Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 14, 2021
Document Information Line Items
Entity Registrant Name	Creatd, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,989,566
Amendment Flag	false
Entity Central Index Key	0001357671
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	001-39500
Entity Incorporation, State or Country Code	NV
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash	$ 2,802,772	$ 7,906,782
Accounts receivable, net	151,729	90,355
Prepaid expenses and other current assets	566,727	23,856
Total Current Assets	3,521,228	8,020,993
Property and equipment, net	58,849	56,258
Intangible assets	929,459	960,611
Goodwill	1,035,795	1,035,795
Deposits and other assets	291,836	191,836
Marketable securities	62,733	62,733
Minority investment in businesses	317,096	217,096
Operating lease right of use asset	219,449	239,158
Total Assets	6,436,445	10,784,480
Current Liabilities
Accounts payable and accrued liabilities	1,849,136	2,638,688
Derivative liabilities	344,404	42,231
Share liability	187,500
Convertible Notes, net of debt discount and issuance costs	239,544	897,516
Current portion of operating lease payable	87,912	79,816
Note payable - related party, net of debt discount	5,397
Note payable, net of debt discount and issuance costs	1,423,995	1,221,539
Deferred revenue	148,760	88,637
Total Current Liabilities	4,286,648	4,968,427
Non-current Liabilities:
Note payable	54,298	213,037
Operating lease payable	130,303	157,820
Total Non-current Liabilities	184,601	370,857
Total Liabilities	4,471,249	5,339,284
Commitments and contingencies
Stockholders’ Equity
Series E Preferred stock, $0.001 par value: 20,000,000 shares authorized; 1,088 and 7,738 shares issued and outstanding, respectively	1	8
Common stock par value $0.001: 100,000,000 shares authorized; 10,925,026 issued and 10,915,676 outstanding as of March 31, 2021 and 8,736,378 issued and 8,727,028 outstanding as of December 31, 2020	10,925	8,737
Additional paid in capital	80,633,380	77,505,013
Subscription receivable		(40,000)
Accumulated deficit	(78,572,159)	(71,928,922)
Accumulated other comprehensive income	(44,545)	(37,234)
Less: Treasury stock, 5,657 and 5,657 shares, respectively	(62,406)	(62,406)
Total Stockholders' Deficit	1,965,196	5,445,196
Total Liabilities and Stockholders’ Equity	$ 6,436,445	$ 10,784,480

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, shares outstanding	7,738	7,738
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,925,026	10,915,676
Common stock, shares outstanding	10,925,026	10,915,676
Treasury stock, shares	5,657	5,657
Series E Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	20,000,000	20,000,000
Preferred stock, shares outstanding	1,088	1,088

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net revenue	$ 743,913	$ 293,142
Gross margin	743,913	293,142
Operating expenses
Research and development	328,852	135,570
General and administrative	6,361,058	1,983,521
Total operating expenses	6,689,910	2,119,091
Loss from operations	(5,945,997)	(1,825,949)
Other income (expenses)
Other income		63,556
Interest expense	(198,671)	(375,530)
Accretion of debt discount and issuance cost	(497,165)	(186,947)
Derivative expense	(100,502)
Change in fair value of derivative liability	(197,389)
Settlement of vendor liabilities	92,909	(126,087)
Gain (loss) on extinguishment of debt	203,578	(535,040)
Other expenses, net	(697,240)	(1,160,048)
Loss before income tax provision	(6,643,237)	(2,985,997)
Income tax provision
Net loss	(6,643,237)	(2,985,997)
Deemed dividend
Inducement expense
Net loss attributable to common shareholders	(6,643,237)	(2,985,997)
Comprehensive loss
Net loss	(6,643,237)	(2,985,997)
Currency translation gain (loss)	(7,311)	(9,239)
Comprehensive loss	$ (6,650,548)	$ (2,995,236)
Per-share data
Basic and diluted loss per share (in Dollars per share)	$ (0.68)	$ (0.96)
Weighted average number of common shares outstanding (in Shares)	9,836,443	3,101,387

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Series E Preferred Stock	Common Stock	Treasury stock	Additional Paid In Capital	Subscription Receivable	Accumulated Deficit	Other Comprehensive Income	Total
Balance at Dec. 31, 2019		$ 3,060	$ (367,174)	$ 36,391,818		$ (44,580,437)	$ (5,995)	$ (8,558,728)
Balance (in Shares) at Dec. 31, 2019		3,059,646	(159,850)
Shares issued with notes payable		$ 3		31,635				31,638
Shares issued with notes payable (in Shares)		2,683
Shares issued for services		$ 50		584,950				585,000
Shares issued for services (in Shares)		50,000
Shares issued to settle vendor liabilities		$ 23		235,612				235,635
Shares issued to settle vendor liabilities (in Shares)		23,565
Conversion of warrants to stock		$ 5		5,767				5,772
Conversion of warrants to stock (in Shares)		5,000
Stock warrants issued with note payable				504,856				504,856
Foreign currency translation adjustments							(9,239)	(9,239)
Net loss						(2,985,997)		(2,838,498)
Balance at Mar. 31, 2020		$ 3,141	$ (367,174)	37,754,638		(47,566,434)	(15,234)	(10,191,063)
Balance (in Shares) at Mar. 31, 2020		3,140,894	(159,850)
Balance at Dec. 31, 2020	$ 8	$ 8,737	$ (62,406)	77,505,013	$ (40,000)	(71,928,922)	(37,234)	5,445,196
Balance (in Shares) at Dec. 31, 2020	7,738	8,736,378	(5,657)
Stock based compensation		$ 112		1,345,803				1,345,915
Stock based compensation (in Shares)		112,261
Shares issued for prepaid services		$ 40		191,960				192,000
Shares issued for prepaid services (in Shares)		40,000
Shares issued to settle vendor liabilities		$ 45		181,341				181,386
Shares issued to settle vendor liabilities (in Shares)		44,895
Common stock issued upon conversion of notes payable		$ 65		142,735				142,800
Common stock issued upon conversion of notes payable (in Shares)		65,328
Exercise of warrants to stock		$ 302		1,272,370				1,272,672
Exercise of warrants to stock (in Shares)		302,434
Cash received for preferred series E and warrants				(4,225)	$ 40,000			35,775
Cash received for preferred series E and warrants (in Shares)	40
Conversion of preferred series E to stock	$ (7)	$ 1,624		(1,617)
Conversion of preferred series E to stock (in Shares)	(6,690)	1,623,730
Foreign currency translation adjustments							(7,311)	(7,311)
Net loss						(6,643,237)		(6,643,237)
Balance at Mar. 31, 2021	$ 1	$ 10,925	$ (62,406)	$ 80,633,380		$ (78,572,159)	$ (44,545)	$ 1,965,196
Balance (in Shares) at Mar. 31, 2021	1,088	10,925,026	(5,657)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,643,237)	$ (2,985,997)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	41,199	38,246
Accretion of debt discount and issuance cost	497,165	186,947
Share-based compensation	1,570,239	392,143
Settlement of vendor liabilities	(92,908)	126,087
Change in fair value of derivative liability	197,389
Derivative expense	100,502
Loss on extinguishment of debt	(203,578)	535,040
Non cash lease expense	19,709	17,385
Changes in operating assets and liabilities:
Prepaid expenses	(391,918)
Accounts receivable	(61,374)	(20,273)
Deferred revenue	60,123	(6,681)
Accounts payable and accrued expenses	(370,528)	418,340
Operating lease liability	(19,421)	(16,100)
Net Cash Used In Operating Activities	(5,296,638)	(1,314,863)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment	(12,637)
Deposits	(100,000)
Cash paid for minority investment in business	(100,000)
Net Cash Used In Investing Activities	(212,637)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrant	1,312,672
Net proceeds from issuance of notes	85,500	303,000
Repayment of notes	(43,716)	(40,000)
Proceeds from issuance of demand loan		100,000
Proceeds from issuance of convertible note		1,172,610
Repayment of convertible notes	(941,880)	(75,000)
Proceeds from issuance of note payable - related party		152,989
Repayment of note payable - related party		(180,273)
Purchase of treasury stock and warrants		(2,500)
Net Cash Provided By Financing Activities	412,576	1,430,826
Effect of exchange rate changes on cash	(7,311)	(9,239)
Net Change in Cash	(5,104,010)	106,724
Cash - Beginning of Year	7,906,782	11,637
Cash - End of period	2,802,772	118,361
Cash Paid During the Year for:
Income taxes
Interest	55,276	38,086
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of vendor liabilities for common stock	168,667	37,500
Warrants issued with debt		504,295
Shares issued with debt		32,200
Issuance of common stock for prepaid services	155,178	585,000
Conversion of note payable and interest into convertible notes		385,000
Conversion of Demand loan into notes payable		150,000
Deferred offering costs	4,225
Common stock issued upon conversion of notes payable	$ 142,800

