JERRICK MEDIA HOLDINGS, INC., 10-Q filed on 8/14/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
 6 Months Ended
Jun. 30, 2020
Aug. 13, 2020
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-Q  
Document Period End Date Jun. 30, 2020  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2020  
Entity File Number 000-51872  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   9,959,812
Entity Incorporation State Country Code NV  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Current Assets    
Cash $ 44,628 $ 11,637
Prepaid expenses 4,127
Accounts receivable, net 76,462 50,849
Note receivable - related party 11,450 11,450
Marketable securities 176,325  
Total Current Assets 308,865 78,063
Property and equipment, net 34,741 42,363
Intangible assets 1,024,299 1,087,278
Goodwill 1,035,795 1,035,795
Deposits and other assets 48,973 16,836
Operating lease right of use asset 276,742 311,711
Total Assets 2,729,415 2,572,046
Current Liabilities    
Accounts payable and accrued liabilities 2,851,017 1,763,222
Demand loan 325,000 225,000
Convertible Notes - related party, net of debt discount 20,000 20,387
Convertible Notes, net of debt discount and issuance costs 5,151,540 2,896,425
Current portion of operating lease payable 76,833 105,763
Note payable - related party, net of debt discount 4,990,979 5,129,342
Note payable, net of debt discount and issuance costs 1,314,634 660,000
Unrecognized tax benefit 68,000 68,000
Deferred revenue 55,959 50,691
Warrant liability 10,000
Total Current Liabilities 14,853,962 10,928,830
Non-current Liabilities:    
Note payable 401,764  
Operating lease payable 197,810 201,944
Total Non-current Liabilities 599,574 201,944
Total Liabilities 15,453,536 11,130,774
Commitments and contingencies
Stockholders’ Deficit    
Common stock par value $0.001: 100,000,000 shares authorized; 9,982,195 issued and 9,959,812 outstanding as of June 30, 2020 and 9,178,937 issued and 9,019,087 outstanding as of December 31, 2019 9,982 9,179
Additional paid in capital 39,069,009 36,385,699
Accumulated deficit (51,708,425) (44,580,437)
Accumulated other comprehensive income (loss) (34,525) (5,995)
Less: Treasury stock, 22,383 and 159,850 shares, respectively (60,162) (367,174)
Total Stockholders' Deficit (12,724,121) (8,558,728)
Total Liabilities and Stockholders’ Deficit 2,729,415 2,572,046
Series A Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
Series B Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
Series D Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 9,982,195 9,178,937
Common stock, shares outstanding 9,959,812 9,019,087
Treasury stock, shares 22,383 159,850
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized  
Series A Preferred Stock [Member]    
Preferred stock, shares issued 0 31,581
Preferred stock, shares outstanding $ 0 $ 31,581
Series B Preferred Stock [Member]    
Preferred stock, shares issued 0 8,063
Preferred stock, shares outstanding $ 0 $ 8,063
Series D Preferred Stock [Member]    
Preferred stock, shares issued 0 914
Preferred stock, shares outstanding $ 0 $ 914
v3.20.2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]        
Net revenue $ 322,540 $ 7,181 $ 615,682 $ 41,515
Gross margin 322,540 7,181 615,682 41,515
Operating expenses        
Compensation 1,893,178 545,037 2,266,698 1,271,611
Consulting fees 902,099 191,254 1,552,106 397,631
Research and development 35,705 13,559 171,275 354,898
General and administrative 1,026,810 659,452 1,986,804 1,124,490
Total operating expenses 3,857,792 1,409,302 5,976,883 3,148,630
Loss from operations (3,535,252) (1,402,121) (5,361,201) (3,107,115)
Other income (expenses)        
Other income 14,229 77,785
Interest expense (491,206) (110,032) (866,736) (164,601)
Accretion of debt discount and issuance cost (140,274) (69,626) (327,221) (116,990)
Settlement of vendor liabilities (126,087)
Gain on marketable securities 10,042 10,042
Loss on extinguishment of debt (3,635) (535,040) (81,149)
Gain on settlement of debt 470 470
Other expenses, net (606,739) (183,293) (1,766,787) (362,740)
Loss before income tax provision (4,141,991) (1,585,414) (7,127,988) (3,469,855)
Income tax provision
Net loss (4,141,991) (1,585,414) (7,127,988) (3,469,855)
Deemed dividend
Inducement expense (7,628) (7,628)
Net loss attributable to common shareholders (4,141,991) (1,577,786) (7,127,988) (3,462,227)
Other comprehensive income        
Currency translation (loss) (19,291) (28,530)
Comprehensive loss $ (4,161,282) $ (1,577,786) $ (7,156,518) $ (3,462,227)
Per-share data        
Basic and diluted loss per share $ (0.43) $ (0.20) $ (0.76) $ (0.47)
Weighted average number of common shares outstanding 9,582,964 8,072,257 9,368,777 7,389,564
v3.20.2
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
Series A Preferred Stock
Series B Preferred Stock
Series D Preferred Stock
Common Stock
Treasury stock
Additional Paid In Capital
Accumulated Deficit
Other Comprehensive Income
Total
Balance at Dec. 31, 2018 $ 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 $ 126 433,959   434,085
Stock based compensation, shares       125,000        
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          
Stock issuance cost           (178,146)     (178,146)
Stock warrants issued with note payable           328,777     328,777
Purchase of treasury stock $ (309,833) (90,594)   (400,427)
Purchase of treasury stock, shares         (122,183)        
Inducement expense             7,626   7,626
Unrealized gain from marketable securities                
Net loss (3,469,855)   (3,469,855)
Balance at Jun. 30, 2019 $ 8,831 $ (362,174) 35,241,922 (40,007,294)   (5,118,715)
Balance, shares at Jun. 30, 2019 8,830,479 (149,850)        
Balance at Mar. 31, 2019 $ 6,730 $ (220,781) 35,091,928 (38,429,506)   (3,551,629)
Balance, shares at Mar. 31, 2019 6,730,306 (111,667)        
Stock based compensation           122,776     122,776
Cash received for common stock and warrants            
Tender offering       $ 2,101   (2,101)    
Tender offering, shares       2,100,173          
Stock issuance cost           (35,000)     (35,000)
Stock warrants issued with note payable           1,153,353     1,153,353
Purchase of treasury stock         $ (141,393) (89,034)   (230,427)
Purchase of treasury stock, shares         (38,183)        
Inducement expense             7,626   7,626
Unrealized gain from marketable securities                
Net loss             (1,585,414)   (1,585,414)
Balance at Jun. 30, 2019 $ 8,831 $ (362,174) 35,241,922 (40,007,294)   (5,118,715)
Balance, shares at Jun. 30, 2019 8,830,479 (149,850)        
Balance at Dec. 31, 2019       $ 9,179 $ (367,174) 36,385,699 (44,580,437) $ (5,995) (8,558,728)
Balance, shares at Dec. 31, 2019 9,178,937 (159,850)        
Shares issued with notes payable       $ 24 58,912     58,936
Shares issued with notes payable, shares       24,322        
Shares issued for services $ 150 584,848 584,998
Shares issued for services, shares       150,000          
Shares Issued to settle vendor liabilities $ 71 235,564 235,635
Shares Issued to settle vendor liabilities, shares       70,696        
Conversion of warrants to stock $ 22 (4,250) (4,228)
Conversion of warrants to stock, shares       21,718          
Conversion of options to stock       $ 688 1,404,976     1,405,664
Conversion of options to stock, shares       688,473        
Stock warrants issued with note payable           752,138     752,138
Cancellation of Treasury stock       $ (152) $ 349,030 (348,878)    
Cancellation of Treasury stock, shares       (151,951) 151,951        
Purchase of treasury stock         $ (42,018)       (42,018)
Purchase of treasury stock, shares         (14,484)        
Foreign currency translation adjustments (28,530) (28,530)
Unrealized gain from marketable securities                 10,042
Net loss (7,127,988) (7,127,988)
Balance at Jun. 30, 2020       $ 9,982 $ (60,162) 39,069,009 (51,708,425) (34,525) (12,724,121)
Balance, shares at Jun. 30, 2020 9,982,195 (22,383)        
Balance at Mar. 31, 2020 $ 9,423 $ (367,174) 37,748,356 (47,566,434) (15,234) (10,191,063)
Balance, shares at Mar. 31, 2020 9,422,683 (159,850)        
Shares issued with notes payable       $ 16 27,281     27,297
Shares issued with notes payable, shares       16,272        
Conversion of warrants to stock       $ 7 (10,007)     (10,000)
Conversion of warrants to stock, shares       6,718        
Conversion of options to stock       $ 688 1,404,976     1,405,664
Conversion of options to stock, shares       688,473          
Stock warrants issued with note payable           247,281     247,281
Cancellation of Treasury stock       $ (152) $ 349,030 (348,878)    
Cancellation of Treasury stock, shares       (151,951) 151,951        
Purchase of treasury stock         $ (42,018)       (42,018)
Purchase of treasury stock, shares         (14,484)        
Foreign currency translation adjustments               (19,291) (19,291)
Unrealized gain from marketable securities                 10,042
Net loss             (4,141,991)   (4,141,991)
Balance at Jun. 30, 2020       $ 9,982 $ (60,162) $ 39,069,009 $ (51,708,425) $ (34,525) $ (12,724,121)
Balance, shares at Jun. 30, 2020 9,982,195 (22,383)        
v3.20.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (7,127,988) $ (3,469,855)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 76,939 5,660
Accretion of debt discount and issuance cost 327,221 116,991
Inducement expense 7,626
Share-based compensation 1,994,792 448,291
Bad debt expense 34,737  
Gain on settlement of debt (470)
Loss on settlement of vendor liabilities 126,087
Gain on marketable securities (10,042)
Loss on extinguishment of debt 535,040 81,149
Non-cash lease expense 34,969 (47,643)
Changes in operating assets and liabilities:    
Accounts receivable (60,350) 4,000
Deposits and other assets (2,137)
Deferred revenue 5,268 8,828
Accounts payable and accrued expenses 1,213,615 (251,299)
Operating lease liability (33,064)
Net Cash Used In Operating Activities (2,885,383) (3,096,252)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash paid for property and equipment (6,339) (26,851)
Purchase of marketable securities (166,283)
Deposits (30,000)
Net Cash Used In Investing Activities (202,622) (26,851)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573)
Net proceeds from issuance of notes 1,349,094
Repayment of notes (58,226) (50,000)
Proceeds from issuance of demand loan 250,000 100,000
Proceeds from issuance of convertible note 1,920,460 1,993,025
Repayment of convertible notes (75,000) (12,508)
Proceeds from issuance of note payable - related party 152,989 1,590,000
Repayment of note payable - related party (327,773) (275,000)
Proceeds from issuance of common stock and warrants 649,829
Cash paid for stock issuance costs (35,000)
Purchase of treasury stock and warrants (62,018) (407,307)
Net Cash Provided By Financing Activities 3,149,526 3,519,466
Effect of exchange rate changes on cash (28,530)
Net Change in Cash 32,991 396,363
Cash - Beginning of Year 11,637
Cash - End of period 44,628 396,363
Cash Paid During the Year for:    
Income taxes
Interest 55,859 18,273
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 109,548
Deferred offering costs 143,146
Warrants issued with debt 752,136 247,628
Shares issued with debt 58,935
Issuance of common stock for prepaid services 585,000
Cancellation of Treasury stock 349,030  
Operating Lease liability 288,790
Option liability 7,328
Conversion of note payable and interest into convertible notes 385,000
Conversion of Demand loan into notes payable 150,000
Conversion of note payable and interest into convertible notes 385,000
Conversion of note payable- related party and interest into convertible notes- related party $ 20,000
v3.20.2
Organization and Operations
 6 Months Ended
Jun. 30, 2020
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).
v3.20.2
Significant and Critical Accounting Policies and Practices
 6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

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

 

Basis of Presentation

  

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

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

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

 

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

   

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

  

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

  

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

 

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

 

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

 

Actual results could differ from those estimates.

