal For Brands, LLC [Member]  
Name of combined affiliate Vocal For Brands, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal Ventures LLC [Member]  
Name of combined affiliate Vocal Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
What to Buy, LLC [Member]  
Name of combined affiliate What to Buy, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 1) - USD ($)
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Assets:    
Marketable securities - debt securities $ 200,000  
Marketable securities - equity securities  
Total assets 200,000
Fair Value, Inputs, Level 1 [Member]    
Assets:    
Marketable securities - debt securities  
Marketable securities - equity securities  
Total assets  
Fair Value, Inputs, Level 2 [Member]    
Assets:    
Marketable securities - debt securities  
Marketable securities - equity securities  
Total assets  
Fair Value, Inputs, Level 3 [Member]    
Assets:    
Marketable securities - debt securities 200,000  
Marketable securities - equity securities  
Total assets 200,000  
Marketable securities - debt securities, cost 200,000  
Marketable securities - debt securities, unrealized gains (loss)  
Marketable securities - debt securities, fair value $ 200,000  
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 2)
 9 Months Ended
Sep. 30, 2020
Furniture and fixtures [Member]  
Property and Equipment, Estimated Useful Life (Years) 5 years
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 3) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Accounting Policies [Abstract]    
Beginning of period $ 176,325
Purchase of marketable securities 71,989 238,272
Loss on trading securities (17,495) (7,453)
Sale of marketable securities (30,819) (30,819)
September 30, 2020 $ 200,000 $ 200,000
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 4) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue $ 424,814 $ 91,386 $ 1,040,496 $ 132,901
Branded content [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 165,500 35,464 290,228 57,885
Managed Services [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 183,648 54,767 566,005 60,937
Creator Subscriptions [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 66,198 157,132
Affiliate sales [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 8,400 1,155 24,744 6,816
Other revenue [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue $ 1,068 $ 2,387 $ 7,263
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 5) - shares
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 3,601,727 746,286
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 1,770
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 188,265
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 542,687 294,167
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 3,059,040 262,084
v3.20.2
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Significant and Critical Accounting Policies and Practices (Textual)        
Description of investments   Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of September 30, 2020, all of our investments had maturities between one and two years.    
Deposits of investment $ 175,000 $ 175,000    
Deferred revenue 37,421 37,421   $ 50,691
Included in other expenses   $ 7,453 $ 0  
Liquid investments purchase maturity, description   Liquid investments with a maturity of three months or less.    
Payment related percentage, description   The client pays 50% at signing and 50% upon completion.    
Managed services, description   Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month.    
Marketable equity securities 0 $ 0    
Reserve doubtful accounts   52,849    
Allowance for doubtful accounts   82,349 $ 33,503
Unrealized holding gain (loss) on debt securities   0 $ 0  
Revenue related party $ 100,000 $ 100,000    
Subscription [Member]        
Significant and Critical Accounting Policies and Practices (Textual)        
Payment related percentage, description   Vocal+ is a premium subscription offering for Vocal creators.  In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.    
Warrants [Member] | Maximum [Member]        
Significant and Critical Accounting Policies and Practices (Textual)        
Fixed fees ranging   $ 75,000    
Affiliate sales percentage   20.00%    
Warrants [Member] | Minimum [Member]        
Significant and Critical Accounting Policies and Practices (Textual)        
Fixed fees ranging   $ 5,000    
Affiliate sales percentage   2.00%    
v3.20.2
Going Concern (Details)
 9 Months Ended
Sep. 30, 2020
USD ($)
Going Concern (Textual)  
Accumulated deficit net loss $ 65,300,000
Net loss 20,700,000
Net cash used in operating activities $ 5,000,000
v3.20.2
Acquisition of Seller’s Choice (Details) - Seller's Choice, LLC. [Member]
Sep. 11, 2019
USD ($)
shares
Cash paid $ 340,000
Common stock issued at closing 1,166,669 [1]
Note payable 660,000
Total consideration paid 2,166,669
Total consideration $ 2,166,669
Common stock to be issued at closing, shares | shares 111,111
[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.
