Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 16, 2020 | |
Document Information [Line Items] | ||
Entity Registrant Name | CFN ENTERPRISES INC. | |
Entity Central Index Key | 0001352952 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 104,792,209 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 107,519 | $ 107,727 |
Restricted cash | 20,000 | |
Accounts receivable, net | 42,837 | 72,649 |
Inventory | 38,427 | |
Prepaid expenses and other current assets | (4,665) | (4,136) |
Total current assets | 213,448 | 184,512 |
Other assets | ||
Property and equipment | 8,428 | 3,020 |
Total other assets | 8,428 | 3,020 |
Total assets | 221,876 | 187,532 |
Current liabilities | ||
Accounts payable and accrued expenses | 816,213 | 261,539 |
Deferred revenues | 49,124 | 15,734 |
Current portion of long-term debt | 144,327 | |
Current liabilities of discontinued operations | 79,823 | 99,695 |
Total current liabilities | 1,089,487 | 376,968 |
Long-term notes payable, net of current portion and discounts | 757,255 | 484,177 |
Total liabilities | 1,846,742 | 861,145 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 104,792,209 and 99,679,709 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 104,792 | 99,679 |
Additional paid-in capital | 34,281,838 | 34,031,326 |
Accumulated deficit | (36,011,500) | (34,721,149) |
Accumulated other comprehensive income | (83,473) | |
Total stockholders' deficit | (1,624,866) | (673,613) |
Total liabilities and stockholders' deficit | 221,876 | 187,532 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock | $ 3 | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred Stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 2,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 104,792,209 | 99,679,709 |
Common stock, shares outstanding (in shares) | 104,792,209 | 99,679,709 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500 | 500 |
Preferred stock, shares issued (in shares) | 500 | 500 |
Preferred stock, shares outstanding (in shares) | 500 | 500 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Preferred stock, shares issued (in shares) | 3,000 | 3,000 |
Preferred stock, shares outstanding (in shares) | 3,000 | 3,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net revenues | $ 154,369 | $ 568,992 | $ 349,071 | $ 631,712 |
Cost of revenue | 128,885 | 381,277 | 414,154 | 414,726 |
Gross profit (loss) | 25,484 | 187,715 | (65,083) | 216,986 |
Operating expenses: | ||||
Selling, general and administrative | 307,069 | 600,663 | 906,739 | 1,495,492 |
Total operating expenses | 307,069 | 600,663 | 906,739 | 1,495,492 |
Loss from operations | (281,585) | (412,948) | (971,822) | (1,278,506) |
Other income (expense): | ||||
Interest expense | (13,560) | (2,514) | (38,055) | (2,514) |
Loss on extinguishment of debt | (30,069) | (30,069) | ||
Other income | 10,000 | 10,000 | ||
Interest income | 2 | 19 | 17 | 131 |
Total other income (expense) | (33,627) | (2,495) | (58,107) | (2,383) |
Net loss before provision for income taxes | (315,212) | (415,443) | (1,029,929) | (1,280,889) |
Provision for income taxes | ||||
Net loss from continuing operations | (315,212) | (415,443) | (1,029,929) | (1,280,889) |
Gain (loss) from discontinued operations, net of tax | (80,422) | 1,113 | (80,422) | 14,471,162 |
Net income (loss) | (395,634) | (414,330) | (1,110,351) | 13,190,273 |
Preferred stock interest | 60,000 | 60,000 | 180,000 | 66,575 |
Net income (loss) available to common shareholders | $ (455,634) | $ (474,330) | $ (1,290,351) | $ 13,123,698 |
Net loss from continuing operations per share, basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.02) |
Net income (loss) from discontinued operations per share, basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.18 |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 102,808,921 | 99,679,709 | 100,814,828 | 78,696,193 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income (loss) | $ (395,634) | $ (414,330) | $ (1,110,351) | $ 13,190,273 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (13,050) | (456) | (9,568) | |
Total other comprehensive income (loss), net of tax | (13,050) | (456) | (9,568) | |
Comprehensive income (loss) | $ (395,634) | $ (427,380) | $ (1,110,807) | $ 13,180,705 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2018 | 66,179,709 | ||||||
Balance at Dec. 31, 2018 | $ 66,179 | $ 29,498,125 | $ (42,960,124) | $ (77,355) | $ (13,473,175) | ||
Preferred stock interest | (66,575) | (66,575) | |||||
Net income (loss) | 13,190,273 | 13,190,273 | |||||
Foreign currency translation | (9,568) | (9,568) | |||||
Fair value of warrants issued with promissory notes | 62,294 | 62,294 | |||||
Net income (loss) | 13,190,273 | 13,190,273 | |||||
Foreign currency translation | (9,568) | (9,568) | |||||
Fair value of options and restricted stock awards | 70,963 | 70,963 | |||||
Fair value of warrants | 126,810 | 126,810 | |||||
Fair value of repricing adjustment | 104,638 | 104,638 | |||||
Conversion of debt into Series A Preferred Stock | $ 1 | 499,999 | 500,000 | ||||
Issuance of Series B Preferred Stock for acquisition of CFN (in shares) | 3,000 | ||||||
Issuance of Series B Preferred Stock for acquisition of CFN | $ 3 | 686,997 | 687,000 | ||||
Issuance of common stock for acquisition of CFN (in shares) | 30,000,000 | ||||||
Issuance of common stock for acquisition of CFN | $ 30,000 | 2,670,000 | 2,700,000 | ||||
Issuance of common stock as payment of interest (in shares) | 3,500,000 | ||||||
