Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-33383 | |
Entity Registrant Name | CREEK ROAD MINERS, INC. | |
Entity Central Index Key | 0001162896 | |
Entity Tax Identification Number | 98-0357690 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2700 Homestead Road | |
Entity Address, Address Line Two | Suite 50 | |
Entity Address, City or Town | Park City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84098 | |
City Area Code | 435 | |
Local Phone Number | 900-1949 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,494,792 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 3,866,417 | $ 1,897,703 |
Accounts receivable, net | 1,641 | 33,452 |
Inventory | 133,031 | 220,641 |
Prepaid convention expenses | 3,625 | |
Prepaid expenses | 200,807 | 62,066 |
Total Current Assets | 4,201,896 | 2,217,487 |
Property and equipment, net | 1,146,231 | 58,501 |
Intangibles, net | 132,000 | |
Operating lease right of use asset, net | 138,102 | 244,072 |
Security deposits | 18,201 | 18,303 |
Total Assets | 5,504,430 | 2,670,363 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,069,859 | 3,474,061 |
Unearned revenue | 15,398 | 758,847 |
Operating lease liability | 32,341 | 108,713 |
Convertible promissory note – related party, net | 2,500,000 | 2,500,000 |
Due to CONtv joint venture | 0 | 224,241 |
Total Current Liabilities | 5,617,598 | 7,065,862 |
Operating lease liability, net | 113,942 | 137,694 |
Notes payable, net | 545,162 | 347,500 |
Convertible debenture, net | 2,250,170 | 1,964,216 |
Total Liabilities | 2,909,274 | 9,515,272 |
Commitments and contingencies | ||
Stockholders’ Deficit | ||
Common stock par value $0.0001: 100,000,000 shares authorized; 6,494,792 and 3,506,752 shares issued and outstanding, respectively | 649 | 351 |
Additional paid-in capital | 31,952,687 | 23,206,367 |
Accumulated deficit | (34,963,303) | (30,039,146) |
Non-controlling interest | (12,498) | (12,498) |
Total Stockholders’ Deficit | (3,022,442) | (6,844,909) |
Total Liabilities and Stockholders’ Deficit | $ 5,504,430 | $ 2,670,363 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,494,792 | 3,506,752 |
Common stock, shares outstanding | 6,494,792 | 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 issued | 235,772 | 173,974 |
Preferred stock, shares outstanding | 235,772 | 173,974 |
Series B Cumulative And Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,500,000 | 4,500,000 |
Preferred stock, shares issued | 2,900 | 0 |
Preferred stock, shares outstanding | 2,900 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 148,397 | $ 601,042 | $ 754,297 | $ 4,019,838 |
Cost of revenues | 176,815 | 274,518 | 640,092 | 2,779,838 |
Gross margin | (28,418) | 326,524 | 114,205 | 1,240,039 |
Operating expenses | ||||
Share-based compensation | 339,050 | 269,925 | 723,827 | 310,522 |
Salaries and benefits | 376,802 | 258,702 | 1,223,948 | 725,038 |
Consulting fees | 1,142,787 | 145,190 | 3,657,113 | 371,350 |
General and administrative | 305,719 | 254,196 | 1,389,802 | 706,135 |
Total operating expenses | 2,164,358 | 926,055 | 6,994,690 | 2,111,087 |
Loss from operations | (2,192,776) | (599,531) | (6,880,485) | (871,048) |
Other income (expenses) | ||||
Interest expense | (294,498) | (144,295) | (764,009) | (456,835) |
Other income | 754,457 | 1,589,597 | 10,000 | |
Gain on sale of assets | 1,130,740 | 1,130,740 | ||
Total other income (expenses) | 1,590,699 | (144,295) | 1,956,328 | (446,835) |
Loss before income tax provision | (602,077) | (743,826) | (4,924,157) | (1,317,883) |
Income tax provision | ||||
Net loss | (602,077) | (743,826) | (4,924,157) | (1,317,883) |
Series A Preferred dividends | 209,196 | 33,174 | 266,094 | 33,174 |
Net loss attributable to common stockholders | $ (392,881) | $ (710,652) | $ (4,658,063) | $ (1,284,709) |
Loss per share - basic | $ (0.07) | $ (0.20) | $ (1.21) | $ (0.37) |
Loss per share - diluted | $ (0.07) | $ (0.20) | $ (1.21) | $ (0.37) |
Weighted average common shares outstanding - basic | 5,607,877 | 3,506,752 | 3,865,416 | 3,506,752 |
Weighted average common shares outstanding - diluted | 5,607,877 | 3,506,752 | 3,865,416 | 3,506,752 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value 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 | (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 loss | (1,317,883) | (1,317,883) | ||||||
Ending balance, value 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 | ||||||
Beginning balance, value 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 | (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 loss | (743,826) | (743,826) | ||||||
Ending balance, value 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 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 17 | $ 351 | 23,206,367 | (30,039,146) | (12,498) | $ (6,844,909) | ||
Balance, shares at Dec. 31, 2020 | 173,974 | 3,506,752 | ||||||
Share-based compensation | $ 6 | 1,157,661 | 1,157,667 | |||||
Share-based compensation, shares | 61,798 | |||||||
Warrants issued for services | 1,562,881 | 1,562,881 | ||||||
Issuance of common stock – net of offering costs | $ 255 | 3,292,920 | 3,293,175 | |||||
Issuance of common stock net of offering costs, shares | 2,556,040 | |||||||
Issuance of Series B preferred shares and warrants – net of offering costs | 2,998,995 | 2,998,995 | ||||||
Issuance of Series B preferred shares and warrants net of offering costs, shares | 3,500 | |||||||
Conversion of Series B preferred shares to common stock | $ 43 | (43) | ||||||
Conversion of Series B preferred shares to common stock, shares | (600) | 432,000 | ||||||
Series A Preferred declared dividends | (266,094) | (266,094) | ||||||
Net loss | (4,924,157) | (4,924,157) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 23 | $ 649 | 31,592,688 | (34,963,303) | (12,498) | (3,022,442) | ||
Balance, shares at Sep. 30, 2021 | 235,772 | 2,900 | 6,494,792 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 22 | $ 363 | 27,648,733 | (34,361,226) | (12,498) | (6,724,606) | ||
Balance, shares at Jun. 30, 2021 | 226,523 | 2,500 | 3,629,452 | |||||
Share-based compensation | $ 1 | 436,487 | 436,488 | |||||
Share-based compensation, shares | 9,249 | |||||||
Issuance of common stock – net of offering costs | $ 243 | 3,249,757 | 3,250,000 | |||||
Issuance of common stock net of offering costs, shares | 2,433,340 | |||||||
Issuance of Series B preferred shares – net of offering costs | 813,995 | 813,995 | ||||||
Issuance of Series B preferred shares net of offering costs, shares | 1,000 | |||||||
Conversion of Series B preferred shares to common stock | $ 43 | (43) | ||||||
Conversion of Series B preferred shares to common stock, shares | (600) | 432,000 | ||||||
Series A Preferred declared dividends | (196,242) | (196,242) | ||||||
Net loss | (602,077) | (602,077) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 23 | $ 649 | $ 31,592,688 | $ (34,963,303) | $ (12,498) | $ (3,022,442) | ||
