Organization and Operations

Note 1 – Organization and Operations

Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

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

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

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

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

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

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

On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020.

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

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

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

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

On March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company (“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.

Significant Accounting Policies and Practices

3 Months Ended

Mar. 31, 2022

Significant Accounting Policies and Practices

Note 2 – Significant Accounting Policies and Practices

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

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, 2022 or any other interim period or for any other future year. These unaudited condensed consolidated 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, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2021 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 Critical Accounting Estimates and Assumptions

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

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

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

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

Actual results could differ from those estimates.

Presentation

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

Principles of consolidation

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

As of March 31, 2022, 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	%
Creatd Studios, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Denver Bodega, LLC	Colorado		100	%
Dune Inc.	Delaware		50	%
Plant Camp LLC	Delaware		89	%
Sci-Fi.com, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
OG Gallery, Inc.	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022.

Variable Interest Entities

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

Fair Value of Financial Instruments

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

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Level 1 – quoted prices in active markets for identical investments

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

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

The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at March 31, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

March 31, 2022

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	50,000	$	-	$	-	$	50,000
Total assets	$	50,000	$	-	$	-	$	50,000

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related to these balances. As of March 31, 2022, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of March 31, 2022, was approximately $2.4 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Concentration of Credit Risk and Other Risks and Uncertainties

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

The Company operates in Australia and holds total assets of $935,285 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term.

Property and Equipment

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

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixtures		5

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

Long-lived Assets Including Goodwill and Other Acquired Intangible Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three months ended March 31, 2022, the Company recorded an impairment charge of $0 for intangible assets.

Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 6.94 years.

Scheduled amortization over the next five years are as follows:

Twelve months ending March 31,

2023	$	498,641
2024		429,030
2025		325,307
2026		246,840
2027		228,499
Thereafter		792,056
Total	$	2,520,373

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

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

The following table sets forth a summary of the changes in goodwill for the three months ended March 31, 2022.

	For the three months ended March 31, 2022
	Total
As of January 1, 2022	$	1,374,835
Goodwill acquired in a business combination		8,950
Impairment of goodwill		-
As of March 31, 2022		1,383,785

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 Condensed Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented.

Derivative Liability

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

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

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

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

Shipping and Handling Costs

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

Revenue Recognition

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

We determine revenue recognition through the following steps:

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identification of the contract, or contracts, with a customer;

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identification of the performance obligations in the contract;

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

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allocation of the transaction price to the performance obligations in the contract; and

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recognition of revenue when, or as, we satisfy a performance obligation.

Revenue disaggregated by revenue source for the three months ended March 31, 2022 and 2021 consists of the following:

	Three Months Ended
	March 31,
	2022		2021
Agency (Managed Services, Branded Content, & Talent Management Services)	$	583,141	$	428,300
Platform (Creator Subscriptions)		508,233		306,902
Ecommerce (Tangible products)		254,724		-
Affiliate Sales		2,640		8,008
Other Revenue		-		703
	$	1,348,738	$	743,913

The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the three months ended March 31, 2022 and 2021 consists of the following:

	Three Months Ended
	March 31,
	2022		2021
Products and services transferred over time	$	1,091,374	$	735,202
Products and services transferred at a point in time		257,364		8,711
	$	1,348,738	$	743,913

Agency Revenue

Managed Services

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

Branded Content

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

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

	●	The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article.

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

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

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

Talent Management Services

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

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

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

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

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

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

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

Platform Revenue

Creator Subscriptions

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

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

Affiliate Sales Revenue

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

E-Commerce Revenue

The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of three majority-owned e-commerce companies, Camp (previously Plant Camp), Dune Glow Remedy (“Dune”), and Basis. The Company generates revenue through the sale of Camp, Dune, and Basis’ consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused, or damaged items for a full refund. All returns are processed within the relevant recording period and accounted for as a reduction in revenue. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention. Any discounts are run as coupon codes applied at the time of transaction and accounted for as a reduction in gross revenue. The Company assesses variable consideration using the most likely amount method.

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue over the next year. As of March 31, 2022, the Company had deferred revenue of $211,676.

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 three months ended March 31, 2022, the Company recorded $92,987, as a bad debt expense. As of March 31, 2022, the Company has an allowance for doubtful accounts of $279,133.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of March 31, 2022, the Company has no valuation allowance.

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods.

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

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

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 three months ended March 31, 2022 and 2021 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 March 31, 2022 and 2021:

	March 31,
	2022		2021
Options		1,891,348		2,350,062
Warrants		8,591,206		6,273,778
Convertible notes		-		49,629
Totals		10,482,554		8,673,469

Reclassifications

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

Recently Adopted Accounting Guidance

In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance’s amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The updated guidance, which became effective for fiscal years beginning after December 15, 2021, did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Guidance Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed 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. ASU 2020-6 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

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

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

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Going Concern

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, the Company had an accumulated deficit of $116 million, a net loss of $6.9 million and net cash used in operating activities of $5.1 million for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

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

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

The 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.

Inventory

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventory

Note 4 – Inventory

Inventory was comprised of the following at March 31, 2022 and December 31, 2021:

	March 31, 2022		December 31, 2021
Raw Materials	$	16,904	$	-
Packaging		20,342		2,907
Finished goods		399,735		103,496
	$	436,981	$	106,403

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

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

	March 31, 2022			December 31, 2021
Computer Equipment	$	376,436		$	353,880
Furniture and Fixtures		124,787			102,416
Leasehold Improvements		11,456			11,457
		512,679			467,753
Less: Accumulated Depreciation		(373,200	)		(364,814	)
	$	139,479		$	102,939

Depreciation expense was $8,386 and $10,047 for the three months ended March 31, 2022 and 2021, respectively.

Notes Payable

3 Months Ended

Mar. 31, 2022

Notes Payable [Abstract]

Notes Payable

Note 6 – Notes Payable

Notes payable as of March 31, 2022 and December 31, 2021 is as follows:

	Outstanding Principal as of
	March 31, 2022			December 31, 2021			Interest Rate			Maturity Date
Seller’s Choice Note	$	-		$	660,000			30	%	September 2020
The April 2020 PPP Loan Agreement		198,577			198,577			1	%	May 2022
The First December 2021 Loan Agreement		140,931			185,655			10	%	June 2023
The Second December 2021 Loan Agreement		323,094			313,979			14	%	June 2022
The First February 2022 Loan Agreement		337,163			-			-	%	June 2023
The Second February 2022 Loan Agreement		164,123			-			14	%	June 2022
First Denver Bodega LLC Loan		50,000			-
Second Denver Bodega LLC Loan		15,724			-
		1,229,612			1,358,211
Less: Debt Discount		(42,620	)		(15,547	)
Less: Debt Issuance Costs		-			-
		1,186,992			1,342,664
Less: Current Debt		(1,151,087	)		(1,278,672	)
Total Long-Term Debt	$	35,905		$	63,992

Seller’s Choice Note

On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of December 31, 2021, the Company is in default on the Seller’s Choice note.