Issuance of common stock as payment of interest | $ 3,500 | 311,500 | 315,000 | ||||
Balance (in shares) at Sep. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Sep. 30, 2019 | $ 1 | $ 3 | $ 99,679 | 34,031,326 | (29,836,426) | (86,923) | 4,207,660 |
Balance (in shares) at Jun. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Jun. 30, 2019 | $ 1 | $ 3 | $ 99,679 | 34,013,702 | (29,362,096) | (73,873) | 4,677,416 |
Preferred stock interest | (60,000) | (60,000) | |||||
Net income (loss) | (414,330) | (414,330) | |||||
Foreign currency translation | (13,050) | (13,050) | |||||
Fair value of warrants issued with promissory notes | 17,624 | 17,624 | |||||
Net income (loss) | (414,330) | (414,330) | |||||
Foreign currency translation | (13,050) | (13,050) | |||||
Balance (in shares) at Sep. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Sep. 30, 2019 | $ 1 | $ 3 | $ 99,679 | 34,031,326 | (29,836,426) | (86,923) | 4,207,660 |
Balance (in shares) at Dec. 31, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Dec. 31, 2019 | $ 1 | $ 3 | $ 99,679 | 34,031,326 | (34,721,149) | (83,473) | (673,613) |
Share-based compensation (in shares) | 312,500 | ||||||
Share-based compensation | $ 313 | 15,312 | 15,625 | ||||
Shares issued as payment of accounts payable and accrued interest (in shares) | 4,800,000 | ||||||
Shares issued as payment of accounts payable and accrued interest | $ 4,800 | 235,200 | 240,000 | ||||
Preferred stock interest | (180,000) | (180,000) | |||||
Net income (loss) | (1,110,351) | (1,110,351) | |||||
Foreign currency translation | 83,473 | 83,473 | |||||
Net income (loss) | (1,110,351) | (1,110,351) | |||||
Foreign currency translation | 83,473 | 83,473 | |||||
Fair value of repricing adjustment | |||||||
Balance (in shares) at Sep. 30, 2020 | 500 | 3,000 | 104,792,209 | ||||
Balance at Sep. 30, 2020 | $ 1 | $ 3 | $ 104,792 | 34,281,838 | (36,011,500) | (1,624,866) | |
Balance (in shares) at Jun. 30, 2020 | 500 | 3,000 | 99,929,709 | ||||
Balance at Jun. 30, 2020 | $ 1 | $ 3 | $ 99,929 | 34,035,933 | (35,555,866) | (83,929) | (1,503,929) |
Share-based compensation (in shares) | 62,500 | ||||||
Share-based compensation | $ 63 | 10,705 | 10,768 | ||||
Shares issued as payment of accounts payable and accrued interest (in shares) | 4,800,000 | ||||||
Shares issued as payment of accounts payable and accrued interest | $ 4,800 | 235,200 | 240,000 | ||||
Preferred stock interest | (60,000) | (60,000) | |||||
Net income (loss) | (395,634) | (395,634) | |||||
Foreign currency translation | 83,929 | 83,929 | |||||
Net income (loss) | (395,634) | (395,634) | |||||
Foreign currency translation | 83,929 | 83,929 | |||||
Balance (in shares) at Sep. 30, 2020 | 500 | 3,000 | 104,792,209 | ||||
Balance at Sep. 30, 2020 | $ 1 | $ 3 | $ 104,792 | $ 34,281,838 | $ (36,011,500) | $ (1,624,866) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,110,351) | $ 13,190,273 |
Gain (loss) from discontinued operations | (80,422) | 14,471,162 |
Net loss from continuing operations | (1,029,929) | (1,280,889) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Restricted stock awards | 60,000 | |
Depreciation and amortization | 1,225 | 565 |
Loss on extinguishment of debt | 30,069 | |
Share-based compensation | 15,625 | |
Amortization of deferred financing cost | 4,405 | 322 |
Provision for bad debt | 20,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,812 | (231,503) |
Inventory | (38,427) | |
Prepaid expenses and other current assets | (529) | (3,401) |
Accounts payable and accrued expenses | 644,606 | 186,572 |
Deferred revenue | 33,390 | 45,041 |
Net cash used in operating activities of continuing operations | (309,754) | (1,223,293) |
Net cash used in operating activities of discontinued operations | (16,365) | (4,930,689) |
Net cash used in operating activities | (326,119) | (6,153,982) |
Cash flows from investing activities | ||
Purchase of property and equipment | (6,633) | (1,751) |
Payments for acquisition of subsidiary | (420,000) | |
Net cash used in investing activities of continuing operations | (6,633) | (421,751) |
Net cash provided by investing activities of discontinued operations | 20,892,667 | |
Net cash provided by (used in) investing activities | (6,633) | 20,470,916 |
Cash flows from financing activities | ||
Proceeds from notes payable | 413,000 | 500,000 |
Payment of preferred stock interest | (60,000) | (35,000) |
Net cash provided by financing activities of continuing operations | 353,000 | 465,000 |
Net cash used in financing activities of discontinued operations | (13,872,514) | |
Net cash provided by (used in) financing activities | 353,000 | (13,407,514) |
Effect of exchange rate fluctuations on cash | (456) | (11,281) |
Net change in cash and restricted cash | 19,792 | 898,139 |
Cash and restricted cash, beginning of the period | 107,727 | 77,295 |
Cash and restricted cash, end of the period | 127,519 | 975,434 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 946,691 | |
Income taxes paid | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Fair value of warrants issued in connection with line of credit and promissory notes | 62,294 | |
Accrued payables and short-term note directly paid off by credit facility | 62,379 | |
Accrual of preferred stock interest | 120,000 | 31,575 |
Warrant repricing adjustment | 104,638 | |
Conversion of notes payable to Series A Preferred Stock | 500,000 | |
Issuance of common stock for payment of accrued preferred stock interest | 104,931 | |