 

Principles of consolidation

 

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

 

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

 

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

 

All inter-company balances and transactions have been eliminated.

 

Fair Value of Financial Instruments

 

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

 

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

  

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

 

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

 

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

  

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

 

Fair Value Measurements as of

June 30, 2020

  

       Quoted Prices   Quoted Prices     
       in Active   for Similar     
       Markets for   Assets or     
       Identical   Liabilities in   Significant 
       Assets or   Active   Unobservable 
       Liabilities   Markets   Inputs 
   Total   (Level 1)   (Level 2)   (Level 3) 
Assets:            
Marketable securities - debt securities  $150,000   $-   $-   $150,000 
Marketable securities - equity securities   26,325    26,325          -    - 
Total assets  $176,325   $26,325   $-   $150,000 

 

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

 

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

 

   Fair Value Hierarchy  Cost  

Unrealized

Gains (Loss)

   Fair Value 
Marketable securities - debt securities  3  $150,000   $                 -   $150,000 

 

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

 

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

  

   Fair Value Hierarchy 

 

Cost

  

Realized

Gains (Loss)

   Fair Value 
Marketable securities - equity securities  1  $16,283   $10,042   $26,325 

 

The change in net realized and unrealized appreciation on equity trading securities that has been included in other expenses for the six months ended June 30, 2020 and 2019 was $10,042 and $0, respectively.

 

Cash Equivalents

 

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

 

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

 

Property and Equipment

 

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

 

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

 

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

 

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

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

 

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 June 30, 2020, 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.

 

Investments

 

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

 

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized except an available-for-sale security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4.

 

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

 

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

 

   For the three months ended
June 30,
2020		   For the six months ended
June 30,
2020		 
   Total   Total 
January 1, 2020  $-   $- 
Purchase of marketable securities   166,283    166,283 
Gain on trading securities   10,042    10,042 
June 30, 2020  $176,325   $176,325 

 

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

  

Commitments and Contingencies

 

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

 

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

 

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

 

Foreign Currency

 

Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of 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

 

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 six months ended June 30, 2020 and 2019 consists of the following:

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
Branded content  $68,728   $2,350   $124,728   $22,421 
Managed Services   190,106    -    382,357    - 
Creator Subscriptions   54,972    -    90,934    - 
Affiliate sales   8,195    2,539    16,344    5,661 
Other revenue   539    2,292    1,319    13,433 
   $322,540   $7,181   $615,682   $41,515 

  

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, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. 

 

Managed Services

 

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

 

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of June 30, 2020 and December 31, 2019, the Company had deferred revenue of $55,959 and $50,691, respectively.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the six months ended June 30, 2020 the Company recorded $34,737 as a reserve for doubtful accounts. As of June 30, 2020 and December 31, 2019 the Company has an allowance for doubtful accounts of $68,240 and $33,503 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.

 

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 six months ended June 30, 2020 and 2019 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at June 30, 2020 and 2019:

 

   June 30, 
   2020   2019 
Options   452,523    882,500 
Warrants   936,240    713,138 
Convertible notes - related party   5,574    5,180 
Convertible notes   1,562,138    551,923 
Totals   2,956,475    2,152,741 

 

Reclassifications

 

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. The company reclassified $105,763 from current portion of operating lease right of use asset to operating lease right of use asset within the December 31, 2019 Balance Sheet. 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

 

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

 

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

 

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). The updated guidance, which became effective for fiscal years beginning after December 15, 2019, did not have a material impact on its condensed consolidated financial statements.

 

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

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in 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. The adoption of ASU 2018-15 did not have a material impact on its condensed consolidated financial statements.

 

Recent Accounting Guidance Not Yet Adopted

 

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

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance 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 condensed consolidated financial statements.
v3.20.2
Going Concern
 6 Months Ended
Jun. 30, 2020
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

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

 

As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit at June 30, 2020, a net loss of $7.1 million and net cash used in operating activities of $2.9 million for the reporting period then ended. The Company is in default on debentures as of the date of this filing. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

  

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

 

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

 

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
v3.20.2
Acquisition of Seller's Choice
 6 Months Ended
Jun. 30, 2020
Merger Agreement [Abstract]  
Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller’s Choice

 

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

 

At the Seller’s Choice Closing, the aggregate consideration (the “Consideration”) paid to the Seller was as follows: (i) $340,000, in cash; (ii) 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 Condensed consolidated financial statements of the Company. These amounts are provisional and may be adjusted during the measurement period.

 

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

 

   Shares   Amount 
Consideration paid:        
Cash paid       $340,000 
Common stock issued at closing (1)   333,334   $1,166,669 
Note payable        660,000 
Total consideration paid       $2,166,669 
           
Total consideration       $2,166,669 

 

(1)The common stock issued at the closing of the Seller’s Choice Acquisition had a closing price of $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, 2019.

 

   Six Months Ended 
   June 30,
2019		 
Revenues, net  $708,205 
Net loss attributable to common shareholders  $(3,619,885)
Net loss per share  $(0.47)
Weighted average number of shares outstanding   7,722,898 

 

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

 

The Company consolidated Seller’s Choice as of the closing date of the Seller’s Choice Acquisition, and the results of operations of the Company since that date include that of Seller’s Choice.
v3.20.2
Notes Payable
 6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Notes Payable

Note 5 – Notes Payable

 

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

 

    Outstanding Principal as of            
    June 30,
2020		     December 31,
2019		     Interest Rate     Maturity Date
Seller's Choice Note     660,000       660,000       9.5 %   September 2020
The First January 2020 Loan Agreement     -       -       6 %   January 2020
The Second January 2020 Loan Agreement     -       -       5 %   January 2020
The Third January 2020 Loan Agreement     -       -       10 %   January 2020
The Fourth January 2020 Loan Agreement     -       -       7 %   February 2020
The February 2020 Loan agreement     -       -       5 %   March 2020
The First March 2020 Loan Agreement     3,300       -       25 %   September 2020
The Second March 2020 Loan Agreement     6,474       -       19 %   September 2021
The April 2020 PPP Loan Agreement     412,500       -       1 %   April 2022
The May 2020 PPP Loan Agreement     282,432       -       1 %   May 2022
The June 2020 Loan Agreement     351,692       -       15 %   July 2020
      1,716,398       660,000              
Less: Debt Discount     -       -              
Less: Debt Issuance Costs     -       -              
      1,716,398       660,000              
Less: Current Debt     (1,314,634 )                    
Total Long-Term Debt   $ 401,764     $                

   

Seller's Choice Note

 

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

 

During the six months ended June 30, 2020 the Company accrued interest of $41,300, and paid $21,400 of interest.

 

The First January 2020 Loan Agreement

 

On January 3, 2020, the Company entered into a loan agreement (the "First January 2020 Loan Agreement") with an individual (the "First January 2020 Lender") whereby the First January 2020 Lender issued the Company a promissory note of $250,000 (the "First January 2020 Note"). Pursuant to the First January 2020 Loan Agreement, the First January 2020 Note has an effective interest rate of 6%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the First January 2020 Lender was issued 4,000 shares of the Company's common stock. The maturity date of the First January 2020 Note was January 15, 2020 (the "First January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due.

 

During the six months ended June 30, 2020 the Company converted $250,000 in principal to the Third February 2020 convertible Note.

 

The Second January 2020 Loan Agreement

 

On January 14, 2020, the Company entered into a loan agreement (the "Second January 2020 Loan Agreement") with an individual (the "Second January 2020 Lender") whereby the Second January 2020 Lender issued the Company a promissory note of $10,000 (the "Second January 2020 Note"). Pursuant to the Second January 2020 Loan Agreement, the Second January 2020 Note has an effective interest rate of 5%. The maturity date of the Second January 2020 Note was January 24, 2020 (the "Second January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due. As additional consideration for entering in the Second January Loan Agreement, the Company issued a five-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $6.00 per share. The Company recorded a $580 debt discount relating to 150 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 six months ended June 30, 2020 the Company repaid $10,000 in principal and $500 in interest.

 

The Third January 2020 Loan Agreement

 

On January 22, 2020, the Company entered into a loan agreement (the "Third January 2020 Loan Agreement") with an individual (the "Third January 2020 Lender") whereby the Third January 2020 Lender issued the Company a promissory note of $15,000 (the "Third January 2020 Note"). Pursuant to the Third January 2020 Loan Agreement, the Third January 2020 Note has an effective interest rate of 10%. The maturity date of the Third January 2020 Note was January 29, 2020 (the "Third January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due. As additional consideration for entering in the Third January Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share. The Company recorded a $892 debt discount relating to 225 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 six months ended June 30, 2020 the Company repaid $15,000 in principal and $1,500 in interest.

 

The Fourth January 2020 Loan Agreement

 

On January 23, 2020, the Company entered into a loan agreement (the "Fourth January 2020 Loan Agreement") with an individual (the "Fourth January 2020 Lender") whereby the Fourth January 2020 Lender issued the Company a promissory note of $135,000 (the "Fourth January 2020 Note"). Pursuant to the Fourth January 2020 Loan Agreement, the Fourth January 2020 Note has an effective interest rate of 7%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the First January 2020 Lender was issued 2,250 shares of the Company's common stock. The maturity date of the Fourth January 2020 Note was February 23, 2020 (the "Fourth January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due.

 

During the six months ended June 30, 2020 the Company converted $135,000 in principal to the Second February 2020 convertible Note.