On March 3, 2022, after substantial motion practice, Creatd successfully settled the dispute with Home Revolution, LLC for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed. As part of the settlement the Company recorded a Gain on extinguishment of debt of $147,256.

The April 2020 PPP Loan Agreement

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

During the three months ended March 31, 2022, the Company accrued interest of $490.

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

The First December 2021 Loan Agreement

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

During the three months ended March 31, 2022, the Company repaid $44,725 in principal.

The Second December 2021 Loan Agreement

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

During the three months ended March 31, 2022, the Company accrued $15,123 AUD in interest.

The First February 2022 Loan Agreement

On February 22, 2022, the Company entered into a secured loan agreement (the “First February 2022 Loan Agreement”) with a lender (the “First February 2022 Lender”), whereby the First February 2022 Lender issued the Company a secured promissory note of $222,540 AUD or $159,223 United States Dollars (the “First February 2022 Note”). Pursuant to the First February 2022 Loan Agreement, the First February 2022 Note has an effective interest rate of 14%. The maturity date of the First February 2022 Note is June 30, 2022 (the “First February 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First February 2022 Loan Agreement are due. The loan is secured by the Australian research & development credit.

During the three months ended March 31, 2022, the Company accrued $3,158 AUD in interest.

The Second February 2022 Loan Agreement

On February 22, 2022, the Company entered into a loan agreement (the “Second February 2022 Loan Agreement”) with a lender (the “Second February 2022 Lender”), whereby the Second February 2022 Lender issued the Company a promissory note of $337,163 (the “Second February 2022 Note”). Pursuant to the Second February 2022 Loan Agreement, the Second February 2022 Note has an effective interest rate of 11%. The maturity date of the Second February 2022 Note is February 22, 2023 (the “Second February 2022 Maturity Date”). The Company is required to make 10 monthly payment of $37,425.

The Company recorded a $37,163 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

Denver Bodega LLC Notes payable

On March 7, 2022, The Company acquired five note payable agreements from the acquisition of Denver Bodega LLC. See note 12. The total liabilities of these notes amounted to $293,888. During the three months ended March 31, 2022, the Company repaid $228,164. As of March 31, 2022, the Company has two notes outstanding. The First Denver Bodega LLC Loan has a principal balance of $50,000, bears interest at 5%, and requires 36 monthly payments of $1,496. The second Denver Bodega LLC Loan has a principal balance of $15,724 and has a maturity date of April 16, 2022.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Convertible Notes Payable

Convertible Notes Payable

3 Months Ended

Mar. 31, 2022

Convertible Note Payable [Abstract]

Note 7 – Convertible Notes Payable

The July 2021 Convertible Loan Agreement

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

Upon default or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.

The Company recorded a $15,850 debt discount relating to an original issue discount and $3,000 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost.

During the three months ended March 31, 2022, the July 2021 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date. The conversion feature of July 2021 Note gave rise to a derivative liability of $100,532. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the three months ended March 31, 2022, the note holder converted $168,850 of principal and $4,605 of interest into 109,435 shares of the Company’s common stock. The unamortized debt discount of $96,803 was recorded to extinguishment of debt due to conversion.

Related Party

3 Months Ended

Mar. 31, 2022

Related Party

Note 8 – Related Party

Equity raises

During the three months ended March 31, 2022, the company conducted two equity raises in which officers, directors, employees, and an affiliate of an officer cumulatively invested $421,001 for 240,571 shares of common stock and 240,571 warrants to purchase common stock.

Officer compensation

During the three months ended March 31, 2022 and 2021, the Company paid $35,637 and $20,082, respectively for living expenses for officers of the Company.

Derivative Liabilities

3 Months Ended

Mar. 31, 2022

Derivative Liability [Abstract]

Derivative Liabilities

Note 9 – Derivative Liabilities

The Company has identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the three months ended March 31, 2022. For the terms of the conversion features see Note 7. The Company had no derivative assets measured at fair value on a recurring basis as of March 31, 2022.

The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

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

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

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

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

The following are the changes in the derivative liabilities during the three months ended March 31, 2022.

	Three Months Ended March 31, 2022
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2022	$	-	$	-	$	-
Addition		-		-		100,532
Changes in fair value		-		-		(3,729	)
Extinguishment		-		-		(96,803	)
Derivative liabilities as March 31, 2022	$	-	$	-	$	-

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 10 – Stockholders’ Equity

Shares Authorized

The Company is authorized to issue up to one hundred and twenty million (120,000,000) shares of capital stock, of which one hundred million (100,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as preferred stock, par value $0.001 per share.

Preferred Stock

Series E Convertible Preferred Stock

The Company has designated 8,000 shares of Series E Convertible Preferred stock and has 500 shares issued and outstanding as of March 31, 2022.

The shares of Series E Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the Series E Preferred Stock, at any time following the Original Issue Date at a price of $4.12 per share, subject to adjustment. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then outstanding and held by such holder, dividends on an as-converted basis in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

The holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject to certain beneficial ownership limitations.

Common Stock

On January 1, 2022, the Company issued 8,590 shares of its restricted common stock to settle outstanding vendor liabilities of $20,297. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $369.

On January 6, 2022, the Company issued 8,850 shares of its restricted common stock to consultants in exchange for services at a fair value of $19,736.

On February 24, 2022, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for four months of services at a fair value of $69,000. 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 three months ended March 31, 2022 the Company recorded $33,110 to share based payments.

On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. The Company has recorded $40,000 to stock issuance costs, which are part of Additional Paid-in Capital.

On March 7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027. The Company has recorded $75,000 to stock issuance costs, which are part of Additional Paid-in Capital.

On March 30, 2022, the Company issued 731 shares of its restricted common stock to consultants in exchange for services at a fair value of $863.

Stock Options

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

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – January 1, 2022 – outstanding		2,902,619			7.07		4.71
Granted		-			-		-
Exercised		-			-		-
Forfeited/Cancelled		(19,093	)		15.36		-
Balance – March 31, 2022 – outstanding		2,883,526			7.02		4.48
Balance – March 31, 2022 – exercisable		1,891,348			7.60		4.27

Option Outstanding						Option Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)
$	7.02		2,883,526		4.48		7.60		1,891,348		4.27

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

Stock-based compensation for stock options has been recorded in the condensed consolidated statements of operations and totaled $1,027,083, for the three months ended March 31, 2022.

As of March 31, 2022, there was $1,649,068 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 0.89 year.