Balance, shares at Sep. 30, 2021 | 235,772 | 2,900 | 6,494,792 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,924,157) | $ (1,317,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 35,371 | 17,022 |
Accretion of debt discount | 285,954 | 8,585 |
Right-of-use asset amortization | 5,846 | 392 |
Share-based compensation | 2,720,548 | 310,423 |
Gain on write-off of CONtv joint venture | (224,241) | |
Gain on sale of membership interest | (933,216) | |
Gain on asset purchase agreement | (197,524) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,550 | (5,489) |
Inventory | (105,671) | (220,641) |
Prepaid convention expenses | 3,625 | 342,283 |
Prepaid expenses | (138,741) | (3,352) |
Security deposits | (2,398) | (9,029) |
Accounts payable and accrued expenses | (678,273) | 830,039 |
Unearned revenue | (743,449) | (823,037) |
Net Cash Used In Operating Activities | (4,890,776) | (870,687) |
Cash Flows from Investing Activities: | ||
Purchase of intangibles | (139,124) | |
Purchase of property and equipment | (1,130,342) | (24,591) |
Net Cash Used In Investing Activities | (1,130,342) | (163,715) |
Cash Flows from Investing Activities: | ||
Proceeds from issuance of Series B preferred shares and warrants - net | 2,998,995 | |
Proceeds from issuance of common stock - net | 3,293,175 | |
Proceeds from notes payable | 347,500 | |
Proceeds from sale of membership interest | 1,500,000 | |
Net Cash Provided by Financing Activities | 7,989,832 | 347,500 |
Net change in cash and cash equivalents | 1,968,714 | (686,902) |
Cash and cash equivalents at beginning of reporting period | 1,897,703 | 2,777,654 |
Cash and cash equivalents at end of reporting period | 3,866,417 | 2,090,752 |
Supplemental disclosures of cash flow information: | ||
Interest paid | ||
Income tax paid | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Deemed dividend | 266,094 | 33,074 |
Right-of-use assets obtained in exchange for lease obligations | $ 173,938 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Creek Road Miners, Inc. Creek Road Miners, Inc., formerly known as Wizard Brands, Inc., formerly GoEnergy, Inc., Wizard World, Inc., and Wizard Entertainment, Inc. (“Creek Road” 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. On July 9, 2021, the Company changed its name to Creek Road Miners, Inc. Recent Developments During the nine months ended September 30, 2021, the Company decided to enter the consumer category of digital products known as Non-Fungible Tokens (“NFTs”). NFTs are collectibles where various objects (including pictures, music and video) are digitized. The digital version of the object is sold as a unique, blockchain-authenticated collectible. As part of a move to expand the current NFT minting activities into mining cryptocurrencies, the Company changed its name from Wizard Brands, Inc. to Creek Road Miners, Inc. as noted above. The Company intends to develop and operate, “scaled-up,” bitcoin manufacturing facilities using natural gas to power operations. The first Creek Road Miners facility is expected to be completed and fully operational by the end of 2021 and followed by an aggressive schedule for developing additional sites. On August 6, 2021, Kick The Can Corp. (“KTC”), a Nevada corporation, a wholly owned subsidiary of Company, entered into an Asset Purchase Agreement (the “Agreement”) with Informa Pop Culture Events, Inc., a Delaware corporation (“Informa”). Pursuant to the Agreement, KTC sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing the following live pop culture events: 1) Wizard World Chicago; 2) Wizard World Cleveland; 3) Wizard World New Orleans; 4) Wizard World Philadelphia; 5) Wizard World Portland; and 6) Wizard World St. Louis. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, we sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 Schedule of the assets and liabilities in the transaction Current assets $ 39,000 Inventory 193,000 Fixed assets, net 18,000 Intangible assets 123,000 Payable to Creek Road Miners Inc. (1,305,000 ) |
Going Concern Analysis
Going Concern Analysis | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Analysis | Note 2 – Going Concern Analysis Going Concern Analysis The Company had a loss of $ 4,924,157 and $ 1,317,883 for the nine months ended September 30, 2021 and 2020, respectively. On September 30, 2021, we had cash and cash equivalents of approximately $ 3.9 million and a working capital deficit of approximately $ 1.4 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 2022. However, the Company believes that the effects of expansion into mining of cryptocurrencies will guide the Company in a positive direction as we continue to strive to attain profitability. Because of the ongoing situation with the Covid-19 virus, the Company was unable to produce any live events after the First Quarter of 2020. The Company has indefinitely postponed all of the live shows. In the face of the impact of Covid-19 on live events generally, the Company had 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 450 virtual events. Those have also been postponed indefinitely. 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 and is now moving to expand the current NFT minting activities into mining cryptocurrencies. On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”) with Leviston Resources LLC (“Leviston”) dated March 26, 2021, pursuant to which the Company sold to Leviston, and the Leviston purchased from the Company, 5,000 0.0001 5,400,000 5,000 0.0001 1,000 5,000 26, 2024 1,000 5,000,000 2,000,000 500,000 2,500,000 On July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results: The Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance Between August 27, 2021, and October 4, 2021, the Company raised $ 4,400,000 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, 2021 | |
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, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 29, 2021. 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, 2021 and December 31, 2020, the aggregate non-controlling interest in ButtaFyngas was ($ 12,498 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, 2021 and December 31, 2020, the allowance for doubtful accounts was $0. Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: Schedule of Inventories September 30, 2021 December 31, 2020 Finished goods $ 133,061 $ 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: Schedule of Estimated Useful Lives of Property 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 amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset, which has been determined to be ten ( 10 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. No impairment has been recorded as of September 30, 2021. The Company sold the Jevo assets and liabilities including the intangible assets resulting in $ 0 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 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 For the three and nine months ended September 30, 2021 and 2020, the Company recognized $ 0 As of September 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 As of September 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 224,241 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, 2021 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. Schedule Disaggregation of Revenue from Contracts with Customers For the Nine Months Ended September 30, 2021 September 30, 2020 Conventions $ - $ 2,608,678 Virtual 229,170 1,216,686 Vault 362,303 191,906 Jevo 162,824 2,607 Total revenue $ 754,297 $ 4,019,877 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 $ 70,673 0 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 require 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, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No 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 2018. 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: Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 546,750 792,750 Common stock warrants 11,000,000 1,133,333 Total contingent shares issuance arrangement, stock options or warrants 12,380,083 2,759,416 Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740): “Simplifying the Accounting for Income Taxes” 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 August 2020, the FASB issued ASU 2020-06, Debt—” Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” 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, 2021 | |
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: Schedule of Property and Equipment September 30, 2021 September 30, 2020 Computer Equipment $ 43,097 $ 36,526 Equipment 1,590,662 474,068 Furniture and Fixtures 65,465 63,925 Vehicles - 15,000 Leasehold Improvements 22,495 27,095 Property and equipment, gross 1,721,719 616,614 Less: Accumulated depreciation (575,488 ) (550,941 ) Property and equipment, net $ 1,146,231 $ 65,673 Depreciation expense was $ 25,958 17,022 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions 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 then 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 In addition, upon execution of the Consulting Agreement, the Company granted to Bristol options to purchase up to an aggregate of 30,000 During the nine months ended September 30, 2021 and 2020, the Company incurred expenses of approximately $ 168,750 131,250 210,982 496,875 168,750 0 384,375 38,438 88,125 22,500 In addition to the above consulting agreement, Bristol assisted in the filing of Form S-1 on September 22, 2021 and received $ 200,000 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 then 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, 2021 and 2020, the Company paid lease obligations $ 78,055 and $ 80,635 , respectively, under the Sublease. On September 30, 2021, the lease term ended and the Company vacated the premises. 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 35,074 85,868 0 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 then 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 December 30, 2018 12 3.00 50 20 0.25 0.25 (ii) Series A Warrants The Series A Warrants to acquire up to 833,333 3.00 December 1, 2021 0.25 (iii) Series B Warrants The Series B Warrants to acquire up to 833,333 0.0001 December 1, 2021 1,667 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, 2021 and December 31, 2020, which includes the debt discount recorded upon execution of the Securities Purchase Agreement discussed above. Securities Purchase Agreement Effective December 19, 2019, the Company entered into the Purchase Agreement with Barlock 2019 Fund, LP ( the “Purchaser”), an entity managed by the CEO, Scott Kaufman, pursuant to which the Company sold to the Purchaser and an affiliated entity, for a cash purchase price of $ 2,500,000 25,400 25,400 (i) Debenture The Debenture with an initial principal balance of $ 2,500,000 December 30, 2021 12 2.50 2.50 50 0.25 0.25 (ii) Warrants The Series A Warrants to acquire up to 3,000,000 2.50 December 1, 2024 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 $ 545,336 246,981 510,384 Investment in CONtv The Company currently holds a limited and passive interest of 10 For the nine months ended September 30, 2021 and 2020, the Company recognized $ 0 As of September 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 As of September 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 224,241 Scott Kaufman In relation to the filing of Form S-1 on September 22, 2021, Scott Kaufman, the Company’s CEO, received $ 200,000 for services rendered. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
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 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. On April 30, 2020, the Company closed a $ 197,600 SBA guaranteed PPP loan. The Company used the loan proceeds as permitted. The Company applied for forgiveness and the application is pending with the SBA. The Company expects to receive forgiveness for the entire loan amount. As of September 30, 2021, the outstanding balance under the loan was $ 197,600 . On February 25, 2021, the Company closed on a $ 197,662 SBA guaranteed PPP2 loan. The Company used the loan proceeds as permitted. The Company applied for forgiveness and the application is pending with the SBA. The Company expects to receive forgiveness for the entire loan amount. As of September 30, 2021, the outstanding balance under the loan was $ 197,662 . 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 3.75 mature in June 2050 149,900 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Separation and Consulting Agreement On February 20, 2021, the Company entered into a Separation and Consulting Agreement with Mr. John D. Maatta, the former President and Chief Executive Officer. Pursuant to the agreement, Mr. Maatta resigned from his position within the Company and will provide services on behalf of the Company and be paid a monthly fee of $ 10,000 . In addition, the Company granted 8,500 shares series A preferred stock for accrued and unpaid salary and vacation time. Appointment of Chief Executive Officer On March 1, 2021, the Board of Directors approved the Employment Agreement, effective as of November 24, 2020 (the “Effective Date”), with Scott D. Kaufman to serve as the Company’s Chief Executive Officer for a term of two years, subject to automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other party no later than 60 days prior to the expiration of the then-current term. Mr. Kaufman will receive an annual base salary of $ 250,000 Appointment of Chief Financial Officer On March 1, 2021, the Board of Directors also approved the Employment Agreement, effective as of November 24, 2020 (the “Effective Date”), with Heidi C. Bowman to serve as the Company’s Chief Financial Officer for a term of two years, subject to automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other party no later than 60 days prior to the expiration of the then-current term. Ms. Bowman will receive an annual base salary of $ 120,000 Financial Advisory Agreement On March 24, 2021, the Company entered into an agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark Investments, Inc. in connection with providing general financial advisory to the Company. Kingswood is a broker-dealer registered under Section 15 of the US Securities Exchange Act of 1934 and state law and a member of the Financial Industry Regulatory Authority (“FINRA”). The Company issued 300,000 warrants to Kingswood exercisable at $ 1.00 for a period of three years . The fair value so the warrants issued was determined by using the Black-Scholes-Merton method of valuation and resulted in the Company recording $ 1,592,517 of consulting expense on its books. 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, 2021 | |