v3.20.2
Acquisition of Seller’s Choice (Details 1) - Seller's Choice, LLC. [Member]
 9 Months Ended
Sep. 30, 2019
USD ($)
$ / shares
shares
Revenues, net $ 801,416
Net loss attributable to common shareholders $ (5,438,813)
Net loss per share | $ / shares $ (2.07)
Weighted average number of shares outstanding | shares 2,633,406
v3.20.2
Acquisition of Seller’s Choice (Details Textual) - Seller's Choice, LLC. [Member]
Sep. 11, 2019
USD ($)
$ / shares
shares
Common stock | shares 111,111
Cash $ 340,000
Promissory note in principal amount $ 660,000
Promissory note bearing interest rate 100.00%
Merger transaction share price | $ / shares $ 10.50
v3.20.2
Notes Payable (Details) - USD ($)
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 990,122 $ 660,000
Less: Debt Issuance Costs (26,521)
Total Long-Term Debt 401,764  
Notes Payable [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal 1,391,886 660,000
Less: Debt Discount
Less: Debt Issuance Costs
Less: Current Debt (990,122)  
Total Long-Term Debt $ 1,391,886 660,000
Notes Payable [Member] | The First January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 6.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Second January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 5.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Third January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 10.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Fourth January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 7.00%  
Interest and principal both due date Feb. 29, 2020  
Notes Payable [Member] | The February 2020 Loan agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 5.00%  
Interest and principal both due date Mar. 31, 2020  
Notes Payable [Member] | The First March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 25.00%  
Interest and principal both due date Sep. 30, 2020  
Notes Payable [Member] | The Second March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 19.00%  
Interest and principal both due date Sep. 30, 2021  
Notes Payable [Member] | The April 2020 PPP Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 412,500
Interest Rate 1.00%  
Interest and principal both due date Apr. 30, 2022  
Notes Payable [Member] | The May 2020 PPP Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 282,432
Interest Rate 1.00%  
Interest and principal both due date May 31, 2022  
Notes Payable [Member] | The June 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 15.00%  
Interest and principal both due date Jul. 31, 2020  
Notes Payable [Member] | The July 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal
Interest Rate 5.00%  
Interest and principal both due date Aug. 31, 2020  
Notes Payable [Member] | The First September 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 20,249
Interest Rate 12.50%  
Interest and principal both due date Mar. 31, 2021  
Notes Payable [Member] | The Second September 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 16,705
Interest Rate 7.00%  
Interest and principal both due date Sep. 30, 2020  
Notes Payable [Member] | Seller's Choice Note [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 660,000 $ 660,000
Interest Rate 30.00%  
Interest and principal both due date Sep. 30, 2020  
v3.20.2
Notes Payable (Details Textual)
 1 Months Ended 9 Months Ended
Jan. 22, 2020
shares
Jan. 14, 2020
USD ($)
$ / shares
shares
Sep. 11, 2019
USD ($)
Jul. 30, 2020
USD ($)
shares
Feb. 25, 2020
USD ($)
$ / shares
shares
Sep. 30, 2020
USD ($)
$ / shares
Sep. 30, 2020
AUD ($)
Sep. 30, 2019
USD ($)
Sep. 15, 2020
USD ($)
Sep. 02, 2020
USD ($)
Jun. 30, 2020
USD ($)
May 04, 2020
USD ($)
Apr. 30, 2020
USD ($)
Mar. 26, 2020
USD ($)
Mar. 23, 2020
USD ($)
Jan. 23, 2020
AUD ($)
shares
Jan. 21, 2020
USD ($)
$ / shares
Jan. 03, 2020
USD ($)
shares
Notes Payable (Textual)                                    
Repaid principal           $ 447,024   $ 50,000                    
Seller's Choice Purchase Agreement [Member]                                    
Notes Payable (Textual)                                    
Maturity date     Mar. 11, 2020                              
Interest Rate     9.50%                              
Aggregate principal amount     $ 660,000                              
Notes conversion, description     Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding.                              
Unpaid interest     $ 68,970                              
Accrued interest     $ 104,578                              
The Second January 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note   $ 10,000                                
Interest Rate   5.00%                                
Warrants purchase of common stock | shares   50                                
Exercisable price | $ / shares   $ 18.00                                
Warrant term   5 years                                
Notes conversion, description           The maturity date of the Second January 2020 Note was January 24, 2020 (the "Second January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due. 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.                      
Principal payments           $ 10,000                        
Unpaid interest           $ 500                        
Warrant grant date fair value | shares   50                                
Conversion price per share | $ / shares           $ 18.00                        
Debt discount   $ 580                                
The First January 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                                   $ 250,000
Interest Rate                                   6.00%
Lender issued common stock | shares                                   1,333
Notes conversion, description           The maturity date of the First January 2020 Note was January 15, 2020 (the “First January 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due. 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.                      
Converted principal amount           $ 250,000                        
The Third January 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                                 $ 15,000  
Interest Rate                                 10.00%  
Warrants purchase of common stock | shares 75                                  
Exercisable price | $ / shares                                 $ 18.00  
Warrant term 5 years                                  
Notes conversion, description           The maturity date of the Third January 2020 Note was January 29, 2020 (the "Third January 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due. 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.                      
Principal payments           $ 15,000                        
Unpaid interest           $ 1,500                        
Warrant grant date fair value | shares 75                                  
Debt discount                                 $ 892  
The February 2020 Loan agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note         $ 15,000                          
Interest Rate         5.00%                          
Warrants purchase of common stock | shares         75                          
Exercisable price | $ / shares         $ 18.00                          
Warrant term         5 years                          
Notes conversion, description           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. 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.                      
Principal payments           $ 15,000                        
Unpaid interest           $ 750                        
Warrant grant date fair value | shares         75                          
Debt discount         $ 801                          
The Fourth January 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                               $ 135,000    
Interest Rate                               7.00%    
Lender issued common stock | shares                               750    
Notes conversion, description           The maturity date of the Fourth January 2020 Note was February 23, 2020 (the "Fourth January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due. The 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.                      
Converted principal amount           $ 135,000                        
The First March 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                             $ 11,000      
Interest Rate                             25.00%      
Notes conversion, description           The maturity date of the First March 2020 Note was September 23, 2020 (the "First March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due. 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.                      
Repaid principal           $ 11,000                        
Accrued interest           $ 2,695                        
The Second March 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                           $ 17,000        
Interest Rate                           19.00%        
Notes conversion, description           The maturity date of the Second March 2020 Note was September 17, 2020 (the "Second March 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due. 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.                      
Repaid principal           $ 17,000                        
Accrued interest           $ 1,398                        
The April 2020 PPP Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Interest Rate                         1.00%          
Notes conversion, description           The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020.                      
Accrued interest           $ 1,684                        
Principal amount                         $ 282,432          
The May 2020 PPP Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Interest Rate                       1.00%            
Notes conversion, description           The Loan, which was in the form of a Note dated May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020. The Loan, which was in the form of a Note dated May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020.                      
