Organization and Operations

Note 1 – Organization and Operations

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

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

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

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

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

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

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

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

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

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

On August 16, 2021, the Company acquired 16% of the membership interests of Dune, Inc. bring our total membership interests to 21%. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages.

Significant Accounting Policies and Practices

9 Months Ended

Sep. 30, 2021

Significant Accounting Policies and Practices

Note 2 – Significant Accounting Policies and Practices

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

Basis of Presentation

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

Use of Estimates and Critical Accounting Estimates and Assumptions

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

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

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

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

Actual results could differ from those estimates.

Principles of consolidation

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

As of September 30, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100	%
Abacus Tech Pty Ltd	Australia		100	%
Seller’s Choice, LLC	New Jersey		100	%
Recreatd, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Plant Camp LLC	Delaware		89	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

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

●

Level 1 – quoted prices in active markets for identical investments

●

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

●

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

The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at September 30, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

September 30, 2021

Total

Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)

Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)

Significant Unobservable Inputs
(Level 3)

Assets:

Marketable securities - debt securities

$

-

$

-

$

-

$

-

Total assets

$

-

$

-

$

-

$

-

Liabilities:

Derivative liabilities

$

-

$

-

$

-

$

-

Total Liabilities

-

$

-

$

-

$

-

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of September 30, 2021:

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

Derivative liabilities	$	-	Monte Carlo simulations and Binomial model	Risk free rate Expected volatility; Drift rate

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

Fair Value Measurements as of

September 30, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	152,096	$	-	$	-	$	152,096
Total assets	$	152,096	$	-	$	-	$	152,096

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of September 30, 2021:

		Fair Value				Valuation Methodology		Unobservable Inputs
Equity investments, at cost		$	152,096			Qualitative assessment per ASC 321-10-35		Qualitative factors

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

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of September 30, 2021, and December 31, 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of September 30, 2021 was approximately $1.3 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three and nine months ended September 30, 2021 the Company recorded an impairment charge of $93,791 for intangible assets.

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

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

Investments

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

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

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

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

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

	For the nine months ended September 30, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		(62,733	)
Conversion of marketable securities		-
September 30, 2021	$	-

We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of September 30, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the nine months ended September 30, 2021 the Company recognized a $62,733 impairment of the debt security.

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

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
	Total			Total
Beginning of period	$	367,096		$	217,096
Purchase of equity investments		-			150,000
Conversion to equity method investments		(215,000	)		(215,000	)
September 30, 2021	$	152,096		$	152,096

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

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

Equity Method Investments

Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were no indicators of impairment related to our equity method investments for the three and nine months ended September 30, 2021.

Commitments and Contingencies

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

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

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

Foreign Currency

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

Derivative Liability

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

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

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

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

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

Revenue Recognition

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

We determine revenue recognition through the following steps:

●

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

●

identification of the performance obligations in the contract;

●

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

●

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

●

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

Revenue disaggregated by revenue source for the three and nine months ended September 30, 2021 and 2020 consists of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Agency (Managed Services, Branded Content, & Talent Management Services)	$	555,766	$	349,148	$	1,472,902	$	856,233
Platform (Creator Subscriptions)		611,714		66,198		1,370,581		157,132
Ecommerce		4,153		-		9,679		-
Affiliate Sales		7,619		8,400		23,425		24,744
Other Revenue		368		1,068		17,803		2,387
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

The Company utilizes the output method to measures the results achieved and value transferred to a customers over time. Timing of revenue recognition for the three and nine months ended September 30, 2021 and 2020 consists of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Products and services transferred over time	$	1,167,480	$	415,346	$	2,843,483	$	1,013,365
Products and services transferred at a point in time		12,140		9,468		50,907		27,131
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

Agency Revenue

Managed Services

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

Branded Content

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

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

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

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

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

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

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

Talent Management Services

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

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

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

	●	The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $10,000 in net revenue per contract.

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

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

●

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

Platform Revenue

Creator Subscriptions

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

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

Affiliate Sales Revenue

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

E-Commerce Revenue

The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”). The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product by its customers.

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2021, and December 31, 2020, the Company had deferred revenue of $200,500 and $88,637, respectively.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2021, the Company recorded $0 as a bad debt expense. As of September 30, 2021, and December 31, 2020, the Company has an allowance for doubtful accounts of $76,340 and $80,509, respectively.

Stock-Based Compensation

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

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

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

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

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and nine months ended September 30, 2021 and 2020 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at September 30, 2021 and 2020:

	September 30,
	2021		2020
Options		2,327,445		542,687
Warrants		6,558,705		3,059,040
Convertible notes		228,334		-
Totals		9,114,484		3,601,727

Reclassifications

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the three months ended September 30, 2021, we adopted a change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation.

Recently Adopted Accounting Guidance

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

Recent Accounting Guidance Not Yet Adopted

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

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

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

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

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

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

Going Concern

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 – Going Concern

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

As reflected in the condensed consolidated financial statements, as of September 30, 2021, the Company had an accumulated deficit of $97.3 million, a net loss of $25.0 million and net cash used in operating activities of $15.6 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.

Inventory

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Inventory

Note 4 – Inventory

Inventory was comprised of the following at September 30, 2021:

	September 30, 2021
Raw Materials	$	75,585
Packaging		769
Finished goods		11,707
	$	88,061

Equity Investments, at Cost

9 Months Ended

Sep. 30, 2021

Equity Investments, at Cost [Abstract]

Equity investments, at cost

Note 5 – Equity investments, at cost

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

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

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

On October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for $115,000. During the three months ended September 30, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 6).

On February 17, 2021, the Company entered into a membership interest purchase agreement whereas the Company purchased another 3.3% ownership of a private company for $100,000. During the three months ended September 30, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 6).

On May 21, 2021, the Company entered into a common stock purchase agreement whereas the Company purchased 10.0% ownership of a private company for $50,000.

Equity Method Investments

9 Months Ended

Sep. 30, 2021

Equity Method Investment [Abstract]

Equity Method Investments

Note 6 – Equity Method Investments

During the nine months ended September 30, 2021, we invested $410,000 in cash into Dune, Inc., and received equity interest for services that were recorded to other income on the Statement of Operations. Our investment in Dune, Inc., is accounted for under the equity method and is included within Equity method investment in our consolidated balance sheet as of September 30, 2021. Our ownership percentage in Dune, Inc. which is recorded under the equity method investment, is 21%. During the three and nine months ended September 30, 2021, we recorded $16,413 of losses from this investment as equity in net loss from equity method investment within our consolidated statements of operations. As of September 30, 2021, our Equity method investment total $732,297.

Notes Payable

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Notes Payable

Note 7 – Notes Payable

Notes payable as of September 30, 2021 and December 31, 2020 is as follows:

	Outstanding Principal as of
	September 30, 2021			December 31, 2020			Interest Rate			Maturity Date
Seller’s Choice Note	$	660,000		$	660,000			30	%	September 2020
The May 2020 PPP Loan Agreement		232,432			412,500			1	%	April 2022
The April 2020 PPP Loan Agreement		-			282,432			1	%	May 2022
The October 2020 Loan Agreement		54,412			55,928			14	%	July 2021
The November 2020 Loan Agreement		-			23,716			14	%	May 2021
The February 2021 Loan Agreement		81,789			-			14	%	July 2021
The July 2021 Loan Agreement		72,204			-			10	%	October 2022
		1,100,837			1,434,576
Less: Debt Discount		(9,688	)		-
Less: Debt Issuance Costs		-			-
		1,091,149			1,434,576
Less: Current Debt		(1,072,190	)		(1,221,539	)
Total Long-Term Debt	$	18,959		$	213,037

Seller’s Choice Note

On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of September 30, 2021, the Company is in default on the Seller’s Choice note.

During the nine months ended September 30, 2021, the Company accrued interest of $148,093.

The April 2020 PPP Loan Agreement

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

During the nine months ended September 30, 2021, the Company accrued interest of $1,395.

During the nine months ended September 30, 2021, the Company repaid $50,000 in principal.

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

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

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

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

The May 2020 PPP Loan Agreement

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

During the nine months ended September 30, 2021, the Company accrued interest of $1,017.

During the nine months ended September 30, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.

The October 2020 Loan Agreement

On October 6, 2020, the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the “October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of $74,300 AUD or $54,412 United States Dollars (the “October 2020 Note”). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest rate of 14%. The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit.

During the nine months ended September 30, 2021, the Company accrued $7,780 AUD in interest.

The November 2020 Loan Agreement

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

During the nine months ended September 30, 2021, the Company repaid $23,716 in principal and $4,736 of accrued interest.

The February 2021 Loan Agreement

On February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $111,683 AUD or $81,789 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.

During the nine months ended September 30, 2021, the Company accrued $9,339 AUD in interest.