Organization and Operations

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Organization and Operations

Note 1 – Organization and Operations

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

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

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

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

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

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

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

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

Significant Accounting Policies and Practices

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies and Practices

Note 2 – Significant Accounting Policies and Practices

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

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, 2021 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2020 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.

Actual results could differ from those estimates.

Principles of consolidation

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

As of March 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100	%
Abacus Tech Pty Ltd	Australia		100	%
Seller’s Choice, LLC	New Jersey		100	%
Jerrick Global, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

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

●

Level 1 – quoted prices in active markets for identical investments

●

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

●

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

The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at March 31, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

March 31, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities - debt securities	$	62,733	$	-	$	-	$	62,733
Total assets	$	62,733	$	-	$	-	$	62,733

Liabilities:
Derivative liabilities	$	344,404	$	-	$	-	$	344,404
Total Liabilities		344,404	$	-	$	-	$	344,404

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of March 31, 2021:

	Fair Value		Valuation Methodology	Unobservable Inputs
Marketable securities - debt securities	$	62,733	Discounted cash flow analysis	Expected cash flows from the investment

Derivative liabilities	$	344,404	Monte Carlo simulations and Binomial model	Risk free rate
				Expected volatility
				Drift rate

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

Fair Value Measurements as of

March 31, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	317,096	$	-	$	-	$	317,096
Total assets	$	317,096	$	-	$	-	$	317,096

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of March 31, 2021:

		Fair Value				Valuation Methodology			Unobservable Inputs
Equity investments, at cost		$	317,096			Qualitative assessment per ASC 321-10-35			Qualitative factors

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

Marketable debt securities as of March 31, 2021 are as follows:

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

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder’s Equity for the three months ended March 31, 2021 and 2020 was $0 and $0, respectively.

The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. During the three months ended March 31, 2021 the Company recognized a $0 credit loss on debt marketable securities.

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of March 31, 2021, and December 31, 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of March 31, 2021 was approximately $2.6 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the three months ended March 31, 2021.

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

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

Investments

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

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

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

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

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

	For the three months ended March 31, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		-
Conversion of marketable securities		-
March 31, 2021	$	62,733

We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of March 31, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable.

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

	For the Three Months ended March 31, 2021
	Total
Beginning of period	$	217,096
Purchase of equity investments		100,000
Conversion of marketable securities		-
March 31, 2021	$	317,096

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

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

Commitments and Contingencies

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

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

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

Foreign Currency

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

Derivative Liability

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

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

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

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

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

Revenue Recognition

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

We determine revenue recognition through the following steps:

●

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

●

identification of the performance obligations in the contract;

●

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

●

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

●

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

Revenue disaggregated by revenue source for the three months ended March 31, 2021 and 2020 consists of the following:

	Three Months Ended March 31,
	2021		2020
Agency (Managed Services + Branded Content)	$	428,300	$	248,251
Platform (Creator Subscriptions)		306,902		35,962
Affiliate Sales		8,008		8,149
Other Revenue		703		780
	$	743,913	$	293,142

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

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

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

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

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

	●	Most billing for contracts occurs 50% at signing and 50% upon completion of the services, with net payment terms varying per client.

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

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 occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

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

Affiliate Sales 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.

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of March 31, 2021 and December 31, 2020, the Company had deferred revenue of $148,760 and $88,637, respectively.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the three months ended March 31, 2021 the Company recorded $997 as a bad debt expense. As of March 31, 2021 and December 31, 2020, the Company has an allowance for doubtful accounts of $81,506 and $80,509, respectively.

Stock-Based Compensation

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

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

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

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period, using the cliff straight-line method. 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, 2021 and 2020 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, 2021 and 2020:

	March 31,
	2021		2020
Options		2,350,062		303,833
Warrants		6,273,778		268,660
Convertible notes - related party		-		1,855
Convertible notes		49,629		430,084
Totals		8,673,469		1,004,432

Recently Adopted Accounting Guidance

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s 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. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

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

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

Going Concern

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [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, 2021, the Company had an accumulated deficit of $78.6 million, a net loss of $6.6 million and net cash used in operating activities of $5.3 million for the reporting period then ended. The Company is in default on debentures as of the date of this filing. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

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

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

The 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.

Equity investments, at cost

3 Months Ended

Mar. 31, 2021

Investment Holdings [Abstract]

Equity investments, at cost

Note 4 - Equity investments, at cost

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

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

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

On October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for $115,000. On February 17, 2021 the Company entered into a membership interest purchase agreement whereas the Company purchased another 3.3% ownership of a private company for $100,000.

Notes Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Notes Payable

Note 5 – Notes Payable

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

	Outstanding Principal as of
	March 31, 2021			December 31, 2020			Interest Rate			Maturity Date
Seller’s Choice Note	$	660,000		$	660,000			30	%	September 2020
The May 2020 PPP Loan Agreement		412,500			412,500			1	%	April 2022
The April 2020 PPP Loan Agreement		262,432			282,432			1	%	May 2022
The October 2020 Loan Agreement		57,273			55,928			14	%	July 21
The November 2020 Loan Agreement		-			23,716			14	%	May 2021
The February 2021 Loan Agreement		86,089			-			14	%	July 21
		1,478,293			1,434,576
Less: Debt Discount		-			-
Less: Debt Issuance Costs		-			-
		1,478,293			1,434,576
Less: Current Debt		(1,423,995	)		(1,221,539	)
Total Long-Term Debt	$	54,298		$	213,037

As of March 31, 2021, if PPP loans payable are not forgiven, remaining scheduled principal payments due on notes payable are as follows:

Twelve months ended March 31,
2021	$	1,423,995
2022		54,298
	$	1,478,293

Seller’s Choice Note

On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC (see Note 4). As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of March 31, 2021 the Company is in default on the Seller’s Choice note.

During the three months ended March 31, 2021 the Company accrued interest of $48,822.

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, 2021, the Company accrued interest of $696.

During the three months ended March 31, 2021, the Company repaid $20,000 in principal.

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

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

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

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

The May 2020 PPP Loan Agreement

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

During the three months ended March 31, 2021, the Company accrued interest of $1,017.