Issuance of common stock as payment of accounts payable and accrued expenses | 105,000 | |
Common Stock [Member] | ||
Cash flows from operating activities | ||
Net income (loss) | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Warrant repricing adjustment | ||
Issuance of Stock for acquisition of subsidiary | 2,700,000 | |
Series B Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Issuance of Stock for acquisition of subsidiary | $ 687,000 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1: Organization CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005 October 22, 2019, On May 15, 2019, $19,400,000 $500,000 first three 30% $13,750,000 120 second third June 18, 2019, $20,892,667, As of the closing date, Constellation acquired all of the assets used by the Company in the CAKE Business and assumed the Company's post-closing obligations under certain vendor, customer and other commercial contracts related to the CAKE Business, including the Company's lease for its headquarters in Newport Beach, California. The Company's cash and cash equivalents, and the assets associated with its Accelerize trademark, are excluded from the sale of the CAKE Business. Constellation offered employment to certain of the Company's employees following the closing date. On May 15, 2019, $420,000 30,000,000 3,000 $3,000,000 6% 4 2 1933, June 20, 2019. Subsequent to the closing of the Asset Purchase Agreement on June 18, 2019, Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 The Company had working capital deficit of $876,039 $36,011,500 September 30, 2020. $1,029,929 nine September 30, 2020. Management's plan to continue as a going concern includes raising capital in the form of debt or equity, growing its existing business acquired under the Emerging Growth Agreement, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness cannabidiol, or CBD, products. On May 6, 2020, $263,000 $150,000 June 24, 2020 ( 5 twelve not These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not may COVID- 19 In March 2020, 19 not 19 Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the results of operations of the Company and Cake Marketing UK Ltd., or the Subsidiary. The Company discontinued its operations associated with its CAKE Business and the operations of its Subsidiary in May 2019. August 2020. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company's consolidated financial statements and notes thereto for the years ended December 31, 2019 2018, December 31, 2019 10 June 15, 2020. may September 30, 2020 not December 31, 2020. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2: Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these unaudited condensed consolidated financial statements to conform to current period classifications. The prior year amounts have also been reclassified in these financial statements to properly report amounts under current operations and discontinued operations (see Note 7 Segment Reporting The Company's sponsored content and marketing business acquired from Emerging Growth in June 2019 one September 30, 2020, not not Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three nine September 30, 2020 2019, $20,000 $0, September 30, 2020 December 31, 2019 $20,000 $0, Accounts Receivable The Company's account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not may September 30, 2020 December 31, 2019 $183,750 $163,750, Inventory The Company's inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost ( first first Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company's cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. The Company's accounts receivable are due from customers located in the United States and Canada. The Company had four 42.0%, 21.0%. 18.7% 11.7%, September 30, 2020. five 32.3%, 13.8%, 13.8%, 13.8% 10.3%, December 31, 2019. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, five 1 2 3 4 5 The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company's revenue is generated from the sale of promotional service packages to its customers ranging from 3 6 Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, 820. 820 ASC 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations amounted to $32,445 $148,738 three September 30, 2020 2019, $101,760 $160,029 nine September 30, 2020 2019, Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, no Foreign Currency Translation The Company's reporting currency is U.S. Dollars. The functional currency of the Company's Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments were recorded as a component of Accumulated Other Comprehensive Income (Loss). Upon dissolving the Subsidiary in August 2020, $83,929 three nine September 30, 2020. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five Long-Lived Assets In accordance with ASC 360 10, may not no three nine September 30, 2020 2019. Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2020, 3,160,000 5,256,944 September 30, 2019, 6,595,000 8,127,184 Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, 718. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not not 6, Recent Accounting Pronouncements In December 2019, 2019 12, Simplifying the Accounting for Income Taxes 740 Income Taxes 740. 740 740. December 15, 2021. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3: The Company's property and equipment relating to continuing operations consisted of the following at September 30, 2020 December 31, 2019. September 30, December 31, 2020 2019 (Unaudited) Computer equipment and software $ 12,546 $ 8,139 Furniture and equipment 2,227 - 14,773 8,139 Less: accumulated depreciation (6,345 ) (5,119 ) $ 8,428 $ 3,020 Depreciation expense from continuing operations for the three September 30, 2020 2019 $526 $368, nine September 30, 2020 2019 $1,225 $565, |