The April 2021 Loan Agreement

On April 9, 2021, the Company entered into a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021 Lender”) whereby the April 2021 Lender issued the Company a promissory note of $128,110 (the “April 2021 Note”). Pursuant to the April 2021 Loan Agreement, the April 2021 Note has an effective interest rate of 11%. The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due.

During the nine months ended September 30, 2021, the Company repaid $92,140 in principal and converted $35,970 into the July 2021 Loan Agreement. As part of the conversion the Company recorded $8,341 as extinguishment expense.

The July 2021 Loan Agreement

On July 2, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”) whereby the July 2021 Lender issued the Company a promissory note of $137,625 (the “July 2021 Note”). Pursuant to the July 2021 Loan Agreement, the July 2021 Note has an effective interest rate of 10%. The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due.

During the nine months ended September 30, 2021, the Company repaid $65,421 in principal.

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Stockholders' Equity Note [Abstract]

Convertible Note Payable

9 Months Ended

Sep. 30, 2021

Convertible Note Payable [Abstract]

Convertible Note Payable

Note 8 – Convertible Note Payable

Convertible notes payable as of September 30, 2021, and December 31, 2020, is as follows:

	Outstanding Principal as of													Warrants granted
	September 30, 2021			December 31, 2020			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The September 2020 convertible Loan Agreement	$	-		$	341,880			12	%		-	(*)	September-21		85,555		5
The First December 2020 convertible Loan Agreement		-			600,000			12	%		-	(*)	December-21		-		-
The October 2020 convertible Loan Agreement		-			169,400			6	%		-	(*)	October-21		-		-
The Second December 2020 convertible Loan Agreement		500			169,400			6	%		-	(*)	December-21		-		-
The May 2021 Loan		1,141,669			-			-	%		5.00	(*)	November-22		1,090,908		4.50
The July 2021 Loan		168,850			-			6	%		-	(*)	July - 22
		1,311,019			1,280,680
Less: Debt Discount		(430,026	)		(309,637	)
Less: Debt Issuance Costs		(86,460	)		(73,527	)
		794,533			897,516
Less: Current Debt		(154,037	)		(897,516	)
Total Long-Term Debt	$	640,496		$	-

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

The First July 2020 Convertible Loan Agreement

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

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

During the nine months ended September 30, 2021, the First July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of First July 2020 Note gave rise to a derivative liability of $112,743. The Company recorded $68,000 as a debt discount and $44,743 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the nine months ended September 30, 2021, the Company converted $68,000 in principal and $3,400 in interest into 35,469 shares of the Company’s common stock.

The August 2020 Convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021, the August 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of August 2020 Note gave rise to a derivative liability of $120,759. The Company recorded $65,000 was recorded as a debt discount and $55,759 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the nine months ended September 30, 2021 the Company converted $68,000 in principal and $3,400 in interest into 29,859 shares of the Company’s common stock.

The September 2020 Convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021 the Company repaid $341,880 in principal and $46,200 in interest.

The October 2020 Convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021, the Second July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of Second July 2020 Note gave rise to a derivative liability of $74,860. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the nine months ended September 30, 2021, the Company converted $169,400 in principal and $4,620 in interest into 55,631 shares of the Company’s common stock.

The First December 2020 convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021 the Company repaid $600,000 in principal and $4,340 in interest.

The Second December 2020 Convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021, the Second December 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of Second December 2020 Note gave rise to a derivative liability of $108,880. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the nine months ended September 30, 2021, the Company converted $168,900 in principal and $4,605 in interest into 74,706 shares of the Company’s common stock.

The May 2021 Convertible Note Offering

On May 14, 2021, the Company conducted multiple closings of a private placement offering to accredited investors (the “May 2021 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “May 2021 Investors”) for aggregate gross proceeds of $3,690,491. The May 2021 convertible notes are convertible into shares of the Company’s common stock, par value $.001 per share at a conversion price of $5.00 per share. As additional consideration for entering in the May 2021 Convertible Note Offering, the Company issued 1,090,908 warrants of the Company’s common stock. The May 2021 Convertible Note matures on November 14, 2022.

The Company recorded a $1,601,452 debt discount relating to 1,090,908 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.

The Company recorded a $666,669 debt discount relating to an original issue discount and $539,509 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost.

During the nine months ended September 30, 2021, the Company converted $3,525,000 in principal into 705,000 shares of the Company’s common stock.

The July 2021 Convertible Loan Agreement

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

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

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

During the nine months ended September 30, 2021, the Company accrued 2,387 in interest.

Related Party

9 Months Ended

Sep. 30, 2021

Related Party

Note 9 – Related Party

Notes payable

Notes payable – related party as of September 30, 2021 and December 31, 2020 is as follows:

	Outstanding Principal as of										Warrants granted
	September 30, 2021			December 31, 2020			Interest Rate			Maturity Date	Quantity		Exercise Price
The September 2020 Goldberg Loan Agreement		188,574			16,705			7	%	September 2022		-		-
The September 2020 Rosen Loan Agreement		955,727			3,295			7	%	September 2022		-		-
		1,144,301			20,000
Less: Debt Discount		(9,589	)		(17,068	)
		1,134,712			2,932
Less: Current Debt		(1,134,712	)		(2,932	)
	$	-		$	-

The September 2020 Goldberg Loan Agreement

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

Since the September 2020 Goldberg Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $6,463,363 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference between the initial consideration and the September 14, 2021, value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature gave rise to a derivative liability that has been marked to market during the three and nine months ended September 30, 2021, and the change in derivative liability is recorded on Condensed Consolidated Statements of Comprehensive Loss. See note 10.

On September 15, 2021, the make-whole provision was triggered, causing an increase in principal of the September 2020 Goldberg Note by $939,022.

During the nine months ended September 30, 2021, the Company accrued interest of $3,576.

Subsequent to September 30, 2021, the Company agreed to a settlement of the amount owed under the September 2020 Goldberg Note in the amount of $350,000, payable as $200,000 in cash and $150,000 in shares of Common Stock.

The September 2020 Rosen Loan Agreement

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

Since the September 2020 Rosen Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $1,274,553 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative that has been marked to market during the three and nine months ended September 30, 2021, and the change in derivative liability is recorded on Condensed Consolidated Statements of Comprehensive Loss. See note 10.

On September 15, 2021 the make-whole provision was triggered, causing an increase in principal of the September 2020 Rosen Note by $185,279.

During the nine months ended September 30, 2021, the Company accrued interest of $706.

Subsequent to September 30, 2021, the Company repaid all outstanding principal and interest on this Note.

Officer compensation

During the nine months ended September 30, 2021, the Company paid $72,690 for living expenses for officers of the Company.

Derivative Liabilities

9 Months Ended

Sep. 30, 2021

Derivative Liability [Abstract]

Derivative Liabilities

Note 10 – Derivative Liabilities

The Company has identified derivative instruments arising from a make-whole feature in the Company’s notes payable during the nine months ended September 30, 2021. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 9. The Company has also identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the nine months ended September 30, 2021. For the terms of the conversion features see Note 9. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of September 30, 2021.

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

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

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

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

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

The following are the changes in the derivative liabilities during the three and nine months ended September 30, 2021.

	Three Months Ended September 30, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as July 1, 2021	$	-	$	-	$	436,294
Addition		-		-		-
Extinguishment						(145,449	)
Conversion to Note payable - related party						(1,124,301	)
Changes in fair value		-		-		833,456
Derivative liabilities as September 30, 2021	$	-	$	-	$	-

	Nine Months Ended September 30, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2021	$	-	$	-	$	42,231
Addition		-		-		417,241
Extinguishment						(431,458	)
Conversion to Note payable - related party						(1,124,301	)
Changes in fair value		-		-		1,096,287
Derivative liabilities as September 30, 2021	$	-	$	-	$	-

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Stockholders’ Equity

Note 11 – Stockholders’ Equity

Shares Authorized

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

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

On August 17, 2020, following board of director’s approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:3) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the next whole share. As a result, all share information in the accompanying condensed consolidated financial statements has been adjusted as if the reverse stock split happened on the earliest date presented.

Preferred Stock

Series E Convertible Preferred Stock

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

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

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

During the nine months ended September 30, 2021, the Company received the $40,000 of the subscription receivable for the Series E Convertible Preferred Stock. The Company has recorded $4,225 to stock issuance costs, which are part of Additional Paid-in Capital.

During the nine months ended September 30, 2021, investors converted 7,168 shares of the Company’s Series E Convertible Preferred Stock into 1,739,750 shares of the Company’s common stock.