 

The February 2020 Loan Agreement

 

On February 25, 2020, the Company entered into a loan agreement (the "February 2020 Loan Agreement") with an individual (the "February 2020 Lender") whereby the February 2020 Lender issued the Company a promissory note of $15,000 (the "February 2020 Note"). Pursuant to the February 2020 Loan Agreement, the February 2020 Note has an effective interest rate of 5%. The maturity date of the February 2020 Note was March 3, 2020 (the "February 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2020 Note were due. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share. The Company recorded a $801 debt discount relating to 225 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 six months ended June 30, 2020 the Company repaid $15,000 in principal and $750 in interest.

 

The First March 2020 Loan Agreement

 

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

 

During the six months ended June 30, 2020 the Company accrued interest of $2,695. 

 

During the six months ended June 30, 2020 the Company repaid $7,700 in principal.

 

The Second March 2020 Loan Agreement

 

On March 26, 2020, the Company entered into a loan agreement (the "Second March 2020 Loan Agreement") with an individual (the "Second March 2020 Lender") whereby the Second March 2020 Lender issued the Company a promissory note of $17,000 (the "Second March 2020 Note"). Pursuant to the Second March 2020 Loan Agreement, the Second March 2020 Note has an effective interest rate of 19%. The maturity date of the Second March 2020 Note is September 17, 2020 (the "Second March 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note are due. 

 

During the six months ended June 30, 2020 the Company accrued interest of $1,734.

 

During the six months ended June 30, 2020 the Company repaid $10,526 in principal.

 

The April 2020 PPP Loan Agreement

 

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

 

During the six months ended June 30, 2020 the Company accrued interest of $644. 

 

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

 

The May 2020 PPP Loan Agreement

 

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

 

During the six months ended June 30, 2020 the Company accrued interest of $472. 

 

The June 2020 Loan Agreement

 

On June 30, 2020, the Company entered into a loan agreement (the "June 2020 Loan Agreement") with banking institution (the "June 2020 Lender") whereby the June 2020 Lender issued the Company a promissory note of A$510,649 Australian dollar ("AUD") or $351,692 United States Dollar (the "June 2020 Note"). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has an effective interest rate of 15%. The maturity date of the June 2020 Note is July 31, 2020 (the "June 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note are due in AUD currency. This loan is secured by the Australian research & development credit.

 

During the six months ended June 30, 2020 the Company accrued interest of $3,902.
v3.20.2
Convertible Note Payable
 6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 6 – Convertible Note Payable

 

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

 

   Outstanding Principal
as of		              Warrants granted 
   June 30,
2020		   December 31,
2019		   Interest
Rate		   Conversion
Price		   Maturity 
Date		  Quantity   Exercise
Price		 
The February 2018 Convertible Note Offering   -    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    2,311,703    10%   5.00(*)  February – March 2020   133,190    6.00 
The November 2019 Convertible Note Offering   559,433    559,433    12%   4.50(*)  May – June 2020   -    - 
The First January 2020 convertible Loan Agreement   87,473    -    12%  $4.50(*)  July – August 2020   -    - 
The First February 2020 convertible Loan Agreement   85,000    -    10%  $4.00(*)  August 2020   -    - 
The Second February 2020 convertible Loan Agreement   200,000    -    12%  $4.50(*)  February 2021   20,000    5.00 
The Third February 2020 convertible Loan Agreement   1,500,000    -    12%  $4.50(*)  February 2021   124,995    5.00 
The April 2020 Convertible Note Offering   350,010    -    12%  $4.50(*)  October 2020   -    - 
The June 2020 Convertible Loan Agreement   550,000    -    12%   $ - (*)   June 2021   148,809    3.85 
    5,718,619    3,021,136                        
Less: Debt Discount   (528,130)   (124,096)                       
Less: Debt Issuance Costs   (38,949)   (614)                       
    5,151,540    2,896,425                        
Less: Current Debt   (5,151,540)   (2,896,425                        
Total Long-Term Debt  $-   $-                        

 

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

 

The February 2018 Convertible Note Offering

 

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

 

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

 

During the six months ended June 30, 2020 the Company repaid $75,000 in principal and $781.25 in interest, and the Notes are no longer outstanding.

 

The March 2018 Convertible Note Offering

 

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

 

During the six months ended June 30, 2020 the Company accrued interest of $5,625.

 

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.

 

During the six months ended June 30, 2020 the Company accrued interest of $140,662.

 

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.

 

During the six months ended June 30, 2020 the company accrued interest of $41,625.

 

The January 2020 Convertible Note Offering

 

During the three months ended March 31, 2020, the Company conducted an offering to accredited investors (the "January 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "January 2020 Investors") for aggregate gross proceeds of $87,473.

 

The January 2020 Convertible Note Offering consisted of (a) a 12% Convertible Promissory Note (each a "January 2020 Note" and together, the "January 2020 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.

 

The Conversion Price of the January 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $12,473 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the six months ended June 30, 2020 the Company accrued interest of $4,762.

 

The First February 2020 Convertible Loan Agreement

 

On February 4, 2020, the Company entered into a loan agreement (the "First February 2020 Loan Agreement") with an individual (the "First February 2020 Lender"), the First February 2020 Lender issued the Company a promissory note of $85,000 (the "First February 2020 Note"). Pursuant to the First February 2020 Loan Agreement, the First February 2020 Note has interest of ten percent (10%).

 

The First February 2020 Note are convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied.

 

The Conversion Price of the First February 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $8,000 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the six months ended June 30, 2020 the Company accrued interest of $4,108. 

 

The Second February 2020 Convertible Loan Agreement

 

On February 11, 2020, the Company entered into a loan agreement (the "Second February 2020 Loan Agreement") with an individual (the "Second February 2020 Lender"), the Second February 2020 Lender issued the Company a promissory note of $200,000 (the "Second February 2020 Note"). Pursuant to the Second February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 20,000 shares of the Company's common stock at a purchase price of $5.00 per share.

 

The Second February 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

 

The Conversion Price of the First February 2020 Note is subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $33,340 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the six months ended June 30, 2020 the company accrued interest of $11,267.

 

The Third February 2020 convertible Loan Agreement

 

On February 25, 2020, the Company entered into a loan agreement (the "Third February 2020 Loan Agreement") with an individual (the "Third February 2020 Lender"), the Third February 2020 Lender issued the Company a promissory note of $1,500,000 (the "Third February 2020 Note"). The Company received proceeds of $864,950 and converted notes payable of $385,000 in exchange for the note (see Note 5).  Pursuant to the Third February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12% ).

 

The Third February 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

 

The Third February 2020 mature on the first (12th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

 

The Conversion Price of the Third February 2020 Note are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.

 

During the six months ended June 30, 2020 the Company accrued interest of $62,500. 

 

The April 2020 Convertible Note Offering

 

During April of 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the "April 2020 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "April 2020 Investors") for aggregate gross proceeds of $350,010. The April 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The April 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.

  

The April 2020 Note is convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $4.50 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering").

  

The Company recorded a $50,010 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the six months ended June 30, 2020 the Company accrued interest of $8,050. 

 

The June 2020 Convertible Loan Agreement

 

On June 19, 2020, the Company entered into a loan agreement (the "June 2020Loan Agreement") with an individual (the "June 2020 Lender"), the June 2020 Lender issued the Company a promissory note of $550,000 (the "June 2020 Note"). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the June 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 148,809 shares of the Company's common stock at a purchase price of $3.85 per share. The June 2020 Note matures on the first (12th) month anniversary of its issuance date. 

 

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

 

The Company recorded a $67,500 debt discount relating to original issue discount associated with this note. The Company recorded a $274,578 debt discount relating to 148,809 warrants and 16,272 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the six months ended June 30, 2020 the Company accrued interest of $13,317. 
v3.20.2
Related Party
 6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Party

Note 7 – Related Party

 

Convertible notes

 

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

 

   Outstanding Principal as of          Warrants granted 
   June 30,
2019		   December 31,
2019		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The March 2018 Convertible Note Offering   -    400    14%  April 2020   59,850    4.00 
The February 2019 Convertible Note Offering   20,000    20,000    10%  May 2020   1,320    6.00 
    20,000    20,400                   
Less: Debt Discount   -    (13)                  
Less: Debt Issuance Costs   -    -                   
    20,000    20,387                   
Less: Current Debt   (20,000)   (20,387)                  
Total Long-Term Debt  $-   $-                   

 

The March 2018 Convertible Note Offering

 

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

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $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.

 

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

 

The February 2019 Convertible Note Offering

 

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

 

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

 

During the six months ended June 30, 2020 the company accrued interest of $1,000.

 

Notes payable

 

Notes payable – related party as of June 30, 2020 and December 31, 2019 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   June 30,
2020		   December 31,
2019		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    20,863    6%  August 17, 2018   7,500    4.00 
The June 2019 Loan Agreement   4,825,000    4,825,000    12.5%  December 3, 2019   -    - 
The December 2019 Gravitas Loan Agreement   135,116    300,000    6.7%  March 1, 2020   -    - 
The January 2020 Rosen Loan Agreement   -    -    -   February 2020   -    - 
The February 2020 Banner Loan Agreement   -    -    -   February 2020   148    6.00 
The February 2020 Frommer Loan Agreement   -    -    -   February 2020   45    6.00 
    4,990,979    5,155,863                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (26,521)                  
    4,990,979    5,129,342                   
Less: Current Debt   (4,990,979)   (5,129,342)                  
   $-   $-                   

 

The June 2018 Frommer Loan Agreement

 

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer 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.

 

During the six months ended June 30, 2020 the Company accrued interest of $399.

  

 The July 2018 Schiller Loan Agreement

 

On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 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 six months ended June 30, 2020 the Company accrued interest of $832.

 

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

 

The June 2019 Loan Agreement

 

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

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

 

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

 

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

 

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

 

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

 

The December 2019 Gravitas Loan Agreement

 

On December 23, 2019, the Company entered into a loan agreement (the "December 2019 Gravitas Loan Agreement"), whereby the Company issued Gravitas a promissory note in the principal amount of $300,000 (the "December 2019 Gravitas Note"). Pursuant to the December 2019 Gravitas Loan Agreement, the December 2019 Gravitas Note has a flat interest payment of $20,000.

 

During the six months ended June 30, 2020 the Company accrued interest of $26,966.

 

During the six months ended June 30, 2020 the Company repaid $164,884 in principal.

  

The January 2020 Rosen Loan Agreement

 

On January 14, 2020, the Company entered into a loan agreement (the "January 2020 Rosen Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $150,000 (the "January 2020 Rosen Note"). Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen Note accrues interest at a fixed amount of $2,500 for the duration of the note.

 

During the six months ended June 30, 2020 the Company accrued interest of $15,273.

 

During the six months ended June 30, 2020 the Company repaid $150,000 in principal and $15,273 in interest.

