JERRICK MEDIA HOLDINGS, INC., 10-K filed on 3/30/2020
Annual Report
v3.20.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2019
Mar. 30, 2020
Jun. 28, 2019
Document and Entity Information [Abstract]      
Entity Registrant Name Jerrick Media Holdings, Inc.    
Entity Central Index Key 0001357671    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Document Type 10-K    
Document Period End Date Dec. 31, 2019    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2019    
Entity File Number 000-51872    
Entity Well Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Shell Company false    
Entity Emerging Growth Company false    
Entity Public Float     $ 19,000,000
Entity Common Stock, Shares Outstanding   9,185,187  
Entity Incorporation State Country Code NV    
v3.20.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Current Assets    
Cash $ 11,637
Prepaid expenses 4,127
Accounts receivable 50,849 6,500
Note receivable - related party 11,450
Current portion of operating lease right of use asset 105,763
Total Current Assets 183,826 6,500
Property and equipment, net 42,363 42,443
Intangible assets 1,087,278
Goodwill 1,035,795
Deferred offering costs 143,146
Security deposit 16,836 16,836
Operating lease right of use asset 205,948
Total Assets 2,572,046 208,925
Current Liabilities    
Cash overdraft 33,573
Accounts payable and accrued liabilities 1,763,222 1,246,207
Demand loan 225,000
Convertible Notes - related party, net of debt discount 20,387
Convertible Notes, net of debt discount and issuance costs 2,896,425
Current portion of operating lease payable 105,763
Note payable - related party, net of debt discount 5,129,342 1,223,073
Note payable, net of debt discount and issuance costs 660,000 49,926
Unrecognized tax benefit 68,000
Deferred revenue 50,691 9,005
Warrant liability 10,000
Deferred rent 7,800
Total Current Liabilities 10,928,830 2,569,584
Non-current Liabilities:    
Operating lease payable 201,944
Deferred rent 6,150
Convertible Notes - related party, net of debt discount 314
Convertible Notes, net of debt discount and issuance costs 123,481
Total Non-current Liabilities 201,944 129,945
Total Liabilities 11,130,774 2,699,529
Commitments and contingencies
Stockholders' Deficit    
Common stock par value $0.001: 15,000,000 shares authorized; 9,178,937 issued and 9,019,087 outstanding as of December 31, 2019 and 6,475,340 issued and  6,447,673 outstanding as of December 31, 2018 9,179 6,475
Additional paid in capital 36,385,699 34,100,327
Accumulated deficit (44,580,437) (36,545,065)
Accumulated other comprehensive income (5,995)
Less: Treasury stock, 159,850 and 27,667 shares, respectively (367,174) (52,341)
Total Stockholders' Deficit (8,558,728) (2,490,604)
Total Liabilities and Stockholders' Deficit $ 2,572,046 $ 208,925
v3.20.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 15,000,000 15,000,000
Common stock, shares issued 9,178,937 6,475,340
Common stock, shares outstanding 9,019,087 6,447,673
Treasury stock, shares 159,850 27,667
v3.20.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Income Statement [Abstract]    
Net revenue $ 453,006 $ 80,898
Gross margin 453,006 80,898
Operating expenses    
Compensation 2,204,265 2,378,664
Consulting fees 1,624,786 1,086,557
Research and development 1,131,180 636,180
General and administrative 2,709,753 1,665,752
Total operating expenses 7,669,984 5,767,153
Loss from operations (7,216,978) (5,686,255)
Other expenses    
Other income 292,387
Interest expense (612,830) (923,008)
Accretion of debt discount and issuance cost (348,665) (2,090,286)
Settlement of vendor liabilities 13,574 122,886
Loss on extinguishment of debt (162,860) (3,453,137)
Gain (loss) on settlement of debt 16,258
Other expenses, net (818,394) (6,327,287)
Loss before income tax provision (8,035,372) (12,013,542)
Income tax provision
Net loss (8,035,372) (12,013,542)
Deemed dividend 174,232
Inducement expense 2,016,634
Net loss attributable to common shareholders (8,035,372) (14,204,408)
Other comprehensive income
Currency translation loss (5,995)
Comprehensive loss $ (8,041,367) $ (14,204,408)
Per-share data    
Basic and diluted loss per share $ (0.98) $ (4.16)
Weighted average number of common shares outstanding 8,223,410 3,418,491
v3.20.1
Consolidated Statement of Changes in Stockholders’ Equity - USD ($)
Series A Preferred Stock
Series B Preferred Stock
Common Stock
Treasury Stock
Additional Paid-in Capital
Accumulated Deficit
Other Comprehensive Loss
Total
Balance at Dec. 31, 2017 $ 31 $ 8 $ 1,976 $ (19,007) $ 14,424,831 $ (21,775,107)   $ (7,367,307)
Balance, shares at Dec. 31, 2017 31,581 8,063 1,976,034 (27,667)        
Common stock issued to settle vendor liabilities $ 1 3,374   3,375
Common stock issued to settle vendor liabilities, shares 938        
Stock based compensation $ 81 547,224   547,305
Stock based compensation, shares 81,849        
Issuance of common stock and warrants in exchange for Series A and accrued dividend $ (31) $ 1,112 2,199,011   2,200,123
Issuance of common stock and warrants in exchange for Series A and accrued dividend, shares (31,581) 1,112,488        
Issuance of common stock and warrants in exchange for series B and accrued dividend $ (8) $ 231 468,953   469,184
Issuance of common stock and warrants in exchange for series B and accrued dividend, shares (8,063) 230,842        
Cash received for common stock and warrants $ 557 2,786,905   2,787,462
Cash received for common stock and warrants, shares 557,492        
Common stock and warrants issued upon conversion of notes payable $ 2,256 11,938,507   11,940,763
Common stock and warrants issued upon conversion of notes payable, shares 2,256,448        
Stock issuance cost $ 210 (161,613)   161,403
Stock issuance cost, shares 210,000        
Stock warrants issued with note payable 1,660,986   1,660,986
Issuance of common stock for prepaid services $ 31 116,269   116,300
Issuance of common stock for prepaid services, shares 30,500        
Common stock issued with note payable $ 19 77,468   77,487
Common stock issued with note payable, shares 18,750        
BCF issued with note payable $ 38,413   38,413
Purchase of treasury stock (33,334)   (33,334)
Inducement expense     (2,016,635)   (2,016,635)
Dividends (739,782)   (739,782)
Net loss (12,013,542)   (12,013,542)
Balance at Dec. 31, 2018 $ 6,475 $ (52,341) 34,100,327 (36,545,065)   (2,490,604)
Balance, shares at Dec. 31, 2018 6,475,340 (27,667)        
Stock based compensation $ 126 436,980   437,106
Stock based compensation, shares 125,227        
Issuance of common stock and warrants in exchange for Series A and accrued dividend              
Issuance of common stock and warrants in exchange for series B and accrued dividend              
Cash received for common stock and warrants $ 130 649,699   649,829
Cash received for common stock and warrants, shares 129,966        
Tender offering $ 2,100 (2,100)  
Tender offering, shares 2,100,173        
Common stock and warrants issued upon conversion of notes payable              
Stock issuance cost (178,146)   (178,146)
Stock warrants issued with note payable 427,692   427,692
Purchase of treasury stock and warrants $ (314,833) (271,658)   (586,491)
Purchase of treasury stock and warrants, shares   (132,183)        
Shares issued for acquisition $ 333 1,166,336   1,166,669
Shares issued for acquisition, shares 333,334          
Common stock issued with note payable     427,692    
BCF issued with note payable 4,444   4,444
Shares issued to settle vendor payable $ 15 52,125   52,140
Shares issued to settle vendor payable, shares 14,897        
Foreign currency translation adjustments             $ (5,995) (5,995)
Net loss (8,035,372)   (8,035,372)
Balance at Dec. 31, 2019 $ 9,178,937 $ (159,850) $ 36,385,699 $ (44,580,437) $ (5,995) $ (8,558,728)
Balance, shares at Dec. 31, 2019 9,179 (367,174)        
v3.20.1
Condensed Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (8,035,372) $ (12,013,542)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 57,492 42,218
Accretion of debt discount and issuance cost 348,665 2,090,286
Share-based compensation 437,106 346,954
Bad debt expense 33,503
Gain (loss) on settlement of vendor liabilities (13,574) (122,886)
Gain (loss) on settlement of debt (16,257)
Gain on extinguishment of debt 162,860 3,610,049
Amortization of ROU Asset 60,764
Changes in operating assets and liabilities:    
Operating Lease liability (56,240)
Prepaid expenses (3,458) 40,680
Accounts receivable (54,174) (5,175)
Security deposit 164
Deferred revenue 41,686 9,005
Accounts payable and accrued expenses 985,716 1,039,690
Unrecognized tax benefit 68,000
Warrant liability 10,000  
Deferred rent 6,000
Net Cash Used In Operating Activities (5,957,027) (4,972,814)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Issuance of note receivable (11,450)
Cash paid for property and equipment (27,887) (27,605)
Cash consideration for acquisition (340,000)
Net cash received in business combination 16,049
Net Cash Used In Investing Activities (363,288) (27,605)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573) 33,573
Net proceeds from issuance of notes 791,833
Repayment of notes (50,000) (264,939)
Proceeds from issuance of demand loan 250,000 50,000
Repayment of demand Loan (25,000)
Proceeds from issuance of convertible note 2,472,525 1,525,154
Repayment of convertible notes (226,250)
Proceeds from issuance of convertible notes - related party 299,852
Proceeds from issuance of note payable - related party 4,186,500 465,000
Repayment of note payable - related party (501,500) (205,000)
Proceeds from issuance of common stock and warrants 684,829 2,787,462
Repayment of line of credit (44,996)
Cash paid to preferred holder (87,111)
Cash paid for debt issuance costs (166,761)
Cash paid for stock issuance costs (35,000) (35,115)
Purchase of treasury stock and warrants (575,834) (33,334)
Net Cash Provided By Financing Activities 6,337,947 4,889,368
Effect of exchange rate changes on cash (5,995)
Net Change in Cash 11,637 (111,051)
Cash - Beginning of Year 111,051
Cash - End of Year 11,637
Cash Paid During the Year for:    
Income taxes
Interest 55,987 64,892
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 32,500 123,750
Deferred offering costs 143,146 143,146
Beneficial conversion feature on convertible notes 4,444 38,413
Accrued dividends 174,232
Warrants issued with debt 427,692 1,133,820
Issuance of common stock for prepaid services 116,300
Operating Lease liability 349,997
Conversion of note payable and interest into convertible notes 341,442
Warrants with amendment to notes payable 135,596
Issuance of common stock and warrants in exchange for Series A and accrued dividend 2,200,123
Issuance of common stock and warrants in exchange for series B and accrued dividend 469,184
Common stock and warrants issued upon conversion of notes payable 11,940,763
Promissory Note issued for acquisition 660,000
Shares issued for acquisition 1,166,669
Conversion of note payable - related party and interest into convertible notes - related party 4,119
Conversion of accounts payable and interest into convertible notes 318,678
Conversion of interest into note payable - related party 128,992
Leasehold improvements reclassified to right-of-use asset $ 22,478
v3.20.1
Organization and Operations
 12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

Note 1 – Organization and Operations 

 

Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Jerrick Media" or "Jerrick") is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick'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 Jerrick'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 1,425,000 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 Media.

 

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).
v3.20.1
Significant and Critical Accounting Policies and Practices
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

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

  

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

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

 

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

   

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

  

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

 

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

 

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

 

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

 

Actual results could differ from those estimates.

 

Principles of consolidation 

 

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

 

As of December 31, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

 

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

 

All inter-company balances and transactions have been eliminated.

   

Fair Value of Financial Instruments

 

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

 

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

  

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

 

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

 

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

  

Cash Equivalents

 

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

 

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

 

Property and Equipment

 

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

 

   Estimated Useful
Life
(Years)		 
     
Computer equipment and software   3 
Furniture and fixture   2 

 

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

 

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

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

  

We review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of our single reporting unit below its carrying value. As of December 31, 2019, no impairment of goodwill has been identified.

 

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.

 

Commitments and Contingencies

 

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

  

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

 

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

 

Foreign Currency

 

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

 

Revenue Recognition

 

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

 

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

 

We determine revenue recognition through the following steps:

 

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

 

  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price;

  

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

 

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

  

Revenue disaggregated by revenue source for the years ended December 31, 2019 and 2018 consists of the following:

 

   Year Ended
December 31,		 
   2019   2018 
Branded content  $107,115   $60,485 
Managed Services   283,332    - 
Creator Subscriptions   31,997    - 
Affiliate sales   15,300    11,553 
Other revenue   15,042    8,860 
   $453,006   $80,898 

  

Branded Content

 

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

 

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

 

  ● The Company collects fixed fees ranging from $5,000 to $45,000

 

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

 

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

 

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

 

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

 

Affiliate Sales

 

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

  

Subscription

 

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

  

Managed Services

 

The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts 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.

  

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2019 and 2018, the Company had deferred revenue of $50,691 and $9,005, respectively.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2019 the Company recorded $33,503 as reserve doubtful accounts. As of December 31, 2019 and 2018 the Company has an allowance for doubtful accounts of $33,503 and $0 respectively.

     

Stock-Based Compensation

 

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

 

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

 

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

 

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

 

Income Taxes

 

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

 

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

   

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

 

During the year ended December 31, 2019, we recognized a $292,383 benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company. Unrecognized tax benefits associated with these tax credits total $68,000.

 

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2019 and 2018 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at December 31, 2019 and 2018:

 

   December 31, 
   2019   2018 
Options   911,500    882,500 
Warrants   742,221    5,542,954 
Convertible notes - related party   5,438    2,889 
Convertible notes   724,751    41,989 
Totals   2,383,910    6,470,332 

 

Reclassifications

 

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.

  

Recently Adopted Accounting Guidance

  

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) - Targeted Improvements," which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors," which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

 

Recent Accounting Guidance Not Yet Adopted

 

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

  

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statemen

 

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements for fair value measurements. We do not believe the updated guidance, which is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in Accounting Standards Codification ("ASC") 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.
v3.20.1
Going Concern
 12 Months Ended
Dec. 31, 2019
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

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

 

As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2019, a net loss of $8.0 million and net cash used in operating activities of $5.9 million for the reporting period then ended. The company is also 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.

 

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

 

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.    
v3.20.1
Acquisition of Seller's Choice
 12 Months Ended
Dec. 31, 2019
Merger Agreement [Abstract]  
Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller's Choice

 

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

 

At the Seller's Choice Closing, the aggregate consideration (the "Consideration") paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company's common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the "Seller's Choice Note"). In connection with the Seller's Choice Note, the Company, Seller, and Seller's Choice entered into a Security Agreement whereby the Seller's Choice Note is secured by the assets of Seller's Choice.

 

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

   

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

 

    Shares     Amount  
Consideration paid prior to Closing:            
Cash paid           $ 40,000  
Total consideration paid     -     $ 40,000  
Consideration paid at Closing:                
Cash paid           $ 300,000  
Common stock issued at closing (1)     333,334     $ 1,166,669  
Note payable due March 11, 2020             660,000  
Total consideration to be paid           $ 2,126,669  
                 
Total consideration           $ 2,166,669  

  

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.

 

The following presents the unaudited pro-forma combined results of operations of the Company with Seller's Choice as if the entities were combined on January 1, 2018.