Common Stock

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

On January 20, 2021, the Company issued 40,000 shares of its restricted common stock to consultants in exchange for a year of services at a fair value of $192,000. On May 24, 2021, the Company amended the contract and issued and additional 10,000 shares of its restricted common stock. these shares had a fair value of $34,500. The shares issued to the consultant were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the nine months ended September 30, 2021, the Company recorded $99,908 to stock-based compensation expense related to these shares.

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

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

On February 8, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 2,092 shares of common stock in exchange for services at a fair value of $7,502.

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

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

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

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

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

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

On April 10, 2021, the Company issued 16,275 shares of its restricted common stock to consultants in exchange for services at a fair value of $69,332.

On April 21, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 1,048 shares of common stock in exchange for services at a fair value of $3,587.

On June 17, 2021, the Company entered into an underwriting agreement with The Benchmark Company LLC, pursuant to which we agreed to sell to the Underwriter in a firm commitment underwritten public offering an aggregate of 750,000 shares of the Company’s common stock, at a public offering price of $3.40 per share. The Company also granted the Underwriter a 30-day option to purchase up to an additional 112,500 shares of Common Stock to cover over-allotments, if any. The Offering closed on June 21, 2021. The net proceeds to the Company from the equity raise was $2,213,500. As part of the underwriting agreement the Company issued 46,667 warrants of the Company’s common stock to Benchmark. The warrants have an exercise price $5.40 and a term of five years. On July 9, 2021, the Representative exercised the over-allotment option to purchase an additional 954,568 shares of Common Stock.

On July 20, 2021, the Company issued 2,154 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,570.

On July 15, 2021, the Company issued 715 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

On August 15, 2021, the Company issued 820 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

On September 15, 2021, the Company issued 793 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500.

Stock Options

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

The assumptions used for options granted during the nine months ended September 30, 2021, are as follows:

	September 30, 2021
Exercise price	$	2.55 – 14.10
Expected dividends		0	%
Expected volatility		194.39% – 242.98	%
Risk free interest rate		0.46 – 0.98	%
Expected life of option		5 - 7 years

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

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2020 – outstanding		541,021			12.75		3.27
Granted		1,850,588			6.32		6.20
Exercised		-			-		-
Forfeited/Cancelled		(64,164	)		13.06		-
Balance – September 30, 2021 – outstanding		2,327,445			7.63		4.29
Balance – September 30, 2021 – exercisable		608,524			12.75		3.75

Option Outstanding						Option Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)
$	7.63		2,327,445		4.92		12.75		608,524		3.75

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

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $4,100,729, for the nine months ended September 30, 2021.

As of September 30, 2021, there was $4,472,344 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.06 year.

Warrants

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

The assumptions used for warrants granted during the nine months ended September 30, 2021 are as follows:

	September 30, 2021
Exercise price	$	4.50 – 4.95
Expected dividends		0	%
Expected volatility		237.14% - 237.68	%
Risk free interest rate		0.82% - 0.86	%
Expected life of warrant		5 years

Warrant Activities

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

	Warrant			Weighted Average Exercise Price
Balance – December 31, 2020 – outstanding		6,130,948			4.96
Granted		1,881,267			5.63
Exercised		(1,438,788	)		4.59
Forfeited/Cancelled		(14,722	)		24.00
Balance – September 30, 2021 – outstanding		6,558,705			4.92
Balance – September 30, 2021 – exercisable		6,558,705		$	4.92

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	4.92		6,558,705		4.06		4.92		6,558,705		4.06

During the nine months ended September 30, 2021, the Company issued 1,275,261 shares of common stock to a certain warrant holder upon the cashless exercise of a warrant to purchase 1,438,788 shares of common stock. The Company received $5,472,068 in connection with the exercise of the warrant.

During the nine months ended September 30, 2021, a total of 486,516 warrants were issued in connection with the Series E Convertible Preferred Stock raise.

During the nine months ended September 30, 2021, a total of 1,090,908 warrants were issued with convertible notes (See Note 8 above). The warrants have a grant date fair value of $3,067,617 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2021, some of the Company’s warrants had a reset provision triggered that also resulted in an additional 127,801 warrants to be issued. A deemed dividend of $410,750 was recorded to the Statements of Comprehensive Loss.

On June 17, 2021, the Company issued 46,667 warrants in connection with the underwriting agreement.

Stock-based compensation for stock warrants has been recorded in the consolidated statements of operations and totaled $480,863, for the nine months ended September 30, 2021

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

On February 4, 2021 the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance.

A summary of the activity related to RSUs for the nine months ended September 30, 2021 is presented below:

Restricted stock units (RSUs)	Total shares			Grant date fair value
RSAs non-vested at January 1, 2021		-		$	-
RSAs granted		88,086		$	2.71 – 4.32
RSAs vested		-		$	-
RSAs forfeited		(13,927	)	$	3.75 – 4.32
RSAs non-vested September 30, 2021		74,159		$	2.71 – 4.32

Stock-based compensation for RSA’s has been recorded in the consolidated statements of operations and totaled $341,035, for the nine months ended September 30, 2021.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Note 12 – Commitments and Contingencies

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

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

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

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

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

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

As of September 30, 2021, the May 2020 PPP Loan is no longer outstanding, as during the nine months ended September 30, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. As of September 30, 2021 there was $232,432 in principal outstanding on the April 2020 PPP Loan.

Subsequent to September 30, 2021, the Company made a payment of $33,855 towards repayment of this Loan.

Litigation

On or about June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd, Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment. After filing the Complaint but prior to our Answer date, Home Revolution moved by order to show cause to have a receiver appointed by the Court to take over Creatd’s operations.

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

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

Lease Agreements

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

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

On July 28, 2021, the Company signed a 3-year lease for approximately 1,364 square feet of office space at 1674 Meridian Avenue, Miami Beach, Florida 33139. The office space is currently under construction and the Company’s commencement date is expected to be before December 1, 2021. The total amount due under this lease is $181,300.

The components of lease expense were as follows:

	Three Months Ended September 30, 2021
Operating lease cost	$	26,934
Short term lease cost		3,714
Total net lease cost	$	30,648

	Nine Months Ended September 30, 2021
Operating lease cost	$	80,803
Short term lease cost		11,142
Total net lease cost	$	91,945

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

	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments		81,309
Weighted average remaining lease term (in years):		1.7
Weighted average discount rate:		13	%

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

Twelve Months Ending December 31,
2021	$	27,674
2022		114,627
2023		53,094
Total	$	195,394

Rent expense for the nine months ended September 30, 2021 and 2020 was $ 121,266 and $80,803, respectively.

Acquisition

9 Months Ended

Sep. 30, 2021

Asset Acquisition [Abstract]

Acquisition

Note 13 – Acquisition

Plant Camp LLC

On June 1, 2021, the Company, entered into a Membership Interest Purchase Agreement (the “MIPA”) with Angela Hein (“Hein”) and Heidi Brown (“Brown”, and together with Hein, the “Sellers”), pursuant to which the Purchaser acquired 490,863 common units (the “Membership Interests”) of Plant Camp LLC, a Delaware limited liability company (“Plant Camp”) from the Sellers, resulting in the Purchaser owning 33% of the issued and outstanding equity of Plant Camp. The Membership Interests were purchased for $175,000.

On June 4, 2021, the Company, entered into a MIPA with Sellers, pursuant to which the Purchaser acquired 841,005 common units of Plant Camp from the Sellers, resulting in the Purchaser owning a total of 89% of the issued and outstanding equity of Plant Camp. The additional Membership Interests were purchased for $300,000.

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	300,000
Fair value of equity investment purchased on June 1, 2021		175,000
Total purchase price		475,000

Assets acquired:
Cash		5,232
Accounts Receivable		7,645
Inventory		19,970
Total assets acquired		32,847

Liabilities assumed:
Accounts payable and accrued expenses		5,309
Deferred Revenue		671
Loan Payable		100,000
Total liabilities assumed		105,980

Net assets acquired		(73,133	)

Non-controlling interest in consolidated subsidiary		56,865

Excess purchase price	$	604,998

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

Goodwill	$	2,198
Trade Names & Trademarks		105,500
Know-How and Intellectual Property		422,000
Website		51,300
Customer Relationships		24,000

Excess purchase price	$	604,998

WHE Agency, Inc.

On July 20, 2021, the Company entered into a Stock Purchase Agreement to purchase 44% ownership and 55% of voting power of the issued and outstanding shares of WHE Agency, Inc., (“WHE”). The aggregate closing consideration was $1,038,271, which consists of a combination of $144,750 in cash and $893,521 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.98 per share. Based on the purchase price of $1,038,271 for 44% ownership, the fair value of the non-controlling interest was estimated to be $1,190,000.