 

The February Banner 2020 Loan Agreement

 

On February 15, 2020, the Company entered into a loan agreement (the "February 2020 Banner Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $9,900 (the "February 2020 Note") for expenses paid on behalf of the Company by an employee. Pursuant to the February 2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 148 shares of the Company's common stock at a purchase price of $6.00 per share.

 

During the six months ended June 30, 2020 the Company repaid $9,900 in principal and $495 in interest.

 

The February 2020 Frommer Loan Agreement

 

On February 18, 2020, the Company entered into a loan agreement (the "February 2020 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $2,989 (the "February 2020 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 45 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the "February 2020 Frommer Maturity Date").

 

During the six months ended June 30, 2020 the Company repaid $2,989 in principal and $160 in interest.

 

Demand loan

 

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

 

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

 

During the six months ended June 30, 2020, the Company repaid $150,000 in principal.

 

On March 27, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

On April 9, 2020, a lender made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

On April 21, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

Officer compensation

 

During the six months ended June 30, 2020 the Company paid $56,479 for living expenses for officers of the Company.
v3.20.2
Stockholders' Deficit
 6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Stockholders' Deficit

Note 8 – Stockholders' Deficit

 

Shares Authorized

 

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

 

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

  

Common Stock

 

On January 30, 2020, the Company issued 150,000 shares of its restricted common stock to consultants in exchange for three months of services at a fair value of $585,000. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the six months ended June 30, 2020 the Company recorded $585,000 to share based payments.

 

On January 6, 2020, the Company issued 4,236 shares of its restricted common stock to settle outstanding vendor liabilities of $12,500. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $4,233.

 

On March 5, 2020, the Company issued 6,459 shares of its restricted common stock to settle outstanding vendor liabilities of $25,000. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $1,098.

 

On March 13, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 17,500 warrants for 15,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772

 

On March 19, 2020, the Company issued 60,000 shares of its restricted common stock to settle outstanding vendor liabilities of $72,048. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $122,953.

 

On June 29, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 17,500 warrants for 6,718 shares of the company common stock and $10,000.

 

During the six months ended June 30, 2020 the Company cancelled 151,951 shares of treasury stock.

 

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

 

   Options   Weighted
Average
Exercise
Price		  

Weighted

Average

Remaining
Contractual
Life

(in years)

 
Balance – December 31, 2019 – outstanding   911,500    8.16    2.51 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled/Modified   (458,977)   8.43    - 
Balance – June 30, 2020 – outstanding and exercisable   452,523    7.89    2.24 

  

During the year ended December 31, 2018 the Company granted options of 500,000 to consultants. As of the date of this filing the company has not issued these options.

 

On May 7, 2020, the board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 7,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company's stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company's stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules.

 

On May 20, 2020 the Company entered into an exchange agreements with eight option holders. The company agreed to exchange 458,977 options previously issued under the 2015 Incentive Stock and Award Plan for 688,473 shares of the Company common stock. In connection with this agreement the Company recorded stock based compensation on conversion of options to stock of $1,405,664.

  

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 six months ended June 30, 2020 are as follows:

  

   June 30,  
2020		   June 30,
2019  
Exercise price  $ 3.85 - 6.00   $ 4.00 - 6.00
Expected dividends  0%  0%
Expected volatility  234.03% - 237.39 %   107.59%-114.13 %
Risk free interest rate  0.33% - 1.63 %   1.93-2.41 %
Expected life of warrant  5 years    4 – 5 years

 

Warrant Activities

 

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

 

   Warrants   Weighted
Average
Exercise
Price		   Aggregate Intrinsic Value   
             
Outstanding and Exercisable – December 31, 2019   742,221   $5.25    - 
Granted   294,597    4.42      
Exercised   -    -      
Forfeited/Cancelled   (100,578)   4.13      
Outstanding – June 30, 2020   936,240    5.11    7,440 
Exercisable – June 30, 2020   787,431    5.35    - 

  

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		 
$5.11    936,240    3.24    5.35    787,431    2.92 

 

During the six months ended June 30, 2020, a total of 600 warrants were issued with notes payable (See Note 5 above). The warrants have a grant date fair value of $523,802 using a Black-Scholes option-pricing model and the above assumptions.

 

During the six months ended June 30, 2020, a total of 293,804 warrants were issued with convertible notes (See Note 6 above). The warrants have a grant date fair value of $1,017,605 using a Black-Scholes option-pricing model and the above assumptions.

 

During the six months ended June 30, 2020, a total of 193 warrants were issued with notes payable – related party (See Note 7 above). The warrants have a grant date fair value of $753 using a Black-Scholes option-pricing model and the above assumptions.
v3.20.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Commitments and Contingencies

Note 9 – Commitments and Contingencies

  

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

 

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the six months ended June 30, 2020.

 

On March 26, 2020 and April 30, 2020 the Company received 2 separate loans pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act. The company is in the process of returning the funds received on April 30, 2020.

  

Litigation

 

On June 25, 2020, Home Revolution, LLC ("Home Revolution") filed a lawsuit in the United States District Court for the District of New Jersey (the "Court"), entitled Home Revolution, LLC, et al v. Jerrick Media Holdings, Inc. et al, Case No. 2:20-cv-07775-JMV-MF (the "Action"). The complaint for the lawsuit alleges, among other things, that the Company breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller's Choice, LLC, from Home Revolution in September 2019. The complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment.

  

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

 

In addition to the existing claim for damages contained in the Complaint, on July 29, 2020, Home Revolution moved, by order to show cause, for preliminary injunctive relief. On August 13, 2020, the Court denied Home Revolution's request for a preliminary injunction.

  

Lease Agreements

 

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

 

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

 

The components of lease expense were as follows:

 

   Six Months Ended
June 30,
2020		 
Operating lease cost  $34,970 
Short term lease cost   7,950 
Total net lease cost  $42,920 

 

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

 

   Six Months Ended
June 30,
2020		 
Cash paid for amounts included in the measurement of lease liabilities:     
Operating lease payments   33,064 
      
Weighted average remaining lease term (in years):   3.05 
      
Weighted average discount rate:   13%

 

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

 

Twelve Months Ending December 31,      
2020   $  106,927  
2021      111,257  
2022      109,730  
2023      2,081  
Total   $ 329,995  

 

Rent expense for the six months ended June 30, 2020 and 2019 was $59,168 and $36,671 respectively. 
v3.20.2
Subsequent Events
 6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events

 

Subsequent to June 30, 2020 the Company entered into five convertible promissory note agreements with proceeds of $318,000 and one promissory note agreement with proceeds of $230,000. The Company also subsequently repaid $5,000 in principal from two of the promissory note agreements.

 

Subsequent to June 30, 2020 the Company also issued 1,175,563 five-year stock options to its employees. These options all have a vesting date of 4/1/2021, an exercise price of $2.85.

 

On July 13, 2020, the Company filed Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. The Second Amended and Restated Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock.
v3.20.2
Significant and Critical Accounting Policies and Practices (Policies)
 6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

  

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

Principles of consolidation

 

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

 

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

 

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

 

All inter-company balances and transactions have been eliminated.
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 June 30, 2020, the Company’s consolidated subsidiaries and/or entities are as follows:

 

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

 

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

Fair Value of Financial Instruments

 

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

 

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

  

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

 

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

 

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

  

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

 

Fair Value Measurements as of

June 30, 2020

  

       Quoted Prices   Quoted Prices     
       in Active   for Similar     
       Markets for   Assets or     
       Identical   Liabilities in   Significant 
       Assets or   Active   Unobservable 
       Liabilities   Markets   Inputs 
   Total   (Level 1)   (Level 2)   (Level 3) 
Assets:            
Marketable securities - debt securities  $150,000   $-   $-   $150,000 
Marketable securities - equity securities   26,325    26,325          -    - 
Total assets  $176,325   $26,325   $-   $150,000 

 

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

 

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

 

   Fair Value Hierarchy  Cost  

Unrealized

Gains (Loss)

   Fair Value 
Marketable securities - debt securities  3  $150,000   $                 -   $150,000 

 

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

 

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

  

   Fair Value Hierarchy 

 

Cost

  

Realized

Gains (Loss)

   Fair Value 
Marketable securities - equity securities  1  $16,283   $10,042   $26,325 

 

The change in net realized and unrealized appreciation on equity trading securities that has been included in other expenses for the six months ended June 30, 2020 and 2019 was $10,042 and $0, respectively.
Cash Equivalents

Cash Equivalents

 

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

 

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

Property and Equipment

 

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

 

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

 

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

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

 

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

 

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 June 30, 2020, 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.
Investments

Investments

 

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

 

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized except an available-for-sale security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4.

 

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

 

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

 

   For the three months ended
June 30,
2020		   For the six months ended
June 30,
2020		 
   Total   Total 
January 1, 2020  $-   $- 
Purchase of marketable securities   166,283    166,283 
Gain on trading securities   10,042    10,042 
June 30, 2020  $176,325   $176,325 

 

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

Commitments and Contingencies

 

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

 

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

 

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

Foreign Currency

 

Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of 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

 

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 six months ended June 30, 2020 and 2019 consists of the following:

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
Branded content  $68,728   $2,350   $124,728   $22,421 
Managed Services   190,106    -    382,357    - 
Creator Subscriptions   54,972    -    90,934    - 
Affiliate sales   8,195    2,539    16,344    5,661 
Other revenue   539    2,292    1,319    13,433 
   $322,540   $7,181   $615,682   $41,515 

  

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, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. 

 

Managed Services

 

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

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of June 30, 2020 and December 31, 2019, the Company had deferred revenue of $55,959 and $50,691, respectively.
Accounts Receivable and Allowances

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the six months ended June 30, 2020 the Company recorded $34,737 as a reserve for doubtful accounts. As of June 30, 2020 and December 31, 2019 the Company has an allowance for doubtful accounts of $68,240 and $33,503 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.
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 six months ended June 30, 2020 and 2019 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at June 30, 2020 and 2019:

 

   June 30, 
   2020   2019 
Options   452,523    882,500 
Warrants   936,240    713,138 
Convertible notes - related party   5,574    5,180 
Convertible notes   1,562,138    551,923 
Totals   2,956,475    2,152,741 
Reclassifications

Reclassifications

 

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. The company reclassified $105,763 from current portion of operating lease right of use asset to operating lease right of use asset within the December 31, 2019 Balance Sheet. 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

 

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

 

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

 

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). The updated guidance, which became effective for fiscal years beginning after December 15, 2019, did not have a material impact on its condensed consolidated financial statements.