 

   Year Ended 
   December 31,
2018		 
Revenues, net  $705,537 
Net loss attributable to common shareholders  $(14,250,859)
Net loss per share  $(3.80)
Weighted average number of shares outstanding   3,751,825 

 

    Year Ended  
    December 31,
2019		  
Revenues, net   $ 1,121,521  
Net loss attributable to common shareholders   $ (8,176,763 )
Net loss per share   $ (0.97 )
Weighted average number of shares outstanding     8,455,095  

 

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. 

 

The Company consolidated Seller's Choice as of the closing date of the Seller's Choice Acquisition, and the results of operations of the Company include that of Seller's Choice.
v3.20.1
Property and Equipment
 12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 5 – Property and Equipment

 

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

 

    December 31,
2019		     December 31,
2018		  
Computer Equipment   $ 239,940     $ 223,574  
Furniture and Fixtures     86,888       61,803  
Leasehold Improvements     -       25,446  
      326,828       310,823  
Less: Accumulated Depreciation     (284,465 )     (268,380 )
    $ 42,363     $ 42,443  

 

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

 

Depreciation expense was $19,053 and $42,218 for the year ended December 31, 2019 and 2018, respectively.
v3.20.1
Notes Payable
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable

Note 6 – Notes Payable

 

Notes payable as of December 31, 2019 and 2018 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   December 31,
2019		   December  31,
2018		   Interest Rate   Maturity Date  Quantity   Exercise
Price		 
July 2018 Loan Agreement   -    50,000    6%  August 2018   15,000    - 
Seller's Choice Note   660,000    -    9.5%  September 2020   -    - 
    660,000    50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $660,000   $49,926                   

  

The February 2017 Offering

 

From February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the "February 2017 Offering") of the Company's securities by entering into subscription agreements (the "Subscription Agreements") with accredited investors (the "Accredited Investors") for aggregate gross proceeds of $916,585 for which the Accredited Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the "February 2017 Offering Notes") and warrants to purchase the Company's common stock (the "February 2017 Offering Warrants").  

 

The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. The February 2017 Offering Warrants entitle the holder to purchase shares of the Company's common stock at $4.00 per share (the "Exercise Price").

 

The Conversion Price and the Exercise Price are subject to adjustments for issuances of (i) the Company's common stock, (ii) any equity linked instruments or (iii) securities convertible into the Company's common stock, at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants.

 

Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the "February 2017 Offering Maturity Date"). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the "August 2017 Convertible Note Offering"). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $4.00 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner.

  

During the year ended December 31, 2018, the Company entered into three forbearance agreement whereby the Company issued the remaining investors of The February 2017 Offering five-year warrants to purchase 25,000 shares of the Company's common stock at a purchase price of $4.00 per share. These warrants had a fair value of $70,219 which was recorded to loss on extinguishment of debt. The new maturity date of the February 2017 Loan Agreements were from July to September of 2018.

 

During the year ended December 31, 2018 the Company has repaid $131,606 of principal and $45,931 of unpaid interest. In addition, during the year ended December 31, 2018, the Company converted $268,394 of principal and $21,620 of unpaid interest into 72,243 shares of common stock. Upon conversion of the notes, the Company also issued 36,122 warrants with a grant date fair value of $104,124 which is recorded in Other income (expense) on the accompanying consolidated Statements of Comprehensive Loss.

 

The June 2017 Loan Agreement

 

On June 12, 2017, the Company entered into a loan agreement (the "June 2017 Loan Agreement") with an individual (the "June 2017 Lender") whereby the June 2017 Lender issued the Company a promissory note of $50,000 (the "June 2017 Note"). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 1,750 shares of the Company's common stock with an exercise price of $4.00 per share. The maturity date of the June 2017 Note was September 1, 2017 (the "June 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due.

 

During the year ended December 31, 2018 the Company repaid $50,000 principal and the debtor forgave the interest of $4,424, which was recorded as a gain on forgiveness of debt on the accompanying consolidated Statements of Comprehensive Loss.

  

The First November 2017 Loan Agreement

 

On November 28, 2017, the Company entered into a loan agreement (the "First November 2017 Loan Agreement") with an individual (the "First November 2017 Lender"), the First November 2017 Lender issued the Company a promissory note of $100,000 (the "First November 2017 Note"). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company's common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date"). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. 

 

The Second November 2017 Loan Agreement

 

On November 29, 2017, the Company entered into a loan agreement (the "Second November 2017 Loan Agreement") with an individual (the "Second November 2017 Lender"), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the "Second November 2017 Note"). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 1,250 shares of the Company's common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date"). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering.  

 

The Third November 2017 Loan Agreement

 

On November 29, 2017, the Company entered into a loan agreement (the "Third November 2017 Loan Agreement") with an individual (the "Third November 2017 Lender"), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the "Third November 2017 Note"). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company's common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering.

 

On March 14, 2018, the Company entered into a loan agreement (the "March 2018 Loan Agreement") with an individual (the "March 2018 Lender"), the March 2018 Lender issued the Company a promissory note of $50,000 (the "March 2018 Note"). Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of 12% per annum. As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender a five-year warrant to purchase 5,000 shares of the Company's common stock with an exercise price of $4.00 per share. The maturity date of the March 2018 Note was March 29, 2018 (the "March 2018 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the March 2018 Note were due. On March 29, 2018, the March 2018 Note and accrued but unpaid interest was exchanged for a convertible note under the Company's March 2018 Convertible Note Offering.

 

The May 2018 Offering

 

During the months of May and June 2018, the Company conducted multiple closings with accredited investors (the "May 2018 Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "May 2018 Investors") for aggregate gross proceeds of $608,500.

 

The May 2018 Offering consisted of a maximum of $1,200,000 of units of the Company's securities (each, a "May 2018 Unit" and collectively, the "May 2018 Units"), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a "May 2018 Offering Note" and, together, the "May 2018 Offering Notes"), and (ii) a four-year warrant ("May 2018 Offering Warrant") to purchase the number of shares of the Company's common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the "May 2018 Warrant Shares") at an exercise price of $4.00 per share (the "May Offering Warrant Exercise Price"), subject to adjustment upon the terms thereof. The May 2018 Offering Notes mature on the nine-month anniversary of their issuance dates.

 

The Company recorded a $215,032 debt discount relating to 91,275 May 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During August 2018, the Company converted all outstanding principal unpaid interest into the August 2018 equity raise.

 

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

 

During the nine months ended December 31, 2018, the Company converted $608,500 of principal and $723,780 of unpaid interest into the August 2018 equity raise (as defined below).

  

July 2018 Loan Agreements

 

In July 2018, the Company received gross proceeds of $100,000 from the issuance of notes payable. As additional consideration for entering into the debentures, the Company issued the investor a 4-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $4.00 per share. The Company recorded a $34,569 debt discount relating to these warrants issued to these 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 this note to accretion of debt discount and issuance cost.

 

On November 8, 2018 the Company executed upon agreements that extended the maturity dates of these loans to March 7, 2019. As part of the extension agreements, the Company issued 10,203 warrants to purchase common stock of the Company at an exercise price of $6.00.

 

During the year ended December 31, 2019 the Company has repaid $50,000 of principal and $1,700 of unpaid interest.

 

August 2018 Loan Agreements

 

On August 30, 2018, the Company received gross proceeds of $33,333 from the issuance of a note payable. As additional consideration for entering into the debenture, the Company issued the investor a 4-year warrant to purchase 1,667 shares of the Company's common stock at a purchase price of $4.00 per share. The Company recorded a $4,178 debt discount relating to these warrants issued to this investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount was fully accreted during the nine months ended December 31, 2018. On September 7, 2018 the Company has repaid $33,333 in principal. 

 

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.

 

During the year ended December 31, 2019 the Company repaid $0 in principal and $16,198 in interest on the Seller's Choice Note.
v3.20.1
Convertible Note Payable
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 7 – Convertible Note Payable

 

Convertible notes payable as of December 31, 2019 and 2018 is as follows: 

 

 

   Outstanding Principal as of                Warrants granted 
   December 31,
2019		    December 31,
2018		    Interest
Rate		   Conversion
Price		    Maturity Date  Quantity    Exercise
Price		 
The February 2018 Convertible Note Offering   75,000     75,000     15%   4.00 (*)  January – February 2020   253,919     4.00 
The March 2018 Convertible Note Offering   75,000     75,000     14%   4.00 (*)  March – April 2020   240,342     4.00 
The February 2019 Convertible Note Offering   

2,311,703

     -     10%   5.00 (*)  February – March 2020   133,190     6.00 
The November 2019 Convertible Note Offering   559,433     -     12%   4.50    May – June 2020   -     - 
    

3,021,136

     150,000                           
Less: Debt Discount   (124,096)    (17,280)                          
Less: Debt Issuance Costs   (614)    (9,239)                          
    

2,896,425

     123,481                           
Less: Current Debt   

(2,896,425

)    -                           
Total Long-Term Debt  $-    $123,481                           

  

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

  

The November 2016 Convertible Note Offering

 
During the months of November and December 2016, the Company issued convertible notes to third party lenders totaling $400,000 (the "November 2016 Convertible Note Offering"). These notes accrued interest at a rate of 10% per annum and matured with interest and principal both due between November 1, 2017 through December 29, 2017. The notes and accrued interest are convertible at a conversion price as defined therein. In addition, in connection with these notes the Company issued five-year warrants to purchase an aggregate of 20,000 shares of Company common stock at a purchase price of $6.00 per share. These investors converted $375,000 of principal and $30,719 of interest into the August 2017 Convertible Note Offering. 

 

During the year December 2018, the Company converted $25,000 of principal and $4,417 of unpaid interest into the August 2018 Equity Raise (as defined below).

 

The June 2017 Convertible Note Offering

 

During the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500. These notes accrued interest at 12% per annum and matured with interest and principal both due on September 1, 2017. These notes and accrued interest may be converted into a subsequent offering at a 15% discount to the offering price are convertible at a conversion price as defined therein. In addition, the Company issued warrants to purchase 3,378 shares of Company common stock. These warrants entitle the holders to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. As of December 31, 2017, the Company was currently in default on $71,500 in principal due on these notes. On February 8, 2018, the Company paid these notes and is no longer in default. 

 

The August 2017 Convertible Note Offering

 

From August through November of 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the "August 2017 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "August 2017 Investors") for aggregate gross proceeds of $1,585,000. In addition, $1,217,177 of the Company's short-term debt along with accrued but unpaid interest of $40,146 was converted into the August 2017 Convertible Note Offering. These conversions resulted in the issuance of 339,571 warrants with a fair value of $583,681 and an original issue discount of $101,561. These were recorded as a loss on extinguishment of debt.  

 

The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note", and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock ("August 2017 Offering Conversion Shares") at a conversion price of $4.00 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $4.00 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates.

  

The August 2017 Note Conversion Price and the August 2017 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing August 2017 Note Conversion Price or August 2017 Offering Warrant Exercise Price. Such adjustment shall result in the August 2017 Note Conversion Price and August 2017 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $472,675 debt discount relating to 396,250 August 2017 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. 

 

In connection with the August 2017 Convertible Note Offering, the Company paid a placement agent a cash fee of $90,508 to for services rendered in connection therewith on a "best-efforts" basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost. 

  

During the year ended December 31, 2018, the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below). 

 

During the year ended December 31, 2018 the Company has repaid $114,000 of principal and $18,410 of unpaid interest.

 

The First December 2017 Note

 

On December 27, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the "First December 2017 Note"). The First December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 25,000 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $35,525 debt discount relating to the warrants issued to the investor 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 The First December 2017 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The First December 2017 Note is secured by a second priority lien on the assets of the Company.

 

During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018 Equity Raise (as defined below).

 

The February 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2018 Investors") for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company's short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 72,669 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

  

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.

  

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

 

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

 

The Company recorded a $316,875 debt discount relating to 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined in Note 7 below).

 

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

 

The March 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt.

  

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

 

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

 

The Company recorded a $254,788 debt discount relating to 240,342 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

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

  

The February 2019 Convertible Note Offering

 

During the nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025.

  

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

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

 

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

 

The Company recorded a $222,632 debt discount relating to 133,190 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.

 

As of the date of this filing, certain notes in this offering with maturity dates prior to March 20, 2020 have not been repaid, but the Company is in negotiations with the holders about an extension agreement. 

 

The July 2019 Tal Loan Agreement

 

On July 26, 2019, the Company entered into a loan agreement (the "July 2019 Tal Loan Agreement") with Robert Tal, whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "July 2019 Tal Note"). Pursuant to the July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the July 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

 

The August 2019 Tal Loan Agreement

 

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "August 2019 Tal Note"). Pursuant to the August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the August 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

 

The First September 2019 Tal Loan Agreement

 

On September 4, 2019, the Company entered into a loan agreement (the "First September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $15,000 (the "First September 2019 Tal Note"). Pursuant to the First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

 

The Second September 2019 Tal Loan Agreement

 

On September 26, 2019, the Company entered into a loan agreement (the "Second September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,500 (the "Second September 2019 Tal Note"). Pursuant to the Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 188 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $12,500 in principal and $1,250 in interest and the loan is no longer outstanding. 

  

The November 2019 Convertible Note Offering

 

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

  

The November 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "November 2019 Note" and together, the "November 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a fixed conversion price equal to $4.50 per share.

 

The November 2019 Notes mature six months after the anniversary of their issuance dates. At any time on or after the Maturity Date, at the election of the Offering's Purchaser, this Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest of this Note on the date of such conversion by $4.50.

  

The Company recorded a $84,377 debt discount relating to an original issue discount equal to $79,933 and a beneficial conversion feature of $4,444. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.
v3.20.1
Related Party
 12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party

Note 8 – Related Party

 

Note receivable

 

October 2019 Cacher Loan Agreement

 

On October 28, 2019, the Company entered into a loan agreement with Cacher Studios LLC (the "October 2019 Cacher Loan Agreement") whereby Cacher Studios issued the Company a promissory note in the principal amount of $11,450 (the "October 2019 Cacher Note"). The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC's revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter. Cacher Studios LLC is owned and operated by Alexandra Frommer, daughter of Jeremy Frommer, the Company's CEO.

 

Convertible notes

 

Convertible notes payable – related party as of December 31, 2019 and 2018 is as follows:

 

    Outstanding Principal as of               Warrants granted  
    December 31,
2019		     December 31,
2018		     Interest
Rate		     Maturity Date   Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering     400       400       14 %   April 2020     59,850       4.00  
The February 2019 Convertible Note Offering     20,000       -       10 %   May 2020     1,320       6.00  
      20,400       400                              
Less: Debt Discount     (13 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      20,387       328                              
Less: Current Debt     (20,387 )     -                              
Total Long-Term Debt   $ -     $ 328                              

 

The August 2017 Convertible Note Offering 

 

During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the "The August 2017 Convertible Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "August 2017 Investors") for aggregate gross proceeds of $505,000. In addition, $645,000 of the Company's short-term debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering. These conversions resulted in the issuance of 227,756 warrants with a fair value of $440,157 and the increase of principal of $60,000. These resulted in a loss on extinguishment of debt of $500,157.

 

The Company offered, through a placement agent, $6,000,000 of units of its securities (each, an "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Note" and together the "August 2017 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The August 2017 Notes mature on the second (2nd) anniversary of their issuance dates.

 

The Conversion Price of the August 2017 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

  

The Company recorded a $160,700 debt discount relating to 126,250 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

  

During the year ended December 31, 2018, the Company converted $1,416,026 of principal and $202,362 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

 

The Second December 2017 Note

 

On December 21, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the "Second December 2017 Note"). The Second December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 25,000 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $36,722 debt discount relating to the warrants issued to the investor 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 The Second December 2017 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The Second December 2017 Note is secured as a second priority lien on the assets of the Company.

 

During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the note is no longer outstanding.  

