Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | WIZARD BRANDS, INC. | |
Entity Central Index Key | 0001162896 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Form 10-Q for the quarter ended September 30, 2020, filed on November 16, 2020, contains changes to the numbers for line items "Notes payable, net", "Convertible debenture, net", and "Total Liabilities" on page F-2, together with applicable changes to associated XBRL files. All other content of the original 10-Q filing remains unchanged. | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,506,752 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 2,090,752 | $ 2,777,654 |
Accounts receivable, net | 5,602 | 113 |
Inventory | 220,641 | |
Prepaid convention expenses | 342,283 | |
Prepaid expenses | 101,224 | 97,872 |
Total Current Assets | 2,418,219 | 3,217,922 |
Property and equipment, net | 65,673 | 58,104 |
Intangibles, net | 146,393 | |
Operating lease right of use asset, net | 274,935 | 170,696 |
Security deposits | 18,437 | 9,408 |
Total Assets | 2,923,657 | 3,456,130 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,158,293 | 3,317,972 |
Unearned revenue | 745,205 | 1,568,242 |
Notes payable | ||
Operating lease liability | 97,722 | 93,324 |
Convertible promissory note - related party, net | 2,500,000 | 2,500,000 |
Due to CONtv joint venture | 224,241 | 224,241 |
Total Current Liabilities | 6,725,461 | 7,703,779 |
Operating lease liability, net | 180,049 | 79,816 |
Notes payable, net | 1,937,849 | |
Convertible debenture, net | 347,500 | 1,929,264 |
Total Liabilities | 9,190,859 | 9,712,859 |
Stockholders' Deficit | ||
Preferred stock, value | 29 | |
Common stock par value $0.0001: 100,000,000 shares authorized; 3,506,752 and 3,506,752 shares issued and outstanding, respectively | 351 | 351 |
Additional paid-in capital | 23,161,556 | 21,854,134 |
Accumulated deficit | (29,416,628) | (28,098,745) |
Non-controlling interest | (12,498) | (12,498) |
Total Stockholders' Deficit | (6,267,202) | (6,256,729) |
Total Liabilities and Stockholders' Deficit | 2,923,657 | 3,456,130 |
Series A Cumulative and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 17 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,500,000 | 4,500,000 |
Preferred stock, shares issued | 288,448 | |
Preferred stock, shares outstanding | 288,448 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,506,752 | 3,506,752 |
Common stock, shares outstanding | 3,506,752 | 3,506,752 |
Series A Cumulative and Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares outstanding | 173,974 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 601,042 | $ 2,830,254 | $ 4,019,877 | $ 8,922,869 |
Cost of revenues | 274,518 | 2,727,310 | 2,779,838 | 7,849,948 |
Gross margin | 326,524 | 102,944 | 1,240,039 | 1,072,921 |
Operating expenses | ||||
Share-based compensation | 269,925 | 55,407 | 310,522 | 243,100 |
Salaries and benefits | 258,702 | 269,655 | 725,038 | 867,886 |
Consulting fees | 145,190 | 134,094 | 371,350 | 351,939 |
General and administrative | 254,196 | 235,287 | 706,135 | 629,183 |
Total operating expenses | 926,055 | 694,443 | 2,111,087 | 2,092,107 |
Loss from operations | (599,531) | (591,499) | (871,048) | (1,019,186) |
Other income (expenses) | ||||
Interest expense | (144,295) | (74,874) | (456,835) | (229,576) |
Other income | 10,000 | |||
Total other expenses | (144,295) | (74,874) | (446,835) | (229,576) |
Loss before income tax provision | (743,826) | (666,373) | (1,317,883) | (582,389) |
Income tax provision | ||||
Net loss | (743,826) | (666,373) | (1,317,883) | (1,248,762) |
Series A Preferred dividends | 33,174 | 33,174 | ||
Net loss attributable to common stockholders | $ (710,652) | $ (666,373) | $ (1,284,709) | $ (1,248,762) |
Loss per share - basic | $ (0.20) | $ (0.19) | $ (0.37) | $ (0.36) |
Loss per share - diluted | $ (0.20) | $ (0.19) | $ (0.37) | $ (0.36) |
Weighted average common shares outstanding - basic | 3,506,752 | 3,506,752 | 3,506,752 | 3,506,752 |
Weighted average common shares outstanding - diluted | 3,506,752 | 3,506,752 | 3,506,752 | 3,506,752 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 29 | $ 351 | $ 21,034,211 | $ (25,936,890) | $ (12,498) | $ (4,914,797) | |
Balance, shares at Dec. 31, 2018 | 288,448 | 3,506,752 | |||||
Share-based compensation | 243,100 | 243,100 | |||||
Net income (loss) | (1,248,762) | (1,248,762) | |||||
Balance at Sep. 30, 2019 | $ 29 | $ 351 | 21,277,311 | (27,185,652) | (12,498) | (5,920,459) | |
Balance, shares at Sep. 30, 2019 | 288,448 | 3,506,752 | |||||
Balance at Jun. 30, 2019 | $ 29 | $ 351 | 21,214,692 | (26,159,987) | (12,498) | (5,309,493) | |
Balance, shares at Jun. 30, 2019 | 288,448 | 3,506,752 | |||||
Share-based compensation | 55,407 | 55,407 | |||||
Net income (loss) | (666,373) | (666,373) | |||||
Balance at Sep. 30, 2019 | $ 29 | $ 351 | 21,277,311 | (27,185,652) | (12,498) | (5,920,459) | |
Balance, shares at Sep. 30, 2019 | 288,448 | 3,506,752 | |||||
Balance at Dec. 31, 2019 | $ 29 | $ 351 | 21,854,134 | (28,098,745) | (12,498) | (6,256,729) | |
Balance, shares at Dec. 31, 2019 | 288,448 | 3,506,752 | |||||
Share-based compensation | 310,423 | 310,423 | |||||
Cancellation of Preferred shares | (29) | (709,553) | (709,582) | ||||
Cancellation of Preferred shares, shares | (288,448) | ||||||
Issuance of preferred stock for settlement of accrued liabilities | $ 17 | 1,739,726 | 1,739,743 | ||||
Issuance of preferred stock for settlement of accrued liabilities, shares | 173,974 | ||||||
Deemed dividend | (33,174) | (33,174) | |||||
Net income (loss) | (1,317,883) | (1,317,883) | |||||
Balance at Sep. 30, 2020 | $ 17 | $ 351 | 23,161,556 | (29,416,628) | (12,498) | (6,267,202) | |
Balance, shares at Sep. 30, 2020 | 173,974 | 3,506,752 | |||||
Balance at Jun. 30, 2020 | $ 29 | $ 351 | 21,894,731 | (28,672,802) | (12,498) | (6,790,189) | |
Balance, shares at Jun. 30, 2020 | 288,448 | 3,506,752 | |||||
Share-based compensation | 269,826 | 269,826 | |||||
Cancellation of Preferred shares | (29) | (709,553) | (709,582) | ||||
Cancellation of Preferred shares, shares | (288,448) | ||||||
Issuance of preferred stock for settlement of accrued liabilities | $ 17 | 1,739,726 | 1,739,743 | ||||
Issuance of preferred stock for settlement of accrued liabilities, shares | 173,974 | ||||||
Deemed dividend | (33,174) | (33,174) | |||||
Net income (loss) | (743,826) | (743,826) | |||||
Balance at Sep. 30, 2020 | $ 17 | $ 351 | $ 23,161,556 | $ (29,416,628) | $ (12,498) | $ (6,267,202) | |
Balance, shares at Sep. 30, 2020 | 173,974 | 3,506,752 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (1,317,883) | $ (1,248,762) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 17,022 | 36,390 |
Accretion of debt discount | 8,585 | 4,999 |
Right-of-use asset amortization | 392 | 2,444 |
Share-based compensation | 310,423 | 243,100 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,489) | 123,345 |
Inventory | (220,641) | |
Prepaid convention expenses | 342,283 | 744,756 |
Prepaid expenses | (3,352) | 30,305 |
Security deposits | (9,029) | |
Accounts payable and accrued expenses | 830,039 | 92,467 |
Unearned revenue | (823,037) | (723,119) |
Net Cash Used In Operating Activities | (870,687) | (694,075) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (24,591) | (6,951) |
Purchase of intangible assets | (139,124) | |
Net Cash Used In Investing Activities | (163,715) | (6,951) |
Cash Flows from Financing Activities: | ||
Proceeds from notes payable | 347,500 | |
Net Cash Provided by Financing Activities | 347,500 | |
Net change in cash and cash equivalents | (686,902) | (701,026) |
Cash and cash equivalents at beginning of reporting period | 2,777,654 | 1,014,671 |
Cash and cash equivalents at end of reporting period | 2,090,752 | 313,645 |
Supplemental disclosures of cash flow information: | ||
Interest paid | ||
Income tax paid | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Right-of-use assets obtained in exchange for lease obligations | 173,938 | 252,980 |