 

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

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in 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. The adoption of ASU 2018-15 did not have a material impact on its condensed consolidated financial statements.
Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

 

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

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance 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 condensed consolidated financial statements.
v3.20.2
Significant and Critical Accounting Policies and Practices (Tables)
 6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities

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

       Quoted Prices   Quoted Prices     
       in Active   for Similar     
       Markets for   Assets or     
       Identical   Liabilities in   Significant 
       Assets or   Active   Unobservable 
       Liabilities   Markets   Inputs 
   Total   (Level 1)   (Level 2)   (Level 3) 
Assets:            
Marketable securities - debt securities  $150,000   $-   $-   $150,000 
Marketable securities - equity securities   26,325    26,325          -    - 
Total assets  $176,325   $26,325   $-   $150,000 

 

Cost and fair value of the Company's investment in debt securities as of June 30, 2020 are as follows:

 

   Fair Value Hierarchy  Cost  

Unrealized

Gains (Loss)

   Fair Value 
Marketable securities - debt securities  3  $150,000   $                 -   $150,000 

 

Cost and fair value of the Company's investment in equity securities as of June30, 2020 are as follows:

 

   Fair Value Hierarchy 

 

Cost

  

Realized

Gains (Loss)

   Fair Value 
Marketable securities - equity securities  1  $16,283   $10,042   $26,325 
Schedule of property and equipment estimated useful lives

   Estimated Useful
Life
(Years)		 
     
Computer equipment and software  3 
Furniture and fixtures  5 
Schedule of changes in marketable securities
   For the three months ended
June 30,
2020		   For the six months ended
June 30,
2020		 
   Total   Total 
January 1, 2020  $-   $- 
Purchase of marketable securities   166,283    166,283 
Gain on trading securities   10,042    10,042 
June 30, 2020  $176,325   $176,325 
Schedule of revenue disaggregated by revenue
  Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
Branded content  $68,728   $2,350   $124,728   $22,421 
Managed Services   190,106    -    382,357    - 
Creator Subscriptions   54,972    -    90,934    - 
Affiliate sales   8,195    2,539    16,344    5,661 
Other revenue   539    2,292    1,319    13,433 
   $322,540   $7,181   $615,682   $41,515 
Schedule of common stock equivalents

   June 30, 
   2020   2019 
Options   452,523    882,500 
Warrants   936,240    713,138 
Convertible notes - related party   5,574    5,180 
Convertible notes   1,562,138    551,923 
Totals   2,956,475    2,152,741 
v3.20.2
Acquisition of Seller’s Choice (Tables)
 6 Months Ended
Jun. 30, 2020
Merger Agreement [Abstract]  
Schedule of merger transaction
  Shares   Amount 
Consideration paid:        
Cash paid       $340,000 
Common stock issued at closing (1)   333,334   $1,166,669 
Note payable        660,000 
Total consideration paid       $2,166,669 
           
Total consideration       $2,166,669 

 

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

   Six Months Ended 
   June 30,
2019		 
Revenues, net  $708,205 
Net loss attributable to common shareholders  $(3,619,885)
Net loss per share  $(0.47)
Weighted average number of shares outstanding   7,722,898 
v3.20.2
Notes Payable (Tables)
 6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Schedule of notes payable
    Outstanding Principal as of            
    June 30,
2020		     December 31,
2019		     Interest Rate     Maturity Date
Seller’s Choice Note     660,000       660,000       9.5 %   September 2020
The First January 2020 Loan Agreement     -       -       6 %   January 2020
The Second January 2020 Loan Agreement     -       -       5 %   January 2020
The Third January 2020 Loan Agreement     -       -       10 %   January 2020
The Fourth January 2020 Loan Agreement     -       -       7 %   February 2020
The February 2020 Loan agreement     -       -       5 %   March 2020
The First March 2020 Loan Agreement     3,300       -       25 %   September 2020
The Second March 2020 Loan Agreement     6,474       -       19 %   September 2021
The April 2020 PPP Loan Agreement     412,500       -       1 %   April 2022
The May 2020 PPP Loan Agreement     282,432       -       1 %   May 2022
The June 2020 Loan Agreement     351,692       -       15 %   July 2020
      1,716,398       660,000              
Less: Debt Discount     -       -              
Less: Debt Issuance Costs     -       -              
      1,716,398       660,000              
Less: Current Debt     (1,314,634 )                    
Total Long-Term Debt   $ 401,764     $                
v3.20.2
Convertible Note Payable (Tables)
 6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
   Outstanding Principal
as of		              Warrants granted 
   June 30,
2020		   December 31,
2019		   Interest
Rate		   Conversion
Price		   Maturity 
Date		  Quantity   Exercise
Price		 
The February 2018 Convertible Note Offering   -    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    2,311,703    10%   5.00(*)  February – March 2020   133,190    6.00 
The November 2019 Convertible Note Offering   559,433    559,433    12%   4.50(*)  May – June 2020   -    - 
The First January 2020 convertible Loan Agreement   87,473    -    12%  $4.50(*)  July – August 2020   -    - 
The First February 2020 convertible Loan Agreement   85,000    -    10%  $4.00(*)  August 2020   -    - 
The Second February 2020 convertible Loan Agreement   200,000    -    12%  $4.50(*)  February 2021   20,000    5.00 
The Third February 2020 convertible Loan Agreement   1,500,000    -    12%  $4.50(*)  February 2021   124,995    5.00 
The April 2020 Convertible Note Offering   350,010    -    12%  $4.50(*)  October 2020   -    - 
The June 2020 Convertible Loan Agreement   550,000    -    12%   $ - (*)   June 2021   148,809    3.85 
    5,718,619    3,021,136                        
Less: Debt Discount   (528,130)   (124,096)                       
Less: Debt Issuance Costs   (38,949)   (614)                       
    5,151,540    2,896,425                        
Less: Current Debt   (5,151,540)   (2,896,425                        
Total Long-Term Debt  $-   $-                        

 

(*)As subject to adjustment as further outlined in the notes
v3.20.2
Related Party (Tables)
 6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party
   Outstanding Principal as of          Warrants granted 
   June 30,
2019		   December 31,
2019		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The March 2018 Convertible Note Offering   -    400    14%  April 2020   59,850    4.00 
The February 2019 Convertible Note Offering   20,000    20,000    10%  May 2020   1,320    6.00 
    20,000    20,400                   
Less: Debt Discount   -    (13)                  
Less: Debt Issuance Costs   -    -                   
    20,000    20,387                   
Less: Current Debt   (20,000)   (20,387)                  
Total Long-Term Debt  $-   $-                   
Schedule of notes payable - related party
  Outstanding Principal as of          Warrants granted 
   June 30,
2020		   December 31,
2019		   Interest
Rate		   Maturity
Date		  Quantity   Exercise
Price		 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    20,863    6%  August 17, 2018   7,500    4.00 
The June 2019 Loan Agreement   4,825,000    4,825,000    12.5%  December 3, 2019   -    - 
The December 2019 Gravitas Loan Agreement   135,116    300,000    6.7%  March 1, 2020   -    - 
The January 2020 Rosen Loan Agreement   -    -    -   February 2020   -    - 
The February 2020 Banner Loan Agreement   -    -    -   February 2020   148    6.00 
The February 2020 Frommer Loan Agreement   -    -    -   February 2020   45    6.00 
    4,990,979    5,155,863                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (26,521)                  
    4,990,979    5,129,342                   
Less: Current Debt   (4,990,979)   (5,129,342)                  
   $-   $-                   
v3.20.2
Stockholders' Deficit (Tables)
 6 Months Ended
Jun. 30, 2020
Stock Option [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity
   Options   Weighted
Average
Exercise
Price		  

Weighted

Average

Remaining
Contractual
Life

(in years)

 
Balance – December 31, 2019 – outstanding   911,500    8.16    2.51 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled/Modified   (458,977)   8.43    - 
Balance – June 30, 2020 – outstanding and exercisable   452,523    7.89    2.24 
Warrant [Member]  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Schedule of stock option and warrant activity

   Warrants   Weighted
Average
Exercise
Price		   Aggregate Intrinsic Value   
             
Outstanding and Exercisable – December 31, 2019   742,221   $5.25    - 
Granted   294,597    4.42      
Exercised   -    -      
Forfeited/Cancelled   (100,578)   4.13      
Outstanding – June 30, 2020   936,240    5.11    7,440 
Exercisable – June 30, 2020   787,431    5.35    - 
Schedule of assumptions used for warrants granted
   June 30,  
2020		   June 30,
2019  
Exercise price  $ 3.85 - 6.00   $ 4.00 - 6.00
Expected dividends  0%  0%
Expected volatility  234.03% - 237.39 %   107.59%-114.13 %
Risk free interest rate  0.33% - 1.63 %   1.93-2.41 %
Expected life of warrant  5 years    4 – 5 years
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		 
$5.11    936,240    3.24    5.35    787,431    2.92 
v3.20.2
Commitments and Contingencies (Tables)
 6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Schedule of lease expense
   Six Months Ended
June 30,
2020		 
Operating lease cost  $34,970 
Short term lease cost   7,950 
Total net lease cost  $42,920 
Schedule of supplemental cash flow and other information related to leases
   Six Months Ended
June 30,
2020		 
Cash paid for amounts included in the measurement of lease liabilities:     
Operating lease payments   33,064 
      