 

The February 2018 Convertible Note Offering

 

During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "Investors") for aggregate gross proceeds of $25,000.

 

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Note" and together the "February 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The February 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.

 

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

 

The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature ("BCF"). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $1,063, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

 

The Company recorded a $11,054 debt discount relating to 6,250 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.

  

In connection with the Offering, the Company retained Network 1 Financial Securities, Inc. (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $3,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 625 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the year ended December 31, 2018, the Company converted $25,000 of principal and $2,219 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

 

The Second February 2018 Note

 

On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the "Second February 2018 Note"). The Second February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on December 31, 2018. In addition, the Company issued a warrant to purchase 4,075 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note The Second February 2018 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The Second February 2018 Note is secured as a second priority lien on the assets of the Company.

 

During the year ended December 31, 2018, the Company has repaid $5,298 in principal. In addition, the Company converted $35,452 of principal and $4,116 of unpaid interest into the August 2018 Equity Raise (as defined below). 

 

The March 2018 Convertible Note Offering

 

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

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.

 

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

 

The Company recorded a $84,854 debt discount relating to 59,850 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

  

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

 

The February 2019 Convertible Note Offering

 

During the Nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000.

  

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 1,320 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

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

  

The Company recorded a $2,465 debt discount relating to 1,320 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

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

 

Notes payable

 

Notes payable – related party as of December 31, 2019 and 2018 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   December 31,
2019		   December 31,
2018		   Interest
Rate		   Maturity Date  Quantity   Exercise
Price		 
The May 2016 Rosen Loan Agreement  $-   $1,000,000    13%  November 26, 2017   50,000   $8.00 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Rosen Loan Agreement   -    56,695    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    40,000    6%  August 17, 2018   7,500    4.00 
The December 2018 Gravitas Loan Agreement   -    50,000    6%  January 22, 2019   2,500    6.00 
The December 2018 Rosen Loan Agreement   -    75,000    6%  January 26, 2019   3,750    6.00 
The January 2019 Rosen Loan Agreement   -    -    10%  February 15, 2019   15,000    6.00 
The February 2019 Gravitas Loan Agreement   -    -    5%  February 28, 2019   375    6.00 
The February 2019 Rosen Loan Agreement   -    -    10%  February 28, 2019   5,000    6.00 
The June 2019 Loan Agreement   4,825,000    -    12.5%  December 3, 2019   -    - 
The July 2019 Gravitas Loan Agreement   -    -    5%  September 1, 2019   1,000    6.00 
The September 2019 Schiller Loan Agreement   -    -    4.5%  October 9, 2019   1,000    6.00 
The September 2019 Tal Loan Agreement   -    -    5%  October 7, 2019   188    6.00 
The December 2019 Gravitas Loan Agreement   300,000    -    6.7%  March 1, 2020   -    - 
    5,155,863    1,231,695                   
Less: Debt Discount   -    (8,125)                  
Less: Debt Issuance Costs   (26,521)   -                   
    5,129,342    1,223,073                   
Less: Current Debt   (5,129,342)   (1,223,073)                  
   $-   $-                   

  

The May 2016 Rosen Loan Agreement

 

On May 26, 2016, the Company entered into a loan agreement (the "May 2016 Rosen Loan Agreement") with Arthur Rosen, an individual ("Rosen"), pursuant to which on May 26, 2016 (the "Closing Date"), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the "May 2016 Rosen Loan"). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the "Rosen Security Agreement"), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company's assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company's common stock at a purchase price of $2.00 per share (the "May 2016 Rosen Warrant"). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the "Conversion Date"), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the "May 2016 Rosen Loan Interest") into the Company's August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below).

  

The September 2017 Rosen Loan Agreement

 

On September 8, 2017, the Company entered into a loan agreement (the "September 2017 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $224,000 (the "September 2017 Rosen Note"). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,250 shares of the Company's common stock at a purchase price of $4.00 per share. On November 13, 2017, in consideration for extending the September 2017 Rosen Note, Rosen was issued a warrant to purchase 5,000 shares of the Company's common stock exercisable within five (5) years and with an exercise price of $4.00 per share.

 

On February 20, 2018, the Company entered into a forbearance agreement whereby the Company issued Rosen a five-year warrant to purchase 22,400 shares of the Company's common stock at a purchase price of $4.00 per share. These warrants had a fair value of $65,378 which was recorded to Loss on extinguishment of debt. The new maturity date of the September 2017 Rosen Loan Agreement is September 8, 2018.

  

During the year December 31, 2018, the Company converted $224,000 of principal and $20,496 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding.

 

The November 2017 Schiller Loan Agreement

 

On November 20, 2017, the Company entered into a loan agreement (the "November 2017 Schiller Loan Agreement") with Mr. Len Schiller ("Schiller"), a member of the Company's Board of Directors, whereby the Company issued Schiller a promissory note in the principal amount of $25,000 (the "November 2017 Schiller Note"). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. During the year ended December 31, 2018 the Company repaid $25,000 in principal and $637 in interest and the loan is no longer outstanding. 

 

The January 2018 Rosen Loan Agreement

 

On January 16, 2018, the Company entered into a loan agreement (the "January 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $60,000 (the "January 2018 Rosen Note"). The January 2018 Rosen Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 4.00. Pursuant to the January 2018 Rosen Loan Agreement, the January 2018 Rosen Note bears interest at a rate of 6% per annum and was payable on the maturity date of January 31, 2018 (the "January 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan became due. During the year ended December 31, 2018, the Company repaid $60,000 in principal and $200 in interest and the loan is no longer outstanding.

 

The January 2018 Gordon Loan Agreement

 

On January 16, 2018, the Company entered into a loan agreement (the "January 2018 Gordon Loan Agreement") with Mr. Christopher Gordon ("Gordon"), whereby the Company issued Gordon a promissory note in the principal amount of $40,000 (the "January 2018 Gordon Note"). The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 4.00. Pursuant to the January 2018 Gordon Loan Agreement, the January 2018 Gordon Note bears interest at a rate of 6% per annum and payable on the maturity date of January 31, 2018 (the "January 2018 Gordon Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the January 2018 Gordon Note became due. During the year ended December 31, 2018, the Company repaid $40,000 in principal and $105 in interest and the loan is no longer outstanding. 

 

The First March 2018 Rosen Loan Agreement

 

On March 4, 2018, the Company entered into a loan agreement (the "First March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the "First March 2018 Rosen Note"). As additional consideration for entering in the First March 2018 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the First March 2018 Rosen Loan Agreement, the First March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 19, 2018 (the "First March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $260 in interest and the loan is no longer outstanding. 

 

The Second March 2018 Rosen Loan Agreement

 

On March 9, 2018, the Company entered into a loan agreement (the "Second March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $15,000 (the "Second March 2018 Rosen Note"). As additional consideration for entering in the Second March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second March 2018 Rosen Loan Agreement, the Second March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 24, 2018 (the "Second March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $15,000 in principal and $365 in interest and the loan is no longer outstanding.

 

The Third March 2018 Rosen Loan Agreement

 

On March 13, 2018, the Company entered into a loan agreement (the "Third March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the "Third March 2018 Rosen Note"). As additional consideration for entering in the Third March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Third March 2018 Rosen Loan Agreement, the Third March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 28, 2018 (the "Third March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $230 in interest and the loan is no longer outstanding. 

 

The May 2018 Schiller Loan Agreement

 

On May 2, 2018, the Company entered into a loan agreement (the "May 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal amount of $100,000 (the "May 2018 Schiller Note"). As additional consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 300,000 shares of the Company's common stock at a purchase price of $0.20 per share. Pursuant to the May 2018 Schiller Loan Agreement, the May 2018 Schiller Note bears interest at a rate of 13% per annum and is payable on the maturity date of February 02, 2019 (the "May 2018 Schiller Maturity Date").

 

During the year ended December 31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding. 

  

The June 2018 Frommer Loan Agreement

 

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the "June 2018 Frommer Maturity Date"). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On December 15, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date to May 15, 2020.

 

The First July 2018 Schiller Loan Agreement

 

On July 3, 2018, the Company entered into a loan agreement (the "First July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the "First July 2018 Schiller Note"). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.  Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

 

During the year ended December 31, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding.  

 

The Second July 2018 Schiller Loan Agreement

 

On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. On December 15, 2019 the Company entered into an agreement that further extended the maturity date of this loan to May 15, 2020.

 

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

  

The First July 2018 Rosen Loan Agreements

 

On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

During the year ended December 31, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and the loan is no longer outstanding. 

  

The Second July 2018 Rosen Loan Agreements

 

On July 18, 2018, the Company entered into a loan agreement (the "Second July 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the "Second July 2018 Rosen Note") resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 7,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 10,198 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

During the year ended December 31, 2019 the company repaid $50,000 of principal and $2,900 of unpaid interest and the loan is no longer outstanding.

 

The November 2018 Rosen Loan Agreement

 

On November 29, 2018, the Company entered into a loan agreement (the "November 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $25,000 (the "November 2018 Rosen Note"). As additional consideration for entering in the November 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 1,250 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the November 2018 Rosen Loan Agreement, the November 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of December 23, 2018 (the "November 2018 Rosen Maturity Date").

 

During the year ended December 31, 2018, the Company repaid $25,000 of principal and $33 of unpaid interest and the loan is no longer outstanding.

 

The December 2018 Rosen Loan Agreement

 

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the "December 2018 Rosen Note"). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the "December 2018 Rosen Maturity Date"). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 35,194 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

 

During the year ended December 31, 2019 $75,000 in principal and $3,463 of unpaid interest was converted into the June 2019 Loan Agreement and the loan is no longer outstanding.  

 

The December 2018 Gravitas Capital Loan Agreement

 

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the "December 2018 Gravitas Capital Note"). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 2,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019  (the "December 2018 Gravitas Capital Maturity Date").

  

During the year ended December 31, 2019 the Company repaid $50,000 in principal and $250 in interest and the loan is no longer outstanding.

  

The January 2019 Rosen Loan Agreement

 

On January 30, 2019, the Company entered into a loan agreement (the "January 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the "January 2019 Rosen Note"). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the "January 2019 Rosen Maturity Date"). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 35,194 shares of common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

 

During the year ended December 31, 2019 $175,000 in principal and $15,073 in interest was converted into the June 2019 Loan Agreement and the loan is no longer outstanding.  

 

The February 2019 Gravitas Capital Loan Agreement

 

On February 6, 2019, the Company entered into a loan agreement (the "February 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the "February 2019 Gravitas Capital Note"). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019  (the "February 2019 Gravitas Capital Maturity Date").

 

During the year ended December 31, 2019 the Company repaid $75,000 in principal and $3,500 in interest and the loan is no longer outstanding. 

 

The February 2019 Rosen Loan Agreement

 

On February 14, 2019, the Company entered into a loan agreement (the "February 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the "February 2019 Rosen Note"). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 5,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date"). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

 

During the year ended December 31, $50,000 in principal and $3,208 in interest was converted into the June 2019 Loan Agreement and the loan is no longer outstanding.  

  

The March 2019 Gravitas Capital Loan Agreement

 

On March 11, 2019, the Company entered into a loan agreement (the "March 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the "March 2019 Gravitas Capital Note"). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date"). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 500 warrants to purchase common stock of the Company at an exercise price of $6.00.

 

During the year ended December 31, 2019 the company repaid $80,000 of principal and $10,000 of unpaid interest and the loan is no longer outstanding.

    

The May 2019 Loan Agreement

 

On May 31, 2019, the Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.

 

During the year ended December 31, 2019 the Company repaid $10,000 in principal and $500 in interest and the loan is no longer outstanding. 

 

The June 2019 Loan Agreement

 

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. If not paid by the maturity date, interest increases to 14.5%. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

  

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

 

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

 

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

 

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

 

On February 27, 2020, the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $5.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering.

 

As of December 31, 2019 this loan had not been repaid and the Company began accruing interest at 14.5% as of the Maturity Date.

 

The July 2019 Gravitas Capital Loan Agreement

 

On July 16, 2019, the Company entered into a loan agreement (the "July 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $100,000 (the "July 2019 Gravitas Capital Note"). As additional consideration for entering in the July 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the July 2019 Gravitas Capital Loan Agreement, the July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date"). On September 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to November 1, 2019. As part of the extension agreement, the Company issued Gravitas Capital warrants to purchase 1,000 shares of common stock of the Company at an exercise price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $100,000 in principal $15,000 in interest and extended the maturity date of the loan. 

  

The August 2019 Schiller Loan Agreement

 

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Schiller Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $15,000 (the "August 2019 Schiller Note"). Pursuant to the August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month. As additional consideration for entering in the August 2019 Schiller Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

  

The September 2019 Schiller Loan Agreement

 

On September 26, 2019, the Company entered into a loan agreement (the "September 2019 Schiller Loan Agreement"), whereby the Company issued Schiller a promissory note in the principal amount of $50,000 (the "September 2019 Schiller Note"). Pursuant to the September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month. As additional consideration for entering in the First September 2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $50,000 in principal and $2,250 in interest and the loan is no longer outstanding. 

 

The October 2019 Frommer Loan Agreement

 

On October 7, 2019, the Company entered into a loan agreement (the "October 2019 Frommer Loan Agreement") with Jeremy Frommer, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "October 2019 Frommer Note"). Pursuant to the October 2019 Frommer Loan Agreement, the October 2019 Frommer Note has a flat interest rate of $500. As additional consideration for entering in the October 2019 Frommer Loan Agreement, the Company issued Frommer a five-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the year ended December 31, 2019 the Company repaid $10,000 in principal and $225 in interest and the loan is no longer outstanding. 

 

The December 2019 Gravitas Loan Agreement

 

On December 23, 2019, the Company entered into a loan agreement (the "December 2019 Gravitas Loan Agreement"), whereby the Company issued Gravitas a promissory note in the principal amount of $300,000 (the "December 2019 Gravitas Note"). Pursuant to the December 2019 Gravitas Loan Agreement, the December 2019 Gravitas Note has a flat interest payment of $20,000. As of the date of this filing, the note has not been repaid, but the Company is in negotiations with the holder about an extension agreement.

 

Demand loan

 

On June 6, 2018, Rosen made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured. On July 12, 2018, this note was converted into The Second July 2018 Rosen Loan Agreements.

 

On March 29, 2019, Mark Standish made non-interest bearing loans of $300,000 to the Company in the form of cash. The loan is due on demand and is unsecured. In April 2019 the company papered this note as part of the February 2019 Convertible Note Offering.

 

On June 13, 2019, Standish made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended the company repaid $25,000 of principal.

 

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

 

Officer compensation

 

During the years ended December 31, 2019 and 2018 the Company paid $122,470 and $109,407, respectively for living expenses for officers of the Company.
v3.20.1
Stockholders' Deficit
 12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' Deficit

Note 9 – Stockholders' Deficit

 

Shares Authorized

 

The Company is 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.

  

Reverse Stock Split

 

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

 

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

 

Preferred Stock

 

As of December 31, 2019, and 2018 there were no preferred stock issued or outstanding.

   

Series A Cumulative Convertible Preferred Stock

 

On February 13, 2015, 100,000 shares of preferred stock were designated as Series A Cumulative Convertible Preferred Stock ("Series A"). Each share of Series A shall have a stated value equal to $100 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series A Stated Value").

 

The holders of the Series A shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series A Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock, as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series A and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series A is issued. Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company's option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. 

 

The dividends on the Series A shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A or any shares of any other class of stock ranking on a parity with the Series A and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock.