Warrants

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

Warrant Activities

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

	Warrant			Weighted Average Exercise Price
Balance – January 1, 2022 – outstanding		5,658,830			4.98
Granted		2,988,487			2.12
Exercised		-			-
Forfeited/Cancelled		(13,611	)		12.00
Balance – December 31, 2021 – outstanding		8,633,706			3.82
Balance – December 31, 2021 – exercisable		8,591,206		$	3.81

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
$	3.82		8,633,706		4.01		3.81		8,591,206		4.01

During the three months ended March 31, 2022, some of the Company’s warrants had a down-round provision triggered that also resulted in an additional 67,173 warrants to be issued. A deemed dividend of $81,728 was recorded to the Statements of Comprehensive Loss.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Note 11 – Commitments and Contingencies

Litigation

On or about June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd, Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment. Plaintiff also sought to have a receiver appointed by the Court to take over Creatd’s operations. After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed as of March 3, 2022.

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

Appointment of New Directors

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

Departure of Directors

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

Management Restructuring

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

Nasdaq Notice of Delisting

On January 4, 2021, the Company received a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange had determined to delist the Company’s common stock and warrants from the Exchange based on the Company’s non-compliance with the Exchange’s (i) $5 million stockholders’ equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b), (ii) the $2.5 million stockholders’ equity requirement or any of the alternatives for continued listing pursuant to Nasdaq Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq Listing Rule 5250(a)(1).

On February 11, 2021, the Company met with the Exchange’s Hearings Panel (the “Panel”) with respect to such determination, in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing was stayed pending the Panel’s decision.

On March 9, 2021, the Exchange notified the Company that the Panel had determined to continue the listing of the Company on the Exchange. Notwithstanding the Panel’s determination to continue the listing of the Company’s securities on the Exchange, the Panel issued a public reprimand letter to the Company, pursuant to Listing Rule 5815(c)(1)(D), based on its finding “that the Company failed to meet the initial listing criteria with respect to stockholders’ equity and failed to provide Nasdaq with material information with respect to that deficiency.” Specifically, the Panel found that the Company failed to comply with Listing Rule 5250(a)(1), requiring it to notify Nasdaq of certain significant developments that led to the Company’s prior representations about its ability to satisfy the initial listing requirements being inaccurate. In reaching its determination to continue the listing of the Company on Nasdaq, the Panel acknowledged that the Company has since demonstrated compliance with the initial listing requirement for stockholders’ equity and all other applicable initial listing requirements. The Panel also determined that the violations were inadvertent and that the Company had relied on advice of counsel at the time in its interactions with the Nasdaq staff (“Staff”). The Panel also acknowledged the Company’s efforts to implement structural changes within the Company to avoid similar misstatements in the future and that would allow for proper accounting and disclosure on an ongoing basis.

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

The Company pursued an appeal to the Nasdaq Hearings Panel (the “Panel”) of such determination, in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing was stayed pending the Panel’s decision.

On April 22, 2022, the Exchange notified the Company that the Panel has determined to continue the listing of the Company on the Exchange, subject to the following conditions: (i) on or before May 16, 2022, the Company will file its Quarterly Report on Form 10-Q for the period ended March 31, 2022 demonstrating compliance with Nasdaq Listing Rule 550(b)(1) requiring shareholders’ equity of $2.5 million and (ii) on or before August 29, 2022, the Company will file a Form 8-K documenting the successful completion of any fund-raising activity that has taken place since April 14, 2022 and the Company’s long-term compliance with the continued listing requirements of the Nasdaq Capital Market.

The Panel has advised that August 29, 2022 represents the full extent of the Panel’s discretion to grant continued listing during the time the Company is non-compliant and should the Company fail to demonstrate compliance by such date, the Panel will issue a final delist determination and the Company will be suspended from trading on the Exchange.

Acquisitions

3 Months Ended

Mar. 31, 2022

Asset Acquisition [Abstract]

Acquisitions

Note 12 – Acquisitions

Denver Bodega, LLC d/b/a Basis

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

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	1
Total purchase price		1

Assets acquired:
Cash		44,977
Accounts Receivable		2,676
Inventory		194,365
Total assets acquired		242,018

Liabilities assumed:
Accounts payable and accrued expenses		127,116
Notes payable		293,888
Total liabilities assumed		421,004

Net liabilities acquired		(178,986	)

Excess purchase price	$	178,987

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

Goodwill	$	8,950
Trade Names & Trademarks		8,949
Know-How and Intellectual Property		107,392
Website		8,949
Customer Relationships		44,747

Excess purchase price	$	178,987

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

The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp, WHE, Dune, and Denver Bodega as if the entities were combined on January 1, 2021.

	Three Months Ended
	March 31,
	2022
Revenues	$	1,482,270
Net loss attributable to common shareholders	$	(6,352,445	)
Net loss per share	$	(0.36	)
Weighted average number of shares outstanding		17,707,951

	Three Months Ended
	March 31,
	2021
Revenues	$	1,143,732
Net loss attributable to common shareholders	$	(6,592,675	)
Net loss per share	$	(0.66	)
Weighted average number of shares outstanding		10,060,946

Segment Information

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Information

Note 13 – Segment Information

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

Operations of:		Products and services provided:
Creatd Labs		Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees.
Creatd Ventures		Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy.
Creatd Partners		Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions.

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

	As of March 31, 2022
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	7,649	$	382,956	$	-	$	390,605
Prepaid expenses and other current assets		45,815		-		-		229,025		274,840
Deposits and other assets		839,114		-		-		75,586		914,700
Intangible assets		-		1,733,673		724,459		62,241		2,520,373
Goodwill		-		34,089		1,349,696		-		1,383,785
Inventory		-		436,981		-		-		436,981
All other assets		-		-		-		3,419,106		3,419,106
Total Assets	$	884,929	$	2,212,392	$	2,457,111	$	3,785,958	$	9,340,390

Accounts payable and accrued liabilities	$	22,784	$	1,129,605	$	19,985	$	3,659,729	$	4,832,103
Note payable, net of debt discount and issuance costs		487,217		65,724		-		634,051		1,186,992
Deferred revenue		161,112		43,545		7,019		-		211,676
All other Liabilities		-		-		-				-
Total Liabilities	$	671,113	$	1,238,874	$	27,004	$	4,293,780	$	6,230,771

	As of December 31, 2021
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	2,884	$	334,556	$	-	$	337,440
Prepaid expenses and other current assets		48,495		-		-		188,170		236,665
Deposits and other assets		626,529		-		-		92,422		718,951
Intangible assets		-		1,637,924		783,676		11,241		2,432,841
Goodwill		-		25,139		1,349,696		-		1,374,835
Inventory		-		106,403		-		-		106,403
All other assets		-		-		-		3,966,124		3,966,124
Total Assets	$	675,024	$	1,772,350	$	2,467,928	$	4,257,957	$	9,173,259

Accounts payable and accrued liabilities	$	9,693	$	766,253	$	6,232	$	2,948,362	$	3,730,540
Note payable, net of debt discount and issuance costs		313,979		-		-		1,028,685		1,342,664
Deferred revenue		161,112		13,477		59,570		-		234,159
All other Liabilities		-		-		-		177,644		177,644
Total Liabilities	$	484,784	$	779,730	$	65,802	$	4,154,691	$	5,485,007