WHE is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators. The transaction leverages the existing synergies between Creatd and WHE, specifically enabling WHE to utilize the Vocal platform and technology to further expand its creator network, introduce new verticals, and deepen existing brand ties. At the same time, the addition of WHE has enabled Creatd to expand its existing agency offerings, specifically within the scope of influencer marketing. With WHE in its portfolio, Creatd has expanded the pool of talent available to partner with its brand clients. Finally, the integration of WHE and its influencer network into Creatd’s existing business has provided Creatd the benefit of a significantly expanded customer base.

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	144,750
Shares granted to seller		893,521
Total purchase price		1,038,271

Assets acquired:
Cash		26,575
Accounts Receivable		446,272
Total assets acquired		472,847

Liabilities assumed:
Accounts payable and accrued expenses		353,017
Total liabilities assumed		353,017

Net assets acquired		119,830

Non-controlling interest in consolidated subsidiary		1,190,000

Excess purchase price	$	2,108,442

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

Goodwill	$	940,800
Trade Names & Trademarks		152,663
Non-Compete Agreements		71,926
Influencers / Customers		943,053

Excess purchase price	$	2,108,442

Segment Information

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment Information

Note 14 – Segment Information

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

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

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

	As of September 30, 2021
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	4,320	$	388,971	$	-	$	393,291
Prepaid expenses and other current assets		324,927		-		-		236,104		561,031
Intangible assets		-		571,502		1,906,160		11,241		2,488,903
Goodwill		-		2,198		1,976,595		-		1,978,793
Inventory		-		88,061		-		-		88,061
All other assets		-		-		-		2,742,944		2,742,944
Total Assets	$	324,927	$	666,081	$	4,271,726	$	2,990,289	$	8,253,023

Accounts payable and accrued liabilities	$	34,807	$	42,021	$	83,964	$	2,568,175	$	2,728,967
Note payable, net of debt discount and issuance costs		136,201		-		-		935,989		1,072,190
Deferred revenue		-		-		200,500		-		200,500
All other Liabilities		-		-		-		2,124,235		2,124,235
Total Liabilities	$	171,008	$	42,021	$	284,464	$	5,628,399	$	6,125,892

	As of December 31, 2020
	Creatd Labs		Creatd Partners		Corporate		Total

Accounts receivable, net	$	3,800	$	86,555	$	-	$	90,355
Prepaid expenses and other current assets		19,631		-		4,225		23,856
Intangible assets		-		960,611		-		960,611
Goodwill		-		1,035,795		-		1,035,795
All other assets		-		-		8,673,863		8,673,863
Total Assets	$	23,431	$	2,082,961	$	8,678,088	$	10,784,480

Accounts payable and accrued liabilities	$	6,221	$	83,964	$	2,548,503	$	2,638,688
Note payable, net of debt discount and issuance costs		55,928		-		1,165,611		1,221,539
Deferred revenue		-		88,637		-		88,637
All other Liabilities		-		-		1,390,420		1,390,420
Total Liabilities	$	62,149	$	172,601	$	5,104,534	$	5,339,284

	For the three months ended September 30, 2021
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	565,852		$	3,919		$	609,849		$	-		$	1,179,620
Cost of revenue		849,079			174,438			394,696			-			1,418,213

Gross margin		(283,227	)		(170,519	)		215,153			-			(238,593	)

Research and development		250,474			60			72,412			-			322,946
Marketing		1,540,540			-			181,240			90,620			1,812,400
Stock based compensation		337,026			-			332,531			1,179,579			2,151,900
General and administrative		386,844			302,764			293,296			1,672,176			2,385,135
Total operating expenses		2,514,884			32,819			879,479	)		2,942,375			6,672,381

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(2,802,443	)	$	(506,162	)	$	(664,326	)	$	(5,747,190	)	$	(9,720,121	)

	For the three months ended September 30, 2020
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	82,746		$	342,068		$	-		$	424,814
Cost of revenue		501,026			230,283			-			731,309
Gross margin		(418,280	)		111,785			-			(306,495	)

Research and development		126,822			31,706			-			158,528
Marketing		459,472			54,056			27,027			540,555
Stock based compensation		93,360			120,034			4,369,372			4,582,766
General and administrative		252,263			82,891			1,100,366			1,435,520
Total operating expenses		931,917			288,687			5,496,765			6,717,369

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(1,354,529	)	$	(176,902	)	$	(14,647,267	)	$	(16,178,698	)

	For the nine months ended September 30, 2021
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	1,388,411		$	9,616		$	1,496,363		$	-		$	2,894,390
Cost of revenue		2,482,848			497,194			1,180,701			-			4,160,743
Gross margin		(1,094,437	)		(487,578	)		315,662			-			(1,266,353	)

Research and development		549,426			131			158,839			-			708,396
Marketing		6,842,142			-			804,958			402,479			8,049,579
Stock based compensation		886,832			796,676			875,004			3,103,877			5,662,389
General and administrative		900,323			76,381			682,602			3,891,743			5,551,049
Total operating expenses	$	9,178,723		$	873,188		$	2,521,403		$	7,398,099		$	19,971,413

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(10,286,156	)	$	(1,360,766	)	$	(2,205,741	)	$	(11,073,171	)	$	(24,925,834	)

	For the nine months ended September 30, 2020
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	202,669		$	837,827		$	-		$	1,040,496
Cost of revenue		1,239,892			623,256			-			1,863,148
Gross margin		(1,037,223	)		214,571			-			(822,652	)

Research and development		263,842			65,961			-			329,803
Marketing		1,186,701			139,612			69,806			1,396,119
Stock based compensation		133,998			172,283			6,271,277			6,577,558
General and administrative		572,690			188,181			2,498,062			3,258,933
Total operating expenses	$	2,157,231		$	566,037		$	8,839,145		$	11,562,413

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(3,207,450	)	$	(351,466	)	$	(19,747,770	)	$	(23,306,686	)

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

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

Dune Transaction

On October 3, 2021, we, through Creatd Partners, LLC (“Buyer”), entered into a Stock Purchase Agreement (the “Dune Agreement”) with Standard Holdings, Inc. (“SHI”) and Mark De Luca (“De Luca”) (SHI and De Luca, collectively the “Dune Sellers”), and Stephanie Roy Dufault, whereby Buyer purchased a majority stake in Dune, Inc., a Delaware corporation (“Dune”). Pursuant to the Dune Agreement, which closed on October 4, 2021, Buyer acquired a total of 3,905,634 shares of the common stock of Dune (the “Purchased Shares”). The Company issued 163,344 restricted shares of the Company’s common stock to the Dune Sellers.

In addition, pursuant to the Dune Agreement, $50,000 worth of the Company’s common stock issuable to the Dune Sellers on a pro rata basis, priced in accordance with the terms and conditions set forth in the Dune Agreement (the “Indemnification Escrow Amount”), shall be held in escrow and reserved in each Dune Seller’s name by the Company’s transfer agent until such time as release is authorized under the Agreement.

Based on the purchase price of $1,173,405 for 50.41% ownership, the fair value of the non-controlling interest would be approximately $1,154,780.

Warrant Exercises

Subsequent to September 30, 2021, a total of 975,430 warrants were exercised, resulting in the cancellation of 975,430 warrants, the issuance of 975,430 shares of common stock, and gross proceeds of $4,389,435 to the Company.

Note Conversions

Subsequent to September 30, 2021, a total of $1,141,669 in principal of convertible notes converted into shares of common stock at $5.00 per share, resulting in the issuance of 228,334 shares of common stock.

Series E Preferred Conversions

Subsequent to September 30, 2021, 110 shares of Series E Preferred Stock converted into common stock, resulting in the issuance of 26,744 shares of common stock.

Registered Direct Offering

On October 25, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (collectively, the “Purchasers”) resulting in the raise of $3,825,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 850,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $4.50 per Share (the “Offering”). The Offering closed on October 27, 2021, subject to customary closing conditions.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Use of Estimates and Critical Accounting Estimates and Assumptions

Basis of Presentation

Basis of Presentation

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

Use of Estimates and Critical Accounting Estimates and Assumptions

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

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

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

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

Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation

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

As of September 30, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100	%
Abacus Tech Pty Ltd	Australia		100	%
Seller’s Choice, LLC	New Jersey		100	%
Recreatd, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Plant Camp LLC	Delaware		89	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

●

Level 1 – quoted prices in active markets for identical investments

●

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

●

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

The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at September 30, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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

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

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

Fair Value Measurements as of

September 30, 2021

Total

Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)

Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)

Significant Unobservable Inputs
(Level 3)

Assets:

Marketable securities - debt securities

$

-

$

-

$

-

$

-

Total assets

$

-

$

-

$

-

$

-

Liabilities:

Derivative liabilities

$

-

$

-

$

-

$

-

Total Liabilities

-

$

-

$

-

$

-

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of September 30, 2021:

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

Derivative liabilities	$	-	Monte Carlo simulations and Binomial model	Risk free rate Expected volatility; Drift rate

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

Fair Value Measurements as of

September 30, 2021

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	152,096	$	-	$	-	$	152,096
Total assets	$	152,096	$	-	$	-	$	152,096

The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of September 30, 2021:

		Fair Value				Valuation Methodology		Unobservable Inputs
Equity investments, at cost		$	152,096			Qualitative assessment per ASC 321-10-35		Qualitative factors

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

Cash Equivalents

Cash Equivalents

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has never experienced any losses related to these balances. As of September 30, 2021, and December 31, 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of September 30, 2021 was approximately $1.3 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets

We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three and nine months ended September 30, 2021 the Company recorded an impairment charge of $93,791 for intangible assets.