 

Holder of Series A shall have the right at any time after the issuance, to convert such shares, accrued but unpaid declared dividends on the Series A and any other sum owed by the Corporation arising from the Series A into fully paid and non-assessable shares of Common Stock (the "Conversion Shares") of the Corporation determined in accordance with the applicable conversion price (the "Conversion Price"). 

 

The number of Conversion Shares issuable upon conversion shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder's election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series A shall be $5.00, subject to adjustment.

  

During the year ended December 31, 2016 the conversion price was adjusted to $3.28

 

The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. 

  

The holders of our Series A do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series A shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder's Series A on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series A is required to for the following actions:

 

(a) amending the Corporation's articles of incorporation or by-laws if such amendment would adversely affect the Series A

 

(b) purchasing any of the Corporation's securities other than required redemptions of Series A and repurchase under restricted stock and option agreements authorizing the Corporation's employees;

 

(c) effecting a Liquidation Event;

 

(d) declaring or paying any dividends other than in respect of the Series A; and

 

(e) issuing any additional securities having rights senior to or on parity with the Series A.

 

During the years ended December 31, 2018, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A. 

  

During the year ended December 31, 2018 the Company converted the remaining Series A into the August 2018 Equity Raise. See below.

 

Series B Cumulative Convertible Preferred Stock

 

On December 21, 2015, 20,000 shares of preferred stock were designated as Series B Cumulative Convertible Preferred Stock ("Series B"). Each share of Series B shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series B Stated Value").

 

The holders of outstanding shares of Series B shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series B Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined. Such dividends shall compound annually and be fully cumulative and shall accumulate from the date of original issuance of the Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series B is issued. Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred.

  

The dividends on the Series B shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series B then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series B for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series B or any shares of any other class of stock ranking on a parity with the Series B and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock.

 

Holders of shares of Series B shall have the right at any time commencing after the issuance to convert such shares, accrued but unpaid declared dividends on the Series B into fully paid and non-assessable shares of Common Stock (the "Conversion Shares") of the Corporation determined in accordance with the applicable conversion price (the "Conversion Price"). All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series B Stated Value of the Series B.  

 

The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series B Stated Value being converted and/or (B) at the Holder's election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series B shall be $6.00, subject to adjustment.

 

During the year ended December 31, 2016 the conversion price was adjusted to $3.94.

 

The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation.

 

The holders of our Series B do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series B shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder's Series B on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series B is required to for the following actions:

 

(a) amending the Corporation's articles of incorporation or by-laws if such amendment would adversely affect the Series B

 

(b) purchasing any of the Corporation's securities other than required redemptions of Series B and repurchase under restricted stock and option agreements authorizing the Corporation's employees;

 

(c) effecting a Liquidation Event;

 

(d) declaring or paying any dividends other than in respect of the Company's Series A or Series B; and

 

(e) issuing any additional securities having rights senior to the Series B. 

  

During the years ended December 31, 2018, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B.

 

During the year ended December 31, 2018 the Company converted the remaining Series B into the August 2018 Equity Raise. See below.

    

Common Stock

 

On January 31, 2018, the Company issued 18,750 shares of its restricted common stock to settle outstanding vendor liabilities of $3,750. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $375. 

 

During the year ended December 31, 2018, the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2018 the Company recorded $72,835 to share based payments.

 

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

 

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

 

August 2018 Equity Raise

 

Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829 and $2,787,462 during the years ended December 31, 2019 and 2018 respectively. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 129,966 and 557,492 shares of common stock at $5.00 per share and received warrants to purchase 129,966 and 557,492 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").

 

The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants).

 

In connection with the August 2018 Equity Raise, the Company will issue 110,000 shares of Common Stock, will pay fees of $161,406 and will grant warrants to purchase 6,999 shares of common stock at an exercise price of $6.00 per share for services rendered as the Company's placement agent in the Private Offering. The Company has recorded $334,985 to stock issuance costs, which are part of Additional Paid-in Capital. 

 

Letter Agreements for the Conversion of Debt and Preferred Stock

 

In connection with the August 2018 Equity Raise, the Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 2,256,448 shares of Common Stock at a conversion price equal to $4.00 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 1,128,225 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 7, 8 and 9.

 

Concurrently with its entrance in the Debt Conversion Agreements, the Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 1,343,329 shares of Common Stock at conversion prices equal to $3.94 per share for Series A and $3.28 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 671,665 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations.

  

Tender offers

 

    Warrants
subject to
tender		     Common
shares
issuable		     Warrants
tendered		     Shares
issued		  
Tender offer 1     3,091,648       1,030,539       2,546,581       848,854  
Tender offer 2     2,687,742       1,336,371       2,502,607       1,251,319  
Total     5,779,390       2,366,910       5,049,188       2,100,173  

 

Tender 1

  

In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (1,667) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

 

Tender 2 

 

In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (2,500) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

 

Stock Options

 

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

 

The assumptions used for options granted during the year ended December 31, 2019 and 2018 are as follows:

 

   December 31,
2019		   December 31,
2018		 
Exercise price   $4.40-2.20    6.00-15 
Expected dividends   0%   0%
Expected volatility   102.76%   93.64%-116.27% 
Risk free interest rate   1.61%   2.2%-2.56 
Expected life of option   10 years    3.6 - 4.3 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, 2017 – outstanding   882,500   $8.40    3.27 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled/Modified   -    -    - 
Balance – December 31, 2018 – outstanding   882,500    8.40    3.27 
Balance – December 31, 2018 – exercisable   765,833    7.20    3.25 
                
Balance – December 31, 2018 – outstanding   882,500    8.40    3.27 
Granted   29,000    3.22    10.01 
Exercised   -    -    - 
Cancelled/Modified   -    -    - 
Balance – December 31, 2019 – outstanding   911,500    8.16    2.51 
Balance – December 31, 2019 – exercisable   911,500   $8.16    2.51 

 

During the year ended December 31, 2019 the Company granted options of 29,000 to consultants. As of the date of this filing the company has not issued these options.

 

At December 31, 2019, the aggregate intrinsic value of options outstanding and exercisable was $0 and $0, respectively.

 

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $14,336 and $446,123, for the year ended December 31, 2018 and 2019, respectively.

 

The following is a summary of the Company's stock options granted during the year ended December 31, 2019:

 

Options   Value   Purpose for Grant
 29,000   $3,021   Service Rendered

  

 

The following is a summary of the Company's stock options granted during the year ended December 31, 2018:

 

Options     Value     Purpose for Grant
  35,000     $ 56,495     Service Rendered

 

Warrants

 

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

 

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

  

   December 31,  
2019		    December 31,
2018  		 
Exercise price   $6.00     $ 4.00-$6.00 
Expected dividends    0%   0%
Expected volatility     78.50% - 116.92%     92.14% - 109.54%
Risk free interest rate     1.32% - 2.75%     1.64% - 3.09%
Expected life of warrant     4 – 5 years      4 – 5 years 

 

Warrant Activities

 

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

 

   Warrants   Weighted
Average
Exercise
Price		 
         
Outstanding – December 31, 2017   2,312,000   $5.00 
Granted   3,236,141    5.40 
Exercised   -    - 
Forfeited/Cancelled   -    - 
Outstanding – December 31, 2018   5,548,141    5.40 
Granted   463,832    5.89 
Exercised   -    - 
Forfeited/Cancelled   (5,269,753)   5.32 
Outstanding and Exercisable – December 31, 2019   742,221   $5.25 

  

Warrants Outstanding Warrants Exercisable 
 Exercise price    Number
Outstanding		    Weighted
Average
Remaining
Contractual
Life
(in years)		    Weighted
Average
Exercise Price		    Number
Exercisable		    Weighted
Average
Exercise Price		 
$5.25    742,221    2.71    5.25    742,221    2.71 

   

During the year ended December 31, 2019, a total of 133,190 warrants were issued with convertible notes (See Note 6 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 128,905 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $205,509 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 1,320 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the year ended December 31, 2019, a total of 129,966 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2019, a total of 42,443 warrants were issued in exchange for services. The warrants have a grant date fair value of $122,777 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the year ended December 31, 2018, a total of 2,962,884 warrants were issued with promissory notes (See Note 6 above). The warrants have a grant date fair value of $501,268 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2018, a total of 10,481,016 warrants were issued with convertible notes (See Note 7 above). The warrants have a grant date fair value of $1,284,683 using a Black-Scholes option-pricing model and the above assumptions.

  

During the year ended December 31, 2018, a total of 2,530,242 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $429,340 using a Black-Scholes option-pricing model and the above assumptions.

 

During the year ended December 31, 2018, a total of 1,403,500 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $162,834 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the year ended December 31, 2018, a total of 47,287,641 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $6,418,381 using a Black-Scholes option-pricing model and the above assumptions.
v3.20.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Commitments and Contingencies

Note 10 – Commitments and Contingencies

 

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. 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. Total amount due under this lease is $108,229

 

The components of lease expense were as follows:

 

   Year Ended
December 31,
2019		 
Operating lease cost  $101,341 
Short term lease cost   (6,434)
Total net lease cost  $94,907 

 

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

 

   Year Ended
December 31,
2019		 
Cash paid for amounts included in the measurement of lease liabilities:     
ROU asset obtained in exchange for lease obligation   349,997 
Operating lease payments   60,764 
      
Weighted average remaining lease term (in years):   3.5 
      
Weighted average discount rate:   13%

 

Total future minimum payments required under the lease as of December 31, 2019 are as follows:

 

Twelve Months Ending December 31,    
2020  $104,922 
2021   108,983 
2022   114,627 
2023   53,094 
Total  $381,626 

 

Rent expense for the years ended December 31, 2019 and 2018 was $198,473 and $179,186 respectively. 
v3.20.1
Income Taxes
 12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11 – Income Taxes

 

Components of deferred tax assets are as follows:

 

   December 31,
2019		   December 31,
2018		 
Net deferred tax assets – Non-current:          
Depreciation  $(63,676)  $14,168 
Amortization   7,437    -   
Stock based compensation   659,384    533,187 
Expected income tax benefit from NOL carry-forwards   5,229,445    3,413,650 
Less valuation allowance   (5,832,590)   (3,961,005)
Deferred tax assets, net of valuation allowance  $-     $-   

 

Income Tax Provision in the Consolidated Statements of Operations

 

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

 

   For the Year Ended
December 31,
2019		   For the Year Ended
December 31,
2018		 
         
Federal statutory income tax rate   21.0%   21.0%
State tax rate, net of federal benefit   6.5%   6.5%
           
Change in valuation allowance on net operating loss carry-forwards   (27.5)%   (27.5)%
           
Effective income tax rate   0.0%   0.0%

  

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2019 and 2018. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2019 and 2018.

 

As of December 31, 2019, the Company had approximately $ 21 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes.

 

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

 

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

 

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

   

Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available
v3.20.1
Subsequent Event
 12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Event

Note 12 – Subsequent Events

 

Subsequent to December 31, 2019 the company entered into seven promissory note agreements. The Company received proceeds of $584,900. As additional consideration for entering in the promissory note agreements, the investors were granted a total of 748 warrants to purchase the Company's common stock.

 

Subsequent to December 31, 2019 the company entered into five convertible promissory note agreements. The Company received proceeds of $770,000. As additional consideration for entering in the convertible promissory note agreements, the investors were granted a total of 144,995 warrants to purchase the Company's common stock. 
v3.20.1
Significant and Critical Accounting Policies and Practices (Policies)
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

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

 

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

   

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

  

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

 

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

 

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

 

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

 

Actual results could differ from those estimates.
Principles of consolidation

Principles of consolidation 

 

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

 

As of December 31, 2019, the Company’s consolidated subsidiaries and/or entities are as follows:

 

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

 

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

Fair Value of Financial Instruments

 

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

 

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

  

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

 

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

 

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

Cash Equivalents

 

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

 

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

Property and Equipment

 

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

 

    Estimated Useful
Life
(Years)
     
Computer equipment and software   3
Furniture and fixture   2

 

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

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

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

  

We review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of our single reporting unit below its carrying value. As of December 31, 2019, no impairment of goodwill has been identified.

 

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.
Commitments and Contingencies

Commitments and Contingencies

 

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

  

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

 

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

Foreign Currency

 

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

Revenue Recognition

 

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

 

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

 

We determine revenue recognition through the following steps:

 

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

 

  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price;

  

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

 

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

  

Revenue disaggregated by revenue source for the years ended December 31, 2019 and 2018 consists of the following:

 

   Year Ended
December 31,		 
   2019   2018 
Branded content  $107,115   $60,485 
Managed Services   283,332    - 
Creator Subscriptions   31,997    - 
Affiliate sales   15,300    11,553 
Other revenue   15,042    8,860 
   $453,006   $80,898 

  

Branded Content

 

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

 

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

 

  ● The Company collects fixed fees ranging from $5,000 to $45,000

 

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

 

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

 

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

 

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

 

Affiliate Sales

 

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

  

Subscription

 

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

  

Managed Services

 

The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts 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.
Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2019 and 2018, the Company had deferred revenue of $50,691 and $9,005, respectively.
Accounts Receivable and Allowances

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2019 the Company recorded $33,503 as reserve doubtful accounts. As of December 31, 2019 and 2018 the Company has an allowance for doubtful accounts of $33,503 and $0 respectively.
Stock-Based Compensation

Stock-Based Compensation

 

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

 

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

 

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

 

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

Income Taxes

 

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

 

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

   

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

 

During the year ended December 31, 2019, we recognized a $292,383 benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company. Unrecognized tax benefits associated with these tax credits total $68,000.
Loss Per Share

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2019 and 2018 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at December 31, 2019 and 2018:

 

   December 31, 
   2019   2018 
Options   911,500    882,500 
Warrants   742,221    5,542,954 
Convertible notes - related party   5,438    2,889 
Convertible notes   724,751    41,989 
Totals   2,383,910    6,470,332 
Reclassifications

Reclassifications

 

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities.
Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

  

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.
Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

 

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

 

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statemen

 

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements for fair value measurements. We do not believe the updated guidance, which is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in Accounting Standards Codification ("ASC") 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.
v3.20.1
Significant and Critical Accounting Policies and Practices (Tables)
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate   State or other jurisdiction of
incorporation or organization		   Company Ownership Interest  
             
Jerrick Ventures LLC   Delaware     100%  
Abacus Tech Pty Ltd   Australia     100%  
Seller’s Choice, LLC   New Jersey     100%  
Jerrick Global, LLC   Delaware     100%  
Jerrick Investment Advisors LLC   Delaware     100%  
Jerrick Partners LLC   Delaware     100%  
Maven Tech LLC   Delaware     100%  
OG Collection LLC   Delaware     100%  
VMENA LLC   Delaware     100%  
Vocal For Brands, LLC   Delaware     100%  
Vocal Ventures LLC   Delaware     100%  
What to Buy, LLC   Delaware     100%  
Schedule of property and equipment estimated useful lives
    Estimated Useful
Life
(Years)
     
Computer equipment and software   3
Furniture and fixture   2
Schedule of revenue disaggregated by revenue

   Year Ended
December 31,		 
   2019   2018 
Branded content  $107,115   $60,485 
Managed Services   283,332    - 
Creator Subscriptions   31,997    - 
Affiliate sales   15,300    11,553 
Other revenue   15,042    8,860 
   $453,006   $80,898 
Schedule of common stock equivalents

   December 31, 
   2019   2018 
Options   911,500    882,500 
Warrants   742,221    5,542,954 
Convertible notes - related party   5,438    2,889 
Convertible notes   724,751    41,989 
Totals   2,383,910    6,470,332 
v3.20.1
Acquisition of Seller’s Choice (Tables)
 12 Months Ended
Dec. 31, 2019
Merger Agreement [Abstract]  
Schedule of merger transaction