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

The October 2020 Loan Agreement

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

During the three months ended March 31, 2021 the Company accrued A$2565 in interest.

The November 2020 Loan Agreement

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

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

The February 2021 Loan Agreement

On February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of A$111,683 AUD or $86,089 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.

During the three months ended March 31, 2021 the Company accrued A$1,499 in interest.

Convertible Note Payable

3 Months Ended

Mar. 31, 2021

Convertible Note Payable [Abstract]

Convertible Note Payable

Note 6 – Convertible Note Payable

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

	Outstanding Principal as of													Warrants granted
	March 31, 2021			December 31, 2020			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The September 2020 convertible Loan Agreement		-			341,880			12	%	$	-	(*)	September 2021		85,555		5
The October 2020 convertible Loan Agreement		169,400			169,400			6	%	$	-	(*)	October 2021		-		-
The First December 2020 convertible Loan Agreement		-			600,000			12	%	$	-	(*)	December 2021		-		-
The Second December 2020 convertible Loan Agreement		169,400			169,400			6	%	$	-	(*)	December 2021		-		-
		338,800			1,280,680
Less: Debt Discount		(94,226	)		(309,637	)
Less: Debt Issuance Costs		(5,030	)		(73,527	)
		239,544			897,516
Less: Current Debt		(239,544	)		(897,516	)
Total Long-Term Debt	$	-		$	-

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

The First July 2020 Convertible Loan Agreement

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

Upon default or 180 days after issuance the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.t

During the three months ended March 31, 2021 the First July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of First July 2020 Note gave rise to a derivative liability of $112,743. The Company recorded $68,000 as a debt discount and $44,743 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

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

The August 2020 Convertible Loan Agreement

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

Upon default or 180 days after issuance the August 2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.

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

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

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

The September 2020 Convertible Loan Agreement

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

Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.

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

During the three months ended March 31, 2021 the Company repaid $341,880 in principal and $46,200 in interest.

The October 2020 Convertible Loan Agreement

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

Upon default or 180 days after issuance the October 2020 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.

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

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

22

The First December 2020 convertible Loan Agreement

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

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

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

During the three months ended March 31, 2021 the Company repaid $600,000 in principal and $4,340 in interest.

The Second December 2020 Convertible Loan Agreement

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

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

The Company recorded a $18,900 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

Related Party

3 Months Ended

Mar. 31, 2021

Related Party

Note 7 – Related Party

Notes payable

Notes payable – related party as of March 31, 2021 and December 31, 2020 is as follows:

	Outstanding Principal as of										Warrants granted
	March 31, 2021			December 31, 2020			Interest Rate			Maturity Date	Quantity		Exercise Price
The September 2020 Goldberg Loan Agreement		16,705			16,705			7	%	September 2022		-		-
The September 2020 Rosen Loan Agreement		3,295			3,295			7	%	September 2022		-		-
		20,000			20,000
Less: Debt Discount		(14,603	)		(17,068	)
Less: Debt Issuance Costs		-			-
		5,397			2,932
Less: Current Debt		(5,397	)		(2,932	)
	$	-		$	-

The September 2020 Goldberg Loan Agreement

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

Since the September 2020 Goldberg Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 11) have a value equal to or less than $7,737,594 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference between the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature gave rise to a derivative liability of $2,557,275, of which $2,540,570 was recorded as a loss on extinguishment of debt and $16,705 as a debt discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. The derivative liability is marked to market as of March 31, 2021, and the change in derivative liability is recorded on Condensed Consolidated Statements of Comprehensive Loss. See note 8.

During the three months ended March 31, 2021 the Company accrued interest of $288.

The September 2020 Rosen Loan Agreement

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

Since the September 2020 Rosen Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 11) have a value equal to or less than $554,924 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative liability of $504,413, of which $501,118 was recorded as a loss on extinguishment of debt and $3,295 as a debt discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. The derivative liability is marked to market as of March 31, 2021, and the change in derivative liability is recorded on Condensed Consolidated Statements of Comprehensive Loss. See note 8.

During the three months ended March 31, 2021 the Company accrued interest of $57.

Officer compensation

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

Derivative Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 8 – Derivative Liabilities

The Company has identified derivative instruments arising from a make-whole feature in the Company’s notes payable at March 31, 2021. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 7. The Company has also identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable at March 31, 2021. 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, 2021.

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

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the GBM model 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, 2021.

	Three Months Ended March 31, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2021	$	-	$	-	$	42,231
Addition		-		-		308,362
Extinguishment						(203,578	)
Changes in fair value		-		-		197,389
Derivative liabilities as March 31, 2021	$	-	$	-	$	344,404

Stockholders’ Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 9 – Stockholders’ Equity

Shares Authorized

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

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

Preferred Stock

Series E Convertible Preferred Stock

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

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

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

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

During the three months ended March 31, 2021, investors converted 6,690 shares of the Company’s Series E Convertible Preferred Stock into 1,623,730 shares of the Company’s common stock.

Common Stock

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

On January 20, 2021, the Company issued 40,000 shares of its restricted common stock to consultants in exchange for a year of services at a fair value of $192,000. 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, 2021 the Company recorded $36,822 to share based payments.

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

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

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

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

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

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

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

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

Stock Options

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

The assumptions used for options granted during the three months ended March 31, 2021 are as follows:

	March 31, 2021
Exercise price	$	2.55 – 14.10
Expected dividends		0	%
Expected volatility		223.15 – 242.98	%
Risk free interest rate		0.46 – 0.98	%
Expected life of option		5 - 7 years

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

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2020 – outstanding		541,021			12.75		4.29
Granted		1,812,375			6.39		6.22
Exercised		-			-		-
Cancelled/Modified		(3,334	)		15.00		-
Balance – March 31, 2021 – outstanding		2,350,062			7.84		5.37
Balance – March 31, 2021 – exercisable		145,834		$	23.97		1.55

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)
$	7.84		2,350,062		5.37		23.97		145,834		1.55

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

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $818,612, for the three months ended March 31, 2021.

As of March 31, 2021, there was $7,807,672 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.4 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 – December 31, 2020 – outstanding		6,130,948			4.96
Granted		486,516			5.13
Exercised		(333,130	)		4.69
Cancelled/Modified		(10,556	)		24.00
Balance – March 31, 2021 – outstanding		6,273,778			4.96
Balance – March 31, 2021 – exercisable		6,273,778		$	4.96

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	4.96		6,273,778		4.52		4.96		6,273,778		4.52

During the three months ended March 31, 2021, the Company issued 302,404 shares of common stock to a certain warrant holder upon the exercise of a warrant to purchase 333,130 shares of common stock. The Company received $1,272,672 in connection with the exercise of a warrant.

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

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

On February 4, 2021 the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance. The $62,500 worth of Common Stock is based on the closing price on the last day of the quarter. Since the shares are based on a variable number of shares in a future period the Company classified this grant as a liability in accordance with ASC 480.

A summary of the activity related to RSUs for the three months ended March 31, 2021is presented below:

Restricted stock units (RSUs)	Total shares		Grant date fair value
RSAs non-vested at January 1, 2021	-		$-
RSAs granted		55,876		$ 4.30 – 4.32
RSAs vested		-	$	-
RSAs forfeited		-	$	-

RSAs non-vested March 31, 2021		55,876		$ 4.30 – 4.32

Stock-based compensation for RSA’s has been recorded in the consolidated statements of operations and totaled $228,535, for the three months ended March 31, 2021.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

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

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

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

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

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

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

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. After filing the Complaint but prior to our Answer date, Home Revolution moved by order to show cause to have a receiver appointed by the Court to take over Creatd’s operations.