Operating Leases | |
Operating Leases | Note 8 – 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 then 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, 2021 and 2020, the Company paid lease obligations $ 78,055 and $ 80,635 , respectively, under the Sublease. On September 30, 2021, the lease term ended and the Company vacated the premises. 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 3,900 2 12,096 7,800 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 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: Schedule of Lease Expenses For the Nine For the Nine September 30, 2021 September 30, 2020 Operating lease $ 78,055 $ 88,435 Sublease income - (12,900 ) Total net lease cost $ 78,055 $ 75,535 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related Leases For the Nine For the Nine September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ - $ (69,307 ) ROU assets obtained in exchange for lease liabilities: Operating leases $ - $ 173,938 Weighted average remaining lease term (in years): Operating leases 3.83 3.20 Weighted average discount rate: Operating leases 12 % 12 % The following table presents the maturity of the Company’s lease liabilities as of September 30, 2021: Schedule of Maturities of Operating Lease Liabilities For the twelve months ending September 30: 2022 $ 48,054 2023 49,015 2024 49,996 2025 34,711 2026 - Future minimum lease payments 181,776 Less: Imputed interest (35,493 ) Present value $ 146,283 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 9 – 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 0.0001 All share and per share amounts for the common stock have been stated to give effect to the reverse split. 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”). A portion of the Series A has been allocated and will be issued upon the occurrence of an uplisting to a major stock exchange and subject to minimum volume requirement and any required underwriter lockup. As of September 30, 2021 and December 31, 2020, there were 235,772 173,974 As of September 30, 2021 and December 31, 2020, there were 2,900 0 As of September 30, 2021 and December 31, 2020, there were 6,494,792 3,506,752 The following is a summary of the Company’s option activity: Summary of Stock Option Activity Options Weighted Average Exercise Price (as converted) Outstanding – December 31, 2020 789,250 $ 1.75 Exercisable – December 31, 2020 451,448 $ 2.69 Granted 300,000 $ 0.25 Exercised - $ - Forfeited/Cancelled (242,500 ) $ - Outstanding – September 30, 2021 846,750 $ 1.54 Exercisable – September 30, 2021 846,750 $ 1.54 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 18.80 846,750 1.93 years $ 1.54 846,750 $ 1.54 At September 30, 2021, the total intrinsic value of options outstanding and exercisable was $ 790,625. During the nine months ended September 30, 2021 and 2020, the Company recorded total stock-based compensation expense related to options of approximately $ 343,989 and $ 310,423 , respectively. The unrecognized compensation expense at September 30, 2021 was approximately $ 77,858 . Stock Warrants The following is a summary of the Company’s warrant activity: Summary of Stock Warrants Activity Warrants Weighted (as converted) Outstanding – December 31, 2020 10,300,000 $ 3.00 Exercisable – December 31, 2020 10,300,000 $ 3.00 Granted 700,000 $ 0.86 Exercised - $ - Forfeited/Cancelled - $ - Outstanding – September 30, 2021 11,000,000 $ 2.92 Exercisable – September 30, 2021 10,600,000 $ 2.94 Schedule of Information Regarding Stock Warrants Outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.50 3.00 11,000,000 1.29 $ 2.92 10,600,000 $ 2.94 At September 30, 2021 the total intrinsic value of warrants outstanding and exercisable was $ 17,450,000. On March 24, 2021 the Company entered into an agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark Investments, Inc. in connection with providing general financial advisory to the Company. The Company issued 300,000 1.00 three years 1,592,517 On March 29, 2021 the Company filed a Form D – Notice of Exempt Offerings of Securities with the Securities and Exchange Commission. The total offering amount was $ 5,000,000 1,700,000 170,000 On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”) with Leviston Resources LLC (“Leviston”) dated March 26, 2021, pursuant to which the Company sold to Leviston, and the Leviston purchased from the Company, 5,000 0.0001 5,400,000 5,000 March 26, 2023 0.0001 1,000 5,000 March 26, 2024 1,000 5,000,000 2,000,000 500,000 2,500,000 On July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results: The Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance. On March 29, 2021, the Registrant filed with the Delaware Secretary of State a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) pursuant to which the Registrant’s Board of Directors, pursuant to authority granted under the Registrant’s Amended and Restated Certificate of Incorporation, designated 20,000 5,000,000 Each share of Series B Preferred Stock has a stated value of $ 1,080 993 |
Credit Risk
Credit Risk | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Credit Risk | Note 10 – 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, 2021 and December 31, 2020, 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, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On October 25, 2021, Creek Road Miners officially pivoted its business to cryptocurrency mining, with the completion of its first facility, start of operations, and recognition of its first revenue from Bitcoin. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 29, 2021. |
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, 2021 and December 31, 2020, the aggregate non-controlling interest in ButtaFyngas was ($ 12,498 |
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, 2021 and December 31, 2020, the allowance for doubtful accounts was $0. |