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

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

Investments

Investments

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

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

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

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

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

	For the nine months ended September 30, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		(62,733	)
Conversion of marketable securities		-
September 30, 2021	$	-

We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of September 30, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the nine months ended September 30, 2021 the Company recognized a $62,733 impairment of the debt security.

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

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
	Total			Total
Beginning of period	$	367,096		$	217,096
Purchase of equity investments		-			150,000
Conversion to equity method investments		(215,000	)		(215,000	)
September 30, 2021	$	152,096		$	152,096

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

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

Equity Method Investments

Equity Method Investments

Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were no indicators of impairment related to our equity method investments for the three and nine months ended September 30, 2021.

Commitments and Contingencies

Commitments and Contingencies

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

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

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

Foreign Currency

Foreign Currency

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

Derivative Liability

Derivative Liability

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

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

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

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

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

Revenue Recognition

Revenue Recognition

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

We determine revenue recognition through the following steps:

●

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

●

identification of the performance obligations in the contract;

●

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

●

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

●

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

Revenue disaggregated by revenue source for the three and nine months ended September 30, 2021 and 2020 consists of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Agency (Managed Services, Branded Content, & Talent Management Services)	$	555,766	$	349,148	$	1,472,902	$	856,233
Platform (Creator Subscriptions)		611,714		66,198		1,370,581		157,132
Ecommerce		4,153		-		9,679		-
Affiliate Sales		7,619		8,400		23,425		24,744
Other Revenue		368		1,068		17,803		2,387
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

The Company utilizes the output method to measures the results achieved and value transferred to a customers over time. Timing of revenue recognition for the three and nine months ended September 30, 2021 and 2020 consists of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Products and services transferred over time	$	1,167,480	$	415,346	$	2,843,483	$	1,013,365
Products and services transferred at a point in time		12,140		9,468		50,907		27,131
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

Agency Revenue

Managed Services

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

Branded Content

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

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

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

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

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

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

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

Talent Management Services

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

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

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

	●	The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $10,000 in net revenue per contract.

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

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

●

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

Platform Revenue

Creator Subscriptions

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

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

Affiliate Sales Revenue

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

E-Commerce Revenue

The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”). The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product by its customers.

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2021, and December 31, 2020, the Company had deferred revenue of $200,500 and $88,637, respectively.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2021, the Company recorded $0 as a bad debt expense. As of September 30, 2021, and December 31, 2020, the Company has an allowance for doubtful accounts of $76,340 and $80,509, respectively.

Stock-Based Compensation

Stock-Based Compensation

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

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

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

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

Loss Per Share

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and nine months ended September 30, 2021 and 2020 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at September 30, 2021 and 2020:

	September 30,
	2021		2020
Options		2,327,445		542,687
Warrants		6,558,705		3,059,040
Convertible notes		228,334		-
Totals		9,114,484		3,601,727

Reclassifications

Reclassifications

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

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

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

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

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

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

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

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

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

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

Significant Accounting Policies and Practices (Tables)

9 Months Ended

Sep. 30, 2021

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	%
Recreatd, LLC	Delaware		100	%
Give, LLC	Delaware		100	%
Creatd Partners LLC	Delaware		100	%
Plant Camp LLC	Delaware		89	%
Sci-Fi Shop, LLC	Delaware		100	%
OG Collection LLC	Delaware		100	%
VMENA LLC	Delaware		100	%
Vocal For Brands, LLC	Delaware		100	%
Vocal Ventures LLC	Delaware		100	%
What to Buy, LLC	Delaware		100	%
WHE Agency, Inc.	Delaware		44	%

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

Total

Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)

Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)

Significant Unobservable Inputs
(Level 3)

Assets:

Marketable securities - debt securities

$

-

$

-

$

-

$

-

Total assets

$

-

$

-

$

-

$

-

Liabilities:

Derivative liabilities

$

-

$

-

$

-

$

-

Total Liabilities

-

$

-

$

-

$

-

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity investments, at cost	$	152,096	$	-	$	-	$	152,096
Total assets	$	152,096	$	-	$	-	$	152,096

Schedule of fair value measurement inputs and valuation methodology

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

Derivative liabilities	$	-	Monte Carlo simulations and Binomial model	Risk free rate Expected volatility; Drift rate

		Fair Value				Valuation Methodology		Unobservable Inputs
Equity investments, at cost		$	152,096			Qualitative assessment per ASC 321-10-35		Qualitative factors

Schedule of changes in marketable securities

	For the nine months ended September 30, 2021
	Total
Beginning of period	$	62,733
Purchase of marketable securities		-
Interest due at maturity		-
Other than temporary impairment		(62,733	)
Conversion of marketable securities		-
September 30, 2021	$	-

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
	Total			Total
Beginning of period	$	367,096		$	217,096
Purchase of equity investments		-			150,000
Conversion to equity method investments		(215,000	)		(215,000	)
September 30, 2021	$	152,096		$	152,096

Schedule of revenue disaggregated by revenue

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Agency (Managed Services, Branded Content, & Talent Management Services)	$	555,766	$	349,148	$	1,472,902	$	856,233
Platform (Creator Subscriptions)		611,714		66,198		1,370,581		157,132
Ecommerce		4,153		-		9,679		-
Affiliate Sales		7,619		8,400		23,425		24,744
Other Revenue		368		1,068		17,803		2,387
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

Schedule of revenue recognition

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Products and services transferred over time	$	1,167,480	$	415,346	$	2,843,483	$	1,013,365
Products and services transferred at a point in time		12,140		9,468		50,907		27,131
	$	1,179,620	$	424,814	$	2,894,390	$	1,040,496

Schedule of common stock equivalents

	September 30,
	2021		2020
Options		2,327,445		542,687
Warrants		6,558,705		3,059,040
Convertible notes		228,334		-
Totals		9,114,484		3,601,727

Inventory (Tables)

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

	September 30, 2021
Raw Materials	$	75,585
Packaging		769
Finished goods		11,707
	$	88,061

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of notes payable

	Outstanding Principal as of
	September 30, 2021			December 31, 2020			Interest Rate			Maturity Date
Seller’s Choice Note	$	660,000		$	660,000			30	%	September 2020
The May 2020 PPP Loan Agreement		232,432			412,500			1	%	April 2022
The April 2020 PPP Loan Agreement		-			282,432			1	%	May 2022
The October 2020 Loan Agreement		54,412			55,928			14	%	July 2021
The November 2020 Loan Agreement		-			23,716			14	%	May 2021
The February 2021 Loan Agreement		81,789			-			14	%	July 2021
The July 2021 Loan Agreement		72,204			-			10	%	October 2022
		1,100,837			1,434,576
Less: Debt Discount		(9,688	)		-
Less: Debt Issuance Costs		-			-
		1,091,149			1,434,576
Less: Current Debt		(1,072,190	)		(1,221,539	)
Total Long-Term Debt	$	18,959		$	213,037

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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Schedule of convertible notes payable

Convertible Note Payable (Tables)

9 Months Ended

Sep. 30, 2021

Convertible Note Payable [Abstract]

	Outstanding Principal as of													Warrants granted
	September 30, 2021			December 31, 2020			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The September 2020 convertible Loan Agreement	$	-		$	341,880			12	%		-	(*)	September-21		85,555		5
The First December 2020 convertible Loan Agreement		-			600,000			12	%		-	(*)	December-21		-		-
The October 2020 convertible Loan Agreement		-			169,400			6	%		-	(*)	October-21		-		-
The Second December 2020 convertible Loan Agreement		500			169,400			6	%		-	(*)	December-21		-		-
The May 2021 Loan		1,141,669			-			-	%		5.00	(*)	November-22		1,090,908		4.50
The July 2021 Loan		168,850			-			6	%		-	(*)	July - 22
		1,311,019			1,280,680
Less: Debt Discount		(430,026	)		(309,637	)
Less: Debt Issuance Costs		(86,460	)		(73,527	)
		794,533			897,516
Less: Current Debt		(154,037	)		(897,516	)
Total Long-Term Debt	$	640,496		$	-

Related Party (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of notes payable - related party