We submitted an opposition, and after oral arguments on August 13, 2020, the Court denied the receiver request in its entirety. We then filed a Motion to Dismiss on August 14, 2020 on a number of grounds, the most significant of which is that this is a simple (alleged) breach of Promissory Note case. Creatd is current on all payments under the Note, and because both parties are New Jersey entities a mere breach of contract and/or collection-based case is not appropriately venued in federal court. Upon receipt of our Motion to Dismiss, Home Revolution submitted an Amended Complaint, presumably in an effort to cure the problems with the Complaint which we identified in the Motion to Dismiss. Home Revolution has subsequently initiated a series of atypical procedures and, as a result, has (without following the Federal Rules of Civil Procedure) moved for both default and to submit yet another newly Amended Complaint (the one precludes the other and vice versa).

After we submitted a motion to clear up the above, the Court reinstated the matter to the docket and permitted Plaintiff to file the Second Amended Complaint (we had no objection). We have filed a motion to dismiss the Second Amended Complaint. That will take some time to be decided. We expect no major event to occur for the next 12 months. Finally, we believe the lawsuit lacks merit and will vigorously challenge the action.

Lease Agreements

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

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

The components of lease expense were as follows:

	Three Months Ended March 31, 2021
Operating lease cost	$	19,709
Short term lease cost		3,714
Total net lease cost	$	23,423

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

	Three Months Ended March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments		26,646

Weighted average remaining lease term (in years):		2.2

Weighted average discount rate:		13	%

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

Twelve Months Ending December 31,
2021	$	82,336
2022		114,627
2023		53,094
Total	$	250,058

Rent expense for the three months ended March 31, 2021 and 2020 was $26,934.30 and $21,358, respectively.

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 11 – Subsequent Events

On May 13, 2021, one of the Company’s vendors issued a credit memo crediting $399,050 for Q1 2021 services.

Subsequent to March 31, 2021, the Company entered into one promissory note agreement with net proceeds of $115,000, and subsequently repaid $28,403 towards the note.

Subsequent to March 31, 2021, the Company entered into convertible promissory notes with three investors for aggregate net proceeds of $3,860,000. The Company issued an aggregate of 1,090,908 warrants with an exercise price of $4.50.

Subsequent to March 31, 2021, a lender converted $169,400 in outstanding debt into 55,631 shares of Common Stock.

Subsequent to March 31, 2021, a total of 43,084 warrants were exercised via cashless exercise, resulting in the cancellation of 43,084 warrants, and the issuance of 18,259 shares of Common Stock.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2020 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

Use of Estimates and Critical Accounting Estimates and Assumptions

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

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

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

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

Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation

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

As of March 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100	%
Abacus Tech Pty Ltd	Australia		100	%
Seller’s Choice, LLC	New Jersey		100	%
Jerrick Global, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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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, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

March 31, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities - debt securities	$	62,733	$	-	$	-	$	62,733
Total assets	$	62,733	$	-	$	-	$	62,733

Liabilities:
Derivative liabilities	$	344,404	$	-	$	-	$	344,404
Total Liabilities		344,404	$	-	$	-	$	344,404

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of March 31, 2021:

	Fair Value		Valuation Methodology	Unobservable Inputs
Marketable securities - debt securities	$	62,733	Discounted cash flow analysis	Expected cash flows from the investment

Derivative liabilities	$	344,404	Monte Carlo simulations and Binomial model	Risk free rate
				Expected volatility
				Drift rate

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

Fair Value Measurements as of

March 31, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	317,096	$	-	$	-	$	317,096
Total assets	$	317,096	$	-	$	-	$	317,096

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of March 31, 2021:

		Fair Value				Valuation Methodology			Unobservable Inputs
Equity investments, at cost		$	317,096			Qualitative assessment per ASC 321-10-35			Qualitative factors

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

Marketable debt securities as of March 31, 2021 are as follows:

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

The change in net unrealized holding gain (loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component of Stockholder’s Equity for the three months ended March 31, 2021 and 2020 was $0 and $0, respectively.

The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. During the three months ended March 31, 2021 the Company recognized a $0 credit loss on debt marketable securities.

Cash Equivalents

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of March 31, 2021, and December 31, 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of March 31, 2021 was approximately $2.6 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the three months ended March 31, 2021.

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

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

Investments

Investments

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

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

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

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

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

	For the three months ended March 31, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		-
Conversion of marketable securities		-
March 31, 2021	$	62,733

We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of March 31, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable.

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

	For the Three Months ended March 31, 2021
	Total
Beginning of period	$	217,096
Purchase of equity investments		100,000
Conversion of marketable securities		-
March 31, 2021	$	317,096

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

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

Commitments and Contingencies

Commitments and Contingencies

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

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

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

Foreign Currency

Foreign Currency

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

Derivative Liability

Derivative Liability

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

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

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

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

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

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:

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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 mille 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, 2021 and 2020 consists of the following:

	Three Months Ended March 31,
	2021		2020
Agency (Managed Services + Branded Content)	$	428,300	$	248,251
Platform (Creator Subscriptions)		306,902		35,962
Affiliate Sales		8,008		8,149
Other Revenue		703		780
	$	743,913	$	293,142

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

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

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

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

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

	●	Most billing for contracts occurs 50% at signing and 50% upon completion of the services, with net payment terms varying per client.

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

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 occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

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

Affiliate Sales 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.

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of March 31, 2021 and December 31, 2020, the Company had deferred revenue of $148,760 and $88,637, respectively.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the three months ended March 31, 2021 the Company recorded $997 as a bad debt expense. As of March 31, 2021 and December 31, 2020, the Company has an allowance for doubtful accounts of $81,506 and $80,509, respectively.

Stock-Based Compensation

Stock-Based Compensation

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

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

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

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period, using the cliff straight-line method. 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, 2021 and 2020 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, 2021 and 2020:

	March 31,
	2021		2020
Options		2,350,062		303,833
Warrants		6,273,778		268,660
Convertible notes - related party		-		1,855
Convertible notes		49,629		430,084
Totals		8,673,469		1,004,432

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s 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. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

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

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

Significant Accounting Policies and Practices (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100	%
Abacus Tech Pty Ltd	Australia		100	%
Seller’s Choice, LLC	New Jersey		100	%
Jerrick Global, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%

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

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities - debt securities	$	62,733	$	-	$	-	$	62,733
Total assets	$	62,733	$	-	$	-	$	62,733

Liabilities:
Derivative liabilities	$	344,404	$	-	$	-	$	344,404
Total Liabilities		344,404	$	-	$	-	$	344,404

	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	$	317,096	$	-	$	-	$	317,096
Total assets	$	317,096	$	-	$	-	$	317,096

Schedule of fair value measurement inputs and valuation techniques

	Fair Value		Valuation Methodology	Unobservable Inputs
Marketable securities - debt securities	$	62,733	Discounted cash flow analysis	Expected cash flows from the investment

Derivative liabilities	$	344,404	Monte Carlo simulations and Binomial model	Risk free rate
				Expected volatility
				Drift rate

		Fair Value				Valuation Methodology			Unobservable Inputs
Equity investments, at cost		$	317,096			Qualitative assessment per ASC 321-10-35			Qualitative factors

Schedule of marketable debt securities

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

Schedule of changes in marketable securities

	For the three months ended March 31, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		-
Conversion of marketable securities		-
March 31, 2021	$	62,733