Weighted average remaining lease term (in years):   3.05 
      
Weighted average discount rate:   13%
Schedule of future minimum lease payments
Twelve Months Ending December 31,      
2020   $  106,927  
2021      111,257  
2022      109,730  
2023      2,081  
Total   $ 329,995  
v3.20.2
Organization and Operations (Details) - shares
Feb. 05, 2016
Sep. 11, 2019
Seller Choice LLC [Member]    
Organization and Operations (Textual)    
Acquired percentage   100.00%
Kent Campbell [Member]    
Organization and Operations (Textual)    
Cancelled of common stock 39,091  
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  
v3.20.2
Significant and Critical Accounting Policies and Practices (Details)
 6 Months Ended
Jun. 30, 2020
Jerrick Ventures LLC [Member]  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Abacus Tech Pty Ltd [Member]  
Name of combined affiliate Abacus Tech Pty Ltd
State or other jurisdiction of incorporation or organization Australia
Company ownership interest 100.00%
Seller's Choice, LLC [Member]  
Name of combined affiliate Seller's Choice, LLC
State or other jurisdiction of incorporation or organization New Jersey
Company ownership interest 100.00%
Jerrick Global, LLC [Member]  
Name of combined affiliate Jerrick Global, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Investment Advisors LLC [Member]  
Name of combined affiliate Jerrick Investment Advisors LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Jerrick Partners LLC [Member]  
Name of combined affiliate Jerrick Partners LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Maven Tech LLC [Member]  
Name of combined affiliate Maven Tech LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
OG Collection LLC [Member]  
Name of combined affiliate OG Collection LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
VMENA LLC [Member]  
Name of combined affiliate VMENA LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal For Brands, LLC [Member]  
Name of combined affiliate Vocal For Brands, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
Vocal Ventures LLC [Member]  
Name of combined affiliate Vocal Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
What to Buy, LLC [Member]  
Name of combined affiliate What to Buy, LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership interest 100.00%
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 1)
 6 Months Ended
Jun. 30, 2020
USD ($)
Assets:  
Marketable securities - debt securities $ 150,000
Marketable securities - equity securities 26,325
Total assets 176,325
Fair Value, Inputs, Level 1 [Member]  
Assets:  
Marketable securities - debt securities
Marketable securities - equity securities 26,325
Total assets 26,325
Marketable securities - equity securities, cost 16,283
Marketable securities - equity securities, realized gains (Loss) 10,042
Marketable securities - equity securities, fair value 26,325
Fair Value, Inputs, Level 2 [Member]  
Assets:  
Marketable securities - debt securities
Marketable securities - equity securities
Total assets
Fair Value, Inputs, Level 3 [Member]  
Assets:  
Marketable securities - debt securities 150,000
Marketable securities - equity securities
Total assets 150,000
Marketable securities - debt securities, cost 150,000
Marketable securities - debt securities, unrealized gains (loss)
Marketable securities - debt securities, fair value $ 150,000
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 2)
 6 Months Ended
Jun. 30, 2020
Furniture and fixtures [Member]  
Property and Equipment, Estimated Useful Life (Years) 5 years
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 3) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Accounting Policies [Abstract]        
January 1, 2020    
Purchase of marketable securities 166,283   166,283  
Gain on trading securities 10,042 10,042
June 30, 2020 $ 176,325   $ 176,325  
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 4) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue $ 322,540 $ 7,181 $ 615,682 $ 41,515
Branded content [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 68,728 2,350 124,728 22,421
Managed Services [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 190,106 382,357
Creator Subscriptions [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 54,972 90,934
Affiliate sales [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue 8,195 2,539 16,344 5,661
Other revenue [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue $ 539 $ 2,292 $ 1,319 $ 13,433
v3.20.2
Significant and Critical Accounting Policies and Practices (Details 5) - shares
 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 2,956,475 2,152,741
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 5,574 5,180
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 1,562,138 551,923
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 452,523 882,500
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 936,240 713,138
v3.20.2
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
Jun. 15, 2020
Jun. 30, 2020
Dec. 31, 2019
Significant and Critical Accounting Policies and Practices (Textual)      
Investments minority interest $ 30,000    
Description of investments   Our investments in these securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of June 30, 2020, all of our investments had maturities between one and two years.  
Deferred revenue   $ 55,959 $ 50,691
Liquid investments purchase maturity, description   Liquid investments with a maturity of three months or less.  
Payment related percentage, description   The client pays 50% at signing and 50% upon completion.  
Managed services, description   Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month.  
Reserve doubtful accounts   $ 34,737  
Allowance for doubtful accounts   34,737 $ 33,503
Current portion of operating lease right of use asset   $ 105,763  
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, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.  
Warrants [Member] | Maximum [Member]      
Significant and Critical Accounting Policies and Practices (Textual)      
Fixed fees ranging   $ 45,000  
Affiliate sales percentage   20.00%  
Warrants [Member] | Minimum [Member]      
Significant and Critical Accounting Policies and Practices (Textual)      
Fixed fees ranging   $ 5,000  
Affiliate sales percentage   2.00%  
v3.20.2
Going Concern (Details)
 6 Months Ended
Jun. 30, 2020
USD ($)
Going Concern (Textual)  
Accumulated deficit net loss $ 7,100,000
Net cash used in operating activities $ 2,900,000
v3.20.2
Acquisition of Seller’s Choice (Details) - Seller's Choice, LLC. [Member]
Sep. 11, 2019
USD ($)
shares
Cash paid $ 340,000
Common stock issued at closing 1,166,669 [1]
Note payable 660,000
Total consideration paid 2,166,669
Total consideration $ 2,166,669
Common stock to be issued at closing, shares | shares 333,334
[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.
v3.20.2
Acquisition of Seller’s Choice (Details 1) - Seller's Choice, LLC. [Member]
 6 Months Ended
Jun. 30, 2019
USD ($)
$ / shares
shares
Revenues, net $ 708,205
Net loss attributable to common shareholders $ (3,619,885)
Net loss per share | $ / shares $ (0.47)
Weighted average number of shares outstanding | shares 7,722,898
v3.20.2
Acquisition of Seller’s Choice (Details Textual) - Seller's Choice, LLC. [Member]
Sep. 11, 2019
USD ($)
$ / shares
shares
Common stock | shares 333,334
Cash $ 340,000
Promissory note in principal amount $ 660,000
Promissory note bearing interest rate 100.00%
Merger transaction share price | $ / shares $ 3.50
v3.20.2
Notes Payable (Details) - USD ($)
 6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 1,314,634 $ 660,000
Less: Debt Issuance Costs (26,521)
Notes Payable 401,764  
Notes Payable [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal 1,716,398 660,000
Less: Debt Discount
Less: Debt Issuance Costs
Notes Payable $ 1,716,398 660,000
Notes Payable [Member] | The First January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 6.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Second January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 5.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Third January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 10.00%  
Interest and principal both due date Jan. 31, 2020  
Notes Payable [Member] | The Fourth January 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 7.00%  
Interest and principal both due date Feb. 29, 2020  
Notes Payable [Member] | The February 2020 Loan agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal  
Interest Rate 5.00%  
Interest and principal both due date Mar. 31, 2020  
Notes Payable [Member] | The First March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 3,300
Interest Rate 25.00%  
Interest and principal both due date Sep. 30, 2020  
Notes Payable [Member] | The Second March 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 6,474
Interest Rate 19.00%  
Interest and principal both due date Sep. 30, 2021  
Notes Payable [Member] | The April 2020 PPP Loan Agreement    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 412,500
Interest Rate 1.00%  
Interest and principal both due date Apr. 30, 2022  
Notes Payable [Member] | The May 2020 PPP Loan Agreement    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 282,432
Interest Rate 1.00%  
Interest and principal both due date May 31, 2022  
Notes Payable [Member] | The June 2020 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 351,692
Interest Rate 15.00%  
Interest and principal both due date Jul. 31, 2020  
Notes Payable [Member] | Seller's Choice Note    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 660,000 $ 660,000
Interest Rate 9.50%  
Interest and principal both due date Sep. 30, 2020  
v3.20.2
Notes Payable (Details Textual)
 1 Months Ended 3 Months Ended 6 Months Ended
Jan. 14, 2020
USD ($)
Sep. 11, 2019
USD ($)
Feb. 25, 2020
USD ($)
$ / shares
shares
Jan. 22, 2020
USD ($)
$ / shares
shares
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
May 04, 2020
USD ($)
Apr. 30, 2020
USD ($)
Mar. 26, 2020
AUD ($)
Mar. 23, 2020
AUD ($)
Jan. 23, 2020
AUD ($)
shares
Jan. 22, 2020
AUD ($)
Jan. 03, 2020
AUD ($)
shares
Dec. 31, 2019
shares
Notes Payable (Textual)                                
Lender issued common stock | shares         9,982,195   9,982,195                 9,178,937
Repaid principal             $ 58,226 $ 50,000                
Issuance of warrants | shares             600                  
Aggregate gross proceeds             $ 1,349,094                
Loss on extinguishment of debt         $ (3,635) (535,040) $ (81,149)                
Issuance of notes payable         401,764   $ 401,764                  
The First January 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note                             $ 250,000  
Interest Rate                             6.00%  
Lender issued common stock | shares                             4,000  
Notes conversion, description             The maturity date of the First January 2020 Note was January 15, 2020 (the “First January 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due.                  
Converted principal amount             $ 250,000                  
The Second January 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note $ 10,000                              
Interest Rate 5.00%                              
Warrant term 5 years                              
Notes conversion, description             The maturity date of the Second January 2020 Note was January 24, 2020 (the "Second January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due.                  
Principal payments             $ 10,000                  
Unpaid interest             $ 500                  
Warrant grant date fair value $ 150                              
Debt discount $ 580                              
The Third January 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note                              
Interest Rate                            
Warrants purchase of common stock | shares       225                        
Exercisable price | $ / shares                              
Warrant term       5 years                        
Notes conversion, description             The maturity date of the Third January 2020 Note was January 29, 2020 (the "Third January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due.                  
Principal payments             $ 15,000                  
Unpaid interest             $ 1,500                  
Warrant grant date fair value       $ 225                        
Debt discount       $ 892                        
The February 2020 Loan agreement [Member]                                
Notes Payable (Textual)                                
Promissory note     $ 15,000                          
Interest Rate     5.00%                          
Warrants purchase of common stock | shares     225                          
Exercisable price | $ / shares     $ 6.00                          
Warrant term     5 years                          
Notes conversion, description             The maturity date of the February 2020 Note was March 3, 2020 (the "February 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2020 Note were due.                  
Principal payments             $ 15,000                  
Unpaid interest             $ 750                  
Warrant grant date fair value     $ 225                          
Debt discount     $ 801                          
The Fourth January 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note                         $ 135,000      
Interest Rate                         7.00%      
Lender issued common stock | shares                         2,250      
Notes conversion, description             The maturity date of the Fourth January 2020 Note was February 23, 2020 (the "Fourth January 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due.                  
Converted principal amount             $ 135,000                  
The First March 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note                       $ 11,000        
Interest Rate                       25.00%        
Notes conversion, description             The maturity date of the First March 2020 Note is September 23, 2020 (the "First March 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note are due.                  
Repaid principal             $ 7,700                  
Accrued interest             $ 2,695                  
The Second March 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note                     $ 17,000          
Interest Rate                     19.00%          
Notes conversion, description             The maturity date of the Second March 2020 Note is September 17, 2020 (the "Second March 2020 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note are due.                  