Note 4 - Acquisitons
Note 4 - Acquisitons | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4: On May 15, 2019, 1 June 20, 2019. $420,000 30,000,000 $2,700,000, 3,000 $687,000. $3,807,000. A summary of the purchase price allocation at fair value is below. Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 The intangible assets and goodwill acquired in this transaction were fully impaired at the end of 2019. The following are the unaudited pro forma results of operations for the nine September 30, 2019 January 1, 2019. three nine September 30, 2020, three September 30, 2019, not Pro Forma Combined Financials (Unaudited) Nine Months Ended September 30, 2019 Revenue from continuing operations $ 1,687,555 Net loss from continuing operations $ (1,160,045 ) Net loss from continuing operations per common share - basic and diluted $ (0.01 ) |
Note 5 - Notes Payable
Note 5 - Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 5: On September 10, 2019, $500,000 8% first December, March, June September December 1, 2019. September 30, 2022. In connection with the promissory note on September 10, 2019, 500,000 $0.10 September 10, 2024 $17,624 $1,479 $4,405 three nine September 30, 2020. September 30, 2020, $488,582 $500,000 $11,418. The warrants issued with the promissory note were valued using the Black-Scholes pricing method using the following assumptions below. Expected life in years 5 Stock price volatility 114.20% Risk free interest rate 1.58% Expected dividends None Estimated forfeiture rate None On May 6, 2020, $263,000 may may may No The interest rate on the Loan is 1.0% May 6, 2022. December 1, 2020 first May 1, 2022, $14,727 not September 30, 2020, 12 $144,327. On June 24, 2020, $150,000, 3.75% $731 12 30 Future scheduled maturities of long-term debt are as follows. Year Ended December 31, 2020 (remainder of) $ 13,221 2021 175,028 2022 574,751 2023 2,262 2024 3,285 2025 3,416 Thereafter 141,037 Total $ 913,000 The aggregate current portion of long-term debt as of September 30, 2020 $144,327, 12 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6: Common Stock During 2018, 240,000 $0.50 4 July 1, 2018 June 30, 2019. three nine September 30, 2019, $0 $60,000, no 2020. Effective April 3, 2020, 500,000 250,000 four July 1, 2020. three nine September 30, 2020, $4,632 $10,768, July 17, 2020, 187,500 Effective August 6, 2020, 4.8 $240,000 $209,931. $104,931 August 31, 2020, $105,000 $30,069 three nine September 30, 2020. Preferred Stock The Company is authorized to issue 2,000,000 $0.001 500 3,000 12% third 6% For the three September 30, 2020 2019, $60,000 $60,000, nine September 30, 2020 2019, $180,000 $66,575, Warrants The following summarizes the Company's warrant activity for the nine September 30, 2020. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at December 31, 2019 7,543,944 $ 0.50 3.37 Forfeited/cancelled (2,287,000 ) 0.90 Outstanding at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 Vested and expected to vest at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 Exercisable at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 During the nine September 30, 2019, 500,000 $0.15 January 25, 2024. $44,670, 2019. 7,935,000 2017 11 7,935,000 $104,638. June 18, 2019, The Company recorded expenses of $0 $37,691 three September 30, 2020 2019, $0 $126,810 nine September 30, 2020 2019, September 30, 2020, no Options The following summarizes the Company's stock option activity for the nine September 30, 2020. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at December 31, 2019 6,320,000 $ 0.33 2.45 Forfeited/cancelled (3,160,000 ) 0.33 Outstanding at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 Vested and expected to vest at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 Exercisable at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 The Company recorded expenses of $0 three September 30, 2020 2019 $0 $10,963 nine September 30, 2020 2019, September 30, 2020, no |
Note 7 - Discontinued Operation
Note 7 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 7: During May 2019, 1 In accordance with the provisions of ASC 205 20, September 30, 2020 December 31, 2019. September 30, December 31, 2020 2019 (Unaudited) Current liabilities of discontinued operations Accounts payable and accrued expenses $ 79,823 $ 99,695 Total current liabilities of discontinued operations $ 79,823 $ 99,695 In accordance with the provisions of ASC 205 20, three nine September 30, 2020 For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Net revenues $ - $ - $ - $ 9,001,307 Cost of revenue - - - 3,863,471 Gross profit - - - 5,137,836 Operating expenses: Research and development - - - 1,263,808 Sales and marketing - - - 2,016,637 General and administrative (3,507 ) (1,113 ) (3,507 ) 3,085,692 Total operating expenses (3,507 ) (1,113 ) (3,507 ) 6,366,137 Loss from operations 3,507 1,113 3,507 (1,228,301 ) Other income (expense): Gain on sale of discontinued operations - - - 19,473,080 Loss on foreign currency translation (83,929 ) - (83,929 ) , Interest income - - - 34 Interest expense - - - (3,773,651 ) Total other income (expense) (83,929 ) - (83,929 ) 15,699,463 Net income (loss) from discontinued operations before provision for income taxes (80,422 ) 1,113 (80,422 ) 14,471,162 Provision for (benefit from) income taxes - - - - Net income (loss) from discontinued operations $ (80,422 ) $ 1,113 $ (80,422 ) $ 14,471,162 |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8: Leases On June 20, 2019, one $1,500 August 5, 2020, June 20, 2019. September 1, 2020 one $4,500 one 3% 12 842. 