Deemed dividend | $ 33,074 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Wizard Brands, Inc. Wizard Brands, Inc., formerly GoEnergy, Inc., Wizard World, Inc., and Wizard Entertainment, Inc. (“Wizard Brands” or the “Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware. The Company, through its operating subsidiary, is a producer of pop culture and live multimedia conventions across North America. Effective October 5, 2018, the Company changed its name to Wizard Entertainment, Inc. On July 29, 2020, the Company changed its name to Wizard Brands, Inc. Recent Developments On April 28, 2020 the Company, through one of its wholly-owned operating subsidiaries, acquired the assets of the creator of the Jevo machine, which is a patent protected first-mover application for the creation of gelatin shots. With Jevo, the Company will diversify its revenue generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, both nationally and internationally to: bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that serve beverages (both alcoholic and non-alcoholic) to the public. In addition to food and beverage applications the Company has identified other market segments where the Jevo units can be marketed including but not limited to the healthcare industry. The acquisition of Jevo is the Company’s initial entry into M&A activity intended to broaden the Company’s revenue base. Following the closing of the merger transaction, Jevo’s financial statements as of the closing were consolidated with the financial statements of the Company. As of the date of this report, the purchase price allocation has yet to be valued. |
Going Concern Analysis
Going Concern Analysis | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Analysis | Note 2 – Going Concern Analysis Going Concern Analysis The Company had a loss from operations of $871,048 and $1,019,186 for the nine months ended September 30, 2020 and 2019, respectively. On September 30, 2020, we had cash and cash equivalents of approximately $2.1 million and a working capital deficit of approximately $4.3 million. We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which had previously raised doubts about the Company’s ability to continue as a going concern through November 2021. However, the Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses commenced in 2017, together with the initiation of virtual activities and e-commerce, will guide the Company in a positive direction as we continue to strive to attain profitability. During 2019 and 2020, the Company has utilized internal controls, operating procedures and techniques to control costs. These operating changes have included staff cuts and the realignment of various operating functions within the Company. However, because of the current situation with the Covid-19 virus, the Company was unable to produce any live events after the First Quarter of 2020. At present it is unclear how many live events will actually be produced by the Company in 2021. It is presently unknowable how long the current situation with Covid-19 will continue and what impact the Covid-19 situation will ultimately have upon the Company in Fourth Quarter of 2020 and beyond. At this point, the Company has postponed all of the live shows that it has scheduled for 2020. In the face of the impact of Covid-19 on live events generally, the Company has focused on producing virtual events. The first such virtual event was an interactive fan experience which took place on March 31, 2020 and since that time the Company has produced approximately 150 virtual events during the current quarter. In addition, the Company has moved into e-commerce with online sales of collectables and the creation of the “Wizard World Vault” as a site for consumers to purchase pop-culture memorabilia and collectables. As disclosed in “Securities Purchase Agreement II”, On December 19, 2019, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Barlock 2019 Fund, LP (the “Purchaser”), for the sale of the Company’s securities, comprised of (i) a $2,500,000 convertible debenture, convertible at a price of $2.50 per share, and (ii) warrants to acquire 300,000 shares of the Company’s common stock at an exercise price of $2.50 per share. As a condition to Purchaser entering into the Purchase Agreement, the Company entered into a security agreement in favor of the Purchaser, granting a security interest in substantially all of the property of the Company, whether presently owned or existing or hereafter acquired or coming into existence, including but not limited to, its ownership interests in its subsidiaries, to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the debenture. The security interest is on equal footing with certain other creditors of the Company. The Company received $2,500,000 in cash from the offering of the securities but was required to pay out of the closing proceeds, Purchaser’s attorney’s fees in the amount of $25,000. The Company has agreed with the Purchaser that the funds received will be restricted and utilized only for M&A opportunities, new business ventures, brand extensions and the creation of new vertical opportunities by the Company. The subject note contains a “ratchet” provisions that adjusts the conversion rates of the note to the lowest rate the Company has agreed to issue stock. The effect of repricing board and employee options, (as discussed in Item 5 “Other Information”) to $0.25 reset the conversion rate of the debenture to $0.25. In light of the financial stress Covid-19 has placed on the Company the holder of the debenture has agreed to not require payment due under the outstanding notes until December 31, 2022. In addition to its cost containment strategies, the Company identified opportunities to rapidly move into the areas of (i) retailing collectables, (ii) providing virtual opportunities to fans to interact with celebrities, (iii) creating live and virtual events and conferences focused on new subject matter and affinities, and (iv) engaging in M&A opportunities. The company initiated these activities in 2020. Additionally, if necessary, management believes that both related parties (management and members of the Board of Directors of the Company) and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from both internal and external sources coupled with current favorable market conditions, It is understood however, that although there is a recent history of related-parties providing a source of financing, there is no absolute certainty that any such related-party financing can be obtained on a going-forward basis. Therefore, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 3 – Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate 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 generally accepted accounting principles. Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Principles of Consolidation The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. As of September 30, 2020 and December 31, 2019, the aggregate non-controlling interest in ButtaFyngas was ($12,498). The non-controlling interest is separately disclosed on the Condensed Consolidated Balance Sheet. Cash and Cash Equivalents The Company considers investments with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of September 30, 2020 and December 31, 2019, the allowance for doubtful accounts was $0 and $0, respectively. Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: September 30, 2020 December 31, 2019 Finished goods $ 220,641 $ - Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. Intangible assets Intangible assets represent intangible assets acquired in connection with the Company’s purchase of Jevo patents and technology. The transaction was not a business combination or acquisition of a business. The intangible assets are expected to be amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset. Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. Method of Accounting Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee. Investment in CONtv The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive For the three and nine months ended September 30, 2020 and 2019, the Company recognized $0 losses from this venture, respectively. As of September 30, 2020 and December 31, 2019, the investment in CONtv was $0. As of September 30, 2020 and December 31, 2019, the amount due to CONtv was $224,241. Fair Value of Measurements The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. Revenue Recognition and Cost of Revenues The Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2020 contained a significant financing component. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements. The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place. Disaggregation of Revenue from Contracts with Customers. For the Nine Months Ended September 30, 2020 September 30, 2019 Conventions $ 2,608,678 $ 8,922,869 Virtual 1,216,686 - Vault 191,906 - Jevo 2,607 - Total revenue $ 4,019,877 $ 8,922,869 Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $0 and $0 for the three and nine months ended September 30, 2020 and 2019, respectively. Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are 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 calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. 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 the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience. 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, the equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is no longer subject to tax examinations by tax authorities for years prior to 2017. Earnings per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 792,750 243,375 Common stock warrants 1,133,333 833,333 Total contingent shares issuance arrangement, stock options or warrants 2,759,416 1,913,041 Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Recently Adopted Accounting Guidance In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740): “Simplifying the Accounting for Income Taxes” Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: September 30, 2020 December 31, 2019 Computer Equipment $ 36,526 $ 48,128 Equipment 474,068 474,068 Furniture and Fixtures 63,925 62,321 Vehicles 15,000 - Leasehold Improvements 27,095 22,495 616,614 607,012 Less: Accumulated depreciation (550,941 ) (548,908 ) $ 65,673 $ 58,104 Depreciation expense was $17,022 and $24,350 for the nine months ended September 30, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Wiz Wizard LLC On December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware. The Company and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the Company. The Company ceased ConBox operations in 2017. Wiz World, LLC was dissolved in March 2019. Consulting Agreement On December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term. During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750). This agreement has been amended so that the monthly fee owed to Bristol may now, at the option of the Company, be paid in preferred stock. In addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common stock. During the nine months ended September 30, 2020 and 2019, the Company incurred expenses of approximately $131,250 and $127,355, for each period for services provided by Bristol, respectively. On November 22, 2018, the Board of Directors of the Company decided to issue 210,982 shares of Preferred stock (“2018 Bristol shares”) for settlement of the outstanding fees due to Bristol totaling $496,875. At September 30, 2020 and December 31, 2019, the Company accrued $0 and $125,154, respectively, of net monthly fees due to Bristol. On August 3, 2020, the Board of Directors resolved to convert the total amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock. In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Bristol shares and issue a new total of 88,125 shares of Series A Preferred stock. Operating Sublease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2020 and 2019, the Company paid lease obligations $80,635 and $80,173, respectively, under the Sublease. See Note 8. Loan from officer During the year ended December 31, 2019, the CEO made a non-interest bearing loan to the Company of $100,000. During the nine months ended September 30, 2020, an additional $125,000 was loaned to the Company, which together with other amounts paid on behalf of the Company, brought the total amount loaned to $351,000. The outstanding balance under the loan payable as of September 30, 2020, and December 31, 3019 was $0 and $100,000, respectively, and was included in accounts payable and accrued liabilities on the condensed consolidated balance sheet. On August 3, 2020 the Board of Directors resolved to convert the total amount of debt (including loans made to the Company and deferred compensation) owed to John D. Maatta, as of July 31, 2020, into 35,074 shares of Series A Preferred Stock. In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta shares previously issued for outstanding deferred compensation and issue a new total of 85,868 shares of Series A Preferred stock (see Note 8). Securities Purchase Agreement Effective December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd. (the “Purchaser”), an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising: (i) the Debenture, (ii) Series A Warrants, and (iii) Series B Warrants. Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 25,000 shares of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees. (i) Debenture The Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum. Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that principal amount then being redeemed) and on the Maturity Date. The Debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $3.00 (as converted) per share, subject to adjustment. In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $3.00 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date. The debenture contains a “ratchet” provisions that adjusts the conversion rate of the debenture to the lowest rate the Company has agreed to issue stock. The effect of repricing board and employee options to $0.25 reset the conversion rates of the debenture to $0.25. In light of the financial stress Covid-19 has placed on the Company the holder of the debenture has agreed to not require payment due under each of the outstanding debenture until December 31, 2022. (ii) Series A Warrants The Series A Warrants to acquire up to 833,333 shares of Common Stock at the Series A Initial Exercise Price of $3.00 and expiring on December 1, 2021. The Warrants may be exercised immediately upon the issuance date, upon the option of the holder. The exercise price has now been adjusted to $0.25 and the exercise date has been extended. (iii) Series B Warrants The Series B Warrants to acquire up to 833,333 shares of Common Stock at the Series B Initial Exercise Price of $0.0001 and expiring on December 1, 2021. The Series B Warrants were exercised immediately upon the issuance date. The Company received gross proceeds of $1,667 upon exercise of the warrants. Upon issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $1,448,293 as debt discount on the condensed consolidated balance sheet. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the condensed consolidated statements of operations. There was unamortized debt discount of $0 as of September 30, 2020 and December 31, 2019, which includes the debt discount recorded upon execution of the Securities Purchase Agreement discussed above. Securities Purchase Agreement – December 2019 Effective December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser, pursuant to which the Company sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising: (i) the Debenture and (ii) Series A Warrants. Pursuant to the Purchase Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees. A principal of the Purchaser serves as a Director on the Board of the Company. See Note 7. Investment in CONtv The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive For the nine months ended September 30, 2020 and 2019, the Company recognized $0 losses from this venture, respectively. As of September 30, 2020 and December 31, 2019, the investment in CONtv was $0. As of September 30, 2020 and December 31, 2019, the amount due to CONtv was $224,241. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Notes Payable | Note 6 – Notes Payable Paycheck Protection Program On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act SBA PPP Small Business Administration Loan On June 9, 2020, the Company executed a loan agreement with the SBA. The Company received aggregate proceeds of $149,900 under the loan which shall accrue interest at a rate of 3.75% and will mature in June 2050. As of September 30, 2020, the outstanding balance under the loan was $149,900. |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Convertible Debenture | Note 7 – Convertible Debenture Securities Purchase Agreement Effective December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser (related party), pursuant to which the Company sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising: (i) the Debenture and (ii) Series A Warrants. Pursuant to the Purchase Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees. (i) Debenture The Debenture with an initial principal balance of $2,500,000, due December 30, 2021 (the “Maturity Date”), will accrue interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum. Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the Purchaser converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that principal amount then being redeemed) and on the Maturity Date. The Debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $2.50 (as converted) per share, subject to adjustment. In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $2.50 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date. In July 2020, the Purchaser agreed to extend the debenture a year as well as forbear any collection on the debenture up to December 30, 2022. The subject debenture contains a “ratchet” provisions that adjusts the conversion rates of the notes to the lowest rate the Company has agreed to issue stock. The effect of repricing board and employee options to $0.25 reset the conversion rates the note to $0.25. In light of the financial stress Covid-19 has placed on the Company the holder of the debenture has agreed to not require payment due under the outstanding debenture until December 31, 2022. (ii) Warrants The Series A Warrants to acquire up to 300,000 shares of Common Stock at the Series A Initial Exercise Price of $2.50 and expiring on December 1, 2024. The Warrants may be exercised immediately upon the issuance date, upon the option of the holder. The exercise price has now been adjusted to $0.25. Upon issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $545,336 as debt discount on the condensed consolidated balance sheet. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the condensed consolidated statements of operations. There was unamortized debt discount of $536,751 and $0 as of September 30, 2020 and December 31, 2019, respectively, which includes the debt discount and debt issuance costs recorded upon execution of the Securities Purchase Agreement discussed above. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Appointment of President and Chief Executive Officer On April 22, 2016, the Board approved the appointment of Mr. John D. Maatta as the Company’s President and Chief Executive Officer, effective as of May 3, 2016. Mr. Maatta will continue to serve as a member of the Board. In addition, the Board granted Mr. Maatta options to purchase up to an aggregate of 55,000 shares of the Company’s common stock, subject to the terms and conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan, which were fully vested as of December 31, 2018. Mr. Maatta formally entered into his Employment Agreement with the Company on July 17, 2016. Effective January 1, 2018, Mr. Maatta has elected to receive 50% of the compensation provided for his employment contract and is currently receiving $125,000 per year with the remainder of the balance deferred which amount is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. On November 22, 2018, the Board of Directors of the Company decided to issue 86,466 shares of Preferred stock (the “2018 Maatta shares”) for settlement of the deferred compensation due to Mr. Maatta totaling $212,707. Deferred compensation for Mr. Maatta accrued as of September 30, 2020 and December 31, 2019 and 2018 was $0 and $186,885, respectively. From time to time Mr. Maatta has made non-interest bearing loans to the Company. As of September 30, 2020 and December 31, 2019 the outstanding loans due to Mr. Maatta were $0 and $100,000, respectively, which was included in accounts payable and accrued liabilities on the condensed consolidated balance sheet. On August 3, 2020 the Board of Directors resolved to convert the total amount of debt owed to Mr. Maatta of $563,443, as of July 31, 2020, into 56,344 shares of Series A Preferred stock. In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta shares and issue a new total of 85,868 shares of Series A Preferred stock. On January 23, 2019, the Company granted options to purchase an additional 20,000 shares of the Company’s common stock. The options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $46,431 that was calculated using the Black-Scholes option-pricing model. On August 3, 2020, the Company granted options to purchase an additional 100,000 shares of the Company’s common stock. The options were with an exercise price of $0.25 (as converted) per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $119,999 that was calculated using the Black-Scholes option-pricing model. Consulting Agreement As discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term. During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $18,750. For services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and approved by the Board. Bristol has deferred payment of the monthly fees due from the Company as defined under the Consulting Agreement. On November 22, 2018, the Board of Directors of the Company decided to issue 201,982 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling $496,875. As of September 30, 2020 and December 31, 2019, the Company accrued $0 and $125,154, respectively, of net monthly fees due to Bristol. The Company’s consulting agreement with Bristol Capital, LLC has been amended so that the monthly fee may now, at the option of the Company, be paid in preferred stock. On August 3, 2020 the Board of Directors resolved to convert the total amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock. In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Bristol shares and issue a new total of 88,125 shares of Series A Preferred stock. In addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common stock. On January 23, 2019, the Company granted options to purchase an additional 300,000 shares of the Company’s common stock. The options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $34,823 that was calculated using the Black-Scholes option-pricing model. Legal proceedings The Company is from time to time involved in legal proceedings in the ordinary course of business. It is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating Leases | Note 9 – Operating Leases On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2020 and 2019, the Company paid lease obligations $80,635 and $80,173, respectively, under the Sublease. On April 28, 2020, upon acquisition of the Jevo assets, the Company entered into a lease agreement with a third party. The term of the lease is for 5 years beginning on May 1, 2020 commencing with a three month rent holiday followed by monthly payments of $3,900 with a an approximate 2% escalation clause. During the nine months ended September 30, 2020 and 2019, the Company paid lease obligations $7,800 and $0, respectively, under the lease. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Our leases consist of leaseholds on office space. We utilized a portfolio approach in determining our discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above. We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. The components of lease expense were as follows: For the Nine For the Nine September 30, 2020 September 30, 2019 Operating lease $ 88,435 $ 80,173 Sublease income (12,900 ) (28,807 ) Total net lease cost $ 75,535 $ 51,366 Supplemental cash flow and other information related to leases was as follows: For the Nine For the Nine September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (69,307 ) $ (78,287 ) ROU assets obtained in exchange for lease liabilities: Operating leases $ 173,938 $ 252,980 Weighted average remaining lease term (in years): Operating leases 3.20 1.92 Weighted average discount rate: Operating leases 12 % 12 % The following table presents the maturity of the Company’s lease liabilities as of September 30, 2020: For the twelve months ending September 30: 2021 $ 129,344 2022 76,287 2023 49,015 2024 49,996 2025 33,773 338,415 Less: Imputed interest (60,644 ) Present value $ 277,771 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) Reverse Stock Split Following the board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Delaware to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) for all classes of its stock, par value $0.0001 per share, without any change to its par value. The Amendment became effective on January 23, 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. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits. The Company’s authorized capital stock consists of 105,000,000 shares, of which 100,000,000 are for shares of common stock, par value $0.0001 per share, and 5,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 500,000 have been designated as Series A Cumulative Convertible Preferred Stock (“Series A”). As of September 30, 2020 and December 31, 2019, there were 173,974 and 0 shares of Series A preferred stock issued and outstanding, respectively. As of September 30, 2020 and December 31, 2019, there were 0 and 288,448 shares of preferred stock issued and outstanding, respectively. As of September 30, 2020 and December 31, 2019, there were 3,506,752 and 3,506,752 shares of common stock issued and outstanding, respectively. Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders. The following is a summary of the Company’s option activity: Options Weighted Average Exercise Price (as converted) Outstanding – December 31, 2019 226,000 $ 3.00 Exercisable – December 31, 2019 171,083 $ 2.62 Granted 587,500 $ 0.41 Exercised - $ - Forfeited/Cancelled (20,750 ) $ - Outstanding – September 30, 2020 792,750 $ 1.78 Exercisable – September 30, 2020 438,323 $ 2.76 Options Outstanding Options Exercisable Exercise Price Number Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.25 – 18.80 792,750 4.20 years $ 1.78 438,323 $ 2.76 At September 30, 2020, the total intrinsic value of options outstanding and exercisable was $346,875 and $155,156, respectively. During the nine months ended September 30, 2020 and 2019, the Company recorded total stock-based compensation expense related to options of approximately $310,423 and $187,700, respectively. The unrecognized compensation expense at September 30, 2020 was approximately $398,346. Stock Warrants The following is a summary of the Company’s warrant activity: Warrants Weighted (as converted) Outstanding – December 31, 2019 1,133,333 $ 2.80 Exercisable – December 31, 2019 1,133,333 $ 2.80 Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – September 30, 2020 1,133,333 $ 3.00 Exercisable – September 30, 2020 1,133,333 $ 3.00 Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 2.60 – 3.00 1,133,333 1.96 years $ 3.00 1,133,333 $ 3.00 At September 30, 2020 the total intrinsic value of warrants outstanding and exercisable was $0. |
Credit Risk
Credit Risk | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Credit Risk | Note 11 – Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of September 30, 2020 and December 31, 2019, substantially all of the Company’s cash and cash equivalents were held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation (“FDIC”). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events The Company is moving the accounting and possibly other functions to the Barlock offices in Utah. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. As of September 30, 2020 and December 31, 2019, the aggregate non-controlling interest in ButtaFyngas was ($12,498). The non-controlling interest is separately disclosed on the Condensed Consolidated Balance Sheet. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers investments with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of September 30, 2020 and December 31, 2019, the allowance for doubtful accounts was $0 and $0, respectively. |
Inventories | Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: September 30, 2020 December 31, 2019 Finished goods $ 220,641 $ - |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. |
Intangible assets | Intangible assets Intangible assets represent intangible assets acquired in connection with the Company’s purchase of Jevo patents and technology. The transaction was not a business combination or acquisition of a business. The intangible assets are expected to be amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset. Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. |
Investments - Cost Method, Equity Method and Joint Venture | Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. |
Method of Accounting | Method of Accounting Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee. |
Investment in CONtv | Investment in CONtv The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive For the three and nine months ended September 30, 2020 and 2019, the Company recognized $0 losses from this venture, respectively. As of September 30, 2020 and December 31, 2019, the investment in CONtv was $0. As of September 30, 2020 and December 31, 2019, the amount due to CONtv was $224,241. |
Fair Value of Measurements | Fair Value of Measurements The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. |
Revenue Recognition and Cost of Revenues | Revenue Recognition and Cost of Revenues The Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2020 contained a significant financing component. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements. The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place. Disaggregation of Revenue from Contracts with Customers. For the Nine Months Ended September 30, 2020 September 30, 2019 Conventions $ 2,608,678 $ 8,922,869 Virtual 1,216,686 - Vault 191,906 - Jevo 2,607 - Total revenue $ 4,019,877 $ 8,922,869 |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $0 and $0 for the three and nine months ended September 30, 2020 and 2019, respectively. |
Equity-based compensation | Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are 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 calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. 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 the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience. 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, the equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is no longer subject to tax examinations by tax authorities for years prior to 2017. |
Earnings per Share | Earnings per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 792,750 243,375 Common stock warrants 1,133,333 833,333 Total contingent shares issuance arrangement, stock options or warrants 2,759,416 1,913,041 |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740): “Simplifying the Accounting for Income Taxes” Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company. |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: September 30, 2020 December 31, 2019 Finished goods $ 220,641 $ - |