Inventories | Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: Schedule of Inventories September 30, 2021 December 31, 2020 Finished goods $ 133,061 $ 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: Schedule of Estimated Useful Lives of Property 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 amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset, which has been determined to be ten ( 10 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. No impairment has been recorded as of September 30, 2021. The Company sold the Jevo assets and liabilities including the intangible assets resulting in $ 0 |
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 |
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 For the three and nine months ended September 30, 2021 and 2020, the Company recognized $ 0 As of September 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 As of September 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 224,241 |
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, 2021 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. Schedule Disaggregation of Revenue from Contracts with Customers For the Nine Months Ended September 30, 2021 September 30, 2020 Conventions $ - $ 2,608,678 Virtual 229,170 1,216,686 Vault 362,303 191,906 Jevo 162,824 2,607 Total revenue $ 754,297 $ 4,019,877 |
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 $ 70,673 0 |
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 require 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, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No 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 2018. |
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: Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 546,750 792,750 Common stock warrants 11,000,000 1,133,333 Total contingent shares issuance arrangement, stock options or warrants 12,380,083 2,759,416 |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740): “Simplifying the Accounting for Income Taxes” |
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 August 2020, the FASB issued ASU 2020-06, Debt—” Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” 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. |
Organization and Operations (Ta
Organization and Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the assets and liabilities in the transaction | Schedule of the assets and liabilities in the transaction Current assets $ 39,000 Inventory 193,000 Fixed assets, net 18,000 Intangible assets 123,000 Payable to Creek Road Miners Inc. (1,305,000 ) |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Schedule of Inventories September 30, 2021 December 31, 2020 Finished goods $ 133,061 $ 220,641 |
Schedule of Estimated Useful Lives of Property | Schedule of Estimated Useful Lives of Property 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 | Schedule Disaggregation of Revenue from Contracts with Customers For the Nine Months Ended September 30, 2021 September 30, 2020 Conventions $ - $ 2,608,678 Virtual 229,170 1,216,686 Vault 362,303 191,906 Jevo 162,824 2,607 Total revenue $ 754,297 $ 4,019,877 |
Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants | Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants Contingent shares issuance For the Nine Months For the Nine Months Convertible note 833,333 833,333 Common stock options 546,750 792,750 Common stock warrants 11,000,000 1,133,333 Total contingent shares issuance arrangement, stock options or warrants 12,380,083 2,759,416 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment September 30, 2021 September 30, 2020 Computer Equipment $ 43,097 $ 36,526 Equipment 1,590,662 474,068 Furniture and Fixtures 65,465 63,925 Vehicles - 15,000 Leasehold Improvements 22,495 27,095 Property and equipment, gross 1,721,719 616,614 Less: Accumulated depreciation (575,488 ) (550,941 ) Property and equipment, net $ 1,146,231 $ 65,673 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
Schedule of Lease Expenses | Schedule of Lease Expenses For the Nine For the Nine September 30, 2021 September 30, 2020 Operating lease $ 78,055 $ 88,435 Sublease income - (12,900 ) Total net lease cost $ 78,055 $ 75,535 |
Schedule of Supplemental Cash Flow and Other Information Related Leases | Schedule of Supplemental Cash Flow and Other Information Related Leases For the Nine For the Nine September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ - $ (69,307 ) ROU assets obtained in exchange for lease liabilities: Operating leases $ - $ 173,938 Weighted average remaining lease term (in years): Operating leases 3.83 3.20 Weighted average discount rate: Operating leases 12 % 12 % |
Schedule of Maturities of Operating Lease Liabilities | Schedule of Maturities of Operating Lease Liabilities For the twelve months ending September 30: 2022 $ 48,054 2023 49,015 2024 49,996 2025 34,711 2026 - Future minimum lease payments 181,776 Less: Imputed interest (35,493 ) Present value $ 146,283 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Stock Option Activity | Summary of Stock Option Activity Options Weighted Average Exercise Price (as converted) Outstanding – December 31, 2020 789,250 $ 1.75 Exercisable – December 31, 2020 451,448 $ 2.69 Granted 300,000 $ 0.25 Exercised - $ - Forfeited/Cancelled (242,500 ) $ - Outstanding – September 30, 2021 846,750 $ 1.54 Exercisable – September 30, 2021 846,750 $ 1.54 |
Schedule of Information Regarding Stock Options Outstanding | 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 18.80 846,750 1.93 years $ 1.54 846,750 $ 1.54 |
Summary of Stock Warrants Activity | Summary of Stock Warrants Activity Warrants Weighted (as converted) Outstanding – December 31, 2020 10,300,000 $ 3.00 Exercisable – December 31, 2020 10,300,000 $ 3.00 Granted 700,000 $ 0.86 Exercised - $ - Forfeited/Cancelled - $ - Outstanding – September 30, 2021 11,000,000 $ 2.92 Exercisable – September 30, 2021 10,600,000 $ 2.94 |
Schedule of Information Regarding Stock Warrants Outstanding | Schedule of Information Regarding Stock Warrants Outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.50 3.00 11,000,000 1.29 $ 2.92 10,600,000 $ 2.94 |
Schedule of the assets and liab
Schedule of the assets and liabilities in the transaction (Details) - USD ($) | Sep. 30, 2021 | Sep. 15, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Current assets | $ 4,201,896 | $ 2,217,487 | ||
Inventory | 133,031 | 220,641 | ||
Fixed assets, net | 1,146,231 | $ 58,501 | $ 65,673 | |
Jevo LLC [Member] | ||||
Current assets | $ 39,000 | |||
Inventory | 193,000 | |||
Fixed assets, net | 18,000 | |||
Intangible assets | $ 0 | 123,000 | ||
Payable to Creek Road Miners Inc. | $ (1,305,000) |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | Sep. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 06, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Gain on transaction | $ 1,130,740 | $ 1,130,740 | ||||