	For the three months ended March 31, 2022
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	508,268		$	254,690		$	585,780		$	-		$	1,348,738
Cost of revenue		706,196			409,969			456,005			-			1,572,170
Gross margin (loss)		(197,928	)		(155,279	)		129,775			-			(223,432	)

Research and development		134,876			-			91,778			-			226,654
Marketing		970,484			1,013,706			-			107,831			2,092,021
Stock based compensation		251,907			226,298			248,548			354,039			1,080,792
General and administrative not including depreciation, amortization, or Impairment		218,766			288,272			378,492			2,358,963			3,244,493
Depreciation and amortization		-			71,271			31,599			39,022			141,892

Total operating expenses	$	1,576,033		$	1,599,547		$	750,417		$	2,859,855		$	6,785,852

Interest expense		(13,229	)		-			-			(667	)		(13,896	)
All other expenses		-			-			-			142,132			142,132
Other expenses, net		(13,229	)								141,465			128,236

Loss before income tax provision	$	(1,787,190	)	$	(1,754,826	)	$	(728,474	)	$	(2,610,558	)	$	(6,881,048	)

	For the three months ended March 31, 2021
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	167,983		$	575,930		$	-		$	743,913
Cost of revenue		242,134			625,016			-			867,150
Gross margin		(74,151	)		(49,086	)		-			(123,237	)

Research and development		195,691			133,161			-			328,852
Marketing		1,736,257			204,266			102,132			2,042,655
Stock based compensation		365,985			361,105			843,149			1,570,239
General and administrative not including depreciation, amortization, or Impairment		124,053			214,627			1,501,135			1,932,552
Depreciation and amortization		2,753			9,175			29,271			41,199
Total operating expenses	$	2,424,740		$	922,333		$	2,475,687		$	5,822,760

Interest expense		(24,596	)		-			(174,075	)		(198,671	)
All other expenses		-			-			(498,569	)		(498,569	)
Other expenses, net		(24,596	)		-			(672,644	)		(697,240	)

Loss before income tax provision	$	(2,523,487	)	$	(971,419	)	$	(3,148,331	)	$	(6,643,237	)

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

Employment Agreements

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

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

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Use of Estimates and Critical Accounting Estimates and Assumptions

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, 2022 or any other interim period or for any other future year. These unaudited condensed consolidated 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, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2021 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 Critical Accounting Estimates and Assumptions

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

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

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

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

Actual results could differ from those estimates.

Presentation

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

Principles of consolidation

Principles of consolidation

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

As of March 31, 2022, 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	%
Creatd Studios, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Denver Bodega, LLC	Colorado		100	%
Dune Inc.	Delaware		50	%
Plant Camp LLC	Delaware		89	%
Sci-Fi.com, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
OG Gallery, Inc.	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022.

Variable Interest Entities

Variable Interest Entities

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

●

Level 1 – quoted prices in active markets for identical investments

●

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

●

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

The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at March 31, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

March 31, 2022

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	50,000	$	-	$	-	$	50,000
Total assets	$	50,000	$	-	$	-	$	50,000

Cash Equivalents

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related to these balances. As of March 31, 2022, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of March 31, 2022, was approximately $2.4 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

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

The Company operates in Australia and holds total assets of $935,285 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term.

Property and Equipment

Property and Equipment

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

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixtures		5

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

Long-lived Assets Including Goodwill and Other Acquired Intangible Assets

Long-lived Assets Including Goodwill and Other Acquired Intangible Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three months ended March 31, 2022, the Company recorded an impairment charge of $0 for intangible assets.

Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 6.94 years.

Scheduled amortization over the next five years are as follows:

Twelve months ending March 31,

2023	$	498,641
2024		429,030
2025		325,307
2026		246,840
2027		228,499
Thereafter		792,056
Total	$	2,520,373

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

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

The following table sets forth a summary of the changes in goodwill for the three months ended March 31, 2022.

	For the three months ended March 31, 2022
	Total
As of January 1, 2022	$	1,374,835
Goodwill acquired in a business combination		8,950
Impairment of goodwill		-
As of March 31, 2022		1,383,785

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 Condensed Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented.

Derivative Liability

Derivative Liability

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

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

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

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

Shipping and Handling Costs

Shipping and Handling Costs

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

Revenue Recognition

Revenue Recognition

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

We determine revenue recognition through the following steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

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

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, we satisfy a performance obligation.

Revenue disaggregated by revenue source for the three months ended March 31, 2022 and 2021 consists of the following:

	Three Months Ended
	March 31,
	2022		2021
Agency (Managed Services, Branded Content, & Talent Management Services)	$	583,141	$	428,300
Platform (Creator Subscriptions)		508,233		306,902
Ecommerce (Tangible products)		254,724		-
Affiliate Sales		2,640		8,008
Other Revenue		-		703
	$	1,348,738	$	743,913

The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the three months ended March 31, 2022 and 2021 consists of the following:

	Three Months Ended
	March 31,
	2022		2021
Products and services transferred over time	$	1,091,374	$	735,202
Products and services transferred at a point in time		257,364		8,711
	$	1,348,738	$	743,913

Agency Revenue

Managed Services

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

Branded Content

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

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

	●	The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article.

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

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

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

Talent Management Services

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

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

●

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

●

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

●

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

●

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

●

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

Platform Revenue

Creator Subscriptions

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

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

Affiliate Sales Revenue

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

E-Commerce Revenue

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

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue over the next year. As of March 31, 2022, the Company had deferred revenue of $211,676.

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 three months ended March 31, 2022, the Company recorded $92,987, as a bad debt expense. As of March 31, 2022, the Company has an allowance for doubtful accounts of $279,133.

Inventory

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of March 31, 2022, the Company has no valuation allowance.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods.

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

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

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 three months ended March 31, 2022 and 2021 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 March 31, 2022 and 2021:

Reclassifications

Reclassifications

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

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance’s amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The updated guidance, which became effective for fiscal years beginning after December 15, 2021, 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed 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. ASU 2020-6 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

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

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

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Significant Accounting Policies and Practices (Tables)

3 Months Ended

Mar. 31, 2022

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	%
Creatd Studios, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Denver Bodega, LLC	Colorado		100	%
Dune Inc.	Delaware		50	%
Plant Camp LLC	Delaware		89	%
Sci-Fi.com, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
OG Gallery, Inc.	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

Schedule of relevant assets and liabilities that are measured at fair value on recurring basis

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	50,000	$	-	$	-	$	50,000
Total assets	$	50,000	$	-	$	-	$	50,000

Schedule of property and equipment estimated useful lives

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixtures		5

Schedule of amortization over the next five years

Twelve months ending March 31,

2023	$	498,641
2024		429,030
2025		325,307
2026		246,840
2027		228,499
Thereafter		792,056
Total	$	2,520,373

Schedule of changes in marketable securities

	For the three months ended March 31, 2022
	Total
As of January 1, 2022	$	1,374,835
Goodwill acquired in a business combination		8,950
Impairment of goodwill		-
As of March 31, 2022		1,383,785