	Outstanding Principal as of										Warrants granted
	September 30, 2021			December 31, 2020			Interest Rate			Maturity Date	Quantity		Exercise Price
The September 2020 Goldberg Loan Agreement		188,574			16,705			7	%	September 2022		-		-
The September 2020 Rosen Loan Agreement		955,727			3,295			7	%	September 2022		-		-
		1,144,301			20,000
Less: Debt Discount		(9,589	)		(17,068	)
		1,134,712			2,932
Less: Current Debt		(1,134,712	)		(2,932	)
	$	-		$	-

Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Derivative Liability [Abstract]

Schedule of changes in the derivative liabilities

	Three Months Ended September 30, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as July 1, 2021	$	-	$	-	$	436,294
Addition		-		-		-
Extinguishment						(145,449	)
Conversion to Note payable - related party						(1,124,301	)
Changes in fair value		-		-		833,456
Derivative liabilities as September 30, 2021	$	-	$	-	$	-

	Nine Months Ended September 30, 2021
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2021	$	-	$	-	$	42,231
Addition		-		-		417,241
Extinguishment						(431,458	)
Conversion to Note payable - related party						(1,124,301	)
Changes in fair value		-		-		1,096,287
Derivative liabilities as September 30, 2021	$	-	$	-	$	-

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders’ Equity (Tables) [Line Items]

Schedule of warrant activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2020 – outstanding		541,021			12.75		3.27
Granted		1,850,588			6.32		6.20
Exercised		-			-		-
Forfeited/Cancelled		(64,164	)		13.06		-
Balance – September 30, 2021 – outstanding		2,327,445			7.63		4.29
Balance – September 30, 2021 – exercisable		608,524			12.75		3.75

Schedule of outstanding and exercisable

Option Outstanding						Option Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)
$	7.63		2,327,445		4.92		12.75		608,524		3.75

Schedule of warrants outstanding and exercisable

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	4.92		6,558,705		4.06		4.92		6,558,705		4.06

Schedule of activity related to RSUs

Restricted stock units (RSUs)	Total shares			Grant date fair value
RSAs non-vested at January 1, 2021		-		$	-
RSAs granted		88,086		$	2.71 – 4.32
RSAs vested		-		$	-
RSAs forfeited		(13,927	)	$	3.75 – 4.32
RSAs non-vested September 30, 2021		74,159		$	2.71 – 4.32

Options [Member]

Stockholders’ Equity (Tables) [Line Items]

Schedule of assumptions warrant granted

	September 30, 2021
Exercise price	$	2.55 – 14.10
Expected dividends		0	%
Expected volatility		194.39% – 242.98	%
Risk free interest rate		0.46 – 0.98	%
Expected life of option		5 - 7 years

Warrant [Member]

Stockholders’ Equity (Tables) [Line Items]

Schedule of assumptions warrant granted

	September 30, 2021
Exercise price	$	4.50 – 4.95
Expected dividends		0	%
Expected volatility		237.14% - 237.68	%
Risk free interest rate		0.82% - 0.86	%
Expected life of warrant		5 years

Schedule of warrant activity

	Warrant			Weighted Average Exercise Price
Balance – December 31, 2020 – outstanding		6,130,948			4.96
Granted		1,881,267			5.63
Exercised		(1,438,788	)		4.59
Forfeited/Cancelled		(14,722	)		24.00
Balance – September 30, 2021 – outstanding		6,558,705			4.92
Balance – September 30, 2021 – exercisable		6,558,705		$	4.92

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease expense

	Three Months Ended September 30, 2021
Operating lease cost	$	26,934
Short term lease cost		3,714
Total net lease cost	$	30,648

	Nine Months Ended September 30, 2021
Operating lease cost	$	80,803
Short term lease cost		11,142
Total net lease cost	$	91,945

Schedule of supplemental cash flow and other information related to leases

	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments		81,309
Weighted average remaining lease term (in years):		1.7
Weighted average discount rate:		13	%

Schedule of future minimum payments required under the lease

Twelve Months Ending December 31,
2021	$	27,674
2022		114,627
2023		53,094
Total	$	195,394

Acquisition (Tables)

9 Months Ended

Sep. 30, 2021

Plant Camp LLC [Member]

Acquisition (Tables) [Line Items]

Schedule of components of the purchase price

Purchase price:
Cash paid to seller	$	300,000
Fair value of equity investment purchased on June 1, 2021		175,000
Total purchase price		475,000

Assets acquired:
Cash		5,232
Accounts Receivable		7,645
Inventory		19,970
Total assets acquired		32,847

Liabilities assumed:
Accounts payable and accrued expenses		5,309
Deferred Revenue		671
Loan Payable		100,000
Total liabilities assumed		105,980

Net assets acquired		(73,133	)

Non-controlling interest in consolidated subsidiary		56,865

Excess purchase price	$	604,998

Goodwill	$	2,198
Trade Names & Trademarks		105,500
Know-How and Intellectual Property		422,000
Website		51,300
Customer Relationships		24,000

Excess purchase price	$	604,998

WHE Agency, Inc. [Member]

Acquisition (Tables) [Line Items]

Schedule of components of the purchase price

Purchase price:
Cash paid to seller	$	144,750
Shares granted to seller		893,521
Total purchase price		1,038,271

Assets acquired:
Cash		26,575
Accounts Receivable		446,272
Total assets acquired		472,847

Liabilities assumed:
Accounts payable and accrued expenses		353,017
Total liabilities assumed		353,017

Net assets acquired		119,830

Non-controlling interest in consolidated subsidiary		1,190,000

Excess purchase price	$	2,108,442

Goodwill	$	940,800
Trade Names & Trademarks		152,663
Non-Compete Agreements		71,926
Influencers / Customers		943,053

Excess purchase price	$	2,108,442

Segment Information (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of reportable segments and corporate

	As of September 30, 2021
	Creatd Labs		Creatd Ventures		Creatd Partners		Corporate		Total

Accounts receivable, net	$	-	$	4,320	$	388,971	$	-	$	393,291
Prepaid expenses and other current assets		324,927		-		-		236,104		561,031
Intangible assets		-		571,502		1,906,160		11,241		2,488,903
Goodwill		-		2,198		1,976,595		-		1,978,793
Inventory		-		88,061		-		-		88,061
All other assets		-		-		-		2,742,944		2,742,944
Total Assets	$	324,927	$	666,081	$	4,271,726	$	2,990,289	$	8,253,023

Accounts payable and accrued liabilities	$	34,807	$	42,021	$	83,964	$	2,568,175	$	2,728,967
Note payable, net of debt discount and issuance costs		136,201		-		-		935,989		1,072,190
Deferred revenue		-		-		200,500		-		200,500
All other Liabilities		-		-		-		2,124,235		2,124,235
Total Liabilities	$	171,008	$	42,021	$	284,464	$	5,628,399	$	6,125,892

	As of December 31, 2020
	Creatd Labs		Creatd Partners		Corporate		Total

Accounts receivable, net	$	3,800	$	86,555	$	-	$	90,355
Prepaid expenses and other current assets		19,631		-		4,225		23,856
Intangible assets		-		960,611		-		960,611
Goodwill		-		1,035,795		-		1,035,795
All other assets		-		-		8,673,863		8,673,863
Total Assets	$	23,431	$	2,082,961	$	8,678,088	$	10,784,480

Accounts payable and accrued liabilities	$	6,221	$	83,964	$	2,548,503	$	2,638,688
Note payable, net of debt discount and issuance costs		55,928		-		1,165,611		1,221,539
Deferred revenue		-		88,637		-		88,637
All other Liabilities		-		-		1,390,420		1,390,420
Total Liabilities	$	62,149	$	172,601	$	5,104,534	$	5,339,284

Schedule of financial information related to our reportable segments and corporate

	For the three months ended September 30, 2021
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	565,852		$	3,919		$	609,849		$	-		$	1,179,620
Cost of revenue		849,079			174,438			394,696			-			1,418,213

Gross margin		(283,227	)		(170,519	)		215,153			-			(238,593	)

Research and development		250,474			60			72,412			-			322,946
Marketing		1,540,540			-			181,240			90,620			1,812,400
Stock based compensation		337,026			-			332,531			1,179,579			2,151,900
General and administrative		386,844			302,764			293,296			1,672,176			2,385,135
Total operating expenses		2,514,884			32,819			879,479	)		2,942,375			6,672,381

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(2,802,443	)	$	(506,162	)	$	(664,326	)	$	(5,747,190	)	$	(9,720,121	)

	For the three months ended September 30, 2020
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	82,746		$	342,068		$	-		$	424,814
Cost of revenue		501,026			230,283			-			731,309
Gross margin		(418,280	)		111,785			-			(306,495	)