Schedule of Estimated Useful Lives of Property | Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Schedule Disaggregation of Revenue from Contracts with Customers | The following table disaggregates gross revenue by significant revenue stream for the nine months ended September 30, 2020 and 2019: For the Nine Months Ended September 30, 2020 September 30, 2019 Conventions $ 2,608,678 $ 8,922,869 Virtual 1,216,686 - Vault 191,906 - Jevo 2,607 - Total revenue $ 4,019,877 $ 8,922,869 |
Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants | The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 792,750 243,375 Common stock warrants 1,133,333 833,333 Total contingent shares issuance arrangement, stock options or warrants 2,759,416 1,913,041 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: September 30, 2020 December 31, 2019 Computer Equipment $ 36,526 $ 48,128 Equipment 474,068 474,068 Furniture and Fixtures 63,925 62,321 Vehicles 15,000 - Leasehold Improvements 27,095 22,495 616,614 607,012 Less: Accumulated depreciation (550,941 ) (548,908 ) $ 65,673 $ 58,104 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expense were as follows: For the Nine For the Nine September 30, 2020 September 30, 2019 Operating lease $ 88,435 $ 80,173 Sublease income (12,900 ) (28,807 ) Total net lease cost $ 75,535 $ 51,366 |
Schedule of Supplemental Cash Flow and Other Information Related Leases | Supplemental cash flow and other information related to leases was as follows: For the Nine For the Nine September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (69,307 ) $ (78,287 ) ROU assets obtained in exchange for lease liabilities: Operating leases $ 173,938 $ 252,980 Weighted average remaining lease term (in years): Operating leases 3.20 1.92 Weighted average discount rate: Operating leases 12 % 12 % |
Schedule of Maturities of Operating Lease Liabilities | The following table presents the maturity of the Company’s lease liabilities as of September 30, 2020: For the twelve months ending September 30: 2021 $ 129,344 2022 76,287 2023 49,015 2024 49,996 2025 33,773 338,415 Less: Imputed interest (60,644 ) Present value $ 277,771 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following is a summary of the Company’s option activity: Options Weighted Average Exercise Price (as converted) Outstanding – December 31, 2019 226,000 $ 3.00 Exercisable – December 31, 2019 171,083 $ 2.62 Granted 587,500 $ 0.41 Exercised - $ - Forfeited/Cancelled (20,750 ) $ - Outstanding – September 30, 2020 792,750 $ 1.78 Exercisable – September 30, 2020 438,323 $ 2.76 |
Schedule of Information Regarding Stock Options Outstanding | Options Outstanding Options Exercisable Exercise Price Number Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.25 – 18.80 792,750 4.20 years $ 1.78 438,323 $ 2.76 |
Summary of Stock Warrants Activity | The following is a summary of the Company’s warrant activity: Warrants Weighted (as converted) Outstanding – December 31, 2019 1,133,333 $ 2.80 Exercisable – December 31, 2019 1,133,333 $ 2.80 Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – September 30, 2020 1,133,333 $ 3.00 Exercisable – September 30, 2020 1,133,333 $ 3.00 |
Schedule of Information Regarding Stock Warrants Outstanding | Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 2.60 – 3.00 1,133,333 1.96 years $ 3.00 1,133,333 $ 3.00 |
Going Concern Analysis (Details
Going Concern Analysis (Details Narrative) - USD ($) | Dec. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Loss from operations | $ (599,531) | $ (591,499) | $ (871,048) | $ (1,019,186) | ||
Cash and cash equivalents | 2,090,752 | 2,090,752 | $ 2,777,654 | |||
Working capital deficit | $ (4,300,000) | $ (4,300,000) | ||||
Warrant exercise price per share | $ 0.25 | $ 0.25 | ||||
Securities Purchase Agreement II [Member] | Barlock 2019 Fund, LP [Member] | ||||||
Conversion of debt, amount | $ 2,500,000 | |||||
Debt conversion, price per share | $ 2.50 | |||||
Warrant to purchase of common stock | 300,000 | |||||
Warrant exercise price per share | $ 2.50 | |||||
Proceeds from offering | $ 2,500,000 | |||||
Purchaser's attorney's fees | $ 25,000 | |||||
Securities Purchase Agreement II [Member] | Barlock 2019 Fund, LP [Member] | Ratchet [Member] | ||||||
Debt conversion, price per share | $ 0.25 | |||||
Warrant exercise price per share | $ 0.25 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Non-controlling interest | $ (12,498) | $ (12,498) | $ (12,498) | ||
Allowance for doubtful accounts | $ 0 | $ 0 | 0 | ||
Percentage of shares in another entity | 50.00% | 50.00% | |||
Due to CONtv joint venture | $ 224,241 | $ 224,241 | 224,241 | ||
Shipping and handling costs | 0 | $ 0 | 0 | $ 0 | |
Unrecognized tax benefits | |||||
Accrued penalties and interest | |||||
Operating Agreement [Member] | |||||
Recognized losses from the venture | $ 0 | $ 0 | |||
Con Tv LLC [Member] | |||||
Percentage of shares in another entity | 10.00% | 10.00% | |||
Investment | $ 0 | $ 0 | $ 0 |
Significant and Critical Acco_5
Significant and Critical Accounting Policies and Practices - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Finished goods | $ 220,641 |
Significant and Critical Acco_6
Significant and Critical Accounting Policies and Practices - Schedule of Estimated Useful Lives of Property (Details) | 9 Months Ended | |
Sep. 30, 2020 | ||
Computer Equipment [Member] | ||
Estimated useful life of property and equipment | 3 years | |
Equipment [Member] | Minimum [Member] | ||
Estimated useful life of property and equipment | 2 years | |
Equipment [Member] | Maximum [Member] | ||
Estimated useful life of property and equipment | 5 years | |
Furniture and Fixture [Member] | ||
Estimated useful life of property and equipment | 7 years | |
Leasehold Improvements [Member] | ||
Estimated useful life of property and equipment | 0 years | [1] |
[1] | Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Significant and Critical Acco_7
Significant and Critical Accounting Policies and Practices - Schedule of Disaggregation of Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 601,042 | $ 2,830,254 | $ 4,019,877 | $ 8,922,869 |
Conventions [Member] | ||||
Total revenue | 2,608,678 | 8,922,869 | ||
Virtual [Member] | ||||
Total revenue | 1,216,686 | |||
Vault [Member] | ||||
Total revenue | 191,906 | |||
Jevo [Member] | ||||
Total revenue | $ 2,607 |
Significant and Critical Acco_8
Significant and Critical Accounting Policies and Practices - Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total contingent shares issuance arrangement, stock options or warrants | 2,759,416 | 1,913,041 |
Convertible Note [Member] | ||
Total contingent shares issuance arrangement, stock options or warrants | 833,333 | 833,333 |
Common Stock Options [Member] | ||
Total contingent shares issuance arrangement, stock options or warrants | 792,750 | 243,375 |
Common Stock Warrants [Member] | ||
Total contingent shares issuance arrangement, stock options or warrants | 1,133,333 | 833,333 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 17,022 | $ 36,390 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Computer Equipment | $ 36,526 | $ 48,128 |
Equipment | 474,068 | 474,068 |
Furniture and Fixtures | 63,925 | 62,321 |
Vehicles | 15,000 | |
Leasehold Improvements | 27,095 | 22,495 |
Total | 616,614 | 607,012 |
Less: Accumulated depreciation | (550,941) | (548,908) |
Property and equipment, net | $ 65,673 | $ 58,104 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Aug. 03, 2020USD ($)shares | Jul. 31, 2020shares | Dec. 19, 2019USD ($) | Nov. 19, 2019USD ($) | Nov. 22, 2018USD ($)shares | Dec. 29, 2016USD ($)shares | Dec. 02, 2016USD ($)shares | Jul. 02, 2016USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Integer$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Feb. 04, 2016 | Dec. 29, 2014 |
Equity method investment ownership percentage | 50.00% | 50.00% | |||||||||||||
Stock options granted to purchase of common stock | shares | 587,500 | ||||||||||||||
Consulting expense | $ 145,190 | $ 134,094 | $ 371,350 | $ 351,939 | |||||||||||