    Shares     Amount  
Consideration paid prior to Closing:            
Cash paid           $ 40,000  
Total consideration paid     -     $ 40,000  
Consideration paid at Closing:                
Cash paid           $ 300.000  
Common stock issued at closing (1)     333,334     $ 1,166,669  
Note payable due March 11, 2020             660,000  
Total consideration to be paid           $ 2,126,669  
                 
Total consideration           $ 2,166,669  

 

  

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.
Schedule of pro-forma combined results of operations

   Year Ended 
   December 31,
2018		 
Revenues, net  $705,537 
Net loss attributable to common shareholders  $(14,250,859)
Net loss per share  $(3.80)
Weighted average number of shares outstanding   3,751,825 

 

    Year Ended  
    December 31,
2019		  
Revenues, net   $ 1,121,521  
Net loss attributable to common shareholders   $ (8,176,763 )
Net loss per share   $ (0.97 )
Weighted average number of shares outstanding     8,455,095  
v3.20.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Summary of property and equipment

    December 31,
2019		     December 31,
2018		  
Computer Equipment   $ 239,940     $ 223,574  
Furniture and Fixtures     86,888       61,803  
Leasehold Improvements     -       25,446  
      326,828       310,823  
Less: Accumulated Depreciation     (284,465 )     (268,380 )
    $ 42,363     $ 42,443  
v3.20.1
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Schedule of notes payable

   Outstanding Principal as of          Warrants granted 
   December 31,
2019		   December  31,
2018		   Interest Rate   Maturity Date  Quantity   Exercise
Price		 
July 2018 Loan Agreement   -    50,000    6%  August 2018   15,000    - 
Seller's Choice Note   660,000    -    9.5%  September 2020   -    - 
    660,000    50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $660,000   $49,926                   
v3.20.1
Convertible Note Payable (Tables)
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
   Outstanding Principal as of                Warrants granted 
   December 31,
2019		    December 31,
2018		    Interest
Rate		   Conversion
Price		    Maturity Date  Quantity    Exercise
Price		 
The February 2018 Convertible Note Offering   75,000     75,000     15%   4.00 (*)  January – February 2020   253,919     4.00 
The March 2018 Convertible Note Offering   75,000     75,000     14%   4.00 (*)  March – April 2020   240,342     4.00 
The February 2019 Convertible Note Offering   

2,311,703

     -     10%   5.00 (*)  February – March 2020   133,190     6.00 
The November 2019 Convertible Note Offering   559,433     -     12%   4.50    May – June 2020   -     - 
    

3,021,136

     150,000                           
Less: Debt Discount   (124,096)    (17,280)                          
Less: Debt Issuance Costs   (614)    (9,239)                          
    

2,896,425

     123,481                           
Less: Current Debt   

(2,896,425

)    -                           
Total Long-Term Debt  $-    $123,481                           

 

(*) As subject to adjustment as further outlined in the notes
v3.20.1
Related Party (Tables)
 12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party

    Outstanding Principal as of               Warrants granted  
    December 31,
2019		     December 31,
2018		     Interest
Rate		     Maturity Date   Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering     400       400       14 %   April 2020     59,850       4.00  
The February 2019 Convertible Note Offering     20,000       -       10 %   May 2020     1,320       6.00  
      20,400       400                              
Less: Debt Discount     (13 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      20,387       328                              
Less: Current Debt     (20,387 )     -                              
Total Long-Term Debt   $ -     $ 328                              
Schedule of notes payable - related party

 

   Outstanding Principal as of          Warrants granted 
   December 31,
2019		   December 31,
2018		   Interest
Rate		   Maturity Date  Quantity   Exercise
Price		 
The May 2016 Rosen Loan Agreement  $-   $1,000,000    13%  November 26, 2017   50,000   $8.00 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Rosen Loan Agreement   -    56,695    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    40,000    6%  August 17, 2018   7,500    4.00 
The December 2018 Gravitas Loan Agreement   -    50,000    6%  January 22, 2019   2,500    6.00 
The December 2018 Rosen Loan Agreement   -    75,000    6%  January 26, 2019   3,750    6.00 
The January 2019 Rosen Loan Agreement   -    -    10%  February 15, 2019   15,000    6.00 
The February 2019 Gravitas Loan Agreement   -    -    5%  February 28, 2019   375    6.00 
The February 2019 Rosen Loan Agreement   -    -    10%  February 28, 2019   5,000    6.00 
The June 2019 Loan Agreement   4,825,000    -    12.5%  December 3, 2019   -    - 
The July 2019 Gravitas Loan Agreement   -    -    5%  September 1, 2019   1,000    6.00 
The September 2019 Schiller Loan Agreement   -    -    4.5%  October 9, 2019   1,000    6.00 
The September 2019 Tal Loan Agreement   -    -    5%  October 7, 2019   188    6.00 
The December 2019 Gravitas Loan Agreement   300,000    -    6.7%  March 1, 2020   -    - 
    5,155,863    1,231,695                   
Less: Debt Discount   -    (8,125)                  
Less: Debt Issuance Costs   (26,521)   -                   
    5,129,342    1,223,073                   
Less: Current Debt   (5,129,342)   (1,223,073)                  
   $-   $-                   
v3.20.1
Stockholders' Deficit (Tables)
 12 Months Ended
Dec. 31, 2019
Warrant [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of warrant

    Warrants
subject to
tender		     Common
shares
issuable		     Warrants
tendered		     Shares
issued		  
Tender offer 1     3,091,648       1,030,539       2,546,581       848,854  
Tender offer 2     2,687,742       1,336,371       2,502,607       1,251,319  
Total     5,779,390       2,366,910       5,049,188       2,100,173  

 
Schedule of assumptions used for options and warrants granted
   December 31,  
2019		   December 31,
2018		 
Exercise price  $6.00   $4.00-$6.00 
Expected dividends   0%   0%
Expected volatility   78.50% - 116.92 %   92.14% - 109.54%
Risk free interest rate   1.32% - 2.75%   1.64% - 3.09%
Expected life of warrant   4 – 5 years    4 – 5 years 
Schedule of stock option and warrant activity
   Warrants   Weighted
Average
Exercise
Price		 
         
Outstanding – December 31, 2017   2,312,000   $5.00 
Granted   3,236,141    5.40 
Exercised   -    - 
Forfeited/Cancelled   -    - 
Outstanding – December 31, 2018   5,548,141    5.40 
Granted   463,832    5.89 
Exercised   -    - 
Forfeited/Cancelled   (5,269,753)   5.32 
Outstanding and Exercisable – December 31, 2019   742,221   $5.25 
Schedule of outstanding and exercisable
Warrants Outstanding   Warrants Exercisable 
Exercise price   Number
Outstanding		   Weighted
Average
Remaining
Contractual
Life
(in years)		   Weighted
Average
Exercise Price		   Number
Exercisable		   Weighted
Average
Exercise Price		 
$5.25    742,221    2.71    5.25    742,221    2.71 
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of assumptions used for options and warrants granted
   December 31,
2019		   December 31,
2018		 
Exercise price   $4.40-2.20    6.00-15 
Expected dividends   0%   0%
Expected volatility   102.76%   93.64%-116.27% 
Risk free interest rate   1.61%   2.2%-2.56 
Expected life of option   10 years    3.6 - 4.3 years 
Schedule of stock option and warrant activity
   Options   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		 
Balance – December 31, 2017 – outstanding   882,500   $8.40    3.27 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled/Modified   -    -    - 
Balance – December 31, 2018 – outstanding   882,500    8.40    3.27 
Balance – December 31, 2018 – exercisable   765,833    7.20    3.25 
                
Balance – December 31, 2018 – outstanding   882,500    8.40    3.27 
Granted   29,000    3.22    10.01 
Exercised   -    -    - 
Cancelled/Modified   -    -    - 
Balance – December 31, 2019 – outstanding   911,500    8.16    2.51 
Balance – December 31, 2019 – exercisable   911,500   $8.16    2.51 
Schedule of outstanding and exercisable

The following is a summary of the Company's stock options granted during the year ended December 31, 2019:

 

Options   Value   Purpose for Grant
 29,000   $3,021   Service Rendered

  

 

The following is a summary of the Company's stock options granted during the year ended December 31, 2018:

 

Options     Value     Purpose for Grant
  35,000     $ 56,495     Service Rendered
v3.20.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Schedule of components of lease expense

   Year Ended
December 31,
2019		 
Operating lease cost  $101,341 
Short term lease cost   (6,434)
Total net lease cost  $94,907 
Schedule of supplemental cash flow and other information related to leases

   Year Ended
December 31,
2019		 
Cash paid for amounts included in the measurement of lease liabilities:     
ROU asset obtained in exchange for lease obligation   349,997 
Operating lease payments   60,764 
      
Weighted average remaining lease term (in years):   3.5 
      
Weighted average discount rate:   13%
Schedule of future minimum lease payments
Twelve Months Ending December 31,    
2020  $104,922 
2021   108,983 
2022   114,627 
2023   53,094 
Total  $381,626 
v3.20.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of components of deferred tax assets

   December 31,
2019		   December 31,
2018		 
Net deferred tax assets – Non-current:          
Depreciation  $(63,676)  $14,168 
Amortization   7,437    -   
Stock based compensation   659,384    533,187 
Expected income tax benefit from NOL carry-forwards   5,229,445    3,413,650 
Less valuation allowance   (5,832,590)   (3,961,005)
Deferred tax assets, net of valuation allowance  $-     $-  
Schedule of reconciliation of the federal statutory income tax rate
   For the Year Ended
December 31,
2019		   For the Year Ended
December 31,
2018		 
         
Federal statutory income tax rate   21.0%   21.0%
State tax rate, net of federal benefit   6.5%   6.5%
           
Change in valuation allowance on net operating loss carry-forwards   (27.5)%   (27.5)%
           