Jevo LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of assets | $ 1,500,000 | |||||
Gain on transaction | $ 1,130,740 | |||||
Asset Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Deferred revenue and other liabilities | $ 722,429 |
Going Concern Analysis (Details
Going Concern Analysis (Details Narrative) - USD ($) | Jul. 16, 2021 | Mar. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 04, 2021 | Mar. 29, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 602,077 | $ 743,826 | $ 4,924,157 | $ 1,317,883 | ||||
Cash Equivalents, at Carrying Value | 3,900,000 | 3,900,000 | ||||||
Working capital | $ 1,400,000 | $ 1,400,000 | $ 4,400,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Stock Issued During Period, Value, New Issues | $ 5,000,000 | $ 3,250,000 | $ 3,293,175 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Purchase price of securities | $ 5,000,000 | $ 2,000,000 | ||||||
Securities Purchase Agreement [Member] | Three Business Days from the Date [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Purchase price of securities | 500,000 | |||||||
Securities Purchase Agreement [Member] | On or Before the Date [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Purchase price of securities | $ 2,500,000 | |||||||
Series 1 Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Warrant to purchase of preferred stock | 1,000 | |||||||
Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock [Member] | Series 2 Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Warrant to purchase of preferred stock | 1,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, par value | $ 1,080 | |||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ||||||||
Issuance of common stock - net of offering costs, shares | 5,000 | |||||||
Preferred stock, par value | $ 0.0001 | |||||||
Stock Issued During Period, Value, New Issues | $ 5,400,000 | |||||||
Warrant to purchase of preferred stock | 5,000 | |||||||
Conversion of Stock, Description | The Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Finished goods | $ 133,061 | $ 220,641 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 2 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Schedule Disaggregation of Reve
Schedule Disaggregation of Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||
Total revenue | $ 148,397 | $ 601,042 | $ 754,297 | $ 4,019,838 |
Total revenue | 754,297 | 4,019,877 | ||
Conventions [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 2,608,678 | |||
Virtual [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 229,170 | 1,216,686 | ||
Vault [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 362,303 | 191,906 | ||
Jevo [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | $ 162,824 | $ 2,607 |
Schedule of Contingent Share Is
Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent shares issuance arrangement, stock options or warrants | 12,380,083 | 2,759,416 |
Convertible Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent shares issuance arrangement, stock options or warrants | 833,333 | 833,333 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent shares issuance arrangement, stock options or warrants | 546,750 | 792,750 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent shares issuance arrangement, stock options or warrants | 11,000,000 | 1,133,333 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 15, 2021 | Jun. 30, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest | $ 12,498 | $ 12,498 | |||
Intangible asset, useful life | 10 years | ||||
Percentage of shares in another entity | 50.00% | ||||
Due to CONtv joint venture | $ 0 | 224,241 | |||
Shipping and handling costs | 70,673 | $ 0 | |||
Accrued penalties and interest | 0 | 0 | |||
Operating Agreement [Member] | |||||
Recognized losses from the venture | $ 0 | $ 0 | 0 | ||
CON TV LLC [Member] | |||||
Percentage of shares in another entity | 10.00% | 10.00% | |||
Investment | $ 0 | $ 0 | |||
Jevo LLC [Member] | |||||
Intangible assets net | $ 0 | $ 123,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | |||
Computer Equipment | $ 43,097 | $ 36,526 | |
Equipment | 1,590,662 | 474,068 | |
Furniture and Fixtures | 65,465 | 63,925 | |
Vehicles | 15,000 | ||
Leasehold Improvements | 22,495 | 27,095 | |
Property and equipment, gross | 1,721,719 | 616,614 | |
Less: Accumulated depreciation | (575,488) | (550,941) | |
Property and equipment, net | $ 1,146,231 | $ 58,501 | $ 65,673 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 25,958 | $ 17,022 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Sep. 22, 2021USD ($) | Mar. 29, 2021USD ($) | Aug. 03, 2020USD ($)shares | Jul. 31, 2020shares | Dec. 19, 2019USD ($) | Nov. 22, 2018USD ($)shares | Dec. 29, 2016USD ($)shares | Dec. 01, 2016USD ($)shares | Jul. 01, 2016USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)Integer$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||||
Stock options granted to purchase of common stock | shares | 300,000 | ||||||||||||||||
Consulting expense | $ 1,142,787 | $ 145,190 | $ 3,657,113 | $ 371,350 | |||||||||||||
Shares issued during period, value | $ 5,000,000 | $ 3,250,000 | 3,293,175 | ||||||||||||||
Operating Lease, Payments | $ 69,307 | ||||||||||||||||
Fair Value Adjustment of Warrants | $ 1,448,293 | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |||||||||||||||
Due to Contv joint venture | $ 0 | $ 0 | $ 224,241 | ||||||||||||||
CON TV LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||
Investment | $ 0 | $ 0 | 0 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 2,433,340 | 2,556,040 | |||||||||||||||
Shares issued during period, value | $ 243 | $ 255 | |||||||||||||||
Series A Warrants [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
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 | Dec. 1, 2021 | |||||||||||||||
Warrant exercise price decrease | $ / shares | $ 0.25 | ||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | ||||||||||||||||
Warrant to purchase shares of common stock | shares | 833,333 | 833,333 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Warrant expiring date | Dec. 1, 2021 | Dec. 1, 2021 | |||||||||||||||
Gross proceeds from exercise of warrants | $ 1,667 | ||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrant to purchase shares of common stock | shares | 3,000,000 | 3,000,000 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 2.50 | $ 2.50 | |||||||||||||||
Warrant exercise price decrease | $ / shares | $ 0.25 | ||||||||||||||||
Fair Value Adjustment of Warrants | $ 545,336 | ||||||||||||||||
[custom:WarrantExpiringDate] | Dec. 1, 2024 | ||||||||||||||||
Debenture [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2018 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Debt conversion price per share | $ / shares | 0.25 | $ 0.25 | |||||||||||||||
Average trading price percentage | 50.00% | ||||||||||||||||
Trading days | Integer | 20 | ||||||||||||||||