Shares issued during period, value | 1,739,743 | 1,739,743 | |||||||||||||
Operating sublease, monthly payment | 69,307 | 78,287 | |||||||||||||
Debt discount | $ 0 | $ 0 | $ 0 | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||
Fair value for warrant and debt discount | $ 1,448,293 | ||||||||||||||
Due to Contv joint venture | $ 224,241 | $ 224,241 | 224,241 | ||||||||||||
Con Tv LLC [Member] | |||||||||||||||
Equity method investment ownership percentage | 10.00% | 10.00% | |||||||||||||
Investment | $ 0 | $ 0 | 0 | ||||||||||||
Common Stock [Member] | |||||||||||||||
Shares issued during period, shares | shares | |||||||||||||||
Shares issued during period, value | |||||||||||||||
Series A Warrants [Member] | |||||||||||||||
Warrant to purchase shares of common stock | shares | 833,333 | 833,333 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 3 | $ 3 | |||||||||||||
Warrant expiring date | Dec. 1, 2021 | ||||||||||||||
Series B Warrants [Member] | |||||||||||||||
Warrant to purchase shares of common stock | shares | 833,333 | 833,333 | |||||||||||||
Warrant exercise price per share | $ / shares | $ .0001 | $ .0001 | |||||||||||||
Warrant expiring date | Dec. 1, 2021 | ||||||||||||||
Gross proceeds from exercise of warrants | $ 1,667 | ||||||||||||||
Debenture [Member] | |||||||||||||||
Debt principal amount | $ 2,500,000 | $ 2,500,000 | |||||||||||||
Debt instruments maturity date | Dec. 30, 2018 | ||||||||||||||
Debt instrument interest rate per annum | 12.00% | 12.00% | |||||||||||||
Debt conversion price per share | $ / shares | $ 3 | $ 3 | |||||||||||||
Average trading price percentage | 50.00% | ||||||||||||||
Trading days | Integer | 20 | ||||||||||||||
Debenture [Member] | Common Stock [Member] | |||||||||||||||
Debt conversion price per share | $ / shares | $ 3 | $ 3 | |||||||||||||
Bristol Capital Advisors, LLC [Member] | |||||||||||||||
Operating sublease, term | 5 years 3 months | ||||||||||||||
Operating sublease, monthly payment | $ 8,118 | ||||||||||||||
Operating sublease, rent expense | $ 80,635 | 80,173 | |||||||||||||
CEO [Member] | |||||||||||||||
Loan from officer | 100,000 | ||||||||||||||
Additional loan amount | $ 125,000 | 125,000 | |||||||||||||
Total loan amount | 351,000 | 351,000 | |||||||||||||
Accounts payable and accrued liabilities | $ 0 | $ 0 | 100,000 | ||||||||||||
John D. Maatta [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Convertible debt owed shares | shares | 35,074 | ||||||||||||||
Deferred compensation outstanding | shares | 85,868 | ||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | 2018 Bristol Shares [Member] | |||||||||||||||
Convertible debt owed shares | shares | 88,125 | ||||||||||||||
Board of Directors [Member] | Bristol Capital, LLC [Member] | |||||||||||||||
Convertible debt owed | $ 384,375 | ||||||||||||||
Board of Directors [Member] | Bristol Capital, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Convertible debt owed shares | shares | 38,438 | ||||||||||||||
Board of Directors [Member] | John D. Maatta [Member] | |||||||||||||||
Convertible debt owed | $ 563,443 | ||||||||||||||
Board of Directors [Member] | John D. Maatta [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Convertible debt owed shares | shares | 56,344 | ||||||||||||||
Board And Employee Options [Member] | Debenture [Member] | |||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Cash purchase price of securities | $ 2,500,000 | ||||||||||||||
Debt discount | 25,400 | $ 536,751 | $ 0 | $ 536,751 | 0 | ||||||||||
Legal fees | $ 25,400 | ||||||||||||||
Securities Purchase Agreement [Member] | Board of Directors [Member] | Bristol Investment Fund Ltd [Member] | |||||||||||||||
Shares issued during period, shares | shares | 25,000 | ||||||||||||||
Shares issued during period, value | $ 85,000 | ||||||||||||||
Cash purchase price of securities | $ 2,500,000 | 2,500,000 | |||||||||||||
Repayments of debt | 25,000 | ||||||||||||||
Debt discount | 25,400 | $ 25,791 | |||||||||||||
Legal fees | $ 25,400 | ||||||||||||||
Operating Agreement [Member] | |||||||||||||||
Recognized losses from the venture | 0 | 0 | |||||||||||||
Wiz Wizard, LLC [Member] | |||||||||||||||
Equity method investment ownership percentage | 50.00% | ||||||||||||||
Percentage of membership interest | 50.00% | ||||||||||||||
Bristol Capital, LLC [Member] | Consulting Services Agreement [Member] | |||||||||||||||
Debt monthly fee | $ 18,750 | ||||||||||||||
Stock options granted to purchase of common stock | shares | 30,000 | ||||||||||||||
Consulting expense | 131,250 | $ 127,355 | |||||||||||||
Accrued consulting expense | $ 0 | $ 0 | $ 125,154 | ||||||||||||
Bristol Capital, LLC [Member] | Consulting Services Agreement [Member] | Board of Directors [Member] | |||||||||||||||
Shares issued during period, shares | shares | 210,982 | ||||||||||||||
Shares issued during period, value | $ 496,875 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 09, 2020 | Mar. 27, 2020 | Sep. 30, 2020 | Apr. 30, 2020 |
Loans bear interest | 1.00% | |||
Debt instrument description | The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term. | |||
Loans payable | $ 197,600 | |||
Paycheck Protection Program [Member] | ||||
Loans payable | $ 197,600 | |||
Loan Agreement SBA [Member] | ||||
Proceeds from loan | $ 149,000 | |||
Accrue interest percentage | 3.75% | |||
Debt maturity date description | Mature in June 2050. | |||
Outstanding loan amount | $ 149,900 |
Convertible Debenture (Details
Convertible Debenture (Details Narrative) - USD ($) | Dec. 19, 2019 | Nov. 19, 2019 | Dec. 02, 2016 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Debt discount | $ 0 | $ 0 | ||||
Warrant exercise price per share | $ 0.25 | |||||
Fair value for warrant and debt discount | $ 1,448,293 | |||||
Series B Warrants [Member] | ||||||
Warrant to purchase shares of common stock | 300,000 | |||||
Warrant exercise price per share | $ 2.50 | |||||
Warrant expiring date | Dec. 1, 2024 | |||||
Fair value for warrant and debt discount | $ 545,336 | |||||
Convertible Debenture [Member] | ||||||
Debt principal amount | $ 2,500,000 | |||||
Debt instruments maturity date | Dec. 30, 2021 | |||||
Debt instrument interest rate per annum | 12.00% | |||||
Debt conversion price per share | $ 2.50 | |||||
Average trading price percentage | 50.00% | |||||
Employee Options [Member] | Convertible Debenture [Member] | ||||||
Debt conversion price per share | $ 0.25 | |||||
Securities Purchase Agreement [Member] | ||||||
Cash purchase price of securities | $ 2,500,000 | |||||
Purchaser's legal fees | 25,400 | |||||
Debt discount | $ 25,400 | $ 536,751 | $ 0 | |||
Bristol Investment Fund Ltd [Member] | Securities Purchase Agreement [Member] | Board of Directors [Member] | ||||||
Cash purchase price of securities | $ 2,500,000 | $ 2,500,000 | ||||
Purchaser's legal fees | 25,400 | |||||
Debt discount | $ 25,400 | $ 25,791 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 03, 2020 | Jul. 31, 2020 | Jan. 23, 2019 | Nov. 22, 2018 | Dec. 29, 2016 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | Apr. 22, 2016 |
Number of options purchase to common stock shares | 792,750 | 792,750 | 226,000 | |||||||
Shares issued during period, value | $ 1,739,743 | $ 1,739,743 | ||||||||
Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | ||||||||||
Option purchase common share | 30,000 | |||||||||
Monthly fee | $ 18,750 | $ 0 | $ 0 | $ 125,154 | ||||||
Common Stock [Member] | ||||||||||
Shares issued during period, shares | ||||||||||
Shares issued during period, value | ||||||||||
Option purchase common share | 100,000 | |||||||||
Option excise price | $ 0.25 | |||||||||
Vesting term | 5 years | |||||||||
Fair value of stock option vested | $ 119,999 | |||||||||
Common Stock [Member] | Employment Agreement [Member] | ||||||||||
Option purchase common share | 20,000 | |||||||||
Option excise price | $ 2.60 | |||||||||
Vesting term | 5 years | |||||||||
Fair value of stock option vested | $ 46,431 | |||||||||
Common Stock [Member] | Consulting Services Agreement [Member] | ||||||||||