Accrued interest           $ 1,184                        
Principal amount                       $ 412,500            
The June 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                     $ 351,692              
Interest Rate                     15.00%              
Notes conversion, description           The maturity date of the June 2020 Note was July 31, 2020 (the "June 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency. 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.                      
The June 2020 Loan Agreement [Member] | AUD [Member]                                    
Notes Payable (Textual)                                    
Promissory note                     $ 510,649              
Repaid principal             $ 510,649                      
Accrued interest             $ 14,814                      
The July 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note       $ 5,000                            
Interest Rate       5.00%                            
Warrants purchase of common stock | shares       25                            
Warrant term       5 years                            
Notes conversion, description           The maturity date of the July 2020 Note was August 06, 2020 (the "July 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2020 Note were due. 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.                      
Repaid principal           $ 5,000                        
Warrant grant date fair value | shares       25                            
Debt discount       $ 316                            
Accrued interest           $ 250                        
The First September 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                   $ 25,000                
Interest Rate                   12.50%                
Notes conversion, description           The maturity date of the First September 2020 Note is March 1, 2021 (the "First September 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First September 2020 Note are due. The maturity date of the First September 2020 Note is March 1, 2021 (the "First September 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First September 2020 Note are due.                      
Repaid principal           $ 4,752                        
Accrued interest           $ 0                        
The Second September 2020 Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                 $ 16,705                  
Interest Rate                 7.00%                  
Notes conversion, description           The maturity date of the Second September 2020 Note is September 15, 2022 (the "Second September 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second September 2020 Note are due. The maturity date of the Second September 2020 Note is September 15, 2022 (the "Second September 2020 Maturity Date"), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second September 2020 Note are due.                      
Accrued interest           $ 48                        
v3.20.2
Convertible Note Payable (Details) - USD ($)
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Short-term Debt [Line Items]    
Outstanding Principal $ 385,000 $ 3,021,136
Less: Debt Discount (181,347) (124,096)
Less: Debt Issuance Costs (29,184) (614)
Total 174,469 2,896,425
Less: Current Debt (174,469) (2,896,425)
Total Long-Term Debt
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 75,000
Interest Rate 15.00%  
Conversion Price [1] $ 12.00  
Warrants granted, Quantity 84,639  
Warrants granted, Exercise Price 12.00  
The February 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2020  
The February 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 75,000
Interest Rate 14.00%  
Conversion Price [1] $ 12.00  
Warrants granted, Quantity 80,114  
Warrants granted, Exercise Price 12.00  
The March 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The March 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Apr. 30, 2020  
The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 2,311,703
Interest Rate 10.00%  
Conversion Price [1] $ 15.00  
Warrants granted, Quantity 44,396  
Warrants granted, Exercise Price 18.00  
The February 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The February 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The November 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal 559,433
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The November 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date May 31, 2020  
The November 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jun. 30, 2020  
The First January 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The First January 2020 convertible Loan Agreement [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jul. 31, 2020  
The First January 2020 convertible Loan Agreement [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Aug. 31, 2020  
The First February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1] $ 12.00  
Maturity Date Aug. 31, 2020  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The Second February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Feb. 28, 2021  
Warrants granted, Quantity 6,666  
Warrants granted, Exercise Price 15.00  
The Third February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Feb. 28, 2021  
Warrants granted, Quantity 41,665  
Warrants granted, Exercise Price 15.00  
The April 2020 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1] $ 13.50  
Maturity Date Oct. 31, 2020  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The June 2020 Convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Jun. 30, 2021  
Warrants granted, Quantity 49,603  
Warrants granted, Exercise Price 11.55  
The First July 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1]  
Maturity Date Jun. 30, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The Second July 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Jul. 31, 2021  
Warrants granted, Quantity 6,667  
Warrants granted, Exercise Price 12  
The July 2020 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1] $ 12.75  
Warrants granted, Quantity 30,589  
Warrants granted, Exercise Price 12.75  
The July 2020 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2021  
The July 2020 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2021  
The August 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal
Interest Rate 10.00%  
Conversion Price [1]  
Maturity Date Aug. 31, 2021  
Warrants granted, Quantity  
Warrants granted, Exercise Price  
The September 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 385,000
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Sep. 30, 2021  
Warrants granted, Quantity 85,555  
Warrants granted, Exercise Price 5  
[1] As subject to adjustment as further outlined in the notes
v3.20.2
Convertible Note Payable (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jul. 02, 2020
Jun. 19, 2020
Jul. 17, 2020
Apr. 30, 2020
Feb. 25, 2020
Feb. 11, 2020
Feb. 28, 2018
Sep. 30, 2020
Sep. 30, 2019
Mar. 31, 2018
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2018
Sep. 23, 2020
Dec. 31, 2019
Convertible Note Payable (Textual)                              
Received proceeds                     $ 1,396,649      
Debt issuance costs                         $ 26,521
Repaid principal                     447,024 50,000      
Loss on debt extinguishment               (88,734) $ (2,022)   (623,774) (83,171)      
The November 2019 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Convertible note               $ 479,500     479,500        
Converted principal amount                     $ 559,433        
Converted into stock per share               $ 0.001     $ 0.001        
Fixed conversion price per share               $ 13.50     $ 13.50        
Debt discount               $ 84,377     $ 84,377        
Debt issuance costs               $ 79,933     $ 79,933        
Exercise price               $ 13.50     $ 13.50        
Offering discount percentage                     10.00%        
Beneficial conversion feature                     $ 4,444        
Accounts Payable into offering                     318,678        
The February 2019 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                       $ 1,963,567      
Note accrues interest rate                 33.00%     33.00%      
Converted into stock per share                 $ 0.001     $ 0.001      
Fixed conversion price per share                 $ 15.00     $ 15.00      
Debt discount                 $ 222,632     $ 222,632      
Debt issuance costs                 $ 1,993,025     $ 1,993,025      
Issuance of warrants                       44,396      
Exercise price                 $ 18.00     $ 18.00      
Bridge loans                 $ 1,500,000     $ 1,500,000      
Offering discount percentage                       10.00%      
Repaid principal                       $ 348,136      
Repaid of interest                       $ 0      
The February 2019 Convertible Note Offering [Member] | Warrants Issued to Investors [Member]                              
Convertible Note Payable (Textual)                              
Issuance of warrants                       44,396      
The March 2018 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                     50,000   $ 886,367    
Debt discount               $ 254,788     254,788        
Debt issuance costs                   $ 770,000          
Issuance of warrants                   15,947          
Interest amount of convertible notes                   $ 767          
Fair value derivative liability                   84,087          
Secured debt                   $ 50,000          
Convertible secured promissory note, description                   A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $12.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $12.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.          