Debenture [Member] | Common Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt conversion price per share | $ / shares | $ 3 | $ 3 | |||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 2,500,000 | |||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2021 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||
Debt conversion price per share | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||||||
Average trading price percentage | 50.00% | ||||||||||||||||
Bristol Capital Advisors, LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 5 years 3 months 18 days | ||||||||||||||||
Operating Lease, Payments | $ 8,118 | ||||||||||||||||
[custom:OperatingSubleaseRentExpense] | $ 78,055 | $ 80,635 | $ 78,055 | 80,635 | |||||||||||||
CEO [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Loan from officer | $ 100,000 | ||||||||||||||||
Total loan amount | $ 0 | $ 0 | 0 | ||||||||||||||
John D. Maatta [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 35,074 | ||||||||||||||||
Deferred compensation outstanding | shares | 85,868 | ||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 22,500 | ||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | 2018 Bristol Shares [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 88,125 | ||||||||||||||||
Board of Directors [Member] | Bristol Capital, LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed | $ 384,375 | ||||||||||||||||
Board of Directors [Member] | Bristol Capital, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 38,438 | ||||||||||||||||
Board And Employee Options [Member] | Debenture [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||
Employee Options [Member] | Convertible Debenture [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||
K2PC Consulting LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period, value, issued for services | $ 200,000 | ||||||||||||||||
Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt monthly fee | $ 18,750 | ||||||||||||||||
Stock options granted to purchase of common stock | shares | 30,000 | ||||||||||||||||
Consulting expense | $ 168,750 | 131,250 | |||||||||||||||
Accrued consulting expense | $ 168,750 | 168,750 | 0 | ||||||||||||||
Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | Board of Directors [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 210,982 | ||||||||||||||||
Shares issued during period, value | $ 496,875 | ||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period, value, issued for services | $ 200,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 246,981 | 246,981 | 510,384 | ||||||||||||||
Securities Purchase Agreement [Member] | Board of Directors [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
[custom:CashPurchasePriceOfSecuritiesComprising] | $ 2,500,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 25,400 | ||||||||||||||||
Legal Fees | $ 25,400 | ||||||||||||||||
Securities Purchase Agreement [Member] | Board of Directors [Member] | Bristol Investment Fund, Ltd [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Convertible debt owed shares | shares | 25,000 | ||||||||||||||||
Shares issued during period, value | $ 85,000 | ||||||||||||||||
[custom:CashPurchasePriceOfSecuritiesComprising] | 2,500,000 | ||||||||||||||||
Repayments of Debt | 25,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 25,791 | ||||||||||||||||
Operating Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Recognized losses from the venture | $ 0 | $ 0 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 09, 2020 | Mar. 27, 2020 | Sep. 30, 2021 | Feb. 25, 2021 | Dec. 31, 2020 | Apr. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
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] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Loans payable | 197,662 | $ 197,662 | $ 197,600 | |||
Loan Agreement SBA [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Loans payable | $ 149,900 | $ 149,900 | ||||
Proceeds from loan | $ 149,900 | |||||
Accrue interest percentage | 3.75% | |||||
Debt maturity description | mature in June 2050 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 24, 2021 | Mar. 02, 2021 | Feb. 20, 2021 | Sep. 30, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | |||
Financial Advisory Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Class of Warrant or Right, Outstanding | 300,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||
[custom:WarrantTerm] | 3 years | |||
[custom:ConsultingExpense] | $ 1,592,517 | |||
Mr. Maatta [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Debt Instrument, Fee Amount | $ 10,000 | |||
Mr. Maatta [Member] | Series A Preferred Stock [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,500 | |||
Chief Executive Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Annual base salary | $ 250,000 | |||
Chief Financial Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Annual base salary | $ 120,000 |
Schedule of Lease Expenses (Det
Schedule of Lease Expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leases | ||
Operating lease | $ 78,055 | $ 88,435 |
Sublease income | (12,900) | |
Total net lease cost | $ 78,055 | $ 75,535 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information Related Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Leases | ||
Operating Lease, Payments | $ (69,307) | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 173,938 | |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 9 months 29 days | 3 years 2 months 12 days |
Operating Lease, Weighted Average Discount Rate, Percent | 12.00% | 12.00% |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) | Sep. 30, 2021USD ($) |
Operating Leases | |
2022 | $ 48,054 |
2023 | 49,015 |
2024 | 49,996 |
2025 | 34,711 |
2026 | |
Future minimum lease payments | 181,776 |
Less: Imputed interest | (35,493) |
Present value | $ 146,283 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | Apr. 28, 2020 | Jul. 01, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Operating sublease, monthly payment | $ 69,307 | |||||
Lease Agreement [Member] | Third Party [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Operating sublease, term | 5 years | |||||
Operating sublease, monthly payment | $ 3,900 | |||||
Rent expenses | $ 12,096 | $ 7,800 | ||||
Operating lease, escalation clause | 2.00% | |||||
Bristol Capital Advisors, LLC [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Operating sublease, term | 5 years 3 months 18 days | |||||
Operating sublease, monthly payment | $ 8,118 | |||||
Rent expenses | $ 78,055 | $ 80,635 | $ 78,055 | $ 80,635 | ||
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 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of options, Outstanding at the beginning of the period | shares | 789,250 |
Weighted Average Exercise Price, Outstanding at the beginning of the period | $ / shares | $ 1.75 |
Number of options, Exercisable at beginning of the period | shares | 451,448 |