	For the Three Months ended March 31, 2021
	Total
Beginning of period	$	217,096
Purchase of equity investments		100,000
Conversion of marketable securities		-
March 31, 2021	$	317,096

Schedule of revenue disaggregated by revenue

	Three Months Ended March 31,
	2021		2020
Agency (Managed Services + Branded Content)	$	428,300	$	248,251
Platform (Creator Subscriptions)		306,902		35,962
Affiliate Sales		8,008		8,149
Other Revenue		703		780
	$	743,913	$	293,142

Schedule of common stock equivalents

	March 31,
	2021		2020
Options		2,350,062		303,833
Warrants		6,273,778		268,660
Convertible notes - related party		-		1,855
Convertible notes		49,629		430,084
Totals		8,673,469		1,004,432

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of notes payable

	Outstanding Principal as of
	March 31, 2021			December 31, 2020			Interest Rate			Maturity Date
Seller’s Choice Note	$	660,000		$	660,000			30	%	September 2020
The May 2020 PPP Loan Agreement		412,500			412,500			1	%	April 2022
The April 2020 PPP Loan Agreement		262,432			282,432			1	%	May 2022
The October 2020 Loan Agreement		57,273			55,928			14	%	July 21
The November 2020 Loan Agreement		-			23,716			14	%	May 2021
The February 2021 Loan Agreement		86,089			-			14	%	July 21
		1,478,293			1,434,576
Less: Debt Discount		-			-
Less: Debt Issuance Costs		-			-
		1,478,293			1,434,576
Less: Current Debt		(1,423,995	)		(1,221,539	)
Total Long-Term Debt	$	54,298		$	213,037

Scheduled principal payments due on notes payable

Twelve months ended March 31,
2021	$	1,423,995
2022		54,298
	$	1,478,293

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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-Name Accounting Standards Codification
-Topic 835
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
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-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Convertible Note Payable (Tables)

3 Months Ended

Mar. 31, 2021

Convertible Note Payable [Abstract]

Schedule of convertible notes payable

	Outstanding Principal as of													Warrants granted
	March 31, 2021			December 31, 2020			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The September 2020 convertible Loan Agreement		-			341,880			12	%	$	-	(*)	September 2021		85,555		5
The October 2020 convertible Loan Agreement		169,400			169,400			6	%	$	-	(*)	October 2021		-		-
The First December 2020 convertible Loan Agreement		-			600,000			12	%	$	-	(*)	December 2021		-		-
The Second December 2020 convertible Loan Agreement		169,400			169,400			6	%	$	-	(*)	December 2021		-		-
		338,800			1,280,680
Less: Debt Discount		(94,226	)		(309,637	)
Less: Debt Issuance Costs		(5,030	)		(73,527	)
		239,544			897,516
Less: Current Debt		(239,544	)		(897,516	)
Total Long-Term Debt	$	-		$	-

Related Party (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of convertible notes payable - related party

	Outstanding Principal as of										Warrants granted
	March 31, 2021			December 31, 2020			Interest Rate			Maturity Date	Quantity		Exercise Price
The September 2020 Goldberg Loan Agreement		16,705			16,705			7	%	September 2022		-		-
The September 2020 Rosen Loan Agreement		3,295			3,295			7	%	September 2022		-		-
		20,000			20,000
Less: Debt Discount		(14,603	)		(17,068	)
Less: Debt Issuance Costs		-			-
		5,397			2,932
Less: Current Debt		(5,397	)		(2,932	)
	$	-		$	-

Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of changes in the derivative liabilities

	Three Months Ended March 31, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2021	$	-	$	-	$	42,231
Addition		-		-		308,362
Extinguishment						(203,578	)
Changes in fair value		-		-		197,389
Derivative liabilities as March 31, 2021	$	-	$	-	$	344,404

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders’ Equity (Tables) [Line Items]

Schedule of assumptions options granted

	March 31, 2021
Exercise price	$	2.55 – 14.10
Expected dividends		0	%
Expected volatility		223.15 – 242.98	%
Risk free interest rate		0.46 – 0.98	%
Expected life of option		5 - 7 years

Schedule of warrant activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2020 – outstanding		541,021			12.75		4.29
Granted		1,812,375			6.39		6.22
Exercised		-			-		-
Cancelled/Modified		(3,334	)		15.00		-
Balance – March 31, 2021 – outstanding		2,350,062			7.84		5.37
Balance – March 31, 2021 – exercisable		145,834		$	23.97		1.55

Schedule of outstanding and exercisable

Option Outstanding						Option Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)
$	7.84		2,350,062		5.37		23.97		145,834		1.55

Schedule of outstanding and exercisable

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	4.96		6,273,778		4.52		4.96		6,273,778		4.52

Schedule of activity related to RSUs

Restricted stock units (RSUs)	Total shares		Grant date fair value
RSAs non-vested at January 1, 2021	-		$-
RSAs granted		55,876		$ 4.30 – 4.32
RSAs vested		-	$	-
RSAs forfeited		-	$	-

RSAs non-vested March 31, 2021		55,876		$ 4.30 – 4.32

Warrant [Member]

Stockholders’ Equity (Tables) [Line Items]

Schedule of warrant activity

	Warrant			Weighted Average Exercise Price
Balance – December 31, 2020 – outstanding		6,130,948			4.96
Granted		486,516			5.13
Exercised		(333,130	)		4.69
Cancelled/Modified		(10,556	)		24.00
Balance – March 31, 2021 – outstanding		6,273,778			4.96
Balance – March 31, 2021 – exercisable		6,273,778		$	4.96

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease expense

	Three Months Ended March 31, 2021
Operating lease cost	$	19,709
Short term lease cost		3,714
Total net lease cost	$	23,423

Schedule supplemental cash flow and other information related to leases

	Three Months Ended March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments		26,646

Weighted average remaining lease term (in years):		2.2

Weighted average discount rate:		13	%

Schedule of future minimum payments required under the lease

Twelve Months Ending December 31,
2021	$	82,336
2022		114,627
2023		53,094
Total	$	250,058

Organization and Operations (Details) - shares	Feb. 05, 2016	Sep. 11, 2019
Organization and Operations (Details) [Line Items]
Acquired percentage		100.00%
Great Plains Holdings Inc [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash	475,000
Kent Campbell [Member]
Organization and Operations (Details) [Line Items]
Cancelled of common stock	39,091
Series A Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash	33,415
Series B Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash	8,064

Significant Accounting Policies and Practices (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Significant Accounting Policies and Practices (Details) [Line Items]
Other Expenses	$ 0	$ 0
Marketable equity securities	0
Cash excess amounts	250,000
Uninsured cash balance	$ 2,600,000
Description of investments	Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less.
Managed services, description	Contracts are broken into three categories Partners, Monthly Services, and Projects.
Deferred revenue	$ 148,760		$ 88,637
Bad debt expense	997
Allowance for doubtful accounts	$ 81,506		$ 80,509
Minimum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Affiliate sales percentage	2.00%
Maximum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Affiliate sales percentage	20.00%
Subscription Arrangement [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Payment related percentage, description	Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are occasionally subject to promotional discounts. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities	3 Months Ended
	Mar. 31, 2021
Jerrick Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Abacus Tech Pty Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Australia
State or other jurisdiction of incorporation or organization	100%
Seller's Choice [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	New Jersey
State or other jurisdiction of incorporation or organization	100%
Jerrick Global, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Give, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Creatd Partners LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Sci-Fi Shop, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
OG Collection LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
VMENA LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Vocal For Brands, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
Vocal Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%
What to Buy, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of combined affiliate	Delaware
State or other jurisdiction of incorporation or organization	100%

Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis	Mar. 31, 2021 USD ($)
Fair value on recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Marketable securities - debt securities	$ 62,733
Total assets	62,733
Derivative liabilities	344,404
Total Liabilities	344,404
Fair value on non-recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Total assets	317,096
Equity investments, at cost	317,096
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] \| Fair value on recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] \| Fair value on non-recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Total assets
Equity investments, at cost
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] \| Fair value on recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] \| Fair value on non-recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Total assets
Equity investments, at cost
Significant Unobservable Inputs (Level 3) [Member] \| Fair value on recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Marketable securities - debt securities	62,733
Total assets	62,733
Derivative liabilities	344,404
Total Liabilities	344,404
Significant Unobservable Inputs (Level 3) [Member] \| Fair value on non-recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Total assets	317,096
Equity investments, at cost	$ 317,096

Significant Accounting Policies and Practices (Details) - Schedule of fair value measurement inputs and valuation techniques	3 Months Ended
	Mar. 31, 2021 USD ($)
Marketable securities - debt securities [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 62,733
Valuation Methodology	Discounted cash flow analysis
Unobservable Inputs	Expected cash flows from the investment
Derivative liabilities [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 344,404
Valuation Methodology	Monte Carlo simulations and Binomial model
Unobservable Inputs	Risk free rate
Derivative liabilitie One [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	Expected volatility
Derivative liabilities Two [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	Drift rate
Equity investments, at cost [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 317,096
Valuation Methodology	Qualitative assessment per ASC 321-10-35
Unobservable Inputs	Qualitative factors

Significant Accounting Policies and Practices (Details) - Schedule of marketable debt securities - Marketable debt securities [Member]	Mar. 31, 2021 USD ($)
Significant Accounting Policies and Practices (Details) - Schedule of marketable debt securities [Line Items]
Cost	$ 62,733
Unrealized Gains (Loss)
Fair Value	$ 62,733

Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]
Beginning of period		$ 217,096
Purchase of equity investments		100,000
Conversion of marketable securities
March 31, 2021		$ 317,096
Marketable securities - debt securities [Member]
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]
Beginning of period	$ 62,733
Purchase of marketable securities
Interest due at maturity
Other than temporary impairment
Conversion of marketable securities
March 31, 2021	$ 62,733

Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	$ 743,913	$ 293,142
Branded content [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	428,300	248,251
Creator Subscriptions [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	306,902	35,962
Affiliate Sales [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	8,008	8,149
Other revenue [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	$ 703	$ 780

- Definition

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).

+ References

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)
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	8,673,469	1,004,432
Warrants [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	6,273,778	268,660
Options [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	2,350,062	303,833
Convertible notes - related party [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total		1,855
Convertible Debt [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	49,629	430,084

Going Concern (Details) - USD ($)	3 Months Ended
Going Concern (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 78,600,000
Net loss	(6,643,237)	$ (2,838,498)
Net cash used in operating activities	$ 5,300,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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+ Details

Equity investments, at cost (Details) - USD ($)	Feb. 17, 2021	Oct. 23, 2020	Oct. 02, 2020
Investment Holdings [Abstract]
Marketable debt security			$ 102,096
Converted into shares of preferred stock			119,355
Equity investment ownership percentage	3.30%	3.80%	1.30%
Other Ownership Interests, Contributed Capital	$ 100,000	$ 115,000

Notes Payable (Details) - USD ($)	1 Months Ended		3 Months Ended
Notes Payable (Details) - USD ($)	Feb. 24, 2021	Oct. 06, 2020	Mar. 31, 2021	Mar. 31, 2020	Nov. 24, 2020	May 04, 2020	Apr. 30, 2020	Mar. 11, 2020	Sep. 11, 2019
Notes Payable (Details) [Line Items]
Accrued Interest			$ 57
Accrued Interest			(6,643,237)	$ (2,985,997)
Loan agreement, description		the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the “October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of A$74,300 AUD or $53,128 United States Dollars (the “October 2020 Note”). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest rate of 14%. The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit
Accrued interest		$ 2,565	1,499
Secured loan agreement, description	(the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of A$111,683 AUD or $86,089 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.
The September 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Principal amount									$ 660,000
Interest Rate								9.50%	5.00%
Accrued Interest			48,822
The April 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Interest Rate							1.00%
Principal amount							$ 282,432
Accrued Interest			696
Principal payments			20,000
The May 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Interest Rate						1.00%
Accrued Interest			1,017
Principal amount						$ 412,500
The November 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Interest Rate					14.00%
Accrued Interest			4,736
Principal payments			$ 23,716
Promissory note					$ 34,000

Notes Payable (Details) - Schedule of notes payable - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 1,478,293	$ 1,434,576
Outstanding Principal, Less: Debt Discount
Outstanding Principal,Less: Debt Issuance Costs
Outstanding Principal, Less: Debt Total	1,478,293	1,434,576
Outstanding Principal, Less: Current Debt	(1,423,995)	(1,221,539)
Outstanding Principal, Total Long-Term Debt	54,298	213,037
The May 2020 PPP Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 412,500	412,500
Interest Rate	1.00%
Maturity Date, descriptiom	April 2022
The April 2020 PPP Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 262,432	282,432
Interest Rate	1.00%
Maturity Date, descriptiom	May 2022
The October 2020 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 57,273	55,928
Interest Rate	14.00%
Maturity Date, descriptiom	July 21
The November 2020 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total		23,716
Interest Rate	14.00%
Maturity Date, descriptiom	May 2021
The February 2021 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 86,089
Interest Rate	14.00%
Maturity Date, descriptiom	July 21
Seller’s Choice Note [Member]
Debt Instrument [Line Items]
Outstanding Principal,Total	$ 660,000	$ 660,000
Interest Rate	30.00%
Maturity Date, descriptiom	September 2020

Notes Payable (Details) - Scheduled principal payments due on notes payable	Mar. 31, 2021 USD ($)
Scheduled principal payments due on notes payable [Abstract]
2021	$ 1,423,995
2022	54,298
Total	$ 1,478,293

Convertible Note Payable (Details) - USD ($)					1 Months Ended		3 Months Ended
Convertible Note Payable (Details) - USD ($)	Dec. 09, 2020	Oct. 02, 2020	Jul. 02, 2020	Jul. 01, 2020	Dec. 30, 2020	Sep. 23, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 15, 2020	Aug. 31, 2020
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate									7.00%
Derivative liability			$ 112,743
Debt discount			68,000
Derivative liability			44,743
Principal amount of convertible notes							$ 68,000
Repaid of interest							3,400
Debt Instrument, Unamortized Discount, Current							94,226	$ 309,637
Debt issuance costs
The First July 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Principal amount of convertible notes (in Shares)				68,000
Note accrues interest rate				10.00%
Interest and principal both due date				Jun. 29, 2021
The October 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate		6.00%
Maturity date, description		Upon default or 180 days after issuance the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.t
Debt discount		$ 19,400
Promissory note		$ 169,400
Derivative liability			$ 74,860
The August 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate										12.00%
Maturity date, description							Upon default or 180 days after issuance the August 2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.
Debt discount							$ 65,000
Derivative liability							55,759
Repaid of interest							3,400
Common stock issued							29,859
Promissory note										$ 68,000
Debt Instrument, Unamortized Discount, Current							3,000
Derivative liability										$ 120,759
Converted principal amount							68,000
The September 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate						12.00%
Maturity date, description						Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.
Debt discount							146,393
Promissory note						$ 385,000
Debt issuance costs							$ 68,255
Warrants purchase of common stock (in Shares)							85,555
Repaid							$ 341,880
Debt interest payable							46,200
The First December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate	12.00%
Maturity date, description	Upon default the First December 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.
Debt discount	$ 113,481
Promissory note	600,000
Debt issuance costs	$ 110,300
Repaid							600,000
Debt interest payable							4,340
Issuance of warrants (in Shares)	45,000
The Second December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate					6.00%
Maturity date, description					Upon default the Second December 2020 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.
Debt discount					$ 18,900
Promissory note					$ 169,400
Convertible Common Stock [Member]
Convertible Note Payable (Details) [Line Items]
Common stock issued							$ 35,469
Convertible Common Stock [Member] \| The First December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Common stock issued	$ 45,000