Repaid principal                     25,000        
Repaid of interest                     $ 9,364        
The March 2018 Convertible Note Offering [Member] | Warrants Issued to Investors [Member]                              
Convertible Note Payable (Textual)                              
Issuance of warrants                     80,114        
The February 2018 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                     $ 75,000   $ 940,675    
Debt issuance costs               316,875   $ 725,000 $ 316,875        
Issuance of warrants                   24,223 60,416        
Interest amount of convertible notes                   $ 40,675          
Placement fees                     $ 94,250        
Convertible redeemable debentures, percentage                     10.00%        
Fair value derivative liability                   181,139          
Secured debt                   $ 250,000          
Conversion shares                     6,041        
Conversion shares fair value                     $ 74,881        
Unpaid principal interest               781     781        
The January 2020 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Convertible note               $ 87,473     $ 87,473        
Note accrues interest rate               12.00%     12.00%        
Converted into stock per share               $ 13.50     $ 13.50        
Debt discount               $ 12,473     $ 12,473        
Exercise price               $ 4.50     $ 4.50        
Principal amount of convertible notes               $ 1,500,000     $ 1,500,000        
Maturity date, description                     The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.        
Common Stock, No Par Value               $ 0.001     $ 0.001        
Unpaid principal interest               $ 8,275     $ 8,275        
The First February 2020 convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Note accrues interest rate               10.00%     10.00%        
Interest and principal both due date                     Aug. 31, 2020        
Converted into stock per share [1]               $ 12.00     $ 12.00        
Repayment of principal                     $ 158,065        
Debt discount               $ 8,000     $ 8,000        
Exercise price               $ 4.00     $ 4.00        
Principal amount of convertible notes               $ 1,500,000     $ 1,500,000        
Maturity date, description                     The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied.        
Common Stock, No Par Value               $ 0.001     $ 0.001        
Unpaid principal interest               $ 0     $ 0        
The Second February 2020 convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                     $ 125,000        
Note accrues interest rate               12.00%     12.00%        
Interest and principal both due date                     Feb. 28, 2021        
Converted into stock per share [1]               $ 13.50     $ 13.50        
Repayment of principal                     $ 175,000        
Debt discount               $ 33,340     33,340        
Issuance of warrants           6,666                  
Exercise price           $ 15.00                  
Principal amount of convertible notes               $ 1,500,000     $ 1,500,000        
Maturity date, description                     The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.        
Common Stock, No Par Value               $ 0.001     $ 0.001        
Unpaid principal interest               $ 0     $ 0        
The Third February 2020 convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Convertible note         $ 385,000                    
Converted principal amount         $ 1,500,000                    
Note accrues interest rate         12.00%                    
Interest and principal both due date                     Feb. 28, 2021        
Converted into stock per share [1]               $ 13.50     $ 13.50        
Received proceeds                     $ 864,950        
Debt discount               $ 160,714     $ 160,714        
Maturity date, description                     The Third February 2020 mature on the first (12th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.        
Common Stock, No Par Value               $ 0.001     $ 0.001        
Loss on debt extinguishment                     $ 535,041        
Description of debt instrument                     In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.        
Unpaid principal interest               $ 100,603     $ 100,603        
The February 2018 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted into stock per share [1]               $ 12.00     $ 12.00        
Convertible secured promissory note, description             A maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.                
The April 2020 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount       $ 350,010                      
Note accrues interest rate               12.00%     12.00%        
Converted into stock per share               $ 13.50     $ 13.50        
Received proceeds                     $ 350,010        
Debt discount               $ 50,010     $ 50,010        
Maturity date, description                     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.        
Common Stock, No Par Value               $ 0.001     $ 0.001        
Unpaid principal interest               $ 16,916     $ 16,916        
The June 2020 Convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                     59,200        
Note accrues interest rate   12.00%                          
Repayment of principal                     490,800        
Debt discount   $ 67,500           274,578     $ 274,578        
Issuance of warrants   49,603                 49,603        
Exercise price   $ 11.55                          
Principal amount of convertible notes   $ 550,000                          
Conversion shares                     5,424        
Debt discount description   The Company recorded a $274,578 debt discount relating to 49,603 warrants and 5,424 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                          
Maturity date, description   The June 2020 Note matures on the first (12th) month anniversary of its issuance date.                          