Option purchase common share | 300,000 | |||||||||
Option excise price | $ 2.60 | |||||||||
Vesting term | 5 years | |||||||||
Fair value of stock option vested | $ 34,823 | |||||||||
Series A Preferred Stock [Member] | John D. Maatta [Member] | ||||||||||
Convertible debt owed shares | 35,074 | |||||||||
Mr.Maatta [Member] | ||||||||||
Number of options purchase to common stock shares | 55,000 | |||||||||
Percentage of compensation provided by employment contract | 50.00% | |||||||||
Annual base salary | $ 125,000 | |||||||||
Deferred compensation | 0 | 0 | 186,885 | |||||||
Loan outstanding amount | $ 0 | $ 0 | $ 100,000 | |||||||
Mr.Maatta [Member] | Preferred Stock [Member] | ||||||||||
Shares issued during period, shares | 86,466 | |||||||||
Shares issued during period, value | $ 212,707 | |||||||||
Board of Directors [Member] | Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | ||||||||||
Shares issued during period, shares | 210,982 | |||||||||
Shares issued during period, value | $ 496,875 | |||||||||
Board of Directors [Member] | Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | ||||||||||
Shares issued during period, shares | 201,982 | |||||||||
Shares issued during period, value | $ 496,875 | |||||||||
Board of Directors [Member] | John D. Maatta [Member] | ||||||||||
Convertible debt owed | 563,443 | |||||||||
Board of Directors [Member] | Bristol Capital, LLC [Member] | ||||||||||
Convertible debt owed | $ 384,375 | |||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | 2018 Bristol Shares [Member] | ||||||||||
Convertible debt owed shares | 85,868 | |||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | 2018 Bristol Shares [Member] | ||||||||||
Convertible debt owed shares | 88,125 | |||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | John D. Maatta [Member] | ||||||||||
Convertible debt owed shares | 56,344 | |||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | Bristol Capital, LLC [Member] | ||||||||||
Convertible debt owed shares | 38,438 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | Apr. 28, 2020 | Jul. 02, 2016 | Sep. 30, 2020 | Sep. 30, 2019 |
Operating sublease, monthly payment | $ 69,307 | $ 78,287 | ||
Lease Agreement [Member] | Third Party [Member] | ||||
Operating sublease, term | 5 years | |||
Operating sublease, monthly payment | $ 3,900 | |||
Operating sublease, rent expense | 7,800 | 0 | ||
Operating lease, escalation clause | 2.00% | |||
Bristol Capital Advisors, LLC [Member] | ||||
Operating sublease, term | 5 years 3 months | |||
Operating sublease, monthly payment | $ 8,118 | |||
Operating sublease, rent expense | $ 80,635 | $ 80,173 | ||
Operating lease, option to extend | Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. |
Operating Leases - Schedule of
Operating Leases - Schedule of Lease Expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease | $ 88,435 | $ 80,173 |
Sublease income | (12,900) | (28,807) |
Total net lease cost | $ 75,535 | $ 51,366 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Supplemental Cash Flow and Other Information Related Leases (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ (69,307) | $ (78,287) | |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 173,938 | $ 252,980 | |
Weighted average remaining lease term (in years): operating leases | 3 years 2 months 12 days | 1 year 11 months 1 day | |
Weighted average discount rate: operating leases | 12.00% | 12.00% |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Maturities of Operating Lease Liabilities (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 129,344 |
2022 | 76,287 |
2023 | 49,015 |
2024 | 49,996 |
2025 | 33,773 |
Future minimum lease payments | 338,415 |
Less: Imputed interest | (60,644) |
Present value | $ 277,771 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Reverse stock split description | one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") for all classes of its stock, par value $0.0001 per share, without any change to its par value. | ||
Authorized capital stock | 105,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 288,448 | ||
Preferred stock, shares outstanding | 288,448 | ||
Common stock issued | 3,506,752 | 3,506,752 | |
Common stock outstanding | 3,506,752 | 3,506,752 | |
Intrinsic value of option outstanding | $ 346,875 | ||
Intrinsic value of option exercisable | 155,156 | ||
Unrecognized stock based compensation | 398,346 | ||
Common Stock Options [Member] | |||
Stock based compensation expense | $ 310,423 | $ 187,700 | |
Series A Cumulative Convertible Preferred Stock [Member] | |||
Authorized capital stock | 500,000 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 173,974 | 0 | |
Preferred stock, shares outstanding | 173,974 | 0 | |
Common Stock [Member] | |||
Authorized capital stock | 100,000,000 | ||
Common stock par value | $ 0.0001 | ||
Preferred Stock [Member] | |||
Authorized capital stock | 5,000,000 | ||
Preferred stock par value | $ 0.0001 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of options, Outstanding at the beginning of the period | shares | 226,000 |
Number of options, Exercisable at beginning of the period | shares | 171,083 |
Number of options, Granted | shares | 587,500 |
Number of options, Exercised | shares | |
Number of options, Forfeited/Cancelled | shares | (20,750) |
Number of options, Outstanding at the end of the period | shares | 792,750 |
Number of options, Exercisable at end of the period | shares | 438,323 |
Weighted Average Exercise Price, Outstanding at the beginning of the period | $ / shares | $ 3 |
Weighted Average Exercise Price, Exercisable at beginning of the period | $ / shares | 2.62 |
Weighted Average Exercise Price, Granted | $ / shares | 0.41 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Weighted Average Exercise Price, Outstanding at the end of the period | $ / shares | 1.78 |
Weighted Average Exercise Price, Exercisable at end of the period | $ / shares | $ 2.76 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Information Regarding Stock Options Outstanding (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price Lower Limit | $ 0.25 |
Range of Exercise Price Upper limit | $ 18.80 |
Number of Shares Outstanding | shares | 792,750 |
Weighted Average Remaining Contractual Life (years) | 4 years 2 months 12 days |
Weighted Average Exercise Price | $ 1.78 |
Number of Shares Exercisable | shares | 438,323 |
Weighted Average Exercise Price | $ 2.76 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Summary of Stock Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of warrants, Outstanding at the beginning of the period | shares | 1,133,333 |
Number of warrants, Exercisable at beginning | shares | 1,133,333 |
Number of warrants, Granted | shares | |
Number of warrants, Exercised | shares | |
Number of warrants, Forfeited/Cancelled | shares | |
Number of warrants, Outstanding at the end of the period | shares | 1,133,333 |
Number of warrants, Exercisable at end of the period | shares | 1,133,333 |
Weighted Average Exercise Price, Outstanding at the beginning of the period | $ / shares | $ 2.80 |
Weighted Average Exercise Price, Exercisable at the beginning of the period | $ / shares | 2.80 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Weighted Average Exercise Price, Outstanding at the end of the period | $ / shares | 3 |
Weighted Average Exercise Price, Exercisable at end of the period | $ / shares | $ 3 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Schedule of Information Regarding Stock Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants Outstanding | 1,133,333 | 1,133,333 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 1 year 11 months 15 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 3 | $ 2.80 |
Warrants Exercisable | 1,133,333 | 1,133,333 |
Warrants Exercisable, Weighted Average Exercise Price | $ 3 | $ 2.80 |
Minimum [Member] | ||
Warrants, Range of Exercise Price | 2.60 | |
Maximum [Member] | ||
Warrants, Range of Exercise Price | $ 3 |