12 The Company leased office space in Santa Monica, California under a short-term lease at $1,000 March 2020 no Term Sheet On April 3, 2020, July 17, 2020, Legal Proceedings From time to time, the Company may not |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 9: Effective October 13, 2020, $500,000 September 10, 2019 ( 5 1.65 $41,192 December 31, 2020. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Reclassification, Comparability Adjustment [Policy Text Block] | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these unaudited condensed consolidated financial statements to conform to current period classifications. The prior year amounts have also been reclassified in these financial statements to properly report amounts under current operations and discontinued operations (see Note 7 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company's sponsored content and marketing business acquired from Emerging Growth in June 2019 one September 30, 2020, not not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three nine September 30, 2020 2019, $20,000 $0, September 30, 2020 December 31, 2019 $20,000 $0, |
Receivable [Policy Text Block] | Accounts Receivable The Company's account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not may September 30, 2020 December 31, 2019 $183,750 $163,750, |
Inventory, Policy [Policy Text Block] | Inventory The Company's inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost ( first first |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company's cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. The Company's accounts receivable are due from customers located in the United States and Canada. The Company had four 42.0%, 21.0%. 18.7% 11.7%, September 30, 2020. five 32.3%, 13.8%, 13.8%, 13.8% 10.3%, December 31, 2019. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, five 1 2 3 4 5 The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company's revenue is generated from the sale of promotional service packages to its customers ranging from 3 6 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, 820. 820 ASC 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. |
Advertising Cost [Policy Text Block] | Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations amounted to $32,445 $148,738 three September 30, 2020 2019, $101,760 $160,029 nine September 30, 2020 2019, |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, no |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company's reporting currency is U.S. Dollars. The functional currency of the Company's Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments were recorded as a component of Accumulated Other Comprehensive Income (Loss). Upon dissolving the Subsidiary in August 2020, $83,929 three nine September 30, 2020. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets In accordance with ASC 360 10, may not no three nine September 30, 2020 2019. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2020, 3,160,000 5,256,944 September 30, 2019, 6,595,000 8,127,184 |
Share-based Payment Arrangement [Policy Text Block] | Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, 718. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 |
Warrants [Policy Text Block] | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not not 6, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In December 2019, 2019 12, Simplifying the Accounting for Income Taxes 740 Income Taxes 740. 740 740. December 15, 2021. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2020 2019 (Unaudited) Computer equipment and software $ 12,546 $ 8,139 Furniture and equipment 2,227 - 14,773 8,139 Less: accumulated depreciation (6,345 ) (5,119 ) $ 8,428 $ 3,020 |
Note 4 - Acquisitons (Tables)
Note 4 - Acquisitons (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma Combined Financials (Unaudited) Nine Months Ended September 30, 2019 Revenue from continuing operations $ 1,687,555 Net loss from continuing operations $ (1,160,045 ) Net loss from continuing operations per common share - basic and diluted $ (0.01 ) |
Note 5 - Notes Payable (Tables)
Note 5 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule Of Share Based Payment Award Warrants Valuation Assumptions [Table Text Block] | Expected life in years 5 Stock price volatility 114.20% Risk free interest rate 1.58% Expected dividends None Estimated forfeiture rate None |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ended December 31, 2020 (remainder of) $ 13,221 2021 175,028 2022 574,751 2023 2,262 2024 3,285 2025 3,416 Thereafter 141,037 Total $ 913,000 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at December 31, 2019 7,543,944 $ 0.50 3.37 Forfeited/cancelled (2,287,000 ) 0.90 Outstanding at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 Vested and expected to vest at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 Exercisable at September 30, 2020 (unaudited) 5,256,944 $ 0.33 3.81 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at December 31, 2019 6,320,000 $ 0.33 2.45 Forfeited/cancelled (3,160,000 ) 0.33 Outstanding at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 Vested and expected to vest at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 Exercisable at September 30, 2020 (unaudited) 3,160,000 $ 0.33 1.70 |