Common Stock, No Par Value   $ 0.001                          
Description of debt instrument                     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.        
Unpaid principal interest               $ 16,944     $ 16,944        
The September 2020 Convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Note accrues interest rate               12.00%     12.00%        
Interest and principal both due date                     Sep. 23, 2021        
Debt discount               $ 146,393     $ 146,393        
Debt issuance costs               68,255     $ 68,255        
Principal amount of convertible notes                           $ 385,000  
Warrants purchase of common stock                     85,555        
Maturity date, description                     Upon default the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“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 First July 2020 Convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Note accrues interest rate 10.00%                            
Interest and principal both due date Jun. 29, 2021                            
Principal amount of convertible notes $ 68,000                            
Maturity date, description                     Upon default the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.        
Repaid principal                     $ 68,000        
Unpaid principal interest               3,329     3,329        
The Second July 2020 Convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Note accrues interest rate     12.00%                        
Interest and principal both due date     Jul. 17, 2021                        
Repayment of principal     $ 250,000                        
Debt discount               71,329     71,329        
Debt issuance costs               $ 46,750     $ 46,750        
Warrants purchase of common stock                     6,667        
Maturity date, description                     Upon default the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.        
Repaid principal                     $ 250,000        
Common Stock, No Par Value               $ .001     $ .001        
Unpaid principal interest               $ 0     $ 0        
The July 2020 Convertible Note Offering [Member]                              
Convertible Note Payable (Textual)                              
Converted principal amount                     $ 390,000        
Fixed conversion price per share               $ 12.75     $ 12.75        
Debt discount               $ 158,078     $ 158,078        
Debt issuance costs               38,215     $ 38,215        
Debt discount description                     The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.        
Maturity date, description                     Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.        
Unpaid principal interest               $ 3,436     $ 3,436        
The August 2020 Convertible Loan Agreement [Member]                              
Convertible Note Payable (Textual)                              
Note accrues interest rate               12.00%     12.00%        
Interest and principal both due date                     Aug. 17, 2021        
Debt issuance costs               $ 3,000     $ 3,000        
Principal amount of convertible notes               68,000     $ 68,000        
Maturity date, description                     Upon default the August 2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.        
Repaid principal                     $ 68,000        
Unpaid principal interest               $ 0     $ 0        
[1] As subject to adjustment as further outlined in the notes
v3.20.2
Related Party (Details) - USD ($)
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,400
Less: Debt Discount (13)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 20,387
Less: Current Debt (20,387)
Total Long-Term Debt
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross   400
Interest Rate 14.00%  
Warrants, Quantity 80,114  
The February 2019 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross 20,000
Interest Rate 10.00%  
Maturity Date May 2020  
Warrants, Quantity 440  
Warrants, Exercise Price 18.00  
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross  
Interest Rate 14.00%  
Maturity Date April 2020  
Warrants, Quantity 19,950  
Warrants, Exercise Price 12.00  
The July 2020 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross
Interest Rate 10.00%  
Maturity Date January 2020  
Warrants, Quantity 3,922  
Warrants, Exercise Price 12.75  
v3.20.2
Related Party (Details 1) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 3,295 $ 5,155,863
Less: Debt Discount
Less: Debt Issuance Costs (26,521)
Notes payable 3,295 5,129,342
Less: Current Debt (3,295) (5,129,342)
Notes payable - related party, net
The June 2018 Frommer Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 10,000
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 500  
Warrants, Exercise Price $ 12.00  
The July 2018 Schiller Loan Agreements [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 20,863
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 2,500  
Warrants, Exercise Price $ 12.00  
The June 2019 Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 4,825,000
Interest Rate 12.50%  
Maturity Date Dec. 03, 2019  
Warrants, Quantity  
Warrants, Exercise Price  
The December 2019 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 300,000
Interest Rate 6.70%  
Maturity Date Mar. 01, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
The January 2020 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
The February 2020 Banner Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity 49  
Warrants, Exercise Price $ 18.00  
The February 2020 Frommer Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity 15  
Warrants, Exercise Price $ 18.00  
The September 2020 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 3,295
Interest Rate 7.00%  
Maturity Date Sep. 30, 2022  
Warrants, Quantity  
Warrants, Exercise Price  
v3.20.2
Related Party (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 09, 2020
Aug. 10, 2020
Jul. 06, 2020
Apr. 21, 2020
Apr. 09, 2020
Feb. 15, 2020
Feb. 02, 2020
Jan. 14, 2020
Sep. 16, 2019
Aug. 12, 2019
Jun. 13, 2019
Jun. 03, 2019
Nov. 08, 2018
Sep. 15, 2020
Mar. 27, 2020
Feb. 27, 2020
Feb. 19, 2020
Dec. 23, 2019
Dec. 17, 2019
Jul. 29, 2019
Jun. 29, 2019
Feb. 18, 2019
Jul. 17, 2018
Jun. 29, 2018
Mar. 31, 2018
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Oct. 10, 2019
Related Party Transaction [Line Items]                                                              
Repaid principal                                                     $ 447,024 $ 50,000      
September 2020 Equity Raise [Member]                                                              
Related Party Transaction [Line Items]                                                              
BCF and related debt discount                                                     $ 5,450,286        
Exercise price                                                   $ 4.50 $ 4.50        
The December 2019 Gravitas Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                   $ 300,000                          
Maturity date                                   The December 2019 Gravitas Note has a flat interest payment of $20,000.                          