Repaid principal             $ 10,526                  
Accrued interest             $ 1,734                  
The April 2020 PPP Loan Agreement [Member]                                
Notes Payable (Textual)                                
Interest Rate                   1.00%            
Notes conversion, description             The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020.                  
Accrued interest             $ 644                  
Principal amount                   $ 282,432            
The May 2020 PPP Loan Agreement [Member]                                
Notes Payable (Textual)                                
Interest Rate                 1.00%              
Notes conversion, description             The Loan, which was in the form of a Note dated May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020.                  
Accrued interest             $ 472                  
Principal amount                 $ 412,500              
The June 2020 Loan Agreement [Member]                                
Notes Payable (Textual)                                
Promissory note         $ 351,692   $ 351,692                  
Interest Rate         15.00%   15.00%                  
Notes conversion, description             The maturity date of the June 2020 Note is July 31, 2020 (the “June 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note are due in AUD currency.                  
Accrued interest             $ 3,902                  
The June 2020 Loan Agreement [Member] | AUD [Member]                                
Notes Payable (Textual)                                
Promissory note         $ 510,649   $ 510,649                  
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.                            
v3.20.2
Convertible Note Payable (Details) - USD ($)
 6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Short-term Debt [Line Items]    
Outstanding Principal $ 5,718,619 $ 3,021,136
Less: Debt Discount (528,130) (124,096)
Less: Debt Issuance Costs (38,949) (614)
Total 5,151,540 2,896,425
Less: Current Debt (5,151,540) (2,896,425)
Total Long-Term Debt
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal   75,000
Interest Rate 15.00%  
Conversion Price [1] $ 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 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 $ 559,433 559,433
Interest Rate 12.00%  
Conversion Price [1] $ 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  
The First January 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 87,473
Interest Rate 12.00%  
Conversion Price [1] $ 4.50  
Warrants, Quantity  
Warrants, Exercise Price  
The First January 2020 convertible Loan Agreement [Member] | Minimum [Member]    
Short-term Debt [Line Items]    
Maturity Date Jul. 31, 2020  
The First January 2020 convertible Loan Agreement [Member] | Maximum [Member]    
Short-term Debt [Line Items]    
Maturity Date Aug. 31, 2020  
The First February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 85,000
Interest Rate 10.00%  
Conversion Price [1] $ 4.00  
Maturity Date Aug. 31, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
The Second February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 200,000
Interest Rate 12.00%  
Conversion Price [1] $ 4.50  
Maturity Date Feb. 28, 2021  
Warrants, Quantity 20,000  
Warrants, Exercise Price 5.00  
The Third February 2020 convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 1,500,000
Interest Rate 12.00%  
Conversion Price [1] $ 4.50  
Maturity Date Feb. 28, 2021  
Warrants, Quantity 124,995  
Warrants, Exercise Price 5.00  
The April 2020 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 350,010  
Interest Rate 12.00%  
Conversion Price [1] $ 4.50  
Maturity Date Oct. 31, 2020  
Warrants, Quantity  
The June 2020 Convertible Loan Agreement [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 550,000  
Interest Rate 12.00%  
Conversion Price [1]  
Maturity Date Jun. 30, 2021  
Warrants, Quantity 148,809  
Warrants, Exercise Price 3.85  
[1] As subject to adjustment as further outlined in the notes
v3.20.2
Convertible Note Payable (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 19, 2020
Mar. 31, 2018
Feb. 28, 2018
Jun. 30, 2020
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2018
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Convertible Note Payable (Textual)                      
Convertible notes payable outstanding balance       $ 5,718,619       $ 5,718,619   $ 3,021,136  
Debt issuance costs               26,521  
Issuance of warrants               600      
Proceeds from issuance of convertible notes               $ 1,349,094    
Repaid principal               58,226 50,000    
Loss on debt extinguishment         $ (3,635)   (535,040) $ (81,149)    
The November 2019 Convertible Note Offering [Member]                      
Convertible Note Payable (Textual)                      
Convertible note       $ 479,500       $ 479,500      
Conversion price per share       $ 0.001       $ 0.001      
Debt discount       $ 84,377       $ 84,377      
Debt issuance costs       $ 79,933       $ 79,933      
Exercise price       $ 4.50       $ 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      
Accrued interest       $ 41,625       41,625      
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            
Accrued interest       140,662       140,662      
The March 2018 Convertible Note Offering [Member]                      
Convertible Note Payable (Textual)                      
Converted principal amount                     $ 886,367
Debt discount       254,788       254,788      
Debt issuance costs   $ 770,000         $ 770,000        
Issuance of warrants   47,842                  
Interest amount of convertible notes   $ 767                  
Fair value derivative liability   84,087         84,087        
Secured debt   $ 50,000         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 March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.                  
Unpaid interest   $ 140,600               19,758 51,293
Accrued interest       $ 5,625       $ 5,625      
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               $ 75,000     940,675
Note accrues interest rate       781.25%       781.25%      
Debt issuance costs   725,000   $ 316,875     $ 725,000 $ 316,875      
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 January 2020 Convertible Note Offering [Member]                      
Convertible Note Payable (Textual)                      
Convertible note       $ 87,473       $ 87,473      
Note accrues interest rate       24.00%       24.00%      
Conversion price per share       $ 0.001       $ 0.001      
Debt discount       $ 12,473       $ 12,473      
Exercise price       $ 4.50       $ 4.50      
Bridge loans       $ 1,500,000       $ 1,500,000      
Maturity date, description               The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.      
Accrued interest       $ 4,762       $ 4,762      
The First February 2020 convertible Loan Agreement [Member]                      
Convertible Note Payable (Textual)                      
Note accrues interest rate       10.00%       10.00%      
Interest and principal both due date               Aug. 31, 2020      
Conversion price per share [1]       $ 4.00       $ 4.00      
Convertible notes payable outstanding balance       $ 85,000       $ 85,000    
Debt discount       $ 8,000       $ 8,000      
Exercise price       $ 4.00       $ 4.00      
Bridge loans       $ 1,500,000       $ 1,500,000      
Maturity date, description               The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied.      
Common Stock, No Par Value       $ 0.001       $ 0.001      
Accrued interest       $ 4,108       $ 4,108      
The Second February 2020 convertible Loan Agreement [Member]                      
Convertible Note Payable (Textual)                      
Note accrues interest rate       12.00%       12.00%      
Interest and principal both due date               Feb. 28, 2021      
Conversion price per share [1]       $ 4.50       $ 4.50      
Convertible notes payable outstanding balance       $ 200,000       $ 200,000    
Debt discount       $ 33,340       $ 33,340      
Issuance of warrants               20,000      
Exercise price       $ 5.00       $ 5.00      
Bridge loans       $ 1,500,000       $ 1,500,000      
Maturity date, description               The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.      
Common Stock, No Par Value       $ 0.001       $ 0.001      
Accrued interest       $ 11,267       $ 11,267      
The Third February 2020 convertible Loan Agreement [Member]                      
Convertible Note Payable (Textual)                      
Convertible note       $ 864,950       864,950      
Converted principal amount               $ 385,000      
Note accrues interest rate       12.00%       12.00%      
Interest and principal both due date               Feb. 28, 2021      
Conversion price per share [1]       $ 4.50       $ 4.50      
Convertible notes payable outstanding balance       $ 1,500,000       $ 1,500,000    
Debt discount       $ 160,714       $ 160,714      
Maturity date, description               The Third February 2020 mature on the first (12th) month anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.      
Common Stock, No Par Value       $ 0.001       $ 0.001      
Loss on debt extinguishment               $ 535,041      
Accrued interest       $ 62,500       $ 62,500      
Description of debt instrument               In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.      
The February 2018 Convertible Note Offering [Member]                      
Convertible Note Payable (Textual)                      
Note accrues interest rate       15.00%       15.00%      
Conversion price per share [1]       $ 4.00       $ 4.00      
Convertible notes payable outstanding balance                   $ 75,000  
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.                
The April 2020 Convertible Note Offering [Member]                      
Convertible Note Payable (Textual)                      
Convertible note       $ 350,010       $ 350,010      
Note accrues interest rate       12.00%       12.00%      
Conversion price per share       $ 4.50       $ 4.50      
Debt discount       $ 50,010       $ 50,010      
Maturity date, description               The April 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The April 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.      
Common Stock, No Par Value       $ 0.001       $ 0.001      
Accrued interest       $ 8,050       $ 8,050      
The June 2020 Convertible Loan Agreement [Member]                      
Convertible Note Payable (Textual)                      
Debt discount $ 67,500                    
Debt discount description The Company recorded a $274,578 debt discount relating to 148,809 warrants and 16,272 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                    
Common Stock, No Par Value $ 0.001                    
Accrued interest                    
Description of debt instrument The Company entered into a loan agreement (the "June 2020Loan Agreement") with an individual (the "June 2020 Lender"), the June 2020 Lender issued the Company a promissory note of $550,000 (the "June 2020 Note"). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has interest of twelve percent (12%).  As additional consideration for entering in the June 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 148,809 shares of the Company's common stock at a purchase price of $3.85 per share. The June 2020 Note matures on the first (12th) month anniversary of its issuance date.                     
[1] As subject to adjustment as further outlined in the notes
v3.20.2
Related Party (Details) - USD ($)
 6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,000 $ 20,400
Less: Debt Discount (13)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 20,000 20,387
Less: Current Debt (20,000) (20,387)
Total Long-Term Debt
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross   400
Interest Rate 14.00%  
Warrants, Quantity 240,342  
The February 2019 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,000 $ 20,000
Interest Rate 10.00%  
Maturity Date May 2020  
Warrants, Quantity 1,320  
Warrants, Exercise Price 6.00  
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross  
Interest Rate 14.00%  
Maturity Date April 2020  
Warrants, Quantity 59,850  
Warrants, Exercise Price 4.00  
v3.20.2
Related Party (Details 1) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 4,990,979 $ 5,155,863
Less: Debt Discount
Less: Debt Issuance Costs (26,521)
Notes payable 4,990,979 5,129,342
Less: Current Debt (4,990,979) (5,129,342)
Notes payable - related party, net
The June 2018 Frommer Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 10,000 10,000
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 20,863
Interest Rate 6.00%  
Maturity Date Aug. 17, 2018  
Warrants, Quantity 7,500  
Warrants, Exercise Price $ 4.00  
The June 2019 Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 4,825,000 4,825,000
Interest Rate 12.50%  
Maturity Date Dec. 03, 2019  
Warrants, Quantity  
Warrants, Exercise Price  
The December 2019 Gravitas Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross $ 135,116 300,000
Interest Rate 6.70%  
Maturity Date Mar. 01, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
The January 2020 Rosen Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity  
Warrants, Exercise Price  
The February 2020 Banner Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity 148  
Warrants, Exercise Price $ 6.00  
The February 2020 Frommer Loan Agreement [Member]    
Related Party Transaction [Line Items]    
Notes payable - related party, gross
Interest Rate  
Maturity Date Feb. 01, 2020  
Warrants, Quantity 45  
Warrants, Exercise Price $ 6.00  
v3.20.2
Related Party (Details Textual) - USD ($)
 1 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Apr. 21, 2020
Apr. 09, 2020
Feb. 02, 2020
Jan. 14, 2020
Sep. 16, 2019
Aug. 12, 2019
Jun. 13, 2019
Jun. 03, 2019
Nov. 08, 2018
Mar. 27, 2020
Feb. 27, 2020
Feb. 19, 2020
Dec. 23, 2019
Dec. 17, 2019
Jul. 29, 2019
Jun. 29, 2019
Feb. 18, 2019
Jul. 17, 2018
Jun. 29, 2018
Mar. 31, 2018
Jun. 30, 2020
Jun. 30, 2019
Sep. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Oct. 10, 2019
Related Party Transaction [Line Items]                                                    
Issuance of warrants                                         600          
Repaid principal                                         $ 58,226 $ 50,000        
The December 2019 Gravitas Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Principal amount                         $ 300,000                          