Effective income tax rate   0.0%   0.0%
v3.20.1
Organization and Operations (Details) - shares
 12 Months Ended
Feb. 05, 2016
Dec. 31, 2019
Sep. 11, 2018
Seller Choice LLC [Member]      
Organization and Operations (Textual)      
Acquired percentage     100.00%
Kent Campbell [Member]      
Organization and Operations (Textual)      
Cancelled of common stock 39,091    
Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash    
Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash    
Parent Company [Member] | Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 33,415    
Parent Company [Member] | Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 8,064    
Great Plains Holdings Inc [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 1,425,000    
v3.20.1
Significant and Critical Accounting Policies and Practices (Details)
 12 Months Ended
Dec. 31, 2019
Jerrick Ventures LLC [Member]  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Abacus Tech Pty Ltd [Member]  
Name of combined affiliate Abacus Tech Pty Ltd
State or other jurisdiction of incorporation or organization Australia
Company ownership interest 100.00%
Seller's Choice, LLC [Member]  
Name of combined affiliate Seller's Choice, LLC
State or other jurisdiction of incorporation or organization New Jersey
Company ownership interest 100.00%
Jerrick Global, LLC [Member]  
Name of combined affiliate Jerrick Global, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Investment Advisors LLC [Member]  
Name of combined affiliate Jerrick Investment Advisors LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Partners LLC [Member]  
Name of combined affiliate Jerrick Partners LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Maven Tech LLC [Member]  
Name of combined affiliate Maven Tech LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
OG Collection LLC [Member]  
Name of combined affiliate OG Collection LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
VMENA LLC [Member]  
Name of combined affiliate VMENA LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal For Brands, LLC [Member]  
Name of combined affiliate Vocal For Brands, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal Ventures LLC [Member]  
Name of combined affiliate Vocal Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
What to Buy, LLC [Member]  
Name of combined affiliate What to Buy, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
v3.20.1
Significant and Critical Accounting Policies and Practices (Details 1)
 12 Months Ended
Dec. 31, 2019
Furniture and fixture [Member]  
Property and Equipment, Estimated Useful Life (Years) 2 years
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
v3.20.1
Significant and Critical Accounting Policies and Practices (Details 2) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 453,006 $ 80,898
Branded content [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 107,115 60,485
Managed Services [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 283,332
Affiliate sales [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 15,300 11,553
Other revenue [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 15,042 8,860
Creator Subscriptions [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 31,997
v3.20.1
Significant and Critical Accounting Policies and Practices (Details 3) - shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 2,383,910 6,470,332
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 5,438 2,889
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 724,751 41,989
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 911,500 882,500
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 742,221 5,542,954
v3.20.1
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Significant and Critical Accounting Policies and Practices (Textual)    
Deferred revenue $ 50,691 $ 9,005
Liquid investments purchase maturity, description Liquid investments with a maturity of three months or less.  
Payment related percentage, description The client pays 50% at signing and 50% upon completion  
Managed services, description Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month.  
Unrecognized tax benefits $ 68,000  
Research and development tax credits 292,383  
Reserve doubtful accounts 33,503  
Allowance for doubtful accounts $ 33,503
Subscription [Member]    
Significant and Critical Accounting Policies and Practices (Textual)    
Payment related percentage, description Vocal+ is a premium subscription offering for Vocal creators.  In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, 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 in advance are deferred until they are earned.  
Maximum [Member]    
Significant and Critical Accounting Policies and Practices (Textual)    
Fixed fees ranging $ 45,000  
Affiliate sales percentage 20.00%  
Minimum [Member]    
Significant and Critical Accounting Policies and Practices (Textual)    
Fixed fees ranging $ 5,000  
Affiliate sales percentage 2.00%  
v3.20.1
Going Concern (Details)
 12 Months Ended
Dec. 31, 2019
USD ($)
Going Concern (Textual)  
Accumulated deficit net loss $ 8,000,000
Net cash used in operating activities $ 5,900,000
v3.20.1
Acquisition of Seller’s Choice (Details) - USD ($)
 12 Months Ended
Sep. 11, 2019
Dec. 31, 2019
Dec. 31, 2018
Consideration paid prior to Closing:      
Cash paid   $ 340,000
Seller's Choice, LLC. [Member]      
Consideration paid prior to Closing:      
Cash paid $ 40,000    
Total consideration paid 40,000    
Consideration paid at Closing:      
Cash paid 300,000    
Common stock issued at closing [1] 1,166,669    
Note payable due March 11, 2020 660,000    
Total consideration to be paid 2,126,669    
Total consideration $ 2,166,669    
Common stock to be issued at closing, shares [1] 333,334    
[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.
v3.20.1
Acquisition of Seller’s Choice (Details 1) - Seller's Choice, LLC. [Member] - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Revenues, net $ 1,121,521 $ 705,537
Net loss attributable to common shareholders $ (8,176,763) $ (14,250,859)
Net loss per share $ (0.97) $ (3.80)
Weighted average number of shares outstanding 8,455,095 3,751,825
v3.20.1
Acquisition of Seller’s Choice (Details Textual) - Seller's Choice, LLC. [Member]
Sep. 11, 2019
USD ($)
$ / shares
shares
Common Stock | shares 333,334 [1]
Cash $ 340,000
Amounts previously paid to shareholders 40,000
Promissory Note in principal amount $ 660,000
Promissory Note bearing interest rate 100.00%
Merger transaction share price | $ / shares $ 3.50
[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.
v3.20.1
Property and Equipment (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]    
Total Property & Equipment $ 326,828 $ 310,823
Less: Accumulated Depreciation (284,465) (268,380)
Net Property and Equipment 42,363 42,443
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total Property & Equipment 239,940 223,574
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total Property & Equipment 86,888 61,803
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total Property & Equipment $ 25,446
v3.20.1
Property and Equipment (Details Textual) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Property and Equipment (Textual)    
Depreciation expense $ 19,053 $ 42,218
v3.20.1
Notes Payable (Details) - USD ($)
 12 Months Ended
Nov. 08, 2018
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]      
Note payable, Outstanding Principal   $ 660,000 $ 49,926
Exercise Price     $ 0.20
Less: Debt Discount    
Less: Debt Issuance Costs   (26,521)
July 2018 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Interest and principal both due date Mar. 07, 2019   Aug. 31, 2018
Warrants, Quantity 10,203   15,000
Exercise Price $ 6.00    
Notes Payable [Member]      
Debt Instrument [Line Items]      
Note payable, Outstanding Principal   660,000 $ 50,000
Less: Debt Discount    
Less: Debt Issuance Costs     (74)
Notes Payable   660,000 49,926
Notes Payable [Member] | Seller's Choice Note      
Debt Instrument [Line Items]      
Note payable, Outstanding Principal   $ 660,000  
Interest Rate   9.50%  
Interest and principal both due date   Sep. 30, 2020  
Warrants, Quantity    
Exercise Price    
Notes Payable [Member] | July 2018 Loan Agreement [Member]      
Debt Instrument [Line Items]      
Note payable, Outstanding Principal   50,000
Interest Rate   6.00%  
Interest and principal both due date   Aug. 31, 2018  
Warrants, Quantity   15,000  
Exercise Price    
Less: Debt Discount  
Less: Debt Issuance Costs    
v3.20.1
Notes Payable (Details Textual) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 11, 2019
Nov. 08, 2018
Sep. 07, 2018
Mar. 14, 2018
Jun. 30, 2017
Jun. 12, 2017
Aug. 31, 2018
Jul. 31, 2018
Jun. 30, 2018
May 31, 2018
Nov. 29, 2017
Nov. 28, 2017
Jul. 21, 2017
Mar. 17, 2017
Feb. 28, 2017
Dec. 31, 2019
Dec. 31, 2018
Feb. 08, 2018
Notes Payable (Textual)                                    
Exercisable price                                 $ 0.20  
Repaid principal                               $ 50,000 $ 264,939  
Debt discount                                  
Principal payments                                 50,000  
Unpaid interest                                 1,700  
Aggregate gross proceeds                               791,833  
Debt discount                               215,032    
Loss on extinguishment of debt                               (162,860) $ (3,453,137)  
Seller's Choice Purchase Agreement [Member]                                    
Notes Payable (Textual)                                    
Maturity date Mar. 11, 2020                                  
Interest Rate 9.50%                                  
Aggregate principal amount $ 660,000                                  
Notes conversion, description Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding.                                  
Repaid principal                               0    
Principal payments                               $ 16,198    
Subscription Arrangement [Member] | Private Placement [Member]                                    
Notes Payable (Textual)                                    
Interest Rate                           6.00%        
Aggregate principal amount                           $ 975,511        
Aggregate gross proceeds of common stock                           $ 916,585        
July Two Thousand Eighteen Offering [Member]                                    
Notes Payable (Textual)                                    
Maturity date   Mar. 07, 2019                             Aug. 31, 2018  
Warrants purchase of common stock   10,203                             15,000  
Exercisable price   $ 6.00                                
Warrant term                                 4 years  
Aggregate gross proceeds                                 $ 100,000  
July Two Thousand Eighteen Offering [Member] | Subscription Arrangement [Member]                                    
Notes Payable (Textual)                                    
Interest Rate                   13.00%                
Exercisable price                   $ 4.00                
Aggregate principal amount                   $ 1,200,000                
Notes conversion, description                   The Company’s securities (each, a “May 2018 Unit” and collectively, the “May 2018 Units”), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a “May 2018 Offering Note” and, together, the “May 2018 Offering Notes”), and (ii) a four-year warrant (“May 2018 Offering Warrant”) to purchase the number of shares of the Company’s common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the “May 2018 Warrant Shares”) at an exercise price of $4.00 per share (the “May Offering Warrant Exercise Price”), subject to adjustment upon the terms thereof.                
Notes Payable, Other Payables [Member]                                    
Notes Payable (Textual)                                    
Maturity date         Sep. 01, 2017                          
Interest Rate         10.00%                          
Exercisable price         $ 4.00                          
Warrant term         5 years                          
Loan Agreement One [Member]                                    
Notes Payable (Textual)                                    
Promissory note       $ 50,000                            
Maturity date       Mar. 29, 2018                            
Interest Rate       12.00%                            
Warrants purchase of common stock       5,000                            
Exercisable price       $ 4.00                            
Warrant term       5 years                            
Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note           $ 50,000                        
Maturity date           Sep. 01, 2017                        
Interest Rate           10.00%                        
Warrants purchase of common stock           1,750 1,667 15,000         100,000          
Exercisable price           $ 4.00   $ 4.00                    
Warrant term           5 years 4 years 4 years                    
Gross proceeds of private placement offering             $ 33,333                      
Repaid principal     $ 33,333                           50,000  
Gain on forgiveness of debt                                 $ 4,424  
Debt discount             $ 4,178 $ 34,569                    
Issuance of notes payable               $ 100,000                    
First November Two Thousand Seventeen Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                       $ 100,000            
Notes conversion, description                       The First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017 Note”). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company’s common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity Date”). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.            
February 2017 Offering Note [Member]                                    
Notes Payable (Textual)                                    
Maturity date                                 Feb. 28, 2017  
Interest Rate                             15.00%      
Warrants purchase of common stock                                 25,000  
Exercisable price                               $ 4.00    
Warrant term                                 5 years  
Aggregate principal amount                             $ 575,511      
Aggregate gross proceeds of common stock                               $ 400,000    
Notes conversion, description                             The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering.    
Principal payments                                 $ 131,606  
Unpaid interest                                 45,931  
Converted principal amount                                 268,394  
Conversion of unpaid interest                                 $ 21,620  
Conversion common stock, Shares                                 36,122  
Issuance of warrants                                 72,243  
Warrant grant date fair value                                 $ 104,124  
Loss on extinguishment of debt                                 70,219  
Second November Two Thousand Seventeen Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                     $ 50,000              
Notes conversion, description                     The Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017 Note”). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 1,250 shares of the Company’s common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second November 2017 Maturity Date”). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.              
Third November Two Thousand Seventeen Loan Agreement [Member]                                    
Notes Payable (Textual)                                    
Promissory note                     $ 100,000              
Notes conversion, description                     The Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017 Note”). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company’s common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.              
May Two Thousand Eighteen Offerings [Member]                                    
Notes Payable (Textual)                                    
Converted principal amount                                 608,500  
Conversion of unpaid interest                                 $ 723,780  
Debt discount                               $ 91,275    
Convertible Note Offering Three [Member]                                    
Notes Payable (Textual)                                    
Interest Rate                                   18.00%
Convertible Note Offering Twnety One [Member]                                    
Notes Payable (Textual)                                    
Aggregate gross proceeds of common stock                 $ 608,500                  
v3.20.1
Convertible Note Payable (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Short-term Debt [Line Items]    
Outstanding Principal $ 3,021,136 $ 150,000
Less: Debt Discount (124,096) (17,280)
Less: Debt Issuance Costs (614) (9,239)
Total 2,896,425 123,481
Less: Current Debt (2,896,425)
Total Long-Term Debt 123,481
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 75,000 75,000
Interest Rate 15.00%  
Conversion Price [1] $ 4.00  
Warrants, Quantity 253,919  
Warrants, Exercise Price 4.00  
The February 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2020  
The February 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 75,000 75,000
Interest Rate 14.00%  
Conversion Price [1] $ 4.00  
Warrants, Quantity 240,342  
Warrants, Exercise Price 4.00  
The March 2018 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The March 2018 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Apr. 30, 2020  
The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 2,311,703
Interest Rate 10.00%  
Conversion Price [1] $ 5.00  
Warrants, Quantity 133,190  
Warrants, Exercise Price 6.00  
The February 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
The February 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
The November 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 559,433
Interest Rate 12.00%  
Conversion Price $ 4.50  
Warrants, Quantity  
Warrants, Exercise Price  
The November 2019 Convertible Note Offering [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date May 31, 2020  
The November 2019 Convertible Note Offering [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jun. 30, 2020  
[1] As subject to adjustment as further outlined in the notes
v3.20.1
Convertible Note Payable (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 4 Months Ended 12 Months Ended
Sep. 04, 2019
Aug. 06, 2019
Jun. 30, 2017
Sep. 26, 2019
Jul. 26, 2019
Mar. 31, 2018
Aug. 31, 2017
Sep. 30, 2019
Dec. 31, 2018
Nov. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Dec. 27, 2017
Convertible Note Payable (Textual)                            
Convertible notes payable outstanding balance                 $ 150,000   $ 3,021,136 $ 150,000    
Debt discount                 17,280   124,096 17,280    
Debt issuance costs                   26,521    
Proceeds from issuance of convertible notes                     $ 791,833    
Exercise price                 $ 0.20     $ 0.20    
Unpaid interest                       $ 1,700    
Principal amount                       50,000    
Maturity date, description                     On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.      
Repaid principal                     $ 50,000 264,939    
Repaid of interest                     767      
The November 2019 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Convertible note                     $ 479,500      
Conversion price per share                     $ 0.001      
Debt discount                     $ 84,377      
Debt issuance costs                     $ 79,933      
Exercise price                     $ 4.50      
Conversion feature of debt instrument                     $ 4,444      
Offering discount percentage                     10.00%      
Beneficial conversion feature                     $ 4,444      
Accounts Payable into offering                     318,678      
The February 2019 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Note accrues interest rate               33.00%            
Conversion price per share               $ 0.001            
Debt discount               $ 222,632            
Debt issuance costs               $ 1,993,025            
Issuance of warrants               133,190            
Exercise price               $ 5.00            
Bridge loans               $ 1,500,000            
Offering discount percentage               10.00%            
Conversion shares               6            
Warrants purchase of common stock               133,190            
The March 2018 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Converted principal amount                       886,367    
Debt discount                     254,788      
Debt issuance costs           $ 770,000                
Issuance of warrants           47,842                
Interest amount of convertible notes           $ 767                
Fair value derivative liability           84,087                
Secured debt           $ 50,000                
Convertible secured promissory note, description           A maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.                
Unpaid interest           $ 140,600         $ 19,758 51,293    
The March 2018 Convertible Note Offering [Member] | Warrants Issued to Investors [Member]                            
Convertible Note Payable (Textual)                            
Issuance of warrants                     240,342      
The February 2018 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Converted principal amount                       940,675    
Debt issuance costs                 $ 725,000     725,000    
Issuance of warrants                 72,669   3,625,000      
Interest amount of convertible notes                 $ 40,675          
Conversion feature of debt instrument                     $ 37,350      
Placement fees                     $ 94,250      
Convertible redeemable debentures, percentage                     10.00%      
Fair value derivative liability                 181,139     181,139    
Secured debt                 $ 250,000     250,000    
Convertible secured promissory note, description                     A maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.      
Conversion shares                     362,500      
Conversion shares fair value                     $ 74,881      
Unpaid interest                       86,544    
Beneficial conversion feature                     37,350      
The First December 2017 Note [Member]                            
Convertible Note Payable (Textual)                            
Converted principal amount                       100,000    
Unpaid interest                       10,292    
The First December 2017 Note [Member]                            
Convertible Note Payable (Textual)                            
Note accrues interest rate                           15.00%
Conversion price per share                           $ 4.00
Convertible notes payable outstanding balance                           $ 100,000
Debt discount                           $ 35,525
Warrants issued to purchase shares                           25,000
August 2017 Convertible Note [Member]                            
Convertible Note Payable (Textual)                            
Converted principal amount                       114,000    
Unpaid interest                       18,410    
The August 2017 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Converted principal amount                       2,830,764    
Debt discount             $ 472,675              
Debt issuance costs                   $ 101,561        
Issuance of warrants             396,250     339,571        
Interest amount of convertible notes                   $ 40,146        
Conversion feature of debt instrument                   583,681        
Placement fees             $ 90,508              
Secured debt                   $ 1,217,177        
Convertible secured promissory note, description                   The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note", and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock ("August 2017 Offering Conversion Shares") at a conversion price of $4.00 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $4.00 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates.        
Aggregate principal amount                   $ 1,585,000        
Unpaid interest                       $ 409,287    
Beneficial conversion feature                   $ 583,681        
The June 2017 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Convertible note     $ 71,500                      
Converted principal amount     $ 71,500                      
Note accrues interest rate     12.00%                      
Interest and principal both due date     Sep. 01, 2017                      
Warrant term     5 years                      
Issuance of warrants     3,378                      
Exercise price     $ 4.00                      
Offering discount percentage     15.00%                      
The November 2016 Convertible Note Offering [Member]                            
Convertible Note Payable (Textual)                            
Convertible note                     20,000   $ 400,000  
Converted principal amount                         $ 25,000  
Note accrues interest rate                         10.00%  
Interest and principal both due date                         Dec. 29, 2017  
Warrant term                         5 years  
Issuance of warrants                         400,000  
Exercise price                         $ 6.00  
Principal amount of convertible notes                         $ 375,000  
Interest amount of convertible notes                         30,719  
Aggregate principal amount                         $ 4,417  
The July 2019 Tal Loan Agreement                            
Convertible Note Payable (Textual)                            
Warrants issued to purchase shares         180                  
Exercise price         $ 6.00                  
Principal amount         $ 12,000                  
Maturity date, description         The July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month.                  
Repaid principal                     12,000      
Repaid of interest                     600      
The August 2019 Tal Loan Agreement                            
Convertible Note Payable (Textual)                            
Warrants issued to purchase shares   180                        
Exercise price   $ 6.00                        
Principal amount   $ 12,000                        
Maturity date, description   The August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month.                        
Repaid principal                     12,000      
Repaid of interest                     600      
The First September 2019 Tal Loan Agreement [Member]                            
Convertible Note Payable (Textual)                            
Warrants issued to purchase shares 225                          
Exercise price $ 6.00                          
Principal amount $ 15,000                          
Maturity date, description The First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month.                          
Repaid principal                     15,000      
Repaid of interest                     750      
The Second September 2019 Tal Loan Agreement                            
Convertible Note Payable (Textual)                            
Convertible note                     12,500      
Warrants issued to purchase shares       188                    
Exercise price       $ 6.00                    
Interest amount of convertible notes                     1,250      
Principal amount       $ 12,500                    
Maturity date, description       The Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month.                    
Repaid principal                     12,500      
Repaid of interest                     $ 1,250      
v3.20.1
Related Party (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,400 $ 400
Less: Debt Discount (13) (72)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 20,387 328
Less: Current Debt (20,387)
Total Long-Term Debt 328
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 400 400
Interest Rate 14.00%  
Warrants, Quantity 240,342  
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Maturity Date, description April 2020  
Warrants, Quantity 59,850  
Warrants, Exercise Price 4.00  
The February 2019 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,000
Interest Rate 10.00%  
Maturity Date, description May 2020  
Warrants, Quantity 1,320  
Warrants, Exercise Price 6.00  
v3.20.1
Related Party (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 5,155,863 $ 1,231,695
Less: Debt Discount (8,125)
Less: Debt Issuance Costs (26,521)
Notes payable 5,129,342 1,223,073
Less: Current Debt (5,129,342) (1,223,073)
Notes payable - related party, net
The May 2016 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 1,000,000
Interest Rate 13.00%  
Maturity Date Nov. 26, 2017  
Warrants, Quantity 50,000  
Warrants, Exercise Price $ 8.00  
The June 2018 Frommer Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 10,000 10,000
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 1,500  
Warrants, Exercise Price $ 4.00  
The July 2018 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 56,695
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 1,500  
Warrants, Exercise Price $ 4.00  
The July 2018 Schiller Loan Agreements [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 20,863 40,000
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 7,500  
Warrants, Exercise Price $ 4.00  
The December 2018 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 50,000
Interest Rate 6.00%  
Maturity Date Jan. 22, 2019  
Warrants, Quantity 2,500  