Weighted Average Exercise Price, Exercisable at beginning of the period | $ / shares | $ 2.69 |
Number of options, Granted | shares | 300,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.25 |
Number of options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of options, Forfeited/Cancelled | shares | (242,500) |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Number of options, Outstanding at the end of the period | shares | 846,750 |
Weighted Average Exercise Price, Outstanding at the end of the period | $ / shares | $ 1.54 |
Number of options, Exercisable at end of the period | shares | 846,750 |
Weighted Average Exercise Price, Exercisable at end of the period | $ / shares | $ 1.54 |
Schedule of Information Regardi
Schedule of Information Regarding Stock Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.25 |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 18.80 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 846,750 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 4 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.54 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 846,750 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.54 |
Summary of Stock Warrants Activ
Summary of Stock Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, Outstanding at the beginning of the period | shares | 10,300,000 |
Weighted Average Exercise Price, Outstanding at the beginning of the period | $ / shares | $ 3 |
Number of warrants, Exercisable at beginning | shares | 10,300,000 |
Weighted Average Exercise Price, Exercisable at the beginning of the period | $ / shares | $ 3 |
Number of warrants, Granted | shares | 700,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.86 |
Number of warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of warrants, Forfeited/Cancelled | shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Number of warrants, Outstanding at the end of the period | shares | 11,000,000 |
Weighted Average Exercise Price, Outstanding at the end of the period | $ / shares | $ 2.92 |
Number of warrants, Exercisable at end of the period | shares | 10,600,000 |
Weighted Average Exercise Price, Exercisable at end of the period | $ / shares | $ 2.94 |
Schedule of Information Regar_2
Schedule of Information Regarding Stock Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding | 11,000,000 | 10,300,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 1 year 3 months 14 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 2.92 | $ 3 |
Warrants Exercisable | 10,600,000 | 10,300,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ 2.94 | $ 3 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants, Range of Exercise Price | 0.50 | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants, Range of Exercise Price | $ 3 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Jul. 16, 2021 | Mar. 29, 2021 | Mar. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 29, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Reverse stock split description | one-for-twenty | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Capital Units, Authorized | 105,000,000 | 105,000,000 | ||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 6,494,792 | 6,494,792 | 3,506,752 | |||||
Common stock shares outstanding | 6,494,792 | 6,494,792 | 3,506,752 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 790,625 | $ 790,625 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 77,858 | 77,858 | ||||||
Shares issued during period, value | $ 5,000,000 | $ 3,250,000 | 3,293,175 | |||||
Proceeds from issuance of offering | 1,700,000 | |||||||
Commission | $ 170,000 | |||||||
Financial Advisory Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants issued | 300,000 | |||||||
Warrants exercise price | $ 1 | |||||||
Term of warrant | 3 years | |||||||
Consulting expenses | $ 1,592,517 | |||||||
Share-based Payment Arrangement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share-based Payment Arrangement, Expense | $ 343,989 | $ 310,423 | ||||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Capital Units, Authorized | 500,000 | 500,000 | ||||||
Preferred stock, shares issued | 235,772 | 235,772 | 173,974 | |||||
Preferred stock, shares outstanding | 235,772 | 235,772 | 173,974 | |||||
Series B Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock par value | $ 1,080 | |||||||
Preferred stock, shares issued | 2,900 | 2,900 | 0 | |||||
Preferred stock, shares outstanding | 2,900 | 2,900 | 0 | |||||
Designated shares | 20,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Accrued dividends | $ 993 | |||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement II [Member] | Leviston Resources LLC [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock par value | $ 0.0001 | |||||||
Preferred stock par value | $ 0.0001 | |||||||
Shares issued during period, value | $ 5,400,000 | |||||||
Issuance of common stock net of offering costs, shares | 5,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Capital Units, Authorized | 100,000,000 | 100,000,000 | ||||||
Shares issued during period, value | $ 243 | $ 255 | ||||||
Issuance of common stock net of offering costs, shares | 2,433,340 | 2,556,040 | ||||||
Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Capital Units, Authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock par value | $ 0.0001 | |||||||
Shares issued during period, value | $ 5,400,000 | |||||||
Issuance of common stock net of offering costs, shares | 5,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,000 | |||||||
Stock coversion description | The Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance. | |||||||
Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 17,450,000 | $ 17,450,000 | ||||||
Warrant [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement II [Member] | Leviston Resources LLC [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant expiring date | Mar. 26, 2023 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,000 | |||||||
Aggregate purchase price | $ 5,000,000 | |||||||
Warrant [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement II [Member] | Leviston Resources LLC [Member] | Closing Date [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Aggregate purchase price | 2,000,000 | |||||||
Purchase price issuable upon exercise of warrants | 500,000 | |||||||
Purchase price payables | $ 2,500,000 | |||||||
Series 1 Warrants [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement II [Member] | Leviston Resources LLC [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant expiring date | Mar. 26, 2024 | |||||||
Number of common stock acquired shares | $ 1,000 | |||||||
Series 2 Warrants [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement II [Member] | Leviston Resources LLC [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of common stock acquired shares | $ 1,000 |