Repaid principal                                                     $ 300,000        
Accrued interest                                                   $ 50,000 50,000        
The June 2019 Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                                     4,325,000        
Unpaid interest                                                     752,346        
Notes conversion, description                       The Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                                      
Secured term loan                                                             $ 4,825,000
Repaid principal                                                     500,000        
Loan agreement, description                               The Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $15.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering.                              
Accrued interest                                                   0 0        
First Amendment Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Loan agreement, description                                       The Company entered into the First Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                      
Second Amendment Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Loan agreement, description                   The Company entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                                          
Third Amendment Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Loan agreement, description                 The Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.                                            
The January 2020 Rosen Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Repayment of principal               $ 150,000                                              
Repaid principal                                                     150,000        
Repaid of interest                                                     15,273        
Accrued interest                                                   2,500 2,500        
The February 2020 Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Repayment of principal             $ 9,900                                                
Warrants issued to purchase shares             148                                                
Exercise price             $ 6.00                                                
Repaid principal                                                     9,900        
Repaid of interest                                                     495        
Related party made non-interest bearing loans             $ 495                                                
The February 2020 Frommer Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Repaid principal                                                     2,989        
Repaid of interest                                                     160        
Loan agreement, description                                 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").                            
Demand loan [Member]                                                              
Related Party Transaction [Line Items]                                                              
Repayment of principal       $ 100,000 $ 50,000           $ 100,000                               150,000        
Converted principal                                                     150,000        
Unpaid interest                                                     6,707        
Repaid principal                     $ 25,000                               75,000        
Related party made non-interest bearing loans $ 50,000 $ 40,000 $ 100,000                       $ 100,000       $ 150,000                        
Demand loan [Member] | September 2020 Equity Raise [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                                     100,000        
Unpaid interest                                                     6,707        
The February Banner 2020 Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Repayment of principal           $ 9,900                                                  
Maturity date           The February 2020 Note bears interest at a rate of $495.                                                  
Repaid principal           $ 9,900                                                  
Repaid of interest           $ 495                                                  
Loan agreement, description           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.                                                  
The September 2020 Rosen Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Loan agreement, description                           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 Second September 2020 Note are due. The September 2020 Rosen Loan is secured by the tangible and intangible property of the Company.                                  
Accrued interest                                                   9 9        
June 2018 Frommer Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                                     10,000        
Fair value of warrants                         $ 4,645                                    
Maturity date                                         The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.                  
Promissory note                                               $ 10,000              
Warrant term                                               4 years              
Warrants issued to purchase shares                                           692   681              
Exercise price                                           $ 18.00   $ 18.00              
Interest rate                                               6.00%              
Interest and principal both due date                         Mar. 07, 2019               Aug. 17, 2018                    
Purchase price per share                                               $ 4.00              
Accrued interest                                                   2,748 2,748        
The March 2018 Convertible Note Offering [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                                     400        
Unpaid interest                                                     70        
The March 2018 Convertible Note Offering [Member] | Investors [Member]                                                              
Related Party Transaction [Line Items]                                                              
Gross proceeds                                                           $ 239,400  
Convertible note                                                 $ 900,000         239,000  
Unpaid interest                                                           $ 15,401  
Issuance of warrants                                                 19,950            
Fair value of warrants                                                 $ 300,000            
Convertible secured promissory note, description                                                 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.            
Maturity date                                                 The Notes mature on the second (2nd) anniversary of their issuance dates.            
Debt discount                                                 $ 84,854            
The February 2019 Convertible Note Offering [Member]                                                              
Related Party Transaction [Line Items]                                                              
Converted principal                                                     20,000        
Unpaid interest                                                     3,065        
Accrued interest                                                   1,000 1,000        
The February 2019 Convertible Note Offering [Member] | Investors [Member]                                                              
Related Party Transaction [Line Items]                                                              
Gross proceeds                                                       $ 20,000      
Converted principal                                                         $ 20,000    
Issuance of warrants                                                         1,320    
Convertible secured promissory note, description                                                         The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 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 $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 1,320 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.    
Debt discount                                                         $ 2,465    
Warrants issued to purchase shares                                                       1,440      
The July 2018 Schiller Loan Agreement [Member]                                                              
Related Party Transaction [Line Items]                                                              
Convertible note                                                   $ 25,000 25,000        
Converted principal                                                     20,863   $ 4,137    
Unpaid interest                                                     $ 3,216        
Issuance of warrants                                                     1,250        
Convertible secured promissory note, description                                             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.                
Exercise price                                                   $ 12.00 $ 12.00        
Officer compensation [Member]                                                              
Related Party Transaction [Line Items]                                                              
Living expenses                                                     $ 25,500        
July Convertible Note Offering [Member]                                                              
Related Party Transaction [Line Items]                                                              
Gross proceeds                                                   $ 50,000          
Convertible note                                                   3,922 $ 3,922        
Converted principal                                                   50,000          
Unpaid interest                                                   $ 630          
Conversion price per share                                                   $ 12.75 $ 12.75        
Maturity date                                                   The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.          