Warrants, Exercise Price $ 6.00  
The December 2018 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross 75,000
Interest Rate 6.00%  
Maturity Date Jan. 26, 2019  
Warrants, Quantity 3,750  
Warrants, Exercise Price $ 6.00  
The January 2019 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 10.00%  
Maturity Date Feb. 15, 2019  
Warrants, Quantity 15,000  
Warrants, Exercise Price $ 6.00  
The February 2019 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 5.00%  
Maturity Date Feb. 28, 2019  
Warrants, Quantity 375  
Warrants, Exercise Price $ 6.00  
The February 2019 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 10.00%  
Maturity Date Feb. 28, 2019  
Warrants, Quantity 5,000  
Warrants, Exercise Price $ 6.00  
The June 2019 Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 4,825,000
Interest Rate 12.50%  
Maturity Date Dec. 03, 2019  
Warrants, Quantity  
Warrants, Exercise Price  
The July 2019 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 5.00%  
Maturity Date Sep. 01, 2019  
Warrants, Quantity 1,000  
Warrants, Exercise Price $ 6.00  
The September 2019 Schiller Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 4.50%  
Maturity Date Oct. 09, 2019  
Warrants, Quantity 1,000  
Warrants, Exercise Price $ 6.00  
The September 2019 Tal Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate 5.00%  
Maturity Date Oct. 07, 2019  
Warrants, Quantity 188  
Warrants, Exercise Price $ 6.00  
The December 2019 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 300,000
Interest Rate 6.70%  
Maturity Date Mar. 01, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
v3.20.1
Related Party (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 28, 2019
Oct. 07, 2019
Sep. 16, 2019
Sep. 04, 2019
Aug. 12, 2019
Aug. 06, 2019
Jun. 13, 2019
Jun. 13, 2019
Jun. 03, 2019
Apr. 12, 2019
Nov. 08, 2018
Jul. 18, 2018
Jul. 17, 2018
Jul. 03, 2018
Jun. 06, 2018
May 02, 2018
Mar. 13, 2018
Mar. 09, 2018
Mar. 04, 2018
Feb. 08, 2018
Sep. 06, 2017
Dec. 31, 2019
Dec. 23, 2019
Dec. 17, 2019
Sep. 26, 2019
Jul. 29, 2019
Jul. 26, 2019
Jul. 16, 2019
Jun. 29, 2019
May 31, 2019
Mar. 29, 2019
Mar. 11, 2019
Feb. 18, 2019
Dec. 27, 2018
Nov. 29, 2018
Nov. 08, 2018
Jun. 29, 2018
Feb. 20, 2018
Jan. 16, 2018
May 26, 2016
Mar. 31, 2018
Sep. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 21, 2017
Sep. 19, 2019
Feb. 06, 2019
Nov. 20, 2017
Nov. 13, 2017
Sep. 08, 2017
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                                                       $ 50,000              
Maturity date, description                                                                                     On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.                
Debt discount                                           $ 215,032                                         $ 215,032                
Exercise price                                                                                       $ 0.20              
Repaid principal                                                                                     50,000 $ 264,939              
Repaid of interest                                                                                     767                
Related party made non-interest bearing loans             $ 100,000               $ 50,000                 $ 150,000             $ 300,000                                        
Living expenses                                                                                     122,470 109,407              
January 2019 Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                           $ 175,000                                         175,000                
Unpaid interest                                                                                     $ 15,073                
Maturity date, description                                                             The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.                                    
Interest rate                                           10.00%                                         10.00%                
Interest and principal both due date                                                                                     Feb. 15, 2019                
February 2019 Gravitas Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Promissory note                                                                                               $ 75,000      
Warrants issued to purchase shares                                                                                               375      
Exercise price                                                                                               $ 6.00      
Interest rate                                                                                               5.00%      
Interest and principal both due date                                                                                     Feb. 28, 2019                
Repaid principal                                                                                     $ 75,000                
Repaid of interest                                                                                     3,500                
February 2019 Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                           $ 50,000                                         50,000                
Unpaid interest                                                                                     $ 3,208                
Maturity date, description                   The Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019.                                         The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.                                        
Warrant term                                                               4 years                                      
Interest rate                                           10.00%                                         10.00%                
Interest and principal both due date                                                                                     Feb. 28, 2019                
March 2019 Gravitas Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Maturity date, description                                                               The March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date").                                      
Promissory note                                                               $ 80,000                                      
Warrants issued to purchase shares                   500                                           375                                      
Exercise price                   $ 6.00                                           $ 6.00                                      
Interest rate                   6.00%                                           6.00%                                      
Interest and principal both due date                                                               Apr. 11, 2019                                      
Repaid principal                                                                                     $ 80,000                
Repaid of interest                                                                                     10,000                
The February 2019 Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repaid principal               $ 25,000                                                                                      
Related party made non-interest bearing loans               $ 100,000                                             $ 300,000                                        
May 2019 Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Maturity date, description                                                           The Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.                                          
Promissory note                                                           $ 10,000                                          
Warrants issued to purchase shares                                                           150                                          
Exercise price                                                           $ 4.00                                          
Repaid principal                                                                                     10,000                
Repaid of interest                                                                                     $ 500                
June 2019 [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Interest and principal both due date                                                                                     Dec. 03, 2019                
July 2019 Gravitas Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                       $ 100,000                             $ 100,000                
Unpaid interest                                                                                     $ 15,000                
Maturity date, description                                                       The July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date").                                              
Warrants issued to purchase shares                                                       1,000                                     1,000        
Exercise price                                                       $ 6.00                                     $ 6.00        
Interest and principal both due date                                                                                     Sep. 01, 2019                
July 2019 Tal Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                     $ 12,000                                                
Maturity date, description                                                     The July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month.                                                
Warrants issued to purchase shares                                                     180                                                
Exercise price                                                     $ 6.00                                                
Repaid principal                                                                                     $ 12,000                
Repaid of interest                                                                                     600                
August 2019 Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount           $ 15,000                                                                                          
Maturity date, description           The August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month.                                                                                          
Warrants issued to purchase shares           225                                                                                          
Exercise price           $ 6.00                                                                                          
Repaid principal                                                                                     15,000                
Repaid of interest                                                                                     750                
August 2019 Tal oan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount           $ 12,000                                                                                          
Maturity date, description           The August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month.                                                                                          
Warrants issued to purchase shares           180                                                                                          
Exercise price           $ 6.00                                                                                          
Repaid principal                                                                                     12,000                
Repaid of interest                                                                                     600                
First September 2019 Tal Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount       $ 15,000                                                                                              
Maturity date, description       The First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month.                                                                                              
Warrants issued to purchase shares       225                                                                                              
Exercise price       $ 6.00                                                                                              
Repaid principal                                                                                     15,000                
Repaid of interest                                                                                     750                
Second September 2019 Tal Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                           $ 12,500                                         12,500                
Principal amount                                                 $ 12,500                                                    
Unpaid interest                                                                                     1,250                
Maturity date, description                                                 The Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month.                                                    
Warrants issued to purchase shares                                                 188                                                    
Exercise price                                                 $ 6.00                                                    
Repaid principal                                                                                     12,500                
Repaid of interest                                                                                     1,250                
The September 2019 Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                           $ 50,000                                         50,000                
Principal amount                                                 $ 50,000                                                    
Unpaid interest                                                                                     2,250                
Maturity date, description                                                 The September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month.                                                    
Warrants issued to purchase shares                                                 1,000                                                    
Exercise price                                                 $ 6.00                                                    
The October 2019 Frommer Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount   $ 10,000                                                                                 10,000                
Unpaid interest                                                                                     $ 225                
Maturity date, description   The October 2019 Frommer Note has a flat interest rate of $500.                                                                                                  
Warrants issued to purchase shares   150                                                                                                  
Exercise price   $ 6.00                                                                                                  
The December 2019 Gravitas Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                             $ 300,000                                                        
Maturity date, description                                             The December 2019 Gravitas Note bears interest at a rate of $20,000 per month.                                                        
The June 2019 Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Interest rate                                           14.50%                                         14.50%                
Notes conversion, description                 The Company entered into a loan agreement (the “June 2019 Loan Agreement”), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. If not paid by the maturity date, interest increases to 14.5%. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                                                                                    
Loan agreement, description                                                                                     On February 27, 2020, the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $5.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering.                
First Amendment Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Loan agreement, description                                                   The June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                                                  
Second Amendment Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Loan agreement, description         The June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                                                                                            
Third Amendment Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Loan agreement, description     The June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.                                                                                                
October 2019 Cacher Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount $ 11,450                                                                                                    
Repaid principal $ 2,500                                                                                                    
Loan agreement, description The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC’s revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter.                                                                                                    
The January Two Thousand Eighteen Gordon Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repayment of principal                                                                                       40,000              
Convertible secured promissory note, description                                                                             The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 4.00.                        
Promissory note                                                                             $ 40,000                        
Interest rate                                                                             6.00%                        
Interest and principal both due date                                                                             Jan. 31, 2018                        
Repaid of interest                                                                                       105              
The January Two Thousand Eighteen Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repayment of principal                                                                                       60,000              
Convertible secured promissory note, description                                                                             The January 2018 Rosen Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 4.00.                        
Promissory note                                                                             $ 60,000                        
Interest rate                                                                             6.00%                        
Interest and principal both due date                                                                             Jan. 31, 2018                        
Repaid of interest                                                                                       200              
The First March Two Thousand Eighteen Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repayment of principal                                                                                       10,000              
Promissory note                                     $ 10,000                                                                
Warrant term                                     5 years                                                                
Warrants issued to purchase shares                                     500                                                                
Exercise price                                     $ 4.00                                                                
Interest rate                                     12.00%                                                                
Interest and principal both due date                                     Mar. 19, 2018                                                                
Repaid of interest                                                                                       $ 260              
The February 2018 Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible secured promissory note, description                                                                                       The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.              
Placement agent cash fee                                                                                       $ 3,250              
Notes conversion, description                                                                                       The Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 625 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.              
May 2016 Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Unpaid interest                                         $ 124,306                                                            
Maturity date, description                                                                               The Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019.                      
Warrant term                                                                               5 years                      
Warrants issued to purchase shares                                                                               50,000                      
Interest rate                                                                               12.50%                      
Interest and principal both due date                                                                               Nov. 26, 2017                      
Secured term loan                                                                               $ 1,000,000                      
Purchase price per share                                                                               $ 2                      
September Two Thousand Seventeen Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                                                       $ 224,000              
Unpaid interest                                                                                       20,496              
Loss on extinguishment of debt                                                                           $ 65,378                          
Promissory note                                                                                                     $ 224,000
Warrant term                                                                           5 years                          
Warrants issued to purchase shares                                                                           22,400                       5,000 1,250
Exercise price                                                                           $ 4.00                       $ 4.00 $ 4.00
Interest and principal both due date                                                                           Sep. 08, 2018                          
November Two Thousand Seventeen Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repayment of principal                                                                                       25,000              
Promissory note                                                                                                 $ 25,000    
Interest rate                                                                                                 15.00%    
Repaid of interest                                                                                       637              
June 2018 Frommer Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Fair value of warrants                     $ 4,645                                                                                
Maturity date, description                                                         The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.   The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019.   On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.                                    
Promissory note                                                                         $ 10,000                            
Warrant term                                                                         4 years                            
Warrants issued to purchase shares                     40,854                                           2,077     40,854 2,043                            
Exercise price                                                                 $ 6.00       $ 6                            
Interest rate                                                                         6.00%                            
Interest and principal both due date                     Mar. 07, 2019                                   Aug. 17, 2018                                            
Purchase price per share                                                                         $ 4                            
First July 2018 Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                                       $ 4,137                              
Unpaid interest                                                                                     $ 1,123                
Maturity date, description                                                             The Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019.                                    
Promissory note                           $ 35,000                                                                          
Warrants issued to purchase shares                           3,750                                                                          
Exercise price                           $ 4.00                                                                          
Interest rate                           6.00%                                                                          
Interest and principal both due date                           Aug. 17, 2018                                                                          
Notes conversion, description                                                                       As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.                              
Repaid principal                                                                                     10,000                
Second July 2018 Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Principal amount                                                                                     4,137                
Maturity date, description                     The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.                                       The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.                                    
Promissory note                         $ 25,000                                                                            
Warrants issued to purchase shares                     5,095   3,750                                       5,180     5,095                              
Exercise price                     $ 6.00   $ 4.00                                       $ 6.00     $ 6.00                              
Interest rate                         6.00%                                                                            
Interest and principal both due date                         Aug. 17, 2018                                                                            
Second July 2018 Rosen Loan Agreements [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Maturity date, description                                                             The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.                                    
Promissory note                       $ 50,000                                                                              
Warrants issued to purchase shares                     10,198 7,500                                               10,198                              
Exercise price                     $ 6.00 $ 6.00                                               $ 6.00                              
Interest rate                       6.00%                                                                              
Interest and principal both due date                     Mar. 07, 2019 Aug. 17, 2018                                                                              
Notes conversion, description                     As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00.                                                                                