Research and development		126,822			31,706			-			158,528
Marketing		459,472			54,056			27,027			540,555
Stock based compensation		93,360			120,034			4,369,372			4,582,766
General and administrative		252,263			82,891			1,100,366			1,435,520
Total operating expenses		931,917			288,687			5,496,765			6,717,369

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(1,354,529	)	$	(176,902	)	$	(14,647,267	)	$	(16,178,698	)

	For the nine months ended September 30, 2021
	Creatd Labs			Creatd Ventures			Creatd Partners			Corporate			Total

Net revenue	$	1,388,411		$	9,616		$	1,496,363		$	-		$	2,894,390
Cost of revenue		2,482,848			497,194			1,180,701			-			4,160,743
Gross margin		(1,094,437	)		(487,578	)		315,662			-			(1,266,353	)

Research and development		549,426			131			158,839			-			708,396
Marketing		6,842,142			-			804,958			402,479			8,049,579
Stock based compensation		886,832			796,676			875,004			3,103,877			5,662,389
General and administrative		900,323			76,381			682,602			3,891,743			5,551,049
Total operating expenses	$	9,178,723		$	873,188		$	2,521,403		$	7,398,099		$	19,971,413

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(10,286,156	)	$	(1,360,766	)	$	(2,205,741	)	$	(11,073,171	)	$	(24,925,834	)

	For the nine months ended September 30, 2020
	Creatd Labs			Creatd Partners			Corporate			Total

Net revenue	$	202,669		$	837,827		$	-		$	1,040,496
Cost of revenue		1,239,892			623,256			-			1,863,148
Gross margin		(1,037,223	)		214,571			-			(822,652	)

Research and development		263,842			65,961			-			329,803
Marketing		1,186,701			139,612			69,806			1,396,119
Stock based compensation		133,998			172,283			6,271,277			6,577,558
General and administrative		572,690			188,181			2,498,062			3,258,933
Total operating expenses	$	2,157,231		$	566,037		$	8,839,145		$	11,562,413

Loss before income tax provision and equity in net loss from unconsolidated investments	$	(3,207,450	)	$	(351,466	)	$	(19,747,770	)	$	(23,306,686	)

Organization and Operations (Details) - shares			9 Months Ended
Organization and Operations (Details) - shares	Aug. 16, 2021	Feb. 05, 2016	Sep. 30, 2021	Jul. 20, 2021	Jun. 04, 2021	Sep. 11, 2019
Kent Campbell [Member]
Organization and Operations (Details) [Line Items]
Cancelled of common stock (in Shares)			39,091
Seller’s Choice [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage						100.00%
Plant Camp [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage					89.00%
WHE Agency [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage				44.00%
Ownership voting interest				55.00%
Dune, Inc [Member]
Organization and Operations (Details) [Line Items]
Acquired percentage	16.00%
Total membership interests percentage	21.00%
Great Plains Holdings Inc [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash (in Shares)		475,000
Series A Convertible Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash (in Shares)		33,415
Series B Convertible Preferred Stock [Member]
Organization and Operations (Details) [Line Items]
Issuance of common shares for cash (in Shares)		8,064

Significant Accounting Policies and Practices (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Significant Accounting Policies and Practices (Details) [Line Items]
Cash excess amounts		$ 250,000	$ 250,000
Uninsured cash balance	$ 1,300,000	1,300,000
Impairment charges for intangible assets	$ 93,791	$ 93,791
Description of investments		Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less.
Impairment of debt security		$ 62,733
Billing description		A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners;
Contracts occurs		50.00%
Completion of services		50.00%
Management fee percentage		20.00%
Revenue percentage	80.00%	80.00%
Fixed fees percentage		20.00%
Contract occur percentage		100.00%
Deferred revenue	$ 200,500	$ 200,500	88,637
Bad debt expense		0
Allowance for doubtful accounts		76,340	$ 80,509
Minimum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Contract amounts for partner and monthly services clients		500
Fixed fees		10,000
Net revenue		$ 100
Affiliate sales percentage		2.00%
Maximum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Contract amounts for partner and monthly services clients		$ 7,500
Fixed fees		110,000
Net revenue		$ 10,000
Affiliate sales percentage		20.00%
Revenue [Member] \| Minimum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Fixed fees		$ 500
Revenue [Member] \| Maximum [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Fixed fees		$ 50,000
Subscription Arrangement [Member]
Significant Accounting Policies and Practices (Details) [Line Items]
Payment related percentage, description		Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.

Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities	9 Months Ended
	Sep. 30, 2021
Jerrick Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Abacus Tech Pty Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Australia
Company Ownership Interest	100.00%
Seller’s Choice, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	New Jersey
Company Ownership Interest	100.00%
Recreatd, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Give, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Creatd Partners LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Plant Camp LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	89.00%
Sci-Fi Shop, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
OG Collection LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
VMENA LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Vocal For Brands, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
Vocal Ventures LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
What to Buy, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	100.00%
WHE Agency, Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
State or other jurisdiction of incorporation or organization	Delaware
Company Ownership Interest	44.00%

Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis	Sep. 30, 2021 USD ($)
Fair value on recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Fair value on recurring basis [Member] \| Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Fair value on recurring basis [Member] \| Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Fair value on recurring basis [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Marketable securities - debt securities
Total assets
Derivative liabilities
Total Liabilities
Fair value on non-recurring basis [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Total assets	152,096
Equity investments, at cost	152,096
Fair value on non-recurring basis [Member] \| Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Total assets
Equity investments, at cost
Fair value on non-recurring basis [Member] \| Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Total assets
Equity investments, at cost
Fair value on non-recurring basis [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items]
Total assets	152,096
Equity investments, at cost	$ 152,096

Significant Accounting Policies and Practices (Details) - Schedule of fair value measurement inputs and valuation methodology	9 Months Ended
	Sep. 30, 2021 USD ($)
Marketable securities - debt securities [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value
Valuation Methodology	Discounted cash flow analysis
Unobservable Inputs	Expected cash flows from the investment
Derivative liabilities [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value
Valuation Methodology	Monte Carlo simulations and Binomial model
Unobservable Inputs	Risk free rate Expected volatility; Drift rate
Equity investments, at cost [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 152,096
Valuation Methodology	Qualitative assessment per ASC 321-10-35
Unobservable Inputs	Qualitative factors

Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]
Beginning of period	$ 367,096	$ 217,096
Purchase of equity investments		150,000
Conversion to equity method investments	(215,000)	(215,000)
Ending of period	152,096	152,096
Marketable securities - debt securities [Member]
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items]
Beginning of period		62,733
Purchase of marketable securities
Interest due at maturity
Other than temporary impairment		(62,733)
Conversion of marketable securities
Ending of period

Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	$ 1,179,620	$ 424,814	$ 2,894,390	$ 1,040,496
Agency (Managed Services + Branded Content) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	555,766	349,148	1,472,902	856,233
Platform (Creator Subscriptions) [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	611,714	66,198	1,370,581	157,132
Ecommerce [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	4,153		9,679
Affiliate Sales [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	7,619	8,400	23,425	24,744
Other revenue [Member]
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items]
Net revenue	$ 368	$ 1,068	$ 17,803	$ 2,387

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

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Significant Accounting Policies and Practices (Details) - Schedule of revenue recognition - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Schedule of revenue recognition [Abstract]
Products and services transferred over time	$ 1,167,480	$ 415,346	$ 2,843,483	$ 1,013,365
Products and services transferred at a point in time	12,140	9,468	50,907	27,131
Revenue recognition	$ 1,179,620	$ 424,814	$ 2,894,390	$ 1,040,496

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

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Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	9,114,484	3,601,727
Warrants [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	6,558,705	3,059,040
Options [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	2,327,445	542,687
Convertible notes [Member]
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items]
Common stock equivalents, total	228,334

Going Concern (Details) $ in Millions	9 Months Ended
Going Concern (Details) $ in Millions	Sep. 30, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 97.3
Net loss	25.0
Net cash used in operating activities	$ 15.6

Inventory (Details) - Schedule of inventory	Sep. 30, 2021 USD ($)
Schedule of inventory [Abstract]
Raw Materials	$ 75,585
Packaging	769
Finished goods	11,707
Total	$ 88,061

Equity Investments, at Cost (Details) - USD ($)	May 21, 2021	Feb. 17, 2021	Oct. 23, 2020	Oct. 02, 2020
Investment Holdings [Abstract]
Marketable debt security				$ 102,096
Converted into shares of preferred stock				119,355
Equity investment ownership percentage	10.00%	3.30%	3.80%	1.30%
Purchase of ownership amount	$ 50,000	$ 100,000	$ 115,000

Equity Method Investments (Details)	9 Months Ended
Equity Method Investments (Details)	Sep. 30, 2021 USD ($)
Equity Method Investment [Abstract]
Cash	$ 410,000
Ownership percentage	21.00%
Loss of investment	$ 16,413
Equity method investment total	$ 732,297