Schedule of revenue disaggregated by revenue

	Three Months Ended
	March 31,
	2022		2021
Agency (Managed Services, Branded Content, & Talent Management Services)	$	583,141	$	428,300
Platform (Creator Subscriptions)		508,233		306,902
Ecommerce (Tangible products)		254,724		-
Affiliate Sales		2,640		8,008
Other Revenue		-		703
	$	1,348,738	$	743,913

Schedule of revenue recognition

	Three Months Ended
	March 31,
	2022		2021
Products and services transferred over time	$	1,091,374	$	735,202
Products and services transferred at a point in time		257,364		8,711
	$	1,348,738	$	743,913

Schedule of common stock equivalents

	March 31,
	2022		2021
Options		1,891,348		2,350,062
Warrants		8,591,206		6,273,778
Convertible notes		-		49,629
Totals		10,482,554		8,673,469

Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

	March 31, 2022		December 31, 2021
Raw Materials	$	16,904	$	-
Packaging		20,342		2,907
Finished goods		399,735		103,496
	$	436,981	$	106,403

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment stated at cost, less accumulated depreciation and amortization

	March 31, 2022			December 31, 2021
Computer Equipment	$	376,436		$	353,880
Furniture and Fixtures		124,787			102,416
Leasehold Improvements		11,456			11,457
		512,679			467,753
Less: Accumulated Depreciation		(373,200	)		(364,814	)
	$	139,479		$	102,939

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2022

Notes Payable [Abstract]

Schedule of notes payable

	Outstanding Principal as of
	March 31, 2022			December 31, 2021			Interest Rate			Maturity Date
Seller’s Choice Note	$	-		$	660,000			30	%	September 2020
The April 2020 PPP Loan Agreement		198,577			198,577			1	%	May 2022
The First December 2021 Loan Agreement		140,931			185,655			10	%	June 2023
The Second December 2021 Loan Agreement		323,094			313,979			14	%	June 2022
The First February 2022 Loan Agreement		337,163			-			-	%	June 2023
The Second February 2022 Loan Agreement		164,123			-			14	%	June 2022
First Denver Bodega LLC Loan		50,000			-
Second Denver Bodega LLC Loan		15,724			-
		1,229,612			1,358,211
Less: Debt Discount		(42,620	)		(15,547	)
Less: Debt Issuance Costs		-			-
		1,186,992			1,342,664
Less: Current Debt		(1,151,087	)		(1,278,672	)
Total Long-Term Debt	$	35,905		$	63,992

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule of changes in the derivative liabilities

Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Liability [Abstract]

	Three Months Ended March 31, 2022
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2022	$	-	$	-	$	-
Addition		-		-		100,532
Changes in fair value		-		-		(3,729	)
Extinguishment		-		-		(96,803	)
Derivative liabilities as March 31, 2022	$	-	$	-	$	-

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of warrant activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – January 1, 2022 – outstanding		2,902,619			7.07		4.71
Granted		-			-		-
Exercised		-			-		-
Forfeited/Cancelled		(19,093	)		15.36		-
Balance – March 31, 2022 – outstanding		2,883,526			7.02		4.48
Balance – March 31, 2022 – exercisable		1,891,348			7.60		4.27

Schedule of option outstanding and option exercisable

Option Outstanding						Option Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)
$	7.02		2,883,526		4.48		7.60		1,891,348		4.27

Schedule of warrant activity

	Warrant			Weighted Average Exercise Price
Balance – January 1, 2022 – outstanding		5,658,830			4.98
Granted		2,988,487			2.12
Exercised		-			-
Forfeited/Cancelled		(13,611	)		12.00
Balance – December 31, 2021 – outstanding		8,633,706			3.82
Balance – December 31, 2021 – exercisable		8,591,206		$	3.81

Schedule of warrants outstanding and warrants 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
$	3.82		8,633,706		4.01		3.81		8,591,206		4.01

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Asset Acquisition [Abstract]

Schedule of components of the purchase price

Purchase price:
Cash paid to seller	$	1
Total purchase price		1

Assets acquired:
Cash		44,977
Accounts Receivable		2,676
Inventory		194,365
Total assets acquired		242,018

Liabilities assumed:
Accounts payable and accrued expenses		127,116
Notes payable		293,888
Total liabilities assumed		421,004

Net liabilities acquired		(178,986	)

Excess purchase price	$	178,987

Goodwill	$	8,950
Trade Names & Trademarks		8,949
Know-How and Intellectual Property		107,392
Website		8,949
Customer Relationships		44,747

Excess purchase price	$	178,987

Schedule of unaudited pro-forma combined results of operations

	Three Months Ended
	March 31,
	2022
Revenues	$	1,482,270
Net loss attributable to common shareholders	$	(6,352,445	)
Net loss per share	$	(0.36	)
Weighted average number of shares outstanding		17,707,951

	Three Months Ended
	March 31,
	2021
Revenues	$	1,143,732
Net loss attributable to common shareholders	$	(6,592,675	)
Net loss per share	$	(0.66	)
Weighted average number of shares outstanding		10,060,946

Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of reportable segments and corporate

	As of March 31, 2022
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	7,649	$	382,956	$	-	$	390,605
Prepaid expenses and other current assets		45,815		-		-		229,025		274,840
Deposits and other assets		839,114		-		-		75,586		914,700
Intangible assets		-		1,733,673		724,459		62,241		2,520,373
Goodwill		-		34,089		1,349,696		-		1,383,785
Inventory		-		436,981		-		-		436,981
All other assets		-		-		-		3,419,106		3,419,106
Total Assets	$	884,929	$	2,212,392	$	2,457,111	$	3,785,958	$	9,340,390

Accounts payable and accrued liabilities	$	22,784	$	1,129,605	$	19,985	$	3,659,729	$	4,832,103
Note payable, net of debt discount and issuance costs		487,217		65,724		-		634,051		1,186,992
Deferred revenue		161,112		43,545		7,019		-		211,676
All other Liabilities		-		-		-				-
Total Liabilities	$	671,113	$	1,238,874	$	27,004	$	4,293,780	$	6,230,771

	As of December 31, 2021
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	2,884	$	334,556	$	-	$	337,440
Prepaid expenses and other current assets		48,495		-		-		188,170		236,665
Deposits and other assets		626,529		-		-		92,422		718,951
Intangible assets		-		1,637,924		783,676		11,241		2,432,841
Goodwill		-		25,139		1,349,696		-		1,374,835
Inventory		-		106,403		-		-		106,403
All other assets		-		-		-		3,966,124		3,966,124
Total Assets	$	675,024	$	1,772,350	$	2,467,928	$	4,257,957	$	9,173,259