Convertible Note Payable (Details) - Schedule of convertible notes payable - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]
Outstanding Principal	$ 338,800	$ 1,280,680
Less: Debt Discount	(94,226)	(309,637)
Less: Debt Issuance Costs	(5,030)	(73,527)
Total	239,544	897,516
Less: Current Debt	(239,544)	(897,516)
Total Long-Term Debt
The September 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]
Outstanding Principal		341,880
Interest Rate	12.00%
Conversion Price (in Dollars per share)
Maturity Date	September 2021
Warrants granted, Quantity (in Shares)	85,555
Warrants granted, Exercise Price (in Shares)	5
The October 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]
Outstanding Principal	$ 169,400	169,400
Interest Rate	6.00%
Conversion Price (in Dollars per share)
Maturity Date	October 2021
The First December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]
Outstanding Principal		600,000
Interest Rate	12.00%
Conversion Price (in Dollars per share)
Maturity Date	December 2021
The Second December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]
Outstanding Principal	$ 169,400	$ 169,400
Interest Rate	6.00%
Conversion Price (in Dollars per share)
Maturity Date	December 2021

Related Party (Details) - USD ($)	1 Months Ended		3 Months Ended
Related Party (Details) - USD ($)	Sep. 30, 2020	Sep. 15, 2020	Mar. 31, 2021
Related Party (Details) [Line Items]
Accrued interest			$ 57
Interest rate		7.00%
Living expenses			20,082
The September 2020 Goldberg Loan Agreement [Member]
Related Party (Details) [Line Items]
Promissory note		$ 16,705
Interest rate		7.00%
Maturity date		The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September 2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due.
Loan agreement, description		the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 11) have a value equal to or less than $7,737,594 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference between the initial consideration and the September 14, 2021 value.
Debt discount		$ 16,705
Accrued interest			$ 288
The September 2020 Goldberg Loan Agreement [Member] \| Maximum [Member]
Related Party (Details) [Line Items]
Loss on extinguishment of debt		2,557,275
The September 2020 Goldberg Loan Agreement [Member] \| Minimum [Member]
Related Party (Details) [Line Items]
Loss on extinguishment of debt		2,540,570
The September 2020 Rosen Loan Agreement [Member]
Related Party (Details) [Line Items]
Promissory note		$ 3,295
Loan agreement, description	the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 11) have a value equal to or less than $554,924 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value.
Debt discount	$ 3,295
The September 2020 Rosen Loan Agreement [Member] \| Maximum [Member]
Related Party (Details) [Line Items]
Loss on extinguishment of debt	504,413
The September 2020 Rosen Loan Agreement [Member] \| Minimum [Member]
Related Party (Details) [Line Items]
Loss on extinguishment of debt	$ 501,118

Related Party (Details) - Schedule of convertible notes payable - related party - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party (Details) - Schedule of convertible notes payable - related party [Line Items]
Notes payable - related party, gross	$ 20,000	$ 20,000
Less: Debt Discount	(14,603)	(17,068)
Less: Debt Issuance Costs
Notes payable	5,397	2,932
Less: Current Debt	(5,397)	(2,932)
Notes payable - related party, net
TheSeptemberTwoThousandTwentyGoldbergLoanAgreementMember
Related Party (Details) - Schedule of convertible notes payable - related party [Line Items]
Notes payable - related party, gross	$ 16,705	16,705
Interest Rate	7.00%
Maturity Date	September 2022
Warrants granted, Quantity (in Shares)
Warrants granted, Exercise Price (in Dollars per share)
The September 2020 Rosen Loan Agreement [Member]
Related Party (Details) - Schedule of convertible notes payable - related party [Line Items]
Notes payable - related party, gross	$ 3,295	$ 3,295
Interest Rate	7.00%
Maturity Date	September 2022
Warrants granted, Quantity (in Shares)
Warrants granted, Exercise Price (in Dollars per share)

Derivative Liabilities (Details)	3 Months Ended
Derivative Liabilities (Details)	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Expected dividend yield	0.00%

Derivative Liabilities (Details) - Schedule of changes in the derivative liabilities	3 Months Ended
	Mar. 31, 2021 USD ($)
Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2021
Addition
Changes in fair value
Derivative liabilities as March 31, 2021
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2021
Addition
Changes in fair value
Derivative liabilities as March 31, 2021
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities as January 1, 2021	42,231
Addition	308,362
Extinguishment Expense	(203,578)
Changes in fair value	197,389
Derivative liabilities as March 31, 2021	$ 344,404

Stockholders’ Equity (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Feb. 04, 2021	Dec. 29, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2018	Mar. 28, 2021	Mar. 17, 2021	Feb. 26, 2021	Feb. 18, 2021	Feb. 03, 2021	Feb. 01, 2021	Jan. 20, 2021	Jan. 14, 2021	Jul. 13, 2020
Stockholders’ Equity (Details) [Line Items]
Shares of capital stock														(35,000,000)
Designated of common stock shares														(15,000,000)
Common stock, par value (in Dollars per share)														$ 0.001
Designated of preferred stock														(20,000,000)
Preferred stock, par value (in Dollars per share)														$ 0.001
Issuance shares of common stock														100,000,000
Issuance of preferred stock														20,000,000
Exercise price (in Dollars per share)		$ 4.50
Subscription receivable (in Dollars)			$ 40,000
Issuance cost (in Dollars)			$ 4,225
Restricted common stock			13,113			31,782	9,624	291	10,000	1,929	50,000	40,000	30,000
Fair value (in Dollars)			$ 43,667		$ 57,123	$ 125,000	$ 49,371	$ 1,499	$ 48,000	$ 8,198	$ 196,000	$ 192,000	$ 133,200
Share based payments (in Dollars)			36,822
Loss on settlement of vendors liabilities (in Dollars)			12,719
Grant options					11,667
Share based payments (in Dollars)			1,570,239	$ 392,143
Unrecognized compensation expense, total (in Dollars)			$ 7,807,672
Weighted average remaining life			1 year 146 days
Issued common stock			302,404
Warrant to purchase of common stock			333,130
Received exercise of warrants (in Dollars)			$ 1,272,672
Share-based awards, restricted stock award, description	the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance. The $62,500 worth of Common Stock is based on the closing price on the last day of the quarter. Since the shares are based on a variable number of shares in a future period the Company classified this grant as a liability in accordance with ASC 480.
Stock-based compensation for RSA’ amount (in Dollars)			228,535
Stock option [Member]
Stockholders’ Equity (Details) [Line Items]
Share based payments (in Dollars)			$ 818,612
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Restricted common stock									10,417
Fair value (in Dollars)									$ 50,002
Series E Convertible Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, description		the Company entered into securities purchase agreements with thirty-three accredited investors whereby the Investors have agreed to purchase from the Company an aggregate of 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share and 2,831,715 warrants to purchase shares of the Company’s common stock, par value $0.001 per share. The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock. The combined purchase price of one Conversion Share and one and a half warrant was $4.12. The aggregate purchase price for the Series E Preferred Stock and warrants was $7,777,777.77. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital.
Warrants, description		The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The PA Warrants are exercisable for a term of five-years from the date of issuance.
Converted shares			6,690
Common stock shares			1,623,730
Warrants issued			486,516