Debt discount                                                   $ 21,577 $ 21,577        
BCF and related debt discount                                                   $ 9,812          
LOC bears interest rate                                                   12.00%          
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.          
v3.20.2
Stockholders' Deficit (Details) - $ / shares
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 12.75  
Stock Option [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 8.55 $ 6.00
Expected dividends 0.00% 0.00%
Expected volatility 229.95%  
Risk free interest rate 0.25%  
Expected life of option 5 years 8 months 2 days  
Stock Option [Member] | Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected volatility   78.50%
Risk free interest rate   1.00%
Expected life of option   4 years
Stock Option [Member] | Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected volatility   114.13%
Risk free interest rate   3.00%
Expected life of option   5 years
v3.20.2
Stockholders' Deficit (Details 1) - $ / shares
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Outstanding Begining 542,687 542,687  
Outstanding Ending 542,687    
Options, Exercisable   150,834  
Stock Option [Member]      
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Outstanding Begining 542,687 542,687 303,825
Options, Granted 391,853    
Options, Exercised    
Options, Cancelled/Modified (152,991)    
Outstanding Ending 542,687    
Weighted Average Exercise Price, Outstanding $ 24.48    
Weighted Average Exercise Price, Granted 8.55    
Weighted Average Exercise Price, Exercised    
Weighted Average Exercise Price Cancelled/Modified 25.28    
Weighted Average Exercise Price, Outstanding $ 12.75    
Weighted Average Remaining Contractual Life (in years), Outstanding 2 years 6 months 3 days    
Weighted Average Remaining Contractual Life (in years), Granted 5 years 8 months 2 days    
Weighted Average Remaining Contractual Life (in years), Outstanding 4 years 6 months 10 days    
v3.20.2
Stockholders' Deficit (Details 2)
 9 Months Ended
Sep. 30, 2020
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Option Outstanding, Exercise price | $ / shares $ 12.75
Option Outstanding, Number Outstanding | shares 542,687
Option Exercisable, Weighted Average Exercise Price | $ / shares $ 23.67
Option Exercisable, Number Exercisable | shares 150,834
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Option Outstanding, Weighted Average Remaining Contractual Life (in years) 4 years 6 months 10 days
Option Outstanding, Weighted Average Remaining Contractual Life (in years) 1 year 11 months 26 days
v3.20.2
Stockholders' Deficit (Details 3) - $ / shares
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 12.75  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 5.44  
Expected dividends 0.00% 0.00%
Expected life of warrant 5 years  
Warrant [Member] | Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 4.50 $ 12.00
Expected volatility 234.03% 78.50%
Risk free interest rate 0.21% 1.00%
Expected life of warrant   4 years
Warrant [Member] | Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 18.00 $ 18.00
Expected volatility 247.00% 114.13%
Risk free interest rate 1.63% 3.00%
Expected life of warrant   5 years
v3.20.2
Stockholders' Deficit (Details 4) - USD ($)
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Outstanding and Exercisable – December 31, 2019 542,687  
Outstanding – September 30, 2020 542,687  
Exercisable – September 30, 2020 150,834  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Outstanding and Exercisable – December 31, 2019 247,403 247,403
Granted 2,845,163  
Exercised  
Forfeited/Cancelled (33,526)  
Outstanding – September 30, 2020 247,403 247,403
Exercisable – September 30, 2020 2,923,882  
Weighted Average Exercise Price, Outstanding $ 15.75  
Weighted Average Exercise Price, Granted 4.91  
Weighted Average Exercise Price, Exercised  
Weighted Average Exercise Price, Forfeited/Cancelled 12.40  
Weighted Average Exercise Price, Outstanding – September 30, 2020 5.44  
Weighted Average Exercise Price, Exercisable – September 30, 2020 $ 5.36  
Aggregate Intrinsic Value, Outstanding and Exercisable – December 31, 2019  
Aggregate Intrinsic Value, Outstanding – September 30, 2020  
v3.20.2
Stockholders' Deficit (Details 5) - $ / shares
 9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants Outstanding, Exercise price $ 12.75  
Warrants Outstanding, Number Outstanding 542,687  
Warrant [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants Outstanding, Exercise price $ 5.44  
Warrants Outstanding, Number Outstanding 247,403 247,403
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 4 years 9 months 3 days  
Warrants Exercisable, Weighted Average Exercise Price $ 5.36  
Warrants Exercisable , Number Exercisable 2,923,882  
Warrants Exercisable, Weighted Average Exercise Price $ 4.75  
v3.20.2
Stockholders' Deficit (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 11, 2020
Aug. 15, 2020
Jul. 03, 2020
Jun. 29, 2020
May 20, 2020
May 07, 2020
Mar. 13, 2020
Mar. 05, 2020
Jan. 06, 2020
Sep. 15, 2020
Aug. 21, 2020
Aug. 17, 2020
Jul. 29, 2020
Jul. 17, 2020
Jun. 18, 2020
Mar. 19, 2020
Jan. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Jul. 13, 2020
Dec. 31, 2019
Stockholders' Deficit (Textual)                                              
Number of shares authorized to issue                                           35,000,000  
Common stock, par value                                   $ 0.001   $ 0.001   $ 0.001 $ 0.001
Common stock, shares authorized                                   100,000,000   100,000,000   15,000,000 100,000,000
Preferred stock, par value                                           $ 0.001 $ 0.001
Preferred stock, shares authorized                                           20,000,000 100,000,000
Reverse Stock Split, description                       The Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-three (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.                      