Accounts payable and accrued liabilities	$	9,693	$	766,253	$	6,232	$	2,948,362	$	3,730,540
Note payable, net of debt discount and issuance costs		313,979		-		-		1,028,685		1,342,664
Deferred revenue		161,112		13,477		59,570		-		234,159
All other Liabilities		-		-		-		177,644		177,644
Total Liabilities	$	484,784	$	779,730	$	65,802	$	4,154,691	$	5,485,007

Schedule of financial information related to our reportable segments and corporate

	For the three months ended March 31, 2022
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	508,268		$	254,690		$	585,780		$	-		$	1,348,738
Cost of revenue		706,196			409,969			456,005			-			1,572,170
Gross margin (loss)		(197,928	)		(155,279	)		129,775			-			(223,432	)

Research and development		134,876			-			91,778			-			226,654
Marketing		970,484			1,013,706			-			107,831			2,092,021
Stock based compensation		251,907			226,298			248,548			354,039			1,080,792
General and administrative not including depreciation, amortization, or Impairment		218,766			288,272			378,492			2,358,963			3,244,493
Depreciation and amortization		-			71,271			31,599			39,022			141,892

Total operating expenses	$	1,576,033		$	1,599,547		$	750,417		$	2,859,855		$	6,785,852

Interest expense		(13,229	)		-			-			(667	)		(13,896	)
All other expenses		-			-			-			142,132			142,132
Other expenses, net		(13,229	)								141,465			128,236

Loss before income tax provision	$	(1,787,190	)	$	(1,754,826	)	$	(728,474	)	$	(2,610,558	)	$	(6,881,048	)

	For the three months ended March 31, 2021
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	167,983		$	575,930		$	-		$	743,913
Cost of revenue		242,134			625,016			-			867,150
Gross margin		(74,151	)		(49,086	)		-			(123,237	)

Research and development		195,691			133,161			-			328,852
Marketing		1,736,257			204,266			102,132			2,042,655
Stock based compensation		365,985			361,105			843,149			1,570,239
General and administrative not including depreciation, amortization, or Impairment		124,053			214,627			1,501,135			1,932,552
Depreciation and amortization		2,753			9,175			29,271			41,199
Total operating expenses	$	2,424,740		$	922,333		$	2,475,687		$	5,822,760

Interest expense		(24,596	)		-			(174,075	)		(198,671	)
All other expenses		-			-			(498,569	)		(498,569	)
Other expenses, net		(24,596	)		-			(672,644	)		(697,240	)

Loss before income tax provision	$	(2,523,487	)	$	(971,419	)	$	(3,148,331	)	$	(6,643,237	)

Organization and Operations (Details) - shares				3 Months Ended
Organization and Operations (Details) - shares	Oct. 03, 2021	Aug. 16, 2021	Feb. 05, 2016	Mar. 31, 2022	Mar. 07, 2022	Jul. 20, 2021	Jun. 04, 2021	Sep. 11, 2019
Great Plains Holdings Inc [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares (in Shares)			475,000
Series A Convertible Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares (in Shares)			33,415
Series B Convertible Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares (in Shares)			8,064
Lil Marc, Inc [Member]
Organization and Operations (Details) [Line Items]
Cancelled of common stock (in Shares)				39,091
Seller’s Choice [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage								100.00%
Plant Camp [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage							89.00%
WHE Agency [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage						44.00%
Ownership voting interest						55.00%
Dune, Inc [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage	29.00%	16.00%
Ownership voting interest	50.00%
Total membership interests percentage	50.00%	21.00%
Denver Bodega, LLC [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage					100.00%
Ownership voting interest					100.00%

Significant Accounting Policies and Practices (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies and Practices (Details) [Line Items]
Cash excess amounts	$ 250,000
Uninsured cash balance	2,400,000
Total assets	935,285
Impairment charge of investments	$ 0
Weighted average life of the intangible assets	6 years 11 months 8 days
Goodwill	$ 1,035,795	$ 1,035,795
Management fee percentage	20.00%
Revenue percentage	80.00%
Fixed fees percentage	20.00%
Contract occur percentage	100.00%
Bad debt expense	$ 92,987
Allowance for doubtful accounts	279,133
Minimum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Contract amounts for partner and monthly services clients	500
Fixed fees	10,000
Branded challenges	10,000
Branded articles	2,500
Total gross	500
Net revenue	$ 100
Affiliate sales percentage	2.00%
Maximum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Contract amounts for partner and monthly services clients	$ 7,500
Fixed fees	110,000
Branded challenges	25,000
Branded articles	7,500
Total gross	50,000
Net revenue	$ 20,000
Affiliate sales percentage	20.00%

Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities	3 Months Ended
	Mar. 31, 2022
Jerrick Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Abacus Tech Pty Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Australia
Company Ownership Interest	100.00%
Seller’s Choice, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	New Jersey
Company Ownership Interest	100.00%
Recreatd, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Give, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Creatd Partners LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Denver Bodega, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Colorado
Company Ownership Interest	100.00%
Dune Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	50.00%
Plant Camp LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	89.00%
Sci-Fi Shop, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
OG Collection LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
OG Gallery, Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
VMENA LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Vocal For Brands, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Vocal Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
What to Buy, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
WHE Agency, Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	44.00%

Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis - Fair value on non-recurring [Member]	Mar. 31, 2022 USD ($)
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Equity investments, at cost	$ 50,000
Total assets	50,000
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Equity investments, at cost
Total assets
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Equity investments, at cost
Total assets
Significant Unobservable Inputs (Level 3) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Equity investments, at cost	50,000
Total assets	$ 50,000

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives	3 Months Ended
	Mar. 31, 2022
Computer equipment and software [Member]
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items]
Property and Equipment, Estimated Useful Life (Years)	3 years
Furniture and fixtures [Member]
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items]
Property and Equipment, Estimated Useful Life (Years)	5 years

Significant Accounting Policies and Practices (Details) - Schedule of amortization over the next five years	Mar. 31, 2022 USD ($)
Schedule of amortization over the next five years [Abstract]
2023	$ 498,641
2024	429,030
2025	325,307
2026	246,840
2027	228,499
Thereafter	792,056
Total	$ 2,520,373

Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities	3 Months Ended
	Mar. 31, 2022 USD ($)
Schedule of changes in marketable securities [Abstract]
Beginning of period	$ 1,374,835
Goodwill acquired in a business combination	8,950
Impairment of goodwill
Ending of period	$ 1,383,785

Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	$ 1,348,738	$ 743,913
Agency (Managed Services, Branded Content, & Talent Management Services) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	583,141	428,300
Platform (Creator Subscriptions) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	508,233	306,902
Ecommerce (Tangible products) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	254,724
Affiliate Sales [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	2,640	8,008
Other Revenue [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue		$ 703

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Significant Accounting Policies and Practices (Details) - Schedule of revenue recognition - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of revenue recognition [Abstract]
Products and services transferred over time	$ 1,091,374	$ 735,202
Products and services transferred at a point in time	257,364	8,711
Revenue recognition	$ 1,348,738	$ 743,913