Repaid principal                                                                                     50,000                
Repaid of interest                                                                                     2,900                
The December 2018 Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                           $ 75,000                                         75,000                
Unpaid interest                                                                                     3,463                
Maturity date, description                                                             The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019.                                    
Promissory note                                                                   $ 75,000                                  
Warrants issued to purchase shares                                                                 35,194 3,750                                  
Exercise price                                                                 $ 6.00 $ 6.00                                  
Interest rate                                                                   6.00%                                  
Interest and principal both due date                                                                   Jan. 26, 2019                                  
December 2018 Gravitas Capital Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Promissory note                                                                   $ 50,000                                  
Warrants issued to purchase shares                                                                   2,500                                  
Exercise price                                                                   $ 6.00                                  
Interest rate                                                                   6.00%                                  
Interest and principal both due date                                                                   Jan. 27, 2019                                  
Repaid principal                                                                   $ 5,000                 50,000                
Repaid of interest                                                                                     250                
Second March Two Thousand Eighteen Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Promissory note                                   $ 15,000                                                                  
Warrant term                                   5 years                                                                  
Warrants issued to purchase shares                                   750                                                                  
Exercise price                                   $ 4.00                                                                  
Interest rate                                   12.00%                                                                  
Interest and principal both due date                                   Mar. 24, 2018                                                                  
Repaid of interest                                                                                       365              
May Two Thousand Eighteen Schiller Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                                                                       100,000              
Unpaid interest                                                                                       4,369              
Promissory note                               $ 100,000                                                                      
Warrant term                               4 years                                                                      
Warrants issued to purchase shares                               300,000                                                                      
Exercise price                               $ 0.20                                                                      
Interest rate                               13.00%                                                                      
Interest and principal both due date                               Feb. 02, 2019                                                                      
Third March Two Thousand Eighteen Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                                                                       10,000              
Unpaid interest                                                                                       230              
Promissory note                                 $ 10,000                                                                    
Warrant term                                 5 years                                                                    
Warrants issued to purchase shares                                 500                                                                    
Exercise price                                 $ 4.00                                                                    
Interest rate                                 12.00%                                                                    
Interest and principal both due date                                 Mar. 28, 2018                                                                    
November 2018 Rosen Loan Agreement [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                                                                       25,000              
Unpaid interest                                                                                       33              
Promissory note                                                                     $ 25,000                                
Warrant term                                                                     4 years                                
Warrants issued to purchase shares                                                                     1,250                                
Exercise price                                                                     $ 6.00                                
Interest rate                                                                     6.00%                                
Interest and principal both due date                                                                     Dec. 23, 2018                                
Third Party Lender [Member] | Second December Two Thousand Seventeen Note [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                                                                       100,000   $ 100,000          
Unpaid interest                                                                                       10,542              
Conversion price per share                                                                                           $ 4.00          
Debt discount                                                                                           $ 36,722          
Warrant term                                                                                           5 years          
Warrants issued to purchase shares                                                                                           25,000          
Exercise price                                                                                           $ 4.00          
Interest rate                                                                                           15.00%          
Interest and principal both due date                                                                                           Dec. 27, 2019          
Third Party Lender [Member] | Second February Two Thousand Eighteen Note [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Convertible note                                       $ 40,750                                               35,452              
Unpaid interest                                                                                       4,116              
Conversion price per share                                       $ 4.00                                                              
Debt discount                                       $ 7,963                                                              
Warrant term                                       5 years                                                              
Warrants issued to purchase shares                                       4,075                                                              
Exercise price                                       $ 4.00                                                              
Interest rate                                       18.00%                                                              
Original issue discount                                       $ 5,298                                                              
Investors [Member] | The March 2018 Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Gross proceeds of private placement offering                                                                                 $ 239,400                    
Convertible note                                                                                 $ 900,000     239,000              
Unpaid interest                                                                                       15,401              
Issuance of warrants                                                                                 59,850                    
Fair value of warrants                                                                                 $ 300,000                    
Convertible secured promissory note, description                                                                                 The Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price").                    
Maturity date, description                                                                                 The Notes mature on the second (2nd) anniversary of their issuance dates.                    
Debt discount                                                                                 $ 84,854                    
Investors [Member] | The March 2018 Convertible Note Offering [Member] | Scenario Forecast [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Unpaid interest                                           15,401                                                          
Investors [Member] | Second February Two Thousand Eighteen Note [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Repayment of principal                                                                                       5,298              
Investors [Member] | The February 2018 Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Gross proceeds of private placement offering                                                                                       25,000              
Convertible note                                                                                       25,000              
Unpaid interest                                                                                       $ 2,219              
Issuance of warrants                                                                                       6,250              
Units of securities                                                                                       $ 750,000              
Conversion price per share                                                                                       $ 4.00              
Convertible secured promissory note, description                                                                                       Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Note" and together the "February 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price").              
Debt discount                                                                                       $ 11,054              
BCF and related debt discount                                                                                       $ 1,063              
Exercise price                                                                                       $ 4.00              
Investors [Member] | August Two Thousand Seventeen Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Gross proceeds of private placement offering                                                                                         $ 505,000            
Short term debt                                                                                         645,000            
Convertible note                                                                                       $ 1,416,026              
Unpaid interest                                                                                       $ 202,362 $ 206,026            
Issuance of warrants                                                                                         227,756            
Fair value of warrants                                                                                         $ 440,157            
Increase of principal amount                                                                                         60,000            
Loss on extinguishment of debt                                                                                         500,157            
Units of securities                                                                                         $ 6,000,000            
Conversion price per share                                                                                         $ 4.00            
Convertible secured promissory note, description                                                                                         Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Note" and together the "August 2017 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price").            
Maturity date, description                                                                                         The Notes mature on the second (2nd) anniversary of their issuance dates.            
Warrant term                                                                                         5 years            
Warrants issued to purchase shares                                                                                         126,250            
Exercise price                                                                                         $ 4.00            
Investors [Member] | The February 2019 Convertible Note Offering [Member]                                                                                                      
Related Party Transaction [Line Items]                                                                                                      
Gross proceeds of private placement offering                                                                                   $ 20,000                  
Principal amount                                                                                     $ 20,000                
Issuance of warrants                                                                                     1,320                
Convertible secured promissory note, description                                                                                     The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price").                
Debt discount                                           $ 2,465                                         $ 2,465                
Warrants issued to purchase shares                                                                                   1,320                  
v3.20.1
Stockholders' Deficit (Details) - shares
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Common shares issuable 9,178,937 6,475,340
Tender offer 1 [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 3,091,648  
Common shares issuable 1,030,539  
Warrants tendered 2,546,581  
Shares issued 848,854  
Total [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 5,779,390  
Common shares issuable 2,366,910  
Warrants tendered 5,049,188  
Shares issued 2,100,173  
Tender offer 2 [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 2,687,742  
Common shares issuable 1,336,371  
Warrants tendered 2,502,607  
Shares issued 1,251,319  
v3.20.1
Stockholders' Deficit (Details 1) - Stock Option [Member] - $ / shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected dividends 0.00% 0.00%
Expected volatility 102.76%  
Risk free interest rate 1.61%  
Expected life of option 10 years  
Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 4.40 $ 6.00
Expected volatility   93.64%
Risk free interest rate   2.20%
Expected life of option   3 years 7 months 6 days
Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 2.20 $ 15
Expected volatility   116.27%
Risk free interest rate   2.56%
Expected life of option   4 years 3 months 19 days
v3.20.1
Stockholders' Deficit (Details 2) - $ / shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Options, Granted   29,000  
Stock Option [Member]      
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Options/Warrant, Outstanding 882,500 882,500  
Options, Granted 29,000    
Options/Warrant, Outstanding 911,500 882,500 882,500
Options, Exercisable 911,500 765,833  
Weighted Average Exercise Price, Outstanding $ 8.40 $ 8.40  
Weighted Average Exercise Price, Granted 3.22    
Weighted Average Exercise Price, Outstanding 8.16 8.40 $ 8.40
Weighted Average Exercise Price, Exercisable $ 8.16 $ 7.20  
Weighted Average Remaining Contractual Life (in years), Outstanding 3 years 3 months 8 days 3 years 3 months 8 days 3 years 3 months 8 days
Weighted Average Remaining Contractual Life (in years), Granted 10 years 4 days 3 years 2 months 30 days  
Weighted Average Remaining Contractual Life (in years), Outstanding 2 years 6 months 3 days 3 years 3 months 8 days  
Weighted Average Remaining Contractual Life (in years), Exercisable 2 years 6 months 3 days    
v3.20.1
Stockholders' Deficit (Details 3) - Stock Option [Member] - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Options 29,000 35,000
Value $ 3,021 $ 56,495
Purpose for Grant Service Rendered Service Rendered
v3.20.1
Stockholders' Deficit (Details 4) - Warrant [Member] - $ / shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 5.25  
Expected dividends 0.00% 0.00%
Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price   $ 4.00
Expected volatility 78.50% 92.14%
Risk free interest rate 1.32% 1.64%
Expected life of warrant 4 years 4 years
Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price   $ 6.00
Expected volatility 116.92% 109.54%
Risk free interest rate 2.75% 3.09%
Expected life of warrant 5 years 5 years
v3.20.1
Stockholders' Deficit (Details 5) - $ / shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants, Granted   29,000
Warrants [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Options/Warrant, Outstanding 5,548,141 2,312,000
Warrants, Granted 463,832 3,236,141
Warrants, Forfeited/Cancelled (5,269,753)  
Options/Warrant, Outstanding 742,221 5,548,141
Weighted Average Exercise Price, Outstanding $ 5.40 $ 5.00
Weighted Average Exercise Price, Granted 5.89 5.40
Weighted Average Exercise Price, Forfeited/Cancelled 5.32  
Weighted Average Exercise Price, Outstanding $ 5.25 $ 5.40
v3.20.1
Stockholders' Deficit (Details 6) - Warrant [Member]
 12 Months Ended
Dec. 31, 2019
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Warrants Outstanding, Exercise price $ 5.25
Warrants Outstanding, Number Outstanding | shares 742,221
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 2 years 8 months 16 days
Warrants Exercisable, Weighted Average Exercise Price $ 5.25
Warrants Exercisable , Number Exercisable | shares 742,221
Warrants Exercisable, Weighted Average Exercise Price $ 2.71
v3.20.1
Stockholders' Deficit (Details Textual) - USD ($)
 1 Months Ended 12 Months Ended
Jul. 25, 2019
Apr. 30, 2019
Feb. 28, 2019
Jan. 04, 2019
Jan. 03, 2019
Aug. 31, 2018
Jan. 31, 2018
Dec. 21, 2015
Feb. 13, 2015
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Stockholders' Deficit (Textual)                        
Number of shares authorized to issue                   35,000,000 35,000,000  
Common stock, par value                   $ 0.001 $ 0.001  
Common stock, shares authorized                   15,000,000 15,000,000  
Preferred stock, par value                   $ 0.001 $ 0.001  
Preferred stock, shares authorized                   20,000,000 20,000,000  
Preferred stock, shares issued                   0.001 0.001  
Preferred stock, shares outstanding                    
Restricted common stock issued, shares       100,000 25,000   18,750       610,000  
Restricted common stock issued to settle liabilities, value       $ 240,000 $ 70,050   $ 3,750       $ 116,300  
Exercise price                     $ 0.20  
Reverse stock split description The Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value.                      
Share based payments                     $ 72,835  
Common stock shares issued, value                      
Options, Granted                     29,000  
Stock-based compensation for stock options                   $ 446,123 $ 14,336  
Stock Option [Member]                        
Stockholders' Deficit (Textual)                        
Options, Granted                   29,000    
Aggregate intrinsic value of options exercisable                   $ 0    
Aggregate intrinsic value of options outstanding                   $ 0    
August 2018 Equity Raise [Member]                        
Stockholders' Deficit (Textual)                        
Purchase agreement, description           The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829 and $2,787,462 during the years ended December 31, 2019 and 2018 respectively. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 129,966 and 557,492 shares of common stock at $5.00 per share and received warrants to purchase 129,966 and 557,492 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").            
Warrants term           5 years            
Preferred stock conversion agreements description           The Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 1,343,329 shares of Common Stock at conversion prices equal to $3.94 per share for Series A and $3.28 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 671,665 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations.            
Common stock shares issued           110,000            
Common stock shares issued, value           $ 161,406            
Debt securities conversion, description           The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 2,256,448 shares of Common Stock at a conversion price equal to $4.00 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 1,128,225 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 7, 8 and 9.            
Warrants to purchase           6,999            
Stock issuances costs           $ 334,985            
Warrant [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                   42,443    
Fair value of warrants                   $ 122,777    
Warrant [Member] | August 2018 Equity Raise [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                   129,966 47,287,641  
Fair value of warrants                   $ 334,985 $ 6,418,381  
Warrant [Member] | Convertible Notes Payable [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                   133,190    
Fair value of warrants                   $ 252,533    
Warrant [Member] | Note Payable Related Party [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                   128,905    
Fair value of warrants                   $ 205,509    
Warrant [Member] | Notes Payable Related Party One [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                   1,320    
Fair value of warrants                   $ 2,465    
Warrant [Member] | Promissory Notes [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                     2,962,884  
Fair value of warrants                     $ 501,268  
Warrant [Member] | Convertible Notes [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                     10,481,016  
Fair value of warrants                     $ 1,284,683  
Warrant [Member] | Convertible Notes Payable Related Party [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                     1,403,500  
Fair value of warrants                     $ 162,834  
Warrant [Member] | Notes Payable Related Party [Member]                        
Stockholders' Deficit (Textual)                        
Warrants issued                     2,530,242  
Fair value of warrants                     $ 429,340  
Warrant Tender One [Member]                        
Stockholders' Deficit (Textual)                        
Purchase agreement, description     In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (1,667) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.                  
Exercise price     $ 4.00                  
Warrant Tender Two [Member]                        
Stockholders' Deficit (Textual)                        
Purchase agreement, description   In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (2,500) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.                    
Exercise price   $ 6.00                    
Common Stock [Member]                        
Stockholders' Deficit (Textual)                        
Gain on settlement of vendor liabilities             $ 375          
Common stock shares issued                   2,100,173    
Common stock shares issued, value                   $ 2,100    
Series B Cumulative Convertible Preferred Stock [Member]                        
Stockholders' Deficit (Textual)                        
Convertible preferred stock               20,000        
Preferential dividends rate               6.00%   6.00%    
Dividend payments, description                   Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred.    
Conversion price               $ 6.00       $ 3.94
Conversion of common stock, description                   (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation.     
Accrued for liquidating damages                     0  
Debt securities conversion, description                   (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%.    
Series A Cumulative Convertible Preferred Stock [Member]                        
Stockholders' Deficit (Textual)                        
Convertible preferred stock                 100,000      
Shares of Series A stated value                 $ 100      
Conversion price                   $ 5.00   $ 3.28
Accrued for liquidating damages                     $ 0  
Series D Convertible Preferred Stock [Member]                        
Stockholders' Deficit (Textual)                        
Conversion of common stock, description                   (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation.     
v3.20.1
Commitments and Contingencies (Details)
 12 Months Ended
Dec. 31, 2019
USD ($)
Leases [Abstract]  
Operating lease cost $ 101,341
Short term lease cost (6,434)
Total net lease cost $ 94,907
v3.20.1
Commitments and Contingencies (Details 1)
 12 Months Ended
Dec. 31, 2019
shares
Cash paid for amounts included in the measurement of lease liabilities:  
ROU asset obtained in exchange for lease obligation 349,997
Operating lease payments 60,764
Weighted average discount rate: 13.00%
v3.20.1
Commitments and Contingencies (Details 2)
Dec. 31, 2019
USD ($)
Summary of future minimum lease payments  
2020 $ 104,922
2021 108,983
2022 114,627
2023 53,094
Total $ 381,626
v3.20.1
Commitments and Contingencies (Details Textual)
 1 Months Ended 12 Months Ended
May 05, 2018
USD ($)
ft²
Apr. 02, 2019
USD ($)
ft²
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Commitments and Contingencies (Textual)        
Lease term 5 years 4 years    
Area of office space | ft² 2,300 796    
Rent expense     $ 198,473 $ 179,186
Lease term, Description The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150. The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229    
Total amount due $ 411,150 $ 108,229    
v3.20.1
Income Taxes (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Net deferred tax assets - Non-current:    
Depreciation $ (298,986) $ 14,168
Amortization 27,042
Stock based compensation 446,123 533,187
Expected income tax benefit from NOL carry-forwards 6,546,035 3,413,650
Less valuation allowance (6,720,214) (3,961,005)
Deferred tax assets, net of valuation allowance
v3.20.1
Income Taxes (Details 1)
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Federal statutory income tax rate 20.00% 21.00% 21.00%
State tax rate, net of federal benefit   6.50% 6.50%
Change in valuation allowance on net operating loss carry-forwards   (27.50%) (27.50%)
Effective income tax rate   0.00% 0.00%
v3.20.1
Income Taxes (Details Textual) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2019
Dec. 31, 2018
Income Tax (Textual)      
Federal net operating loss carryforwards   $ 20.0  
Federal net operating loss expire date   Dec. 31, 2033  
Federal income tax rate 20.00% 21.00% 21.00%
During period provides immediate expensing, description The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027.    
Maximum [Member]      
Income Tax (Textual)      
Federal income tax rate 35.00%    
Minimum [Member]      
Income Tax (Textual)      
Federal income tax rate 21.00%    
v3.20.1
Subsequent Event (Details)
 12 Months Ended
Dec. 31, 2019
USD ($)
shares
Seven promissory note agreement [Member]  
Subsequent Event (Textual)  
Proceeds received | $ $ 584,900
Warrants to purchase | shares 748
Five promissory note agreement [Member]  
Subsequent Event (Textual)  
Proceeds received | $ $ 770,000
Warrants to purchase | shares 144,995