Stockholders’ Equity (Details) - Schedule of assumptions options granted	3 Months Ended
	Mar. 31, 2021 $ / shares
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]
Expected dividends	0.00%
Minimum [Member]
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]
Exercise price (in Dollars per share)	$ 2.55
Expected volatility	223.15%
Risk free interest rate	0.46%
Expected life of option	5 years
Maximum [Member]
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items]
Exercise price (in Dollars per share)	$ 14.10
Expected volatility	242.98%
Risk free interest rate	0.98%
Expected life of option	7 years

Stockholders’ Equity (Details) - Schedule of the stock option activity - Stock Option [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stockholders’ Equity (Details) - Schedule of the stock option activity [Line Items]
Options beginning balance	541,021
Weighted Average Exercise Price beginning balance (in Dollars per share) \| $ / shares	$ 12.75
Weighted Average Remaining Contractual Life (in years) beginning balance	4 years 105 days
Options Granted	1,812,375
Weighted Average Exercise Price Granted	6.39
Weighted Average Remaining Contractual Life (in years) Granted	6 years 80 days
Options Exercised
Weighted Average Exercise Price Exercised (in Dollars per share) \| $ / shares
Weighted Average Remaining Contractual Life (in years) Exercised
Options Cancelled/Modified	(3,334)
Weighted Average Exercise Price Cancelled/Modified (in Dollars per share) \| $ / shares	$ 15.00
Options outstanding ending balance	2,350,062
Weighted Average Exercise Price outstanding ending balance (in Dollars per share) \| $ / shares	$ 7.84
Weighted Average Remaining Contractual Life (in years) outstanding ending balance	5 years 135 days
Options exercisable	145,834
Weighted Average Exercise Price exercisable (in Dollars per share) \| $ / shares	$ 23.97
Weighted Average Remaining Contractual Life (in years) exercisable	1 year 200 days

Stockholders’ Equity (Details) - Schedule of outstanding and exercisable	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Schedule of outstanding and exercisable [Abstract]
Option Outstanding Exercise price \| $ / shares	$ 7.84
Option Outstanding Number Outstanding \| shares	2,350,062
Option Outstanding Weighted Average Remaining Contractual Life (in years)	5 years 135 days
Option Exercisable Weighted Average Exercise Price \| $ / shares	$ 23.97
Option Exercisable Number Exercisable \| shares	145,834
Option Exercisable Weighted Average Remaining Contractual Life (in years)	1 year 200 days

Stockholders’ Equity (Details) - Schedule of warrant activity - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stockholders’ Equity (Details) - Schedule of warrant activity [Line Items]
Warrant outstanding beginning balance \| shares	6,130,948
Weighted Average Exercise Price outstanding beginning balance \| $ / shares	$ 4.96
Warrant Granted \| shares	486,516
Weighted Average Exercise Price Granted \| $ / shares	$ 5.13
Warrant Exercised \| shares	(333,130)
Weighted Average Exercise Exercised \| $ / shares	$ 4.69
Warrant Cancelled/Modified \| shares	(10,556)
Weighted Average Exercise Cancelled/Modified \| $ / shares	$ 24.00
Warrant outstanding ending balance \| shares	6,273,778
Weighted Average Exercise outstanding ending balance \| $ / shares	$ 4.96
Warrant exercisable \| shares	6,273,778
Weighted Average Exercise exercisable \| $ / shares	$ 4.96

Stockholders’ Equity (Details) - Schedule of outstanding and exercisable - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise price	$ 4.96
Warrants Outstanding Number Outstanding (in Shares) \| shares	6,273,778
Warrants Outstanding Weighted Average Remaining Contractual Life (in years)	4 years 189 days
Warrants Outstanding Weighted Average Exercise Price	$ 4.96
Warrants Exercisable Number Exercisable (in Shares) \| shares	6,273,778
Warrants Exercisable Weighted Average Exercise Price	$ 4.52

Stockholders’ Equity (Details) - Schedule of activity related to RSUs	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
RSAs non-vested at January 1, 2021 [Member
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Total shares (in Dollars) \| $
Grant date fair value
RSAs granted [Member
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Total shares (in Dollars) \| $	$ 55,876
RSAs granted [Member \| Minimum [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Grant date fair value	$ 4.30
RSAs granted [Member \| Maximum [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Grant date fair value	$ 4.32
RSAs vested [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Total shares (in Dollars) \| $
Grant date fair value
RSAs forfeited [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Total shares (in Dollars) \| $
Grant date fair value
RSAs non-vested March 31, 2021 [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Total shares (in Dollars) \| $	$ 55,876
RSAs non-vested March 31, 2021 [Member] \| Minimum [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Grant date fair value	$ 4.30
RSAs non-vested March 31, 2021 [Member] \| Maximum [Member]
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items]
Grant date fair value	$ 4.32

Commitments and Contingencies (Details)			3 Months Ended
Commitments and Contingencies (Details)	May 05, 2021 USD ($) m²	Apr. 01, 2021 m²	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies, description			The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.
Taxable income percentage			25.00%
Property generally eligible term			15 years
Bonus depreciation rate			100.00%
Lease term	5 years	4 years
Office space (in Square Meters) \| m²	2,300	796
Operating lease due amount	$ 411,150		$ 108,229
Rental expense			$ 26,934.30	$ 21,358

Commitments and Contingencies (Details) - Schedule of components of lease expense	3 Months Ended
	Mar. 31, 2021 USD ($)
Schedule of components of lease expense [Abstract]
Operating lease cost	$ 19,709
Short term lease cost	3,714
Total net lease cost	$ 23,423

Commitments and Contingencies (Details) - Schedule supplemental cash flow and other information related to leases	3 Months Ended
	Mar. 31, 2021 USD ($)
Schedule supplemental cash flow and other information related to leases [Abstract]
Operating lease payments	$ 26,646
Weighted average remaining lease term (in years)	2 years 73 days
Weighted average discount rate	13.00%

Commitments and Contingencies (Details) - Schedule of future minimum payments required under the lease	Mar. 31, 2021 USD ($)
Schedule of future minimum payments required under the lease [Abstract]
2021	$ 82,336
2022	114,627
2023	53,094
Total	$ 250,058

Subsequent Events (Details) - USD ($)	3 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 31, 2021	May 13, 2021
Subsequent Events (Details) [Line Items]
Net proceeds	$ 115,000
Subsequently repaid amount	28,403
aggregate net proceeds	$ 3,860,000
Issued an aggregate stock	1,090,908
Warrants exercise price	$ 4.50
Converted outstanding debt	$ 169,400
Shares of common stock	55,631
Total warrants shares	43,084
Cancellation of warrants shares	43,084
Issuance of common stock	18,259
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Vendor issued credit amount		$ 399,050