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	10,482,554	8,673,469
Warrants [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	8,591,206	6,273,778
Convertible notes [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total		49,629
Options [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	1,891,348	2,350,062

Going Concern (Details) $ in Millions	3 Months Ended
Going Concern (Details) $ in Millions	Mar. 31, 2022 USD ($)
Going Concern [Abstract]
Accumulated deficit	$ 116.0
Net loss	6.9
Net cash used in operating activities	$ 5.1

Inventory (Details) - Schedule of inventory - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of inventory [Abstract]
Raw Materials	$ 16,904
Packaging	20,342	$ 2,907
Finished goods	399,735	103,496
Total	$ 436,981	$ 106,403

Property and Equipment (Details) - USD ($)	3 Months Ended
Property and Equipment (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 8,386	$ 10,047

Property and Equipment (Details) - Schedule of property and equipment stated at cost, less accumulated depreciation and amortization - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 512,679	$ 467,753
Less: Accumulated Depreciation	(373,200)	(364,814)
Property and Equipment, Net	139,479	102,939
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	376,436	353,880
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	124,787	102,416
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,456	$ 11,457

Notes Payable (Details)		1 Months Ended	3 Months Ended
Notes Payable (Details)	Sep. 11, 2019 USD ($)	Feb. 22, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 AUD ($)	Mar. 07, 2022 USD ($)	Mar. 03, 2022 USD ($)	Dec. 14, 2021 USD ($)	Dec. 14, 2021 AUD ($)	Dec. 03, 2021 USD ($)	Feb. 22, 2021 USD ($)	Feb. 22, 2021 AUD ($)	Jun. 30, 2020 USD ($)	Apr. 30, 2020 USD ($)
Notes Payable (Details) [Line Items]
Promissory note												$ 660,000
Principal amount						$ 660,000
Accrued interest			$ 490			139,000
Unpaid interest			4,605
Repaid amount			228,164
Interest payment			$ 1,496
Maturity date			Apr. 16, 2022
The Second December 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest				$ 15,123
The First February 2022 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest				$ 3,158
Choice Purchase Agreement [Member]
Notes Payable (Details) [Line Items]
Notes conversion, description			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.
Seller’s Choice Note [Member]
Notes Payable (Details) [Line Items]
Principal amount	$ 660,000
Increase in interest rate	5.00%
Interest rate			30.00%	30.00%
The First March 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note						799,000
The Second March 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note						$ 147,256
The April 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Principal amount													$ 282,432
The May 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
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 June 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note									$ 191,975
Interest rate									9.00%
Unpaid interest			$ 44,725
The First December 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Notes conversion, description			The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due.
Promissory note					$ 293,888
The October 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note							$ 329,127	$ 438,096
Interest rate							14.00%	14.00%
The July 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Notes conversion, description			The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due.
Promissory note		$ 37,163
The February 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Notes conversion, description			The maturity date of the First February 2022 Note is June 30, 2022 (the “First February 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First February 2022 Loan Agreement are due. The loan is secured by the Australian research & development credit.
Promissory note										$ 159,223	$ 222,540
Interest rate										14.00%	14.00%
The April 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note		$ 337,163
Interest rate		11.00%
Converted amount		$ 37,425
The Second December 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Promissory note			$ 50,000
Principal amount			$ 15,724
Percentage of interest rate			5.00%	5.00%

Notes Payable (Details) - Schedule of notes payable - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding principal, Total	$ 1,229,612	$ 1,358,211
Less: Debt Discount	(42,620)	(15,547)
Less: Debt Issuance Costs
Outstanding Principal, Total	1,186,992	1,342,664
Less: Current Debt	(1,151,087)	(1,278,672)
Total Long-Term Debt	35,905	63,992
The April 2020 PPP Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 198,577	198,577
Interest Rate	1.00%
Maturity Date, Description	May 2022
The First December 2021 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 140,931	185,655
Interest Rate	10.00%
Maturity Date, Description	June 2023
The Second December 2021 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 323,094	313,979
Interest Rate	14.00%
Maturity Date, Description	June 2022
The First February 2022 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 337,163
Maturity Date, Description	June 2023
The Second February 2022 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 164,123
Interest Rate	14.00%
Maturity Date, Description	June 2022
First Denver Bodega LLC Loan [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 50,000
Second Denver Bodega LLC Loan [Member]
Debt Instrument [Line Items]
Outstanding principal, Total	$ 15,724
Seller’s Choice Note [Member]
Debt Instrument [Line Items]
Outstanding principal, Total		$ 660,000
Interest Rate	30.00%
Maturity Date, Description	September 2020

Convertible Notes Payable (Details) - USD ($)		3 Months Ended
Convertible Notes Payable (Details) - USD ($)	Jul. 06, 2020	Mar. 31, 2022
Convertible Notes Payable (Details) [Line Items]
Debt discount		$ 15,850
Debt issuance costs		3,000
Derivative liability		100,532
Converted of principal amount		168,850
Interest amount		$ 4,605
Shares of common stock (in Shares)		109,435
Unamortized debt discount		$ 96,803
The July 2021 Convertible Loan Agreement [Member]
Convertible Notes Payable (Details) [Line Items]
Promissory notes	$ 168,850
Note accrues interest rate	6.00%
Common stock, par value (in Dollars per share)	$ 0.001
Conversion shares percentage	75.00%

Related Party (Details) - USD ($)	3 Months Ended
Related Party (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Related Party Transactions [Abstract]
Invested amount	$ 421,001
Shares of common stock (in Shares)	240,571
Warrants to purchase common stock (in Shares)	240,571
Amount paid for living expenses	$ 35,637	$ 20,082

Derivative Liabilities (Details)	3 Months Ended
Derivative Liabilities (Details)	Mar. 31, 2022
Derivative Liability [Abstract]
Expected dividend yield, percentage	0.00%

Derivative Liabilities (Details) - Schedule of changes in the derivative liabilities	3 Months Ended
	Mar. 31, 2022 USD ($)
Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2022
Addition
Changes in fair value
Extinguishment
Derivative liabilities as March 31, 2022
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2022
Addition
Changes in fair value
Extinguishment
Derivative liabilities as March 31, 2022
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2022
Addition	100,532
Changes in fair value	(3,729)
Extinguishment	(96,803)
Derivative liabilities as March 31, 2022