Note 7 - Discontinued Operati_2
Note 7 - Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | September 30, December 31, 2020 2019 (Unaudited) Current liabilities of discontinued operations Accounts payable and accrued expenses $ 79,823 $ 99,695 Total current liabilities of discontinued operations $ 79,823 $ 99,695 |
Disposal Groups, Including Discontinued Operations, Statements of Operations [Table Text Block] | For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Net revenues $ - $ - $ - $ 9,001,307 Cost of revenue - - - 3,863,471 Gross profit - - - 5,137,836 Operating expenses: Research and development - - - 1,263,808 Sales and marketing - - - 2,016,637 General and administrative (3,507 ) (1,113 ) (3,507 ) 3,085,692 Total operating expenses (3,507 ) (1,113 ) (3,507 ) 6,366,137 Loss from operations 3,507 1,113 3,507 (1,228,301 ) Other income (expense): Gain on sale of discontinued operations - - - 19,473,080 Loss on foreign currency translation (83,929 ) - (83,929 ) , Interest income - - - 34 Interest expense - - - (3,773,651 ) Total other income (expense) (83,929 ) - (83,929 ) 15,699,463 Net income (loss) from discontinued operations before provision for income taxes (80,422 ) 1,113 (80,422 ) 14,471,162 Provision for (benefit from) income taxes - - - - Net income (loss) from discontinued operations $ (80,422 ) $ 1,113 $ (80,422 ) $ 14,471,162 |
Note 1 - Organization and Bas_2
Note 1 - Organization and Basis of Presentation (Details Textual) - USD ($) | Jun. 24, 2020 | May 06, 2020 | Jun. 20, 2019 | Jun. 18, 2019 | May 15, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Payments to Acquire Businesses, Gross | $ 420,000 | |||||||||
Stock Issued During Period, Value, Acquisitions | 2,700,000 | |||||||||
Working Capital (Deficit) | $ (876,039) | (876,039) | ||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | (36,011,500) | (36,011,500) | $ (34,721,149) | |||||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | $ (315,212) | $ (415,443) | $ (1,029,929) | $ (1,280,889) | ||||||
Proceeds from Paycheck Protection Program Under CARES Act | $ 263,000 | |||||||||
Loan with SBA [Member] | ||||||||||
Proceeds from Issuance of Secured Debt | $ 150,000 | |||||||||
Common Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | ||||||||||
Stock Issued During Period, Value, Acquisitions | ||||||||||
Asset Purchase Agreement with CAKE Software [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 19,400,000 | |||||||||
Business Combination, Value, Adjustment to Term | $ 500,000 | |||||||||
Earnout as Percentage of Revenue, Net | 30.00% | |||||||||
Earnout Calculation Threshold Amount | $ 13,750,000 | |||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total | $ 20,892,667 | |||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 3,807,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 420,000 | $ 420,000 | ||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | ||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock and Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 3,000,000 | |||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | 30,000,000 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | |
Number of Reportable Segments | 1 | |||||
Restricted Cash and Cash Equivalents, Current, Total | $ 20,000 | $ 0 | $ 20,000 | $ 0 | $ 0 | $ 20,000 |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | 183,750 | 183,750 | $ 163,750 | 183,750 | ||
Cash, FDIC Insured Amount | 250,000 | 250,000 | $ 250,000 | |||
Foreign Currency Transaction Gain (Loss), before Tax, Total | (83,929) | $ (83,929) | ||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | $ 0 | $ 0 | ||
Share-based Payment Arrangement, Option [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 3,160,000 | 6,595,000 | ||||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 5,256,944 | 8,127,184 | ||||
Continuing Operations [Member] | ||||||
Advertising Expense | $ 32,445 | $ 148,738 | $ 101,760 | $ 160,029 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||
Concentration Risk, Percentage | 42.00% | 32.30% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||||||
Concentration Risk, Percentage | 21.00% | 13.80% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | ||||||
Concentration Risk, Percentage | 18.70% | 13.80% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Four [Member] | ||||||
Concentration Risk, Percentage | 11.70% | 13.80% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Five [Member] | ||||||
Concentration Risk, Percentage | 10.30% |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Depreciation, Total | $ 526 | $ 368 | $ 1,225 | $ 565 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 14,773 | $ 8,139 |
Furniture and equipment | 2,227 | |
Less: accumulated depreciation | (6,345) | (5,119) |
Property, Plant and Equipment, Net, Ending Balance | 8,428 | 3,020 |
Software Development [Member] | ||
Property and equipment, gross | $ 12,546 | $ 8,139 |
Note 4 - Acquisitons (Details T
Note 4 - Acquisitons (Details Textual) - USD ($) | Jun. 20, 2019 | May 15, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Payments to Acquire Businesses, Gross | $ 420,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||
Common Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||