Notes Payable (Details)					6 Months Ended	9 Months Ended
Notes Payable (Details)	Apr. 09, 2021 USD ($)	Feb. 24, 2021	Oct. 06, 2020	Sep. 11, 2019 USD ($)	Mar. 11, 2020	Sep. 30, 2021 USD ($)	Sep. 30, 2021 AUD ($)	Sep. 30, 2021 AUD ($)	Jul. 31, 2021 USD ($)	Nov. 24, 2020 USD ($)	May 04, 2020 USD ($)	Apr. 30, 2020 USD ($)
Notes Payable (Details) [Line Items]
Interest rate					9.50%
Accrued interest						$ 2,387
Principal repaid, description						During the nine months ended September 30, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.	During the nine months ended September 30, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.
Loan agreement, description			the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the “October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of $74,300 AUD or $54,412 United States Dollars (the “October 2020 Note”). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest rate of 14%. The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit.During the nine months ended September 30, 2021, the Company accrued $7,780 AUD in interest. The November 2020 Loan Agreement On November 24, 2020, the Company entered into a loan agreement (the “November 2020 Loan Agreement”) with a lender (the “November 2020 Lender”) whereby the November 2020 Lender issued the Company a promissory note of $34,000 (the “November 2020 Note”). Pursuant to the November 2020 Loan Agreement, the November 2020 Note has an effective interest rate of 14%. The maturity date of the November 2020 Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the November 2020 Note are due. During the nine months ended September 30, 2021, the Company repaid $23,716 in principal and $4,736 of accrued interest. The February 2021 Loan Agreement On February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $111,683 AUD or $81,789 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit
Seller’s Choice Note [Member]
Notes Payable (Details) [Line Items]
Principal amount				$ 660,000
Increase in interest rate				5.00%
Accrued interest						$ 148,093
Interest rate						30.00%		30.00%
The April 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Principal amount												$ 282,432
Interest rate												1.00%
Accrued interest						$ 1,395
Principal repaid						50,000
The May 2020 PPP Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest						1,017
Principal amount											$ 412,500
Interest rate											1.00%
The October 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest								$ 7,780
The November 2020 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest						4,736
Interest rate										14.00%
Principal repaid						23,716
Promissory note										$ 34,000
The February 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Accrued interest							$ 9,339
Loan agreement, description		the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $111,683 AUD or $81,789 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit.During the nine months ended September 30, 2021, the Company accrued $9,339 AUD in interest.
The April 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Interest rate	11.00%
Principal repaid						92,140
Promissory note issued	$ 128,110
April 2021 loan agreement, description	The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due.
Converted amount						35,970
Extinguishment expense						8,341
The July 2021 Loan Agreement [Member]
Notes Payable (Details) [Line Items]
Interest rate									10.00%
Principal repaid						$ 65,421
Promissory note									$ 137,625

Notes Payable (Details) - Schedule of notes payable - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 1,100,837	$ 1,434,576
Outstanding Principal, Less: Debt Discount	(9,688)
Outstanding Principal, Less: Debt Issuance Costs
Outstanding Principal, Less: Debt Total	1,091,149	1,434,576
Outstanding Principal, Less: Current Debt	(1,072,190)	(1,221,539)
Outstanding Principal, Total Long-Term Debt	18,959	213,037
The May 2020 PPP Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 232,432	412,500
Interest Rate	1.00%
Maturity Date, description	April 2022
The April 2020 PPP Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total		282,432
Interest Rate	1.00%
Maturity Date, description	May 2022
The October 2020 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 54,412	55,928
Interest Rate	14.00%
Maturity Date, description	July 2021
The November 2020 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total		23,716
Interest Rate	14.00%
Maturity Date, description	May 2021
The February 2021 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 81,789
Interest Rate	14.00%
Maturity Date, description	July 2021
The July 2021 Loan Agreement [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 72,204
Interest Rate	10.00%
Maturity Date, description	October 2022
Seller’s Choice Note [Member]
Debt Instrument [Line Items]
Outstanding Principal, Total	$ 660,000	$ 660,000
Interest Rate	30.00%
Maturity Date, description	September 2020

Convertible Note Payable (Details) - USD ($)						1 Months Ended		9 Months Ended
Convertible Note Payable (Details) - USD ($)	Jul. 06, 2021	May 14, 2021	Dec. 09, 2020	Oct. 02, 2020	Jul. 02, 2020	Dec. 30, 2020	Sep. 23, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 02, 2020	Aug. 31, 2020	Aug. 17, 2020
Convertible Note Payable (Details) [Line Items]
Repaid								$ 3,525,000
Converted shares (in Shares)								705,000
Debt discount								$ (9,589)	$ (17,068)
Warrants issued								1,601,452		$ 1,079,213
Accrued interest								2,387
The First July 2020 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Principal amount of convertible notes (in Shares)					68,000
Note accrues interest rate					10.00%
Maturity date, description					Upon default or 180 days after issuance the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion
Derivative liability					$ 112,743
Debt discount					68,000
Derivative liability					$ 44,743
Principal amount of convertible notes								68,000
Repaid of interest								3,400
Common stock issued								35,469
The October 2020 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate				6.00%
Maturity date, description				Upon default or 180 days after issuance the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.
Debt discount				$ 19,400
Promissory note				$ 169,400
Derivative liability								$ 74,860
Converted shares principal (in Shares)								169,400
Interest on conversion shares								$ 4,620
Common stock shares (in Shares)								55,631
The August 2020 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate												12.00%
Debt discount												$ 65,000
Derivative liability												55,759
Repaid of interest								$ 3,400
Common stock issued								29,859
Promissory note													$ 68,000
Debt issuance costs													$ 3,000
Derivative liability												$ 120,759
Converted principal amount								68,000
The September 2020 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate							12.00%
Maturity date, description							Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.
Debt discount							$ 146,393
Promissory note							385,000
Debt issuance costs							$ 68,255
Warrants purchase of common stock (in Shares)							85,555
Repaid								341,880
Debt interest payable								46,200
The First December 2020 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate			12.00%
Maturity date, description			Upon default the First December 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.
Debt discount			$ 113,481
Common stock issued			45,000
Debt issuance costs			$ 110,300
Repaid								600,000
Debt interest payable								4,340
Common stock shares (in Shares)			600,000
Issuance of warrants (in Shares)			45,000
The Second December 2020 convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate						6.00%
Maturity date, description						Upon default the Second December 2020 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.
Debt discount						$ 18,900
Promissory note						$ 169,400
Derivative liability											$ 108,880
Repaid								168,900
Debt interest payable								$ 4,605
Converted shares (in Shares)								74,706
The May 2021 Convertible Note [Member]
Convertible Note Payable (Details) [Line Items]
Maturity date, description		The May 2021 Convertible Note matures on November 14, 2022.
Debt issuance costs		$ 539,509
Gross proceeds		$ 3,690,491
Price per share (in Dollars per share)		$ 1
Conversion Price Per Share (in Dollars per share)		$ 5
Warrants issued (in Shares)		1,090,908
Debt discount		$ 1,601,452
Warrants issued		1,090,908
Debt discount related to original issue		$ 666,669
The July 2021 Convertible Loan Agreement [Member]
Convertible Note Payable (Details) [Line Items]
Note accrues interest rate	6.00%
Maturity date, description	Upon default or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.
Debt discount	$ 15,850
Promissory note	168,850
Debt issuance costs	$ 3,000

Convertible Note Payable (Details) - Schedule of convertible notes payable - USD ($)

9 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Less: Debt Issuance Costs

$ 1,311,019

$ 1,280,680

Less: Debt Discount

(430,026)

(309,637)

(86,460)

(73,527)

Total

794,533

897,516

Less: Current Debt

(154,037)

(897,516)

Total Long-Term Debt

640,496

The September 2020 convertible Loan Agreement [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

341,880

12.00%

^[1]

September-21

Warrants granted, Exercise Price (in Dollars per share)

85,555

$ 5

The First December 2020 convertible Loan Agreement [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

600,000

12.00%

^[1]

December-21

Warrants granted, Exercise Price (in Dollars per share)

The October 2020 convertible Loan Agreement [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

169,400

6.00%

^[1]

October-21

Warrants granted, Exercise Price (in Dollars per share)

The Second December 2020 convertible Loan Agreement [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

$ 500

169,400

6.00%

^[1]

December-21

Warrants granted, Exercise Price (in Dollars per share)

May 2021 Loan [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

$ 1,141,669

^[1]

$ 5

November-22

Warrants granted, Exercise Price (in Dollars per share)

1,090,908

$ 4.5

The July 2021 Loan [Member]

Convertible Note Payable (Details) - Schedule of convertible notes payable [Line Items]

$ 168,850

6.00%

^[1]