Stockholders’ Equity (Details) - USD ($)					1 Months Ended		3 Months Ended
Stockholders’ Equity (Details) - USD ($)	Mar. 07, 2022	Mar. 01, 2022	Jan. 06, 2022	Jan. 01, 2022	Feb. 24, 2022	Dec. 31, 2018	Mar. 31, 2022	Mar. 30, 2022
Stockholders’ Equity (Details) [Line Items]
Shares of capital stock (in Shares)							120,000,000
Designated of common stock shares (in Shares)							100,000,000
Common stock, par value (in Dollars per share)	$ 1,519,857						$ 0.001
Designated of preferred stock (in Shares)							20,000,000
Preferred stock, par value (in Dollars per share)							$ 0.001
Shares issued and outstanding (in Shares)							500
Fair value of services								$ 863
Share based payments							$ 33,110
Gross proceeds	$ 2,659,750
Aggregate common stock shares (in Shares)	1,519,857
Exercise price (in Dollars per share)	$ 1.75
Restricted common stock issued							$ 75,000
Restricted common stock (in Shares)								731
Grant options (in Shares)						11,667
Fair value						$ 57,123
Unvested employee options, description							As of March 31, 2022, there was $1,649,068 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 0.89 year.
Additional warrants (in Shares)							67,173
Deemed dividend							$ 81,728
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Restricted common stock issued, shares (in Shares)			8,850	8,590	50,000
Restricted common stock issued to settle liabilities, value				$ 20,297
Gain/Loss on settlement of vendor liabilities				$ 369
Fair value of services			$ 19,736
Fair value exchange services					$ 69,000
Stock Option [Member]
Stockholders’ Equity (Details) [Line Items]
Stock option							$ 1,027,083
Series E Convertible Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)							$ 1,000
Designated shares							$ 8,000
Price per share (in Dollars per share)							$ 4.12
Securities purchase agreements [Member]
Stockholders’ Equity (Details) [Line Items]
Securities purchase agreement, description		the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. The Company has recorded $40,000 to stock issuance costs, which are part of Additional Paid-in Capital.

Stockholders’ Equity (Details) - Schedule of the stock option activity	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Schedule of the stock option activity [Abstract]
Options beginning balance \| shares	2,902,619
Weighted Average Exercise Price, beginning balance \| $ / shares	$ 7.07
Weighted Average Remaining Contractual Life (in years), beginning balance	4 years 8 months 15 days
Options, Granted \| shares
Weighted Average Exercise Price, Granted \| $ / shares
Weighted Average Remaining Contractual Life (in years), Granted
Options, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Weighted Average Remaining Contractual Life (in years), Exercised
Options, Forfeited/Cancelled \| shares	(19,093)
Weighted Average Exercise Price, Forfeited/Cancelled \| $ / shares	$ 15.36
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled
Options outstanding, ending balance \| shares	2,883,526
Weighted Average Exercise Price outstanding, ending balance \| $ / shares	$ 7.02
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance	4 years 5 months 23 days
Options, exercisable \| shares	1,891,348
Weighted Average Exercise Price, exercisable \| $ / shares	$ 7.6
Weighted Average Remaining Contractual Life (in years), exercisable	4 years 3 months 7 days

Stockholders’ Equity (Details) - Schedule of option outstanding and option exercisable	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Schedule of option outstanding and option exercisable [Abstract]
Option Outstanding, Exercise price \| $ / shares	$ 7.02
Option Outstanding, Number Outstanding \| shares	2,883,526
Option Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 5 months 23 days
Option Exercisable, Weighted Average Exercise Price \| $ / shares	$ 7.6
Option Exercisable, Number Exercisable \| shares	1,891,348
Option Exercisable, Weighted Average Remaining Contractual Life (in years)	4 years 3 months 7 days

Stockholders’ Equity (Details) - Schedule of warrant activity	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant, outstanding beginning balance \| shares	5,658,830
Warrant, Granted \| shares	2,988,487
Warrant, Exercised \| shares
Warrant, Forfeited/Cancelled \| shares	(13,611)
Warrant, outstanding ending balance \| shares	8,633,706
Warrant, exercisable \| shares	8,591,206
Weighted Average Exercise Price [Member]
Class of Warrant or Right [Line Items]
Weighted Average Exercise Price, beginning balance \| $ / shares	$ 4.98
Weighted Average Exercise Price, Granted \| $ / shares	2.12
Weighted Average Exercise, Exercised \| $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled \| $ / shares	12
Weighted Average Exercise Price, outstanding ending balance \| $ / shares	3.82
Weighted Average Exercise Price, exercisable \| $ / shares	$ 3.81

Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Warrants Outstanding [Member]
Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable [Line Items]
Warrants Outstanding, Exercise price	$ 3.82
Warrants Outstanding, Number Outstanding (in Shares) \| shares	8,633,706
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 3 days
Warrants Exercisable [Member]
Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable [Line Items]
Warrants Outstanding, Weighted Average Exercise Price	$ 3.81
Warrants Exercisable, Number Exercisable (in Shares) \| shares	8,591,206
Warrants Exercisable, Weighted Average Exercise Price	$ 4.01

Commitments and Contingencies (Details) - USD ($)		1 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jan. 04, 2021	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Settlement amount		$ 799,000
Principal amount		660,000
Accrued interest		$ 139,000
Stockholders’ equity requirement, description	(i) $5 million stockholders’ equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b), (ii) the $2.5 million stockholders’ equity requirement or any of the alternatives for continued listing pursuant to Nasdaq Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq Listing Rule 5250(a)(1).

Acquisitions (Details)	Mar. 07, 2022 $ / shares
Asset Acquisition [Abstract]
Purchase price per share	$ (1)

Acquisitions (Details) - Schedule of components of the purchase price	Mar. 31, 2022 USD ($)
Denver Bodega, LLC [Member]
Purchase price:
Cash paid to seller	$ 1
Total purchase price	1
Assets acquired:
Cash	44,977
Accounts Receivable	2,676
Inventory	194,365
Total assets acquired	242,018
Liabilities assumed:
Accounts payable and accrued expenses	127,116
Notes payable	293,888
Total liabilities assumed	421,004
Net liabilities acquired	(178,986)
Denver Bodega, LLC [Member] \| Excess Purchase Price [Member]
Liabilities assumed:
Excess purchase price	178,987
Denver Bodega, LLC [Member] \| Goodwill [Member]
Liabilities assumed:
Excess purchase price	8,950
Denver Bodega, LLC [Member] \| Trade Names & Trademarks [Member]
Liabilities assumed:
Excess purchase price	8,949
Denver Bodega, LLC [Member] \| Know-How and Intellectual Property [Member]
Liabilities assumed:
Excess purchase price	107,392
Denver Bodega, LLC [Member] \| Website [Member]
Liabilities assumed:
Excess purchase price	8,949
Denver Bodega, LLC [Member] \| Customer Relationships [Member]
Liabilities assumed:
Excess purchase price	44,747
Plant Camp LLC [Member]
Liabilities assumed:
Excess purchase price	$ 178,987

Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Plant Camp LLC [Member]
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items]
Revenues	$ 1,482,270
Net loss attributable to common shareholders	$ (6,352,445)
Net loss per share (in Dollars per share)	$ (0.36)
Weighted average number of shares outstanding (in Shares)	17,707,951
WHE Agency, Inc. [Member]
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items]
Revenues		$ 1,143,732
Net loss attributable to common shareholders		$ (6,592,675)
Net loss per share (in Dollars per share)		$ (0.66)
Weighted average number of shares outstanding (in Shares)		10,060,946

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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