Maturity date                         The December 2019 Gravitas Note has a flat interest payment of $20,000.                          
Repaid principal                                         164,884          
Accrued interest                                         26,966          
The June 2019 Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Notes conversion, description               The Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                                    
Secured term loan                                                   $ 4,825,000
Loan agreement, description                     the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $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 Company entered into the First Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                      
Second Amendment Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Loan agreement, description           The Company entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan.                                        
Third Amendment Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Loan agreement, description         The Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.                                          
The January 2020 Rosen Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Repayment of principal       $ 150,000                                            
Repaid principal                                         150,000          
Repaid of interest                                         15,273          
Related party made non-interest bearing loans       $ 2,500                                            
Accrued interest                                         15,273          
The February 2020 Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Repayment of principal     $ 9,900                                              
Warrants issued to purchase shares     148                                              
Exercise price     $ 6.00                                              
Repaid principal                                         9,900          
Repaid of interest                                         495          
Related party made non-interest bearing loans     $ 495                                              
The February 2020 Frommer Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Repaid principal                                         2,989          
Repaid of interest                                         160          
Loan agreement, description                       The Company entered into a loan agreement (the "February 2020 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $2,989 (the "February 2020 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 45 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the "February 2020 Frommer Maturity Date").                            
Demand loan [Member]                                                    
Related Party Transaction [Line Items]                                                    
Repayment of principal $ 100,000 $ 50,000         $ 100,000                           150,000          
Repaid principal             $ 25,000                                      
Related party made non-interest bearing loans                   $ 100,000       $ 150,000                        
June 2018 Frommer Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Fair value of warrants                 $ 4,645                                  
Maturity date                               The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.                  
Promissory note                                     $ 10,000              
Warrant term                                     4 years              
Warrants issued to purchase shares                                 2,077   2,043              
Exercise price                                 $ 6.00   $ 6.00              
Interest rate                                     6.00%              
Interest and principal both due date                 Mar. 07, 2019             Aug. 17, 2018                    
Purchase price per share                                     $ 4.00              
Accrued interest                                         399          
The March 2018 Convertible Note Offering [Member]                                                    
Related Party Transaction [Line Items]                                                    
Principal amount                                         400          
Unpaid interest                                         70          
The March 2018 Convertible Note Offering [Member] | Investors [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                                       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.            
Maturity date                                       The Notes mature on the second (2nd) anniversary of their issuance dates.            
Debt discount                                       $ 84,854            
The February 2019 Convertible Note Offering [Member]                                                    
Related Party Transaction [Line Items]                                                    
Accrued interest                                         1,000          
The February 2019 Convertible Note Offering [Member] | Investors [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"). During the nine months ended September 30, 2019 a total of 1,320 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.    
Debt discount                                               $ 2,465    
Warrants issued to purchase shares                                             1,320      
The July 2018 Schiller Loan Agreement [Member]                                                    
Related Party Transaction [Line Items]                                                    
Principal amount                                               $ 4,137    
Convertible secured promissory note, description                                   The Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 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.                
Accrued interest                                         832          
Officer compensation [Member]                                                    
Related Party Transaction [Line Items]                                                    
Living expenses                                         $ 56,479          
v3.20.2
Stockholders' Deficit (Details) - $ / shares
 6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Options, Granted   500,000
Stock Option [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Outstanding Begining 911,500  
Options, Granted  
Options, Exercised  
Options, Cancelled/Modified (458,977)  
Outstanding Ending 452,523  
Weighted Average Exercise Price, Outstanding $ 8.16  
Weighted Average Exercise Price, Granted  
Weighted Average Exercise Price, Exercised  
Weighted Average Exercise Price Cancelled/Modified  
Weighted Average Exercise Price, Outstanding $ 7.89  
Weighted Average Remaining Contractual Life (in years), Outstanding 2 years 6 months 3 days  
Weighted Average Remaining Contractual Life (in years), Granted  
Weighted Average Remaining Contractual Life (in years), Outstanding  
Weighted Average Remaining Contractual Life (in years), Exercisable 2 years 2 months 27 days  
v3.20.2
Stockholders' Deficit (Details 1) - Warrants [Member] - $ / shares
 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected dividends 0.00% 0.00%
Expected life of warrant 5 years  
Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 3.85 $ 4.00
Expected volatility 234.03% 107.59%
Risk free interest rate 0.33% 1.93%
Expected life of warrant 5 years 4 years
Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 6.00 $ 6.00
Expected volatility 23739.00% 11413.00%
Risk free interest rate 1.63% 2.41%
v3.20.2
Stockholders' Deficit (Details 2) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2018
Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Granted   500,000  
Warrants [Member]      
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]      
Outstanding and Exercisable – December 31, 2019 742,221   742,221
Granted 294,597    
Exercised    
Forfeited/Cancelled (100,578)    
Outstanding – June 30, 2020 742,221   742,221
Exercisable – June 30, 2020 787,431    
Weighted Average Exercise Price, Outstanding $ 5.25    
Weighted Average Exercise Price, Granted 4.42    
Weighted Average Exercise Price, Exercised    
Weighted Average Exercise Price, Forfeited/Cancelled 4.13    
Weighted Average Exercise Price, Outstanding 5.11    
Weighted Average Exercise Price, Exercisable – June 30, 2020 $ 5.35    
Aggregate Intrinsic Value, Outstanding and Exercisable – December 31, 2019    
Aggregate Intrinsic Value, Outstanding – June 30, 2020 7,440    
Aggregate Intrinsic Value, Exercisable – June 30, 2020    
v3.20.2
Stockholders' Deficit (Details 3) - Warrant [Member]
 6 Months Ended
Jun. 30, 2020
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Warrants Outstanding, Exercise price $ 5.11
Warrants Outstanding, Number Outstanding | shares 936,240
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 3 years 2 months 27 days
Warrants Exercisable, Weighted Average Exercise Price $ 5.35
Warrants Exercisable , Number Exercisable | shares 787,431
Warrants Exercisable, Weighted Average Exercise Price $ 2.92
v3.20.2
Stockholders' Deficit (Details Textual) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
Jun. 29, 2020
May 20, 2020
May 07, 2020
Mar. 13, 2020
Mar. 05, 2020
Jan. 06, 2020
Mar. 19, 2020
Jan. 30, 2020
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2018
Jul. 13, 2020
Dec. 31, 2019
Stockholders' Deficit (Textual)                          
Number of shares authorized to issue                 35,000,000        
Common stock, par value                 $ 0.001       $ 0.001
Common stock, shares authorized                 100,000,000       100,000,000
Preferred stock, par value                 $ 0.001       $ 0.001
Preferred stock, shares authorized                        
Warrants issued                 600        
Share based payments                 $ 1,994,792 $ 448,291      
Options Granted in consultants                     500,000    
Exchange of options   458,977                      
Subsequent Event [Member]                          
Stockholders' Deficit (Textual)                          
Common stock, shares authorized                       100,000,000  
Preferred stock, shares authorized                       20,000,000  
Common Stock [Member]                          
Stockholders' Deficit (Textual)                          
Restricted common stock issued, shares         6,459 4,236 60,000 150,000          
Restricted common stock issued to settle liabilities, value         $ 25,000 $ 12,500 $ 72,048            
Gain/Loss on settlement of vendor liabilities         $ 122,953 $ 4,233              
Conversion of warrant, description The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 17,500 warrants for 6,718 shares of the company common stock and $10,000.     The Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 17,500 warrants for 15,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772.                  
Fair value of service               $ 585,000          
Options description     The board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 7,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company's stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company's stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules.                    
Exchange of options   688,473                      
Stock based compensation on conversion of options to stock   $ 1,405,664                      
Warrant [Member]                          
Stockholders' Deficit (Textual)                          
Fair value of warrants                 $ 523,802        
Warrant [Member] | Convertible Notes Payable [Member]                          
Stockholders' Deficit (Textual)                          
Warrants issued                 293,804        
Fair value of warrants                 $ 1,017,605        
Warrant [Member] | Note Payable Related Party [Member]                          
Stockholders' Deficit (Textual)                          
Warrants issued                 193        
Fair value of warrants                 $ 753        
Treasury Stock [Member]                          
Stockholders' Deficit (Textual)                          
Cancelled shares                 151,951        
v3.20.2
Commitments and Contingencies (Details)
 6 Months Ended
Jun. 30, 2020
USD ($)
Leases [Abstract]  
Operating lease cost $ 34,970
Short term lease cost 7,950
Total net lease cost $ 42,920
v3.20.2
Commitments and Contingencies (Details 1)
 6 Months Ended
Jun. 30, 2020
shares
Cash paid for amounts included in the measurement of lease liabilities:  
Operating lease payments 33,064
Weighted average remaining lease term (in years): 3 years 18 days
Weighted average discount rate: 13.00%
v3.20.2
Commitments and Contingencies (Details 2)
Jun. 30, 2020
USD ($)
Summary of future minimum lease payments  
2020 $ 106,927
2021 111,257
2022 109,730
2023 2,081
Total $ 329,995
v3.20.2
Commitments and Contingencies (Details Textual)
 1 Months Ended 6 Months Ended
May 05, 2018
USD ($)
ft²
Mar. 31, 2019
USD ($)
ft²
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Commitments and Contingencies (Textual)        
Lease term 5 years 4 years    
Area of office space | ft² 2,300 796    
Rent expense     $ 59,168 $ 36,671
Lease term, Description The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. The total amount due under this lease is $411,150. The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019.    
Total amount due $ 411,150 $ 108,229    
Tax Description     Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020.  
Cares act, description     The CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation.  
v3.20.2
Subsequent Events (Details) - USD ($)
 6 Months Ended
Jun. 30, 2020
Jul. 13, 2020
Dec. 31, 2019
Subsequent Events (Textual)      
Common stock, shares authorized 100,000,000   100,000,000
Preferred stock, shares authorized    
Subsequent Event [Member]      
Subsequent Events (Textual)      
Common stock, shares authorized   100,000,000  
Preferred stock, shares authorized   20,000,000  
Five Year Stock Option [Member]      
Subsequent Events (Textual)      
Issued in stock option 1,175,563    
Exercise price $ 2.85    
Vesting date Apr. 01, 2021    
Five promissory note agreement [Member]      
Subsequent Events (Textual)      
Proceeds received $ 318,000    
One promissory note agreement [Member]      
Subsequent Events (Textual)      
Proceeds received 230,000    
Two promissory note agreement [Member]      
Subsequent Events (Textual)      
Proceeds paid $ 5,000