Payments to Acquire Businesses, Gross | $ 420,000 | $ 420,000 | ||
Business Combination, Consideration Transferred, Total | $ 3,807,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | 30,000,000 | ||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 |
Note 4 - Acquisitons - Summary
Note 4 - Acquisitons - Summary of the Purchase Price Allocation at Fair Value (Details) - Asset Purchased Agreement with Emerging Growth LLC [Member] | May 19, 2019USD ($) |
Property and equipment | $ 2,183 |
Other intangible assets | 579,000 |
Goodwill | 3,225,817 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 3,807,000 |
Note 4 - Acquisitons - Unaudite
Note 4 - Acquisitons - Unaudited Pro Forma Results of Operations (Details) - Asset Purchased Agreement with Emerging Growth LLC [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / shares | |
Revenue from continuing operations | $ 1,687,555 |
Net loss from continuing operations | $ (1,160,045) |
Net loss from continuing operations per common share - basic and diluted (in dollars per share) | $ / shares | $ (0.01) |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details Textual) - USD ($) | Jun. 24, 2020 | May 06, 2020 | Sep. 10, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Long-term Debt, Total | $ 913,000 | $ 913,000 | ||||
Proceeds from Paycheck Protection Program Under CARES Act | $ 263,000 | |||||
Long-term Debt, Current Maturities, Total | 144,327 | 144,327 | ||||
Paycheck Protection Program CARES Act [Member] | ||||||
Debt Instrument, Periodic Payment, Total | $ 14,727 | |||||
Long-term Debt, Current Maturities, Total | 144,327 | 144,327 | ||||
Loan with SBA [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||
Debt Instrument, Periodic Payment, Total | $ 731 | |||||
Proceeds from Issuance of Secured Debt | $ 150,000 | |||||
Debt Instrument, Term (Year) | 30 years | |||||
Warrant In Connection With Promissory Note [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | |||||
Promissory Note Payable [Member] | ||||||
Proceeds from Long-term Lines of Credit | $ 500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Debt Instrument, Unamortized Discount, Total | $ 17,624 | 11,418 | 11,418 | |||
Amortization of Debt Discount (Premium) | 1,479 | 4,405 | ||||
Long-term Debt, Total | 488,582 | 488,582 | ||||
Long-term Debt, Gross | $ 500,000 | $ 500,000 |
Note 5 - Notes Payable - Assump
Note 5 - Notes Payable - Assumptions Used to Determine Fair Value of Warrants Granted (Details) - Minimum [Member] - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Expected life in years (Year) | 5 years |
Stock price volatility | 114.20% |
Risk free interest rate | 1.58% |
Note 5 - Notes Payable - Schedu
Note 5 - Notes Payable - Schedule Maturities of Long-term Debt (Details) | Sep. 30, 2020USD ($) |
2020 (remainder of) | $ 13,221 |
2021 | 175,028 |
2022 | 574,751 |
2023 | 2,262 |
2024 | 3,285 |
2025 | 3,416 |
Thereafter | 141,037 |
Total | $ 913,000 |
Note 6 - Stockholders' Defici_2
Note 6 - Stockholders' Deficit (Details Textual) | Aug. 06, 2020USD ($)shares | Jul. 17, 2020shares | Apr. 03, 2020shares | May 15, 2019 | Aug. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019$ / sharesshares |
Dividends, Preferred Stock, Total | $ 60,000 | $ 60,000 | $ 180,000 | $ 66,575 | |||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Class Of Warrant Or Right Expense Recognized | $ 0 | $ 37,691 | $ 0 | 126,810 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 0 | 0 | |||||||||||
Stock Option Plan [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | 10,963 | ||||||||||
Warrants Expiring January 25, 2024 [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 104,638 | ||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 500,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | |||||||||||
Warrants and Rights Outstanding | $ 44,670 | $ 44,670 | |||||||||||
Class of Warrant or Right Numbero of Securities Cancelled (in shares) | shares | 7,935,000 | ||||||||||||
Convert 2018 Promissory Note to Preferred Stock [Member] | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 3,000 | 3,000 | 3,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Series B Preferred Stock [Member] | Asset Purchased Agreement with Emerging Growth LLC [Member] | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 500 | 500 | 500 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Emerging Growth, LLC [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 30,069 | $ 30,069 | |||||||||||
Stock Issued During Period, Shares, Issued for Settlement of Payables (in shares) | shares | 4,800,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Settlement of Payables | $ 240,000 | ||||||||||||
Outstanding liabilities for the period | 209,931 | ||||||||||||
Accounts Payable, Total | $ 105,000 | ||||||||||||
Emerging Growth, LLC [Member] | Series B Preferred Stock [Member] | |||||||||||||
Dividends, Preferred Stock, Total | $ 104,931 | ||||||||||||
Advisory Board Member [Member] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | shares | 500,000 | ||||||||||||
Restricted Stock Vested in Period (in shares) | shares | 250,000 | ||||||||||||
Restricted Stock [Member] | Non-employee Directors [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares | 240,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 0.50 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Vesting, Number of Equal Quarterly Increments | 4 | ||||||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 60,000 | |||||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0 | ||||||||||||