Share based payments                                   $ 3,622,774   $ 6,577,558 $ 441,412    
Exchange of options         152,992                                    
Granted options employees                         391,853                    
Deemed dividend                                   $ 18,421 18,421    
September 2020 Equity Raise [Member]                                              
Stockholders' Deficit (Textual)                                              
Underwriting discounts and commissions                                       $ 7,762,500      
Underwritter public offering                   1,725,000                          
Warrants to purchase                   258,750               901,872   901,872      
Warrants right to purchase an exercise price                                   $ 4.50   $ 4.50      
Warrant expiring                                       5 years      
Principal                                       $ 9,589,951      
Accrued but unpaid                                       $ 1,318,982      
Debt obligations                                       3,413,667      
Common Stock exercise price                                   4.50   $ 4.50      
Beneficial conversion feature                                       $ 5,450,286      
September 2020 Equity Raise [Member] | IPO [Member]                                              
Stockholders' Deficit (Textual)                                              
Price per Unit                                   4.50   $ 4.50      
Common Stock [Member]                                              
Stockholders' Deficit (Textual)                                              
Restricted common stock issued, shares   6,167 15,000         2,153 1,412   20,000     6,667 50,000 20,000 50,000            
Restricted common stock issued to settle liabilities, value               $ 25,000 $ 12,500             $ 72,048              
Gain/Loss on settlement of vendor liabilities                 $ 4,233             $ 1,098              
Conversion of warrant, description       The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000.     The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 5,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772                                
Fair value of service   $ 50,693                 $ 180,000       $ 525,000   $ 585,000            
Share based payments                                       $ 585,000      
Options description           The board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 2,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company's stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company's stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules.                                  
Exchange of options         229,491                                    
Stock based compensation on conversion of options to stock         $ 1,405,664                                    
Common Stock [Member] | September 2020 Equity Raise [Member]                                              
Stockholders' Deficit (Textual)                                              
Number of shares authorized to issue                   258,750                          
Common Stock [Member] | Second February 2020 [Member]                                              
Stockholders' Deficit (Textual)                                              
Number of shares authorized to issue 34,722                                            
Convertible note outstanding $ 125,000                                            
Common Stock [Member] | The February 2019 Convertible Note Offering [Member]                                              
Stockholders' Deficit (Textual)                                              
Number of shares authorized to issue 64,124                                            
Common Stock [Member] | February 2019 [Member]                                              
Stockholders' Deficit (Textual)                                              
Convertible note outstanding $ 70,542                                            
Convertible note outstanding interest $ 112,888                                            
Treasury Stock [Member]                                              
Stockholders' Deficit (Textual)                                              
Cancelled shares                                       50,650      
Warrant [Member]                                              
Stockholders' Deficit (Textual)                                              
Fair value of warrant                                       $ 523,802      
Options Granted in consultants                                       2,845,163      
Warrants right to purchase an exercise price                                   $ 5.44   $ 5.44     $ 15.75
Warrant [Member] | Convertible Notes Payable [Member]                                              
Stockholders' Deficit (Textual)                                              
Warrants issued                                       214,080      
Fair value of warrant                                       $ 1,520,449      
Warrant [Member] | convertible notes [Member]                                              
Stockholders' Deficit (Textual)                                              
Warrants issued                                       214,080      
Fair value of warrant                                       $ 1,520,449      
Warrant [Member] | Note Payable Related Party [Member]                                              
Stockholders' Deficit (Textual)                                              
Warrants issued                                       64      
Fair value of warrant                                       $ 753      
Second Amended [Member]                                              
Stockholders' Deficit (Textual)                                              
Common stock, shares authorized                                           100,000,000  
Preferred stock, shares authorized                                           20,000,000  
v3.20.2
Commitments and Contingencies (Details)
 9 Months Ended
Sep. 30, 2020
USD ($)
Leases [Abstract]  
Operating lease cost $ 53,869
Short term lease cost 12,128
Total net lease cost $ 65,997
v3.20.2
Commitments and Contingencies (Details 1)
 9 Months Ended
Sep. 30, 2020
shares
Cash paid for amounts included in the measurement of lease liabilities:  
Operating lease payments 78,276
Weighted average remaining lease term (in years): 2 years 9 months 18 days
Weighted average discount rate: 13.00%
v3.20.2
Commitments and Contingencies (Details 2)
Sep. 30, 2020
USD ($)
Summary of future minimum lease payments  
2020 $ 107,955
2021 112,942
2022 82,453
2023
Total $ 303,350
v3.20.2
Commitments and Contingencies (Details Textual)
 1 Months Ended 9 Months Ended
May 05, 2018
USD ($)
ft²
Apr. 02, 2019
USD ($)
ft²
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Commitments and Contingencies (Textual)        
Lease term 5 years 4 years    
Area of office space | ft² 2,300 796    
Rent expense     $ 80,803 $ 116,209
Lease term, Description The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. The total amount due under this lease is $411,150. The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. The total amount due under this lease is $108,229    
Total amount due $ 411,150 $ 108,229    
Tax description     Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020.  
Cares act, description     The CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation.  
v3.20.2
Subsequent Events (Details)
 1 Months Ended 9 Months Ended
Oct. 08, 2020
USD ($)
shares
Sep. 30, 2020
USD ($)
Sep. 30, 2020
AUD ($)
Subsequent Event [Member]      
Subsequent Events (Textual)      
Purchased an additional warrants | shares 258,750    
Underwriting discounts and commissions $ 258,750    
Interest Purchase Agreement [Member]      
Subsequent Events (Textual)      
Investment   $ 115,000  
Seller in exchange, percentage   3.80% 3.80%
One promissory note agreement [Member]      
Subsequent Events (Textual)      
Proceeds received   $ 154,000  
One promissory note agreement [Member] | Australian research & development credit[Member]      
Subsequent Events (Textual)      
Proceeds received   $ 52,760  
One promissory note agreement [Member] | Australian research & development credit[Member] | AUD [Member]      
Subsequent Events (Textual)      
Proceeds received     $ 74,300