Restricted Stock [Member] | Advisory Board Member [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 4,632 | $ 10,768 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares) | shares | 187,500 |
Note 6 - Stockholders' Defici_3
Note 6 - Stockholders' Deficit - Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Forfeited/cancelled, options (in shares) | (3,160,000) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 0.33 | |
Vested and expected to vest, options (in shares) | 3,160,000 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.33 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 1 year 255 days | |
Exercisable balance, options (in shares) | 3,160,000 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | |
Exercisable balance, weighted average remaining contractual term (Year) | 1 year 255 days | |
Warrant [Member] | ||
Warrants outstanding (in shares) | 7,543,944 | |
Warrants outstanding, weighted average price per share (in dollars per share) | $ 0.50 | |
Warrants outstanding, weighted average remaining contractual term (Year) | 3 years 295 days | 3 years 135 days |
Forfeited/cancelled, options (in shares) | (2,287,000) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 0.90 | |
Warrants outstanding (in shares) | 5,256,944 | 7,543,944 |
Warrants outstanding, weighted average price per share (in dollars per share) | $ 0.33 | $ 0.50 |
Vested and expected to vest, options (in shares) | 5,256,944 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.33 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 3 years 295 days | |
Exercisable balance, options (in shares) | 5,256,944 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | |
Exercisable balance, weighted average remaining contractual term (Year) | 3 years 295 days |
Note 6 - Stockholders' Defici_4
Note 6 - Stockholders' Deficit - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Outstanding balance, options (in shares) | 6,320,000 | |
Outstanding balance, weighted average price per share (in dollars per share) | $ 0.33 | |
Outstanding balance, weighted average remaining contractual term (Year) | 1 year 255 days | 2 years 164 days |
Forfeited/cancelled, options (in shares) | (3,160,000) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 0.33 | |
Outstanding balance, options (in shares) | 3,160,000 | 6,320,000 |
Outstanding balance, weighted average price per share (in dollars per share) | $ 0.33 | $ 0.33 |
Vested and expected to vest, options (in shares) | 3,160,000 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.33 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 1 year 255 days | |
Exercisable balance, options (in shares) | 3,160,000 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | |
Exercisable balance, weighted average remaining contractual term (Year) | 1 year 255 days |
Note 7 - Discontinued Operati_3
Note 7 - Discontinued Operations - Assets and Liabilities of the Discontinued Operations (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total current liabilities of discontinued operations | $ 79,823 | $ 99,695 |
CAKE [Member] | ||
Accounts payable and accrued expenses | 79,823 | 99,695 |
Total current liabilities of discontinued operations | $ 79,823 | $ 99,695 |
Note 7 - Discontinued Operati_4
Note 7 - Discontinued Operations - Results of the Discontinued Operations (Details) - CAKE [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net revenues | $ 9,001,307 | |||
Cost of revenue | 3,863,471 | |||
Gross profit | 5,137,836 | |||
Research and development | 1,263,808 | |||
Sales and marketing | 2,016,637 | |||
General and administrative | (3,507) | (1,113) | (3,507) | 3,085,692 |
Total operating expenses | (3,507) | (1,113) | (3,507) | 6,366,137 |
Loss from operations | 3,507 | 1,113 | 3,507 | (1,228,301) |
Gain on sale of discontinued operations | 19,473,080 | |||
Loss on foreign currency translation | (83,929) | (83,929) | ||
Interest income | 34 | |||
Interest expense | 3,773,651 | |||
Total other income (expense) | (83,929) | (83,929) | 15,699,463 | |
Net income (loss) from discontinued operations before provision for income taxes | (80,422) | 1,113 | (80,422) | 14,471,162 |
Provision for (benefit from) income taxes | ||||
Net income (loss) from discontinued operations | $ (80,422) | $ 1,113 | $ (80,422) | $ 14,471,162 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Details Textual) - USD ($) | Sep. 01, 2020 | Jun. 20, 2019 |
Office Space in Whitefish, Montana [Member] | ||
Operating Lease Monthly Rent | $ 1,500 | |
Office Space in Santa Monica, California [Member] | ||
Operating Lease Monthly Rent | $ 1,000 | |
Lease Agreement with Emerging Growth, LLC [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | 1 year |
Operating Lease Monthly Rent | $ 4,500 | |
Lessee, Operating Lease, Renewal Term (Year) | 1 year | |
Lessee Operating Lease Monthly Rent, Percentage Increase | 3.00% |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details Textual) - USD ($) shares in Thousands | 3 Months Ended | ||
Dec. 31, 2020 | Oct. 13, 2020 | Sep. 10, 2019 | |
Conversion of Promissory Note into Common Stock [Member] | Subsequent Event [Member] | |||
Debt Conversion, Accrued Interest, Amount | $ 41,192 | ||
Conversion of Promissory Note into Common Stock [Member] | Forecast [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 1,650 | ||
Promissory Note Payable [Member] | |||
Debt Instrument, Face Amount